EX-99.1

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Not applicable

Number and ⁺class of all ⁺securities quoted on ASX (including the
securities in clause 38)

Not applicable

EX-99.1 2 d934478dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

27^th May 2015

Company Announcements Office

Australian Securities Exchange

Notice under Section 708A(5)(e) Corporations Act

On 27^th May 2015, Prima BioMed Ltd (“the Company”) issued 28,000,000 fully paid ordinary shares to Ridgeback Capital Investments. These shares were issued due to the conversion of the convertible note held by Bergen Global Opportunity Fund, LP, under the terms of the Share Purchase and Convertible Security Agreement announced on 2nd October 2014, which precipitated a change to the terms of the Agreement with Ridgeback Capital Investments announced on 14th May 2015.

In addition to the above issuance, the Company also issued further securities as detailed in the Appendix 3Bs released on 25^th and 26^th of May 2015 and in the attached Appendix 3B released today.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”) that:

1.	the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2.	as at the date of this notice the Company has complied with:

(a)

the provisions of Chapter 2M Corporations Act as they apply to the Company; and

(b)

section 674 Corporations Act; and

3.	As at the date of this notice there is no “excluded information” (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

Yours faithfully

Prima BioMed Ltd

Deanne Miller

Company Secretary

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

1 Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Prima BioMed Ltd (Company)

ABN

90 009 237 889

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).


1	⁺Class of ⁺securities issued or to be issued	Ordinary Shares

2	Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued	33,242,424 Ordinary Shares

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


3	Principal terms of the ⁺securities (e.g., if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)	Pari passu with existing Ordinary Shares (PRR)



4	Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted ⁺securities?	Yes (PRR)

	If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5	Issue price or consideration	5.019 cents per share as a result of the exercise of 5,000,000 warrants. 2 cents per share from the issue of 28,000,000 shares to Ridgeback.

		7.774 cents per share as a result of the exercise of 242,424 Employee Share Options.

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The purpose of the issue is to raise capital for general corporate and working capital purposes.

6a	Is the entity an ⁺eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i	Yes

6b	The date the security holder resolution under rule 7.1A was passed	14 November 2014

6c	Number of ⁺securities issued without security holder approval under rule 7.1	28,000,000 Ordinary Shares

6d	Number of ⁺securities issued with security holder approval under rule 7.1A	Not applicable

6e	Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Not applicable

6f	Number of ⁺securities issued under an exception in rule 7.2	5,242,424 Ordinary Shares

6g	If ⁺securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.	Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


6h	If ⁺securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Not applicable

6i	Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Refer Annexure 1

7	Dates of entering ⁺securities into uncertificated holdings or despatch of certificates	27 May 2015


		Number		⁺Class
8	Number and⁺class of all ⁺securities quoted on ASX (including the securities in clause 2 if applicable)	1,709,133,101 77,378,696		Ordinary fully paid shares (ASX: PRR) Options exercisable at $0.20 on or before 19 June 2017 (PRRO)

9	Number and ⁺class of all	Number	+Class - Options
		Amount	Exercise Price	Expiration Date
		740,741	$0.3390	1 February 2016
		2,800,000	$0.1850	1 August 2015
		200,000	$0.1730	20 February 2016
		1,515,752	$0.0774	30 June 2018
		165,116	$0.0774	30 June 2018
		189,990,000	$0.05019	12 December 2018

		Number	+Class – Performance Rights
		Amount	Type	Expiration Date
		11,467,525	STI	30 October 2015
		26,715,686	LTI	30 October 2018
		6,004,902	NED PRs	Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014.

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		Unchanged

Part 2 - Bonus issue or pro rata issue


11	Is security holder approval required?	Not applicable

12	Is the issue renounceable or non- renounceable?	Not applicable

13	Ratio in which the ⁺securities will be offered	Not applicable

14	⁺Class of ⁺securities to which the offer relates	Not applicable

15	⁺Record date to determine entitlements	Not applicable

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable

17	Policy for deciding entitlements in relation to fractions	Not applicable

18	Names of countries in which the entity has ⁺security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable

19	Closing date for receipt of acceptances or renunciations	Not applicable

20	Names of any underwriters	Not applicable

21	Amount of any underwriting fee or commission	Not applicable

22	Names of any brokers to the issue	Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


23	Fee or commission payable to the broker to the issue	Not applicable

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders	Not applicable

25	If the issue is contingent on ⁺security holders’ approval, the date of the meeting	Not applicable

26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable

28	Date rights trading will begin (if applicable)	Not applicable

29	Date rights trading will end (if applicable)	Not applicable

30	How do ⁺security holders sell their entitlements in full through a broker?	Not applicable

31	How do ⁺security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

32	How do ⁺security holders dispose of their entitlements (except by sale through a broker)?	Not applicable

33	⁺Despatch date	Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities


34	Type of securities
	(tick one)

(a)	x	Securities described in Part 1

(b)	¨	All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents



35	¨	If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

36	¨	If the ⁺securities are ⁺equity securities, a distribution schedule of the additional ⁺securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37	¨	A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)


38	Number of securities for which ⁺quotation is sought	Not applicable

39	Class of ⁺securities for which quotation is sought	Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted ⁺securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend,
(in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than
in relation to the next dividend, distribution or interest
payment

Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

Quotation agreement

1	⁺Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2	We warrant the following to ASX.

•

The issue of the ⁺securities to be quoted complies with the law and is not for an illegal purpose.

•

There is no reason why those ⁺securities should not be granted ⁺quotation.

•

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

•

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.

•

If we are a trust, we warrant that no person has the right to return the ⁺securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.

3	We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.


Sign here:		Date:	27 May 2015
	Company secretary

Print name:	Deanne Miller

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

— Appendix 3B – Annexure 1

— Calculation of placement capacity under

— rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

— Part 1


Rule 7.1 – Issues exceeding 15% of capital

*Step* 1: Calculate “A”*, the base figure from which the p*lacement capacity is calculated

*Inse*rt number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue		1,228,709,341
*Add* the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items		357,280,310

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period		Nil

“A”		1,585,989,651

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


*Step* 2: Calculate 15% *of “A”*
“B”		0.15 [Note: this value cannot be changed]

Multiply “A” by 0.15		237,898,448

*Step* 3: Calculate “C”*, the amount of placement capacity under rule* 7.1 that has already been *used*

*Inse*rt number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items		228,000,000

“C”		228,000,000

*Step* 4: Subtract “C” *from* [*“A” x “B”]* to calculate remaining placement capacity under rule *7.1*

“A” x 0.15 Note: number must be same as shown in Step 2		237,898,448

Subtract “C” Note: number must be same as shown in Step 3		228,000,000

*Total* [“A” x 0.15] – “C”		9,898,448 [Note: this is the remaining placement capacity under rule 7.1]

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

— Part 2


Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1		1,585,989,651

*Step* 2: Calculate 10% *of “A”*

“D”		0.10 Note: this value cannot be changed

Multiply “A” by 0.10		158,598,965

*Step* 3: Calculate “E”*, the amount of placement capacity under rule 7.1A that has already been u*sed

*Inse*rt number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items		95,143,450

“E”		95,143,450

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889


*Step* 4: Subtract “E” from [“A” x *“D”]* to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2		157,574,723
Subtract “E” Note: number must be same as shown in Step 3		95,143,450

*Total* [“A” x 0.10] – “E”		63,455,515 Note: this is the remaining placement capacity under rule 7.1A

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880