Opthea Ltd 6-K, filed Mar 25, 2021
Opthea Ltd (CKDXF)
6-K
2021-03-25
For: 2021-03-25
View Original
Added on
April 06, 2026
About this 6-K
Opthea Ltd filed this 6-K on March 25, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of March 2021
Commission File Number: 001-39621
OPTHEA LIMITED
(Translation of registrant’s name into English)
Level 4
650 Chapel Street
South Yarra, Victoria 3141
Australia
(Address ofprincipal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBITS
| Exhibit | Description |
|---|---|
| 99.1 | Appendix 3B |
| 99.2 | Appendix 2A, as amended |
| 99.3 | Cleansing Notice |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OPTHEA LIMITED | ||
|---|---|---|
| Date: March 25, 2021 | By: | /s/ Michael Tonroe |
| Michael Tonroe | ||
| Chief Financial Officer and Company Secretary |
EX-99.1
| Proposed issue of securities | Exhibit 99.1 |
|---|
Announcement Summary
Entity name
OPTHEA LIMITED
Announcement Type
New announcement
Date ofthis announcement
Thursday March 25, 2021
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement orother type of issue
| ASX +security code | +Security description | Maximum Number of<br> <br>+securities to beissued |
|---|---|---|
| OPT | ORDINARY FULLY PAID | 4,147,136 |
Proposed +issue date
Wednesday March 24, 2021
Refer to next page for full details of the announcement
| Proposed issue of securities | 1 / 5 |
|---|---|
| Proposed issue of securities | |
| --- |
Part 1 - Entity and announcement details
1.1 Name of +Entity
OPTHEA LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
| 1.2 Registered Number Type | Registration Number |
|---|---|
| ABN | 32006340567 |
1.3 ASX issuer code
OPT
1.4 The announcement is
New announcement
1.5 Date of this announcement
Thursday March 25, 2021
1.6 The Proposed issue is:
A placement or other type of issue
| Proposed issue of securities | 2 / 5 |
|---|---|
| Proposed issue of securities | |
| --- |
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 - Are any of thefollowing approvals required for the placement or other type of issue?
| • | +Security holder approval |
|---|---|
| • | Court approval |
| --- | --- |
| • | Lodgement of court order with +ASIC |
| --- | --- |
| • | ACCC approval |
| --- | --- |
| • | FIRB approval |
| --- | --- |
| • | Another approval/condition external to the entity |
| --- | --- |
No
Part 7B - Issue details
| Is the proposed security a ‘New class’ (+securities in a class that is not yet quoted or recorded by ASX) or an‘Existing class’ (additional securities in a class that is already quoted or recorded by ASX)?<br> <br><br><br><br><br> Existing class |
Will the proposed issue of this +security include an offer of attaching +securities? |
|---|---|
| <br> No |
Details of +securities proposed to be issued
ASX +security code and description
OPT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
4,147,136
Offer pricedetails
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
ADSs foregone as part of cashless exercise
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
26.000000
| Proposed issue of securities | 3 / 5 |
|---|---|
| Proposed issue of securities | |
| --- |
Will these +securities rank equally in all respects from their issue date with theexisting issued +securities in that class?
Yes
Part 7C - Timetable
7C.1 Proposed +issue date
Wednesday March 24, 2021
Part 7D -Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using theentity’s 15% placement capacity under listing rule 7.1?
No
7D.1c Are any of the +securities proposed to be issued without +security holder approval using theentity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of thelisting rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be alead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
| Proposed issue of securities | 4 / 5 |
|---|---|
| Proposed issue of securities | |
| --- |
7E.4 Details of any other material fees or costs to be incurred by the entity inconnection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) forwhich the entity is issuing the securities
Exercise of pre-funded warrants
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
| Proposed issue of securities | 5 / 5 |
|---|
EX-99.2
Exhibit 99.2
| This appendix is not available as an online form | |
|---|---|
| Please fill in and submit as a PDF announcement | +Rule2.7 |
Appendix 2A
Application for quotation of +securities
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 andmay be made public.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other thanCDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unableto create the new ISIN for non-Australian issuers.
*Denotes minimum information required for firstlodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
| Questionno | Question | Answer |
|---|---|---|
| 1.1 | *Name of entity<br> <br><br><br><br>We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.^1^ | Opthea Limited |
| 1.2 | *Registration type and number<br> <br><br><br><br>Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type ofregistration and the registration number). | ABN 32 006 340 567 |
| 1.3 | *ASX issuer code | OPT |
| 1.4 | *This announcement is<br> <br><br><br><br>Tick whichever is applicable. | ☒ A new announcement<br><br><br><br> <br>☐ An update/amendment<br>to a previous announcement<br> <br><br><br><br>☐ A cancellation of a previous announcement |
| 1.4a | *Reason for update<br> <br><br><br><br>Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. | N/A |
| 1.4b | *Date of previous announcement to this update<br> <br><br><br><br>Mandatory only if “Update” ticked in Q1.4 above. | N/A |
| 1.4c | *Reason for cancellation<br> <br><br><br><br>Mandatory only if “Cancellation” ticked in Q1.4 above. | N/A |
| 1.4d | *Date of previous announcement to this cancellation<br> <br><br><br><br>Mandatory only if “Cancellation” ticked in Q1.4 above. | N/A |
| 1.5 | *Date of this announcement | 25 March 2021 |
| ^1^ | Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months<br>after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a<br>cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult<br>your legal adviser. | |
| --- | --- | |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 1 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities |
Part 2 – Type of issue
| QuestionNo. | Question | Answer |
|---|---|---|
| 2.1 | *The +securities to be quoted are:<br> <br><br><br><br>Select whichever item is applicable.<br> <br><br><br><br>If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue. | ☒ Being issued as part of a transaction or transactions previously<br>announced to the market in an Appendix 3B<br> <br><br><br><br>☐ Being issued under a +dividend or distribution plan<br><br><br><br> <br>☒ Being issued as a<br>result of options being exercised or other +convertible securities being converted<br> <br><br><br><br>☐ Unquoted partly paid +securities that have been paid up and are now quoted fully paid<br>+securities<br> <br><br><br><br>☐ +Restricted securities where the escrow period has expired or is about to expire<br><br><br><br> <br>☐ +Securities<br>previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease<br> <br><br><br><br>☐ +Securities issued under an +employee incentive scheme that are not subject to a<br>restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer<br> <br><br><br><br>☐ Other |
| 2.2a.1 | *Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Being issued as part of atransaction or transactions previously announced to the market in an Appendix 3B” | 25 March 2021 |
| 2.2a.2 | *Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Being issued as part of atransaction or transactions previously announced to the market in an Appendix 3B”. | No |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 2 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 2.2a.2.1 | *Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix<br>3B<br> <br><br> <br>Answer this question if your response to Q2.1 is “Being issued as part ofa transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”.<br> <br><br><br><br>Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B relatedto an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date. | N/A |
| --- | --- | --- |
| 2.2b.1 | *Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Being issued under a dividendor distribution plan”. | N/A |
| 2.2b.2 | *Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on<br>participation?<br> <br><br> <br>Answer this question if your response to Q2.1 is “Beingissued under a dividend or distribution plan”.<br> <br><br> <br>Note: Exception 4 onlyapplies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level ofparticipation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receivesecurities in lieu of dividend payable for x number of securities. | N/A |
| 2.2c.1 | Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX<br>security code)<br> <br><br> <br>Answer this question if your response to Q2.1 is “Beingissued as a result of options being exercised or other convertible securities being converted”. | OPTAB: 1,400,000 unquoted options |
| 2.2c.2 | And the date the options were exercised or other +convertible securities were converted<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Being issued as a result ofoptions being exercised or other convertible securities being converted”.<br> <br><br><br><br>Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. | 23 March 2021 |
| 2.2d.1 | Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Unquoted partly paidsecurities that have been paid up and are now quoted fully paid securities”. | N/A |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 3 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 2.2d.2 | And the date the ^+^securities were fully paid up<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Unquoted partly paidsecurities that have been paid up and are now quoted fully paid securities”.<br> <br><br><br><br>Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up. | N/A |
| --- | --- | --- |
| 2.2e.1 | Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is<br>about to expire<br> <br><br> <br>Answer this question if your response to Q2.1 is “Restrictedsecurities where the escrow period has expired or is about to expire”. | N/A |
| 2.2e.2 | And the date the escrow restrictions have ceased or will cease<br> <br><br><br><br>Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”.<br><br><br><br> <br>Note: If this occurred over a range of dates, enter the date the last of the escrowrestrictions has ceased or will cease. | N/A |
| 2.2f.1 | Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme<br>where the restrictions on transfer have ceased or are about to cease<br> <br><br> <br>Answer thisquestion if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. | N/A |
| 2.2f.2 | And the date the restrictions on transfer have ceased or will cease:<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Securities previously issuedunder an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”.<br> <br><br><br><br>Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease. | N/A |
| 2.2g.1 | Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not<br>subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer<br> <br><br><br><br>Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction ontransfer or that are to be quoted notwithstanding there is a restriction on transfer”. | N/A |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 4 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 2.2g.2 | *Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive<br>scheme or a summary of the terms.<br> <br><br> <br>Answer this question if your response to Q2.1is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. | N/A |
| --- | --- | --- |
| 2.2g.3 | *Are any of these +securities being issued to +key management personnel (KMP) or an +associate<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Securities issued under anemployee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. | N/A |
| 2.2g.3.a | *Provide details of the recipients and the number of +securities issued to each of them.<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Securities issued under anemployee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below foreach KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert thename of the associate in “Name of registered holder”. N/A | |
| Name of KMP | Name of registered holder | Number of +securities |
| --- | --- | --- |
| 2.2h.1 | *The purpose(s) for which the entity is issuing the +securities is:<br><br><br><br> <br>Answer this question if your response to Q2.1 is “Other”.<br><br><br><br> <br>You may select one or more of the items in the list. | ☐ To raise additional working capital<br><br><br><br> <br>☐ To fund the<br>retirement of debt<br> <br><br><br><br>☐ To pay for the acquisition of an asset<br><br><br>[provide details below]<br> <br><br><br><br>☐ To pay for services rendered<br><br><br>[provide details below]<br> <br><br><br><br>☐ Other<br><br><br>[provide details below]<br> <br><br><br><br>Additional details:<br> <br><br><br><br>N/A |
| --- | --- | --- |
| 2.2h.2 | *Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on<br>ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B<br> <br><br><br><br>You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Notapplicable” or “N/A”. | N/A |
| 2.2i | *Are these +securities being offered under a +disclosure document or +PDS?<br><br><br><br> <br>Answer this question if your response to Q2.1 is any option other than “Beingissued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. | N/A |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 5 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 2.2i.1 | *Date of +disclosure document or +PDS?<br> <br><br><br><br>Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced tothe market in an Appendix 3B” and your response to Q2.2i is “Yes”. Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS. | N/A |
| --- | --- | --- |
| 2.3 | *The +securities to be quoted are:<br> <br><br><br><br>Tick whichever is applicable | ☒ Additional +securities in a class that is already quoted on ASX<br>(“existing class”)<br> <br><br><br><br>☐ New +securities in a class that is not yet quoted on ASX (“new<br>class”) |
| Part 3A – | number and type of +securities to be quoted (existing class or new class) where issue has previously been<br>notified to ASX in an Appendix 3B | |
| --- | --- |
Answer the questions in this Part if your response to Q2.1 is “Being issued as part of atransaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
| QuestionNo. | Question | Answer |
|---|---|---|
| 3A.1 | *ASX security code & description | ASX:OPT fully paid ordinary shares (Shares) |
| 3A.2 | *Number of +securities to be quoted | 4,147,136 |
| Part 3B – | number and type of +securities to be quoted (existing class) where issue has not previously been notified to<br>ASX in an Appendix 3B | |
| --- | --- |
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as partof a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.
| QuestionNo. | Question | Answer |
|---|---|---|
| 3B.1 | *ASX security code & description | ASX:OPT fully paid ordinary shares (Shares) |
| 3B.2 | *Number of +securities to be quoted | 855,373 |
| 3B.3a | *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? | Yes |
| 3B.3b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known?<br><br><br><br> <br>Answer this question if your response to Q3B.3a is “No”. | N/A |
| 3B.3c | *Provide the actual non-ranking end date<br><br><br><br> <br>Answer this question if your response to Q3B.3a is “No” and your responseto Q3B.3b is “Yes”. | N/A |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 6 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 3B.3d | *Provide the estimated non-ranking end period<br><br><br><br> <br>Answer this question if your response to Q3B.3a is “No” and your responseto Q3B.3b is “No”. | N/A |
| --- | --- | --- |
| 3B.3e | *Please state the extent to which the +securities do not rank equally:<br><br><br><br> <br>• in relation to the next<br>dividend, distribution or interest payment; or<br> <br><br><br><br>• for any other reason<br> <br><br><br><br>Answer this question if your response to Q3B.3a is “No”.<br> <br><br><br><br>For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, forthe next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. | N/A |
| Part 3C – | number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in<br>an Appendix 3B | |
| --- | --- |
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of atransaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.
| QuestionNo. | Question | Answer |
|---|---|---|
| 3C.1 | *Security description | |
| 3C.2 | *Security type<br> <br><br><br><br>Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about thesecurity later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the securitybeing issued. | ☐ Ordinary fully or partly paid shares/units<br><br><br><br> <br>☐ Options<br><br><br><br> <br>☐ +Convertible debt<br>securities<br> <br><br><br><br>☐ Non-convertible +debt securities<br><br><br><br> <br>☐ Redeemable preference<br>shares/units<br> <br><br><br><br>☐ Other |
| 3C.3 | ISIN code<br> <br><br><br><br>Answer this question if you are an entity incorporated outside Australia and you are seeking quotation of a new class of securities other than CDIs. Seealso the note at the top of this form. | |
| 3C.4 | *Number of +securities to be quoted | |
| 3C.5a | *Will all the +securities issued in this class rank equally in all respects from the issue date? | Yes or No |
| 3C.5b | *Is the actual date from which the +securities will rank equally (non-ranking end date) known?<br><br><br><br> <br>Answer this question if your response to Q3C.5a is “No”. | Yes or No |
| 3C.5c | *Provide the actual non-ranking end date<br><br><br><br> <br>Answer this question if your response to Q3C.5a is “No” and your responseto Q3C.5b is “Yes”. | |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 7 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 3C.5d | *Provide the estimated non-ranking end period<br><br><br><br> <br>Answer this question if your response to Q3C.5a is “No” and your responseto Q3C.5b is “No”. | |
| --- | --- | --- |
| 3C.5e | *Please state the extent to which the +securities do not rank equally:<br><br><br><br> <br>• in relation to the next<br>dividend, distribution or interest payment; or<br> <br><br><br><br>• for any other reason<br> <br><br><br><br>Answer this question if your response to Q3C.5a is “No”.<br> <br><br><br><br>For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, forthe next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. | |
| 3C.6 | Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be<br>quoted<br> <br><br> <br>You may cross-reference a disclosure document, PDS, informationmemorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. | |
| 3C.7 | *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?<br><br><br><br> <br>Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings andASX Debt Listings do not have to answer this question).<br> <br><br> <br>If your response is“No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. | Yes or No |
| 3C.8 | *Provide a distribution schedule for the new +securities according to the categories set out in the left hand column – including the number of recipients and the total percentage of the new +securities held by the<br>recipients in each category. | |
| Number of +securities held | Number of holders | Total percentage of<br><br><br>+securities held |
| --- | --- | --- |
| 1 – 1,000 | ||
| 1,001 – 5,000 | ||
| 5,001 – 10,000 | ||
| 10,001 – 100,000 | ||
| 100,001 and over | ||
| Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer thisquestion) and the securities to be quoted have already been issued.<br> <br><br> <br>Note: ifthe securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each ofthose recipients, and a distribution schedule for the securities when they are issued. | ||
| --- | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 8 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 3C.9a | Ordinary fully or partly paid shares/units details<br><br><br><br> <br>Answer the questions in this section if you selected this security type in yourresponse to Question 3C.2. | |
| --- | --- | --- |
| *+Security currency<br> <br><br><br><br>This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions aredeclared. | ||
| *Will there be CDIs issued over the +securities? | Yes or No | |
| *CDI ratio<br> <br><br><br><br>Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlyingsecurity (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). | X:Y | |
| *Is it a partly paid class of +security? | Yes or No | |
| *Paid up amount: unpaid amount<br> <br><br><br><br>Answer this question if answered “Yes” to the previous question.<br> <br><br><br><br>The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ Theunpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’.<br> <br><br><br><br>The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security inAUD). | X:Y | |
| *Is it a stapled +security?<br> <br><br><br><br>This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for thepurposes of trading. | Yes or No | |
| 3C.9b | Option details<br> <br><br><br><br>Answer the questions in this section if you selected this security type in your response to Question 3C.2. | |
| *+Security currency<br> <br><br><br><br>This is the currency in which the exercise price is payable. | ||
| *Exercise price<br> <br><br><br><br>The price at which each option can be exercised and convert into the underlying security.<br><br><br><br> <br>The exercise price should be provided per the security currency (i.e. if the securitycurrency is AUD, the exercise price should be expressed in AUD). | ||
| *Expiry date<br> <br><br><br><br>The date on which the options expire or terminate. | ||
| *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an<br>option is exercised<br> <br><br> <br>For example, if the option can be exercised to receive onefully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”. | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 9 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 3C.9c | Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/units<br> <br><br> <br>Answer the questions in this section ifyou selected one of these security types in your response to Question 3C.2.<br> <br><br><br><br>Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” forfurther information on certain terms used in this section | |
| --- | --- | --- |
| *Type of +security<br> <br><br><br><br>Select one item from the list | ☐ Simple corporate bond<br><br><br><br><br><br>☐ Non-convertible note or bond<br><br><br><br> <br>☐ Convertible note or<br>bond<br> <br><br> <br>☐ Preference<br>share/unit<br> <br><br><br><br>☐ Capital note<br> <br><br><br><br>☐ Hybrid security<br> <br><br><br><br>☐ Other | |
| *+Security currency<br> <br><br><br><br>This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions arepaid. | ||
| Face value<br> <br><br><br><br>This is the principal amount of each security.<br> <br><br><br><br>The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). | ||
| *Interest rate type<br> <br><br><br><br>Select one item from the list<br> <br><br><br><br>Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions andSecurity Descriptions for ASX Quoted Debt and Hybrid Securities | ☐ Fixed rate<br><br><br><br> <br>☐ Floating rate<br><br><br><br> <br>☐ Indexed rate<br><br><br><br> <br>☐ Variable rate<br><br><br><br> <br>☐ Zero coupon/no<br>interest<br> <br><br><br><br>☐ Other | |
| Frequency of coupon/interest payments per year<br> <br><br><br><br>Select one item from the list. | ☐ Monthly<br><br><br><br> <br>☐ Quarterly<br><br><br><br> <br>☐ Semi-annual<br><br><br><br> <br>☐ Annual<br><br><br><br> <br>☐ No coupon/interest<br>payments<br> <br><br><br><br>☐ Other | |
| First interest payment date<br> <br><br><br><br>A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency ofcoupon/interest payments | ||
| Interest rate per annum<br> <br><br><br><br>Answer this question if the interest rate type is fixed. | % p.a. | |
| *Is the interest rate per annum estimated at this time?<br> <br><br><br><br>Answer this question if the interest rate type is fixed. | Yes or No | |
| If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known)<br><br><br><br> <br>Answer this question if the interest rate type is fixed and your response to theprevious question is “Yes”.<br> <br><br> <br>Answer “Unknown” if the dateis not known at this time. | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 10 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| *Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? | Yes or No | |
| --- | --- | |
| Answer this question if the interest rate type is floating or indexed. | ||
| *What is the reference rate, base rate or market rate? | ||
| Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. | ||
| *Does the interest rate include a margin above the reference rate, base rate or market rate? | Yes or No | |
| Answer this question if the interest rate type is floating or indexed. | ||
| *What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) | % p.a. | |
| Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. | ||
| *S128F of the Income Tax Assessment Act status applicable to the +security | ☐ s128F exempt<br><br><br><br> <br>☐ Not s128F<br>exempt | |
| Select one item from the list<br> <br><br><br><br>For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirmthe s128F status of the security: | ☐ s128F exemption status unknown<br><br><br><br> <br>☐ Not<br>applicable | |
| • “s128F exempt” means interest payments are not taxable to non-residents; | ||
| • “Not s128F exempt” means interest payments are taxable to non-residents; | ||
| • “s128F exemption status unknown” means the issuer isunable to advise the status; | ||
| • “Not applicable” means s128F is not applicable to thissecurity | ||
| *Is the +security perpetual (i.e. no maturity date)? | Yes or No | |
| *Maturity date | ||
| Answer this question if the security is not perpetual | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 11 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| *Select other features applicable to the +security | ☐ Simple | |
| --- | --- | --- |
| ☐ Subordinated | ||
| Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities. | ☐ Secured<br><br><br><br> <br>☐ Converting<br><br><br><br> <br>☐ Convertible<br><br><br><br><br><br>☐ Transformable | |
| ☐ Exchangeable | ||
| ☐ Cumulative | ||
| ☐ Non-Cumulative | ||
| ☐ Redeemable | ||
| ☐ Extendable | ||
| ☐ Reset | ||
| ☐ Step-Down | ||
| ☐ Step-Up | ||
| ☐ Stapled | ||
| ☐ None of the above | ||
| *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? | Yes or No | |
| *If yes, what is the first trigger date<br> <br><br><br><br>Answer this question if your response to the previous question is “Yes”. | ||
| Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities to be quoted are converted, transformed or exchanged | ||
| Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. | ||
| For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”. | ||
| Part 4 – Issue details | ||
| QuestionNo. | Question | Answer |
| 4.1 | *Have the +securities to be quoted been issued yet? | Yes |
| 4.1a | *What was their date of issue? | (a) 4,147,136 Shares – 24 March 2021 |
| Answer this question if your response to Q4.1 is “Yes”. | (b) 855,373 Shares – 23 March 2021 | |
| 4.1b | *What is their proposed date of issue? | N/A |
| Answer this question if your response to Q4.1 is “No”. | ||
| 4.2 | *Are the +securities to be quoted being issued for a cash consideration? | (a) 4,147,136 Shares – No<br> <br><br><br><br>(b) 855,373 Shares – No |
| If the securities are being issued for nil cash consideration, answer this question “No”. | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 12 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 4.2a | *In what currency is the cash consideration being paid | N/A |
| --- | --- | --- |
| For example, if the consideration is being paid in Australian Dollars, state AUD. | ||
| Answer this question if your response to Q4.2 is “Yes”. | ||
| 4.2b | *What is the issue price per +security | N/A |
| Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. | ||
| Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d. | ||
| 4.2c | Please describe the consideration being provided for the +securities to be quoted<br><br><br><br> <br>Answer this question if your response to Q4.2 is “No”. | (a) 4,147,136 Shares – ADSs foregone as part of cashless exercise<br><br><br><br> <br>(b) 855,373 Shares – Shares foregone as part of cashless exercise |
| 4.2d | Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted<br><br><br><br> <br>Answer this question if your response to Q4.2 is “No”. | (a) 4,147,136 Shares – 26.000000<br> <br><br><br><br>(b) 855,373 Shares – 0.64 |
| 4.3 | Any other information the entity wishes to provide about the issue | (a) 4,147,136 Shares – issue of ordinary shares on the partial cashless exercise of pre-funded warrants. |
| (b) 855,373 Shares – issue of ordinary shares on the exercise of options granted pursuant to the Opthea LTIP on a cashless method basis. |
Part 5 – Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:
Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASXfrom time to time. Please make sure you include in the relevant table each class of securities issued by the entity.
If you have quoted CHESSDepository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).
Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for thesecurities has expired or is about to expire. Otherwise include them in the table in section 5.2. ****
| 5.1 | *Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities the subject of this application) | |
|---|---|---|
| ASX security code and description | Total number of +securities on issue | |
| OPT ordinary shares | 347,657,109 | |
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 13 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 5.2 | *Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX): | |
| --- | --- | --- |
| ASX security code and description | Total number of +securities on issue | |
| OPTAB: Director unquoted options | 13,000,000 | |
| OPTAB: Employee unquoted options | 3,644,000 | |
| Unquoted warrants exercisable for NASDAQ listed American Depositary Shares | 418,306 |
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete thisPart) and:
| • | your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response toQ2.2b.2 is “No”; or |
|---|---|
| • | your response to Q2.1 is “Other”. |
| --- | --- |
Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
| QuestionNo. | Question | Answer |
|---|---|---|
| 6.1 | *Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? | Yes or No |
| 6.1a | *Date of meeting or proposed meeting to approve the issue under listing rule 7.1<br><br><br><br> <br>Answer this question if the response to Q6.1 is “Yes”. | |
| 6.1b | *Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? | Yes or No |
| Answer this question if the response to Q6.1 is “No”. | ||
| 6.1b.1 | *How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? | |
| Answer this question if the response to Q6.1 is “No” and the response to Q6.1b is “Yes”. | ||
| Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number ofsecurities. | ||
| 6.1c | *Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? | Yes, No or n/a |
| Answer this question if the response to Q6.1 is “No”. | ||
| + See chapter 19 for defined terms | ||
| --- | --- | |
| 31 January 2020 | Page 14 | |
| This appendix is not available as an online form | Appendix 2A | |
| --- | --- | |
| Please fill in and submit as a PDF announcement | Application for quotation of ^+^securities | |
| 6.1c.1 | *How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? | |
| --- | --- | |
| Answer this question if the response to Q6.1 is “No” and the response to Q6.1c is “Yes”. | ||
| Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number ofsecurities. |
Introduced 01/12/19, amended 31/01/20
| + See chapter 19 for defined terms | |
|---|---|
| 31 January 2020 | Page 15 |
25 March 2021
The Manager
Market Announcements Office
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
MELBOURNE VIC 3000
Dear Sir/Madam
Appendix 2A
We refer to our Appendix 2A dated 25 March 2021. For completeness, the estimated consideration in respect of the 4,147,136 shares referred to in question 4.2d is $26.00 in total (i.e. approximately $0.00000627 per share).
| Yours sincerely, |
|---|
| /s/ Mike Tonroe |
| Mike Tonroe |
This announcement was authorised to be given to the ASX by the Company Secretary.
Opthea Limited, Suite 0403, Level 4, 650 Chapel Street, South Yarra, Victoria 3141, Australia
A.C.N. 006 340 567 | Telephone: +61 3 9826 0399 | Website: www.opthea.com
EX-99.3
Exhibit 99.3
25 March 2021
The Manager
Market Announcements Office
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
MELBOURNE VIC 3000
Dear Sir/Madam
Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)
This notice is given by Opthea Limited ACN 006 340 567 (ASX Code: OPT) (Opthea) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).
Opthea has today issued 4,147,136 fully paid ordinary shares in Opthea (Shares) in accordance with the announcements made by Opthea on 25 March 2021.
Opthea advises as follows:
(a) the Shares have been issued without disclosure under Part 6D.2 of the Corporations Act;
(b) as at the date of this notice, Opthea has complied with:
(i) the provisions of Chapter 2M of the Corporations Act as they apply to Opthea; and
(ii) section 674 of the Corporations Act; and
(c) as at the date of this notice, there is no “excluded information” of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.
| Yours sincerely, |
|---|
| /s/ Mike Tonroe |
| Mike Tonroe |
This announcement was authorised to be given to the ASX by the Company Secretary.
Opthea Limited, Suite 0403, Level 4, 650 Chapel Street, South Yarra, Victoria 3141, Australia
A.C.N. 006 340 567 | Telephone: +61 3 9826 0399 | Website: www.opthea.com