Mesoblast Ltd 6-K, filed Mar 11, 2021
Mesoblast Ltd (MESO)
About this 6-K
Mesoblast Ltd filed this 6-K on March 11, 2021.
|
UNITED STATES |
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of March 2021
Commission File Number 001-37626
Mesoblast Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)
Silviu Itescu
Chief Executive Officer and Executive Director
Level 38
55 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover 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):
Yes ☐ No ☑
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):
Yes ☐ No ☑
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On March 9, 2021, Mesoblast Limited filed with the Australian Securities Exchange a new release announcement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On March 9, 2021, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of additional securities (Appendix 2A) which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
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 organized.
|
|
|
|
|
|
|
|
|
Mesoblast Limited |
|
|
|
|
|
/s/ Niva Sivakumar |
|
|
|
|
|
|
|
|
|
|
|
Niva Sivakumar |
|
|
|
|
|
Company Secretary
|
|
|
Dated: March 10, 2021
INDEX TO EXHIBITS
|
|
|
|
|
Item |
|
|
|
|
|
|
|
99.1 |
|
Press release of Mesoblast Ltd, dated March 9, 2021. |
|
99.2 |
|
Appendix 2A of Mesoblast Ltd, dated March 9, 2021. |
|
|
|
|
|
|
|
|
Exhibit 99.1
|
|
|
|
MESOBLAST CLOSES US$110/A$138 MILLION FINANCING LED BY US STRATEGIC INVESTOR GROUP
Melbourne, Australia; March 9 and New York, USA; March 8, 2021: Mesoblast Limited (ASX:MSB; Nasdaq:MESO), global leader in allogeneic cellular medicines for inflammatory diseases, announced today the successful completion and settlement of its US$110 million private placement led by a strategic US investor group, that was announced on Tuesday March 2, 2021.
The US$110 million (A$138 million) was raised via the issue of 60 million shares at A$2.30 per share, and was led by a strategic investment from the principals of SurgCenter Development, one of the largest private operators of ambulatory surgical centers in the US specializing in spine, orthopaedic and total joint procedures. Based on the US$110 million private placement, pro-forma cash-on-hand at December 31, 2020 would be approximately US$187.5 million.
As announced on Tuesday March 2, 2021, the use of the proceeds from the capital raising include:
|
|
• |
Operational and regulatory initiatives in support of the Company’s activities for regulatory meetings with United States Food & Drug Administration (FDA) in the coming quarters. These activities relate to its product candidates for steroid-refractory acute graft versus host disease (SR-aGvHD) in children, chronic heart failure and chronic lower back pain. |
|
|
• |
Building commercial inventory of remestemcel-L ahead of potential approval for SR-aGvHD in children. |
|
|
• |
Continuing to invest in manufacturing optimization and scale-up of rexlemestrocel-L and remestemcel-L platforms for larger market opportunities. |
About Mesoblast
Mesoblast is a world leader in developing allogeneic (off-the-shelf) cellular medicines for the treatment of severe and life-threatening inflammatory conditions. The Company has leveraged its proprietary mesenchymal lineage cell therapy technology platform to establish a broad portfolio of late-stage product candidates which respond to severe inflammation by releasing anti-inflammatory factors that counter and modulate multiple effector arms of the immune system, resulting in significant reduction of the damaging inflammatory process.
Mesoblast has a strong and extensive global intellectual property portfolio with protection extending through to at least 2040 in all major markets. The Company’s proprietary manufacturing processes yield industrial-scale, cryopreserved, off-the-shelf, cellular medicines. These cell therapies, with defined pharmaceutical release criteria, are planned to be readily available to patients worldwide.
Mesoblast has completed Phase 3 trials of rexlemestrocel-L for advanced chronic heart failure and chronic low back pain. Remestemcel-L is being developed for inflammatory diseases in children and adults including steroid refractory acute graft versus host disease and moderate to severe acute respiratory distress syndrome. Two products have been commercialized in Japan and Europe by Mesoblast’s licensees, and the Company has established commercial partnerships in Europe and China for certain Phase 3 assets.
Mesoblast has locations in Australia, the United States and Singapore and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). For more information, please see www.mesoblast.com, LinkedIn: Mesoblast Limited and Twitter: @Mesoblast
Forward-Looking Statements
This announcement includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
|
|
Mesoblast Limited
www.mesoblast.com |
Corporate Headquarters Level 38 55 Collins Street Melbourne 3000 Victoria Australia
T +61 3 9639 6036 F +61 3 9639 6030 |
United States Operations 505 Fifth Avenue Third Floor New York, NY 10017 USA
T +1 212 880 2060 F +1 212 880 2061 |
Asia 21 Biopolis Road #01-22 Nucleos (South Tower) SINGAPORE 138567
T +65 6570 0635 F +65 6570 0176 |
|
|
|
|
|
|
|
|
Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. Forward-looking statements include, but are not limited to, statements about the initiation, timing, progress and results of Mesoblast’s preclinical and clinical studies, and Mesoblast’s research and development programs; Mesoblast’s ability to advance product candidates into, enroll and successfully complete, clinical studies, including multi-national clinical trials; Mesoblast’s ability to advance its manufacturing capabilities; the timing or likelihood of regulatory filings and approvals, manufacturing activities and product marketing activities, if any; the commercialization of Mesoblast’s product candidates, if approved; regulatory or public perceptions and market acceptance surrounding the use of stem-cell based therapies; the potential for Mesoblast’s product candidates, if any are approved, to be withdrawn from the market due to patient adverse events or deaths; the potential benefits of strategic collaboration agreements and Mesoblast’s ability to enter into and maintain established strategic collaborations; Mesoblast’s ability to establish and maintain intellectual property on its product candidates and Mesoblast’s ability to successfully defend these in cases of alleged infringement; the scope of protection Mesoblast is able to establish and maintain for intellectual property rights covering its product candidates and technology; estimates of Mesoblast’s expenses, future revenues, capital requirements and its needs for additional financing; Mesoblast’s financial performance; developments relating to Mesoblast’s competitors and industry; and the pricing and reimbursement of Mesoblast’s product candidates, if approved. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Not an offer of securities
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the Securities Act or exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Release authorized by the Chief Executive.
For more information, please contact:
|
Corporate Communications / Investors |
|
|
Paul Hughes |
|
|
T: +61 3 9639 6036 |
|
|
E: paul.hughes@mesoblast.com |
|
|
|
|
|
Media |
|
|
Kristen Bothwell |
|
|
T: +1 917 613 5434 |
|
|
E: kbothwell@rubenstein.com |
|
|
|
Mesoblast Limited
www.mesoblast.com |
Corporate Headquarters Level 38 55 Collins Street Melbourne 3000 Victoria Australia
T +61 3 9639 6036 F +61 3 9639 6030 |
United States Operations 505 Fifth Avenue Third Floor New York, NY 10017 USA
T +1 212 880 2060 F +1 212 880 2061 |
Asia 21 Biopolis Road #01-22 Nucleos (South Tower) SINGAPORE 138567
T +65 6570 0635 F +65 6570 0176 |
|
|
|
|
|
|
|
|
This appendix is not available as an online formExhibit 99.2
Please fill in and submit as a PDF announcement+Rule 2.7
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 and may be made public.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, 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 unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement 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
|
Question no |
Question |
Answer |
|
1.1 |
*Name of entity 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 |
MESOBLAST LTD |
|
1.2 |
*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). |
ABN 68 109 431 870 |
|
1.3 |
*ASX issuer code |
MSB |
|
1.4 |
*This announcement is Tick whichever is applicable. |
☒ A new announcement ☐ An update/amendment to a previous announcement ☐ A cancellation of a previous announcement |
|
1.4a |
*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. |
|
|
1.4b |
*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
|
|
1.4c |
*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
|
|
1.4d |
*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
|
|
1.5 |
*Date of this announcement |
9 March 2021 |
|
|
1 |
Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months 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 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 your legal adviser. |
+ See chapter 19 for defined terms
31 January 2020Page 1
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
Part 2 – Type of issue
|
Question No. |
Question |
Answer |
||||
|
2.1 |
*The +securities to be quoted are: Select whichever item is applicable. 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 announced to the market in an Appendix 3B ☐ Being issued under a +dividend or distribution plan ☐ Being issued as a result of options being exercised or other +convertible securities being converted ☐ Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities ☐ +Restricted securities where the escrow period has expired or is about to expire ☐ +Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease ☒ +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 ☐ Other
|
||||
|
2.2a.1 |
*Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” |
2 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? Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. |
Yes |
||||
+ See chapter 19 for defined terms
31 January 2020Page 2
This appendix is not available as an online formAppendix 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 3B Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”. 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 related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date. |
15,027,327 warrants. |
||||
|
2.2b.1 |
*Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. |
|
||||
|
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 participation? Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. Note: Exception 4 only applies 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 of participation 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 receive securities in lieu of dividend payable for x number of securities. |
|
||||
|
2.2c.1 |
Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code) Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. |
|
||||
|
2.2c.2 |
And the date the options were exercised or other +convertible securities were converted Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. |
|
||||
|
2.2d.1 |
Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. |
|
||||
+ See chapter 19 for defined terms
31 January 2020Page 3
This appendix is not available as an online formAppendix 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 Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up. |
|
||||
|
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 about to expire Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. |
|
||||
|
2.2e.2 |
And the date the escrow restrictions have ceased or will cease Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease. |
|
||||
|
2.2f.1 |
Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease Answer this question 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”. |
|
||||
|
2.2f.2 |
And the date the restrictions on transfer have ceased or will cease: Answer this question 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”. Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease. |
|
||||
|
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 subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer Answer this question if your response to Q2.1 is “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”. |
1,000,000 fully paid ordinary shares. |
||||
+ See chapter 19 for defined terms
31 January 2020Page 4
This appendix is not available as an online formAppendix 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 scheme or a summary of the terms. Answer this question if your response to Q2.1 is “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”. |
Refer to Item 4 in Notice of Meeting released 26 October 2020 https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02298976-3A553591?access_token=83ff96335c2d45a094df02a206a39ff4
|
||||
|
2.2g.3 |
*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “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”. |
No |
||||
|
2.2g.3.a |
*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “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” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each 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 the name of the associate in “Name of registered holder”.
|
|||||
|
|
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: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list. |
☐ To raise additional working capital ☐ To fund the retirement of debt ☐ To pay for the acquisition of an asset [provide details below] ☐ To pay for services rendered [provide details below] ☐ Other [provide details below] Additional details:
|
||||
|
2.2h.2 |
*Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”. |
|
||||
|
2.2i |
*Are these +securities being offered under a +disclosure document or +PDS? 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 to the market in an Appendix 3B”. |
No |
||||
+ See chapter 19 for defined terms
31 January 2020Page 5
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
2.2i.1 |
*Date of +disclosure document or +PDS? 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 to the 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. |
|
||||
|
2.3 |
*The +securities to be quoted are: Tick whichever is applicable |
☒ Additional +securities in a class that is already quoted on ASX ("existing class") ☐ New +securities in a class that is not yet quoted on ASX ("new class") |
||||
|
Part 3A – |
number and type of +securities to be quoted (existing class or new class) where issue has previously been 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 a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
|
Question No. |
Question |
Answer |
|
3A.1 |
*ASX security code & description |
ORD – Fully paid ordinary shares |
|
3A.2 |
*Number of +securities to be quoted |
24,153,005 fully paid ordinary shares (the Private Placement Shares) |
|
Part 3B – |
number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B |
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.
|
Question No. |
Question |
Answer |
|
3B.1 |
*ASX security code & description |
MSB |
|
3B.2 |
*Number of +securities to be quoted |
1,000,000 fully paid ordinary shares (the Employee Incentive Scheme Shares) |
|
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? Answer this question if your response to Q3B.3a is “No”. |
|
|
3B.3c |
*Provide the actual non-ranking end date Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”. |
|
|
3B.3d |
*Provide the estimated non-ranking end period Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”. |
|
+ See chapter 19 for defined terms
31 January 2020Page 6
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
3B.3e |
*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.3a is “No”. 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, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. |
|
|
Part 3C – |
number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B |
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.
|
Question No. |
Question |
Answer |
|||||
|
3C.1 |
*Security description |
|
|||||
|
3C.2 |
*Security type 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 the security 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 security being issued. |
☐ Ordinary fully or partly paid shares/units ☐ Options ☐ +Convertible debt securities ☐ Non-convertible +debt securities ☐ Redeemable preference shares/units ☐ Other |
|||||
|
3C.3 |
ISIN code 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. See also 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? |
|
|||||
|
3C.5b |
*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3C.5a is “No”. |
|
|||||
|
3C.5c |
*Provide the actual non-ranking end date Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”. |
|
|||||
|
3C.5d |
*Provide the estimated non-ranking end period Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”. |
|
|||||
+ See chapter 19 for defined terms
31 January 2020Page 7
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
3C.5e |
*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3C.5a is “No”. 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, for the 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 quoted You may cross-reference a disclosure document, PDS, information memorandum, 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? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). 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. |
|
|||||
|
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 recipients in each category.
|
||||||
|
|
Number of +securities held |
Number of holders |
Total percentage of +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 this question) and the securities to be quoted have already been issued. Note: if the 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 of those recipients, and a distribution schedule for the securities when they are issued. |
|||||||
|
3C.9a |
Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3C.2. |
||||||
|
|
*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. |
|
|||||
+ See chapter 19 for defined terms
31 January 2020Page 8
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
|
*Will there be CDIs issued over the +securities? |
|
|||||
|
|
*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). |
|
|||||
|
|
*Is it a partly paid class of +security? |
|
|||||
|
|
*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. 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 in AUD). |
|
|||||
|
|
*Is it a stapled +security? 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 the purposes of trading. |
|
|||||
|
3C.9b |
Option details Answer the questions in this section if you selected this security type in your response to Question 3C.2. |
||||||
|
|
*+Security currency This is the currency in which the exercise price is payable. |
|
|||||
|
|
*Exercise price The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). |
|
|||||
|
|
*Expiry date 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 option is exercised For example, if the option can be exercised to receive one fully 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 2020Page 9
This appendix is not available as an online formAppendix 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, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section |
||||||
|
|
*Type of +security Select one item from the list |
☐ Simple corporate bond ☐ Non-convertible note or bond ☐ Convertible note or bond ☐ Preference share/unit ☐ Capital note ☐ Hybrid security ☐ Other |
|||||
|
|
*+Security currency 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 are paid. |
|
|||||
|
|
Face value This is the principal amount of each security. 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 Select one item from the list 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 and Security Descriptions for ASX Quoted Debt and Hybrid Securities |
☐ Fixed rate ☐ Floating rate ☐ Indexed rate ☐ Variable rate ☐ Zero coupon/no interest ☐ Other |
|||||
|
|
Frequency of coupon/interest payments per year Select one item from the list. |
☐ Monthly ☐ Quarterly ☐ Semi-annual ☐ Annual ☐ No coupon/interest payments ☐ Other |
|||||
|
|
First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments |
|
|||||
|
|
Interest rate per annum Answer this question if the interest rate type is fixed. |
|
|||||
|
|
*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
|
|||||
|
|
If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. |
|
|||||
+ See chapter 19 for defined terms
31 January 2020Page 10
This appendix is not available as an online formAppendix 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)? 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? 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) 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 Select one item from the list 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 confirm the s128F status of the security: •“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 is unable to advise the status; •“Not applicable” means s128F is not applicable to this security |
☐ s128F exempt ☐ Not s128F exempt ☐ s128F exemption status unknown ☐ Not applicable
|
|||||
|
|
*Is the +security perpetual (i.e. no maturity date)? |
|
|||||
|
|
*Maturity date Answer this question if the security is not perpetual |
|
|||||
+ See chapter 19 for defined terms
31 January 2020Page 11
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
|
*Select other features applicable to the +security 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. |
☐ Simple ☐ Subordinated ☐ Secured ☐ Converting ☐ Convertible ☐ 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)? |
|
|||||
|
|
*If yes, what is the first trigger date 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
|
Question No. |
Question |
Answer |
|
4.1 |
*Have the +securities to be quoted been issued yet? |
Yes |
|
4.1a |
*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”. |
For the Private Placement Shares, 8 March 2021 For the Employee Incentive Scheme Shares, 4 March 2021 |
|
4.1b |
*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”. |
|
+ See chapter 19 for defined terms
31 January 2020Page 12
This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
|
4.2 |
*Are the +securities to be quoted being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”. |
For the Employee Incentive Scheme Shares, no.
For the Private Placement Shares, yes. |
|
4.2a |
*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”. |
For the Private Placement Shares, AUD. |
|
4.2b |
*What is the issue price per +security 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. |
For the Private Placement Shares, A$2.30. |
|
4.2c |
Please describe the consideration being provided for the +securities to be quoted Answer this question if your response to Q4.2 is “No”. |
For the Employee Incentive Scheme Shares, the ordinary shares were issued to an employee share plan trustee for the purposes of MSB’s employee share option plan. |
|
4.2d |
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted Answer this question if your response to Q4.2 is “No”. |
N/A |
|
4.3 |
Any other information the entity wishes to provide about the issue |
|
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 ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository 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 the securities 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 |
|
|
|
|
Ordinary shares
|
648,696,070 |
|
|
|
|
|
|
|
|
+ See chapter 19 for defined terms
31 January 2020Page 13
This appendix is not available as an online formAppendix 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 |
|
|
|
|
Unquoted options
Incentive rights |
31,754,136 (216,666 options have been exercised since the last Appendix 2A)
1,500,000 |
|
|
|
|
|
|
|
|
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 this Part) and:
|
- |
your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.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 Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
|
Question No. |
Question |
Answer |
|
6.1 |
*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? |
|
|
6.1a |
*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 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? 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 of securities. |
|
|
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)? Answer this question if the response to Q6.1 is “No”. |
|
+ See chapter 19 for defined terms
31 January 2020Page 14
This appendix is not available as an online formAppendix 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 of securities. |
|
Introduced 01/12/19, amended 31/01/20
+ See chapter 19 for defined terms
31 January 2020Page 15