Mesoblast Ltd 6-K, filed Aug 10, 2020
Mesoblast Ltd (MESO)
About this 6-K
Mesoblast Ltd filed this 6-K on August 10, 2020.
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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 August 2020
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 August 6, 2020, 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 99.1, and is incorporated herein by reference.
On August 6, 2020, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, proposed issue of securities (Appendix 3B), which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
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.
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Mesoblast Limited |
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/s/ Charlie Harrison |
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Charlie Harrison |
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Company Secretary
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Dated: August 10, 2020
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Item |
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99.1 |
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Appendix 2A of Mesoblast Ltd, dated August 6, 2020. |
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99.2 |
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Appendix 3B of Mesoblast Ltd, dated August 6, 2020. |
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This appendix is not available as an online formExhibit 99.1
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
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Question no |
Question |
Answer |
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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 LIMITED |
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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 |
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1.3 |
*ASX issuer code |
MSB |
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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 |
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1.4a |
*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. |
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1.4b |
*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above. |
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1.4c |
*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
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1.4d |
*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above. |
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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
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Question No. |
Question |
Answer |
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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
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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” |
6 August 2020 for 212,244 ordinary shares |
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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”. |
No |
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+ 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
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*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. |
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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”. |
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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. |
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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”. |
200,000 Incentive Rights |
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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. |
4 August 2020 |
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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”. |
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+ 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
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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. |
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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”. |
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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. |
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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”. |
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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. |
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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”. |
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+ 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
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*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”. |
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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”. |
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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”.
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Name of KMP |
Name of registered holder |
Number of +securities |
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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:
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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”. |
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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 |
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+ 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
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*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. |
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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") |
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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”.
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Question No. |
Question |
Answer |
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3A.1 |
*ASX security code & description |
ORD – Fully paid ordinary shares |
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3A.2 |
*Number of +securities to be quoted |
212,244 |
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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”.
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Question No. |
Question |
Answer |
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3B.1 |
*ASX security code & description |
MSB |
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3B.2 |
*Number of +securities to be quoted |
200,000 fully paid ordinary shares |
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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 |
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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”. |
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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”. |
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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”. |
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+ 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
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*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. |
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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”.
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Question No. |
Question |
Answer |
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3C.1 |
*Security description |
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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 |
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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. |
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3C.4 |
*Number of +securities to be quoted |
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3C.5a |
*Will all the +securities issued in this class rank equally in all respects from the issue date? |
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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”. |
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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”. |
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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”. |
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+ 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
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*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. |
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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. |
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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. |
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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. |
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Number of +securities held |
Number of holders |
Total percentage of +securities held |
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1 – 1,000 |
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1,001 – 5,000 |
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5,001 – 10,000 |
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10,001 – 100,000 |
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100,001 and over |
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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. |
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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. |
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*+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. |
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+ 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
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*Will there be CDIs issued over the +securities? |
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*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). |
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*Is it a partly paid class of +security? |
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*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). |
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*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. |
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3C.9b |
Option details Answer the questions in this section if you selected this security type in your response to Question 3C.2. |
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*+Security currency This is the currency in which the exercise price is payable. |
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*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). |
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*Expiry date The date on which the options expire or terminate. |
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*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)”. |
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+ 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
|
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 |
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*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 |
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*+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. |
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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). |
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*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 |
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Frequency of coupon/interest payments per year Select one item from the list. |
☐ Monthly ☐ Quarterly ☐ Semi-annual ☐ Annual ☐ No coupon/interest payments ☐ Other |
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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 |
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Interest rate per annum Answer this question if the interest rate type is fixed. |
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*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed. |
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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. |
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+ 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
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*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. |
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*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”. |
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*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. |
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*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”. |
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*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
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*Is the +security perpetual (i.e. no maturity date)? |
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*Maturity date Answer this question if the security is not perpetual |
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+ 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
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*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 |
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*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? |
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*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”. |
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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)”. |
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Part 4 – Issue details
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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”. |
6 August 2020 |
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4.1b |
*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”. |
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+ 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
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. |
||||
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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) |
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ASX security code and description |
Total number of +securities on issue |
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Ordinary Shares |
584,436,780 |
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+ 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
|
*Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX): |
||||
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ASX security code and description |
Total number of +securities on issue |
|
|
|
|
Unquoted options
Incentive rights |
32,280,492 (270,999 options have been exercised since the previous Appendix 2A was filed)
2,200,000 |
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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”. |
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|
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”. |
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|
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
|
*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
Exhibit 99.2
Proposed issue of securities
Announcement Summary
Entity name
MESOBLAST LIMITED
Announcement Type
New announcement
Date of this announcement
Thursday August 6, 2020
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
MSBORDINARY FULLY PAID212,244
Proposed +issue date
Thursday August 6, 2020
Refer to next page for full details of the announcement
Proposed issue of securities
1 / 5
Exhibit 99.2
Proposed issue of securities
Part 1 - Entity and announcement details
|
|
1.1 |
Name of +Entity |
MESOBLAST 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.
|
|
1.3 |
ASX issuer code |
MSB
|
|
1.4 |
The announcement is |
New announcement
|
|
1.5 |
Date of this announcement |
Thursday August 6, 2020
|
|
1.6 |
The Proposed issue is: |
A placement or other type of issue
Proposed issue of securities
2 / 5
Exhibit 99.2
Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 - Are any of the following 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)?
Existing class
Will the proposed issue of this
+security include an offer of attaching +securities?
No
Details of +securities proposed to be issued
ASX +security code and description
MSB : ORDINARY FULLY PAID
Number of +securities proposed to be issued
212,244
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
The shares will be issued as consideration for services in connection with the license of intellectual property relating to cell targeting technology (ex vivo fucosylation) from a third party, for an equivalent consideration of US$240,000.
Please describe the consideration being provided for the +securities
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
340,000.000000
Proposed issue of securities
3 / 5
Proposed issue of securities
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
Part 7C - Timetable
7C.1 Proposed +issue date
Thursday August 6, 2020
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 the entity's 15% placement capacity under listing rule 7.1?
Yes
212,244
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity'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 the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Yes
212,244 ordinary shares which will cease to be subject to voluntary escrow in 12 months
7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
Proposed issue of securities
4 / 5
Proposed issue of securities
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
Consideration for services in connection with the license of intellectual property relating to cell targeting technology (ex vivo fucosylation) from a third party.
7F.01 The purpose(s) for which the entity is issuing the securities
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