UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 2016
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 þ 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 þ
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 þ
INFORMATION CONTAINED ON THIS REPORT ON FORM 6-K
On August 19, 2016, Mesoblast Limited filed with the Australian Securities Exchange a new issue announcement, application for quotation of additional securities and agreement (Appendix 3B), which is attached hereto as Exhibit 99.1 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/ Charlie Harrison |
| Charlie Harrison |
| Senior Legal Counsel and Secretary |
Dated: August 26, 2016
INDEX TO EXHIBITS
| Item |
||
| 99.1 | Appendix 3B, dated August 19, 2016. | |
Exhibit 99.1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
| MESOBLAST LIMITED
|
ABN
| 68 109 431 870
|
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 | +Class of +securities issued or to be issued | Ordinary shares (fully paid).
| ||
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 280,911 fully paid ordinary shares. | ||
| 3 | Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | 280,911 fully paid ordinary shares as per the company’s constitution. The full amount of shares are to be held in voluntary escrow until 19 August 2017 |
| 4 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Yes for the ordinary shares. | ||
| 5 | Issue price or consideration | US$240,000
| ||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Consideration for services in connection with the license of intellectual property relating to cell targeting technology (ex vivo fucosylation) from a third party. | ||
| 6a | Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i |
No | ||
| 6b | The date the security holder resolution under rule 7.1A was passed | Not applicable | ||
| 6c | Number of +securities issued without security holder approval under rule 7.1 | Not applicable | ||
| 6d | Number of +securities issued with security holder approval under rule 7.1A | Not applicable |
| + | See chapter 19 for defined terms. |
| Appendix 3B Page 2 | 04/03/2013 |
| 6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
|
Not applicable | ||||
| 6f | Number of +securities issued under an exception in rule 7.2 | Not applicable | ||||
| 6g | If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. | Not applicable | ||||
| 6h | If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | Not applicable | ||||
| 6i | Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements | Not applicable |
| 7 | +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B. |
Date Registered
19/08/2016 Total |
Number of Fully Paid Shares Issued
280,911 280,911 | |||
| Number | +Class | |||||
| 8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) | 381,654,048 | Ordinary shares |
| Number | +Class | |||||
| 9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) | 22,004,490 (3,091,669 options have been cancelled since last Appendix 3B) | Unquoted options | |||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | All ordinary shares rank equally and participate in the right to dividends equally. | ||||
| Part 2 - Pro rata issue
| ||||||
| 11 | Is security holder approval required? | Not applicable | ||||
| 12 | Is the issue renounceable or non-renounceable? | Not applicable | ||||
| 13 | Ratio in which the +securities will be offered | Not applicable | ||||
| 14 | +Class of +securities to which the offer relates | Not applicable | ||||
| 15 | +Record date to determine entitlements | Not applicable | ||||
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | Not applicable | ||||
| 17 | Policy for deciding entitlements in relation to fractions | Not applicable | ||||
| 18 | Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7. |
Not applicable | ||||
| 19 | Closing date for receipt of acceptances or renunciations | Not applicable | ||||
| + | See chapter 19 for defined terms. |
| Appendix 3B Page 4 | 04/03/2013 |
| 20 | Names of any underwriters | Not applicable | ||||
| 21 | Amount of any underwriting fee or commission |
Not applicable | ||||
| 22 | Names of any brokers to the issue | Not applicable | ||||
| 23 | Fee or commission payable to the broker to the issue |
Not applicable | ||||
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
Not applicable | ||||
| 25 | If the issue is contingent on security holders’ approval, the date of the meeting |
Not applicable | ||||
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled |
Not applicable | ||||
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders |
Not applicable | ||||
| 28 | Date rights trading will begin (if applicable) |
Not applicable | ||||
| 29 | Date rights trading will end (if applicable) |
Not applicable | ||||
| 30 | How do security holders sell their entitlements in full through a broker? |
Not applicable | ||||
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? |
Not applicable | ||||
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? |
Not applicable | ||||
| 33 | +Issue date | Not applicable | ||||
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
| 34 |
Type of +securities (tick one)
| |||
| (a) | x | +Securities described in Part 1 | ||
| (b) |
¨ | All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities | ||
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
| Tick to indicate you are providing the information or documents | ||||||
| 35 |
¨ | If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders | ||||
| 36 | ¨ | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over | ||||
| 37 | ¨ | A copy of any trust deed for the additional +securities | ||||
Entities that have ticked box 34(b)
| 38 | Number of +securities for which +quotation is sought | Not applicable | ||||
+ See chapter 19 for defined terms.
| Appendix 3B Page 6 | 04/03/2013 |
| 39 | +Class of +securities for which quotation is sought
|
Not applicable | ||
| 40 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Not applicable | ||
| 41 | Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security) |
Not applicable |
| Number | +Class | |||||
| 42 | Number and +class of all +securities quoted on ASX (including the +securities in clause 38) | Not applicable | Not applicable |
Quotation agreement
| 1 | +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. |
| 2 | We warrant the following to ASX. |
| • | The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. |
| • | There is no reason why those +securities should not be granted +quotation. |
| • | An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. |
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
| • | Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. |
| • | If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. |
| 3 | We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. |
| 4 | We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. |
| Sign here: |
/s/ Charlie Harrison | Date: 19th August 2016 | ||||
| Company secretary | ||||||
| Print name: | Charlie Harrison | |||||
== == == == ==
+ See chapter 19 for defined terms.
| Appendix 3B Page 8 | 04/03/2013 |