UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Mesoblast Limited

/s/ Charlie Harrison

Charlie Harrison

Company Secretary

Item

99.1

Appendix 3B of Mesoblast Ltd, dated July 10, 2017.

10 July 2017

The Manager

Company Notices Section

ASX Limited

Level 4, North Tower, Rialto Towers

525 Collins Street

MELBOURNE VIC 3000

Dear Sir/Madam

Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)

This notice is given by Mesoblast Limited ACN 109 431 870 (Mesoblast) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).

Mesoblast has today issued 6,029,545 fully paid ordinary shares in Mesoblast (the Shares) to Osiris Therapeutics Inc. as contingent consideration in relation to the ongoing Crohn's disease program. This consideration was included in the original purchase agreement for the acquisition in 2013 of the mesenchymal stem cell (MSC) business of Osiris Therapeutics.

Mesoblast advises that:

1.

the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2.

this notice is being given under section 708A(5)(e) of the Corporations Act;

3.

as at the date of this notice, Mesoblast has complied with:

(a)

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

(b)

section 674 of the Corporations Act;

4.

as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act; and

5.

it remains in exclusive negotiations with Mallinckrodt Pharmaceuticals in regard to a potential commercial and development partnership for two of its lead product candidates.

Name of entity

MESOBLAST LIMITED

ABN

68 109 431 870

1

+Class of +securities issued or to be issued

Ordinary shares (fully paid) and unquoted options to acquire ordinary shares.

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

6,302,124 fully paid ordinary shares and 6,945,000 unquoted options to acquire 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)

6,302,124 fully paid ordinary shares as per the terms set out in the Company’s constitution.

2,095,000 unquoted options to acquire ordinary shares at a price per share of $1.33, vesting in three equal tranches on 6 December 2017, 6 December 2018 and 6 December 2019 respectively, and expiring 5 December 2023.

4,400,000 unquoted options to acquire ordinary shares at a price per share of $1.21 and expiring 5 December 2023. These options vest upon the satisfaction of certain specified corporate milestones.

450,000 unquoted options to acquire ordinary shares at a price per share of $1.67 and expiring 12 January 2024. These options vest upon the satisfaction of certain specified corporate milestones.

+ See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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 fully paid ordinary shares.

Shares issued on the exercise of the unquoted options will rank equally with quoted shares as from their date of issue.

5

Issue price or consideration

6,029,545 ordinary shares issued to Osiris Therapeutics Inc at a price of $2.18;

272,579 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

Each option was issued for no issue price.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

6,029,545 ordinary shares to Osiris Therapeutics Inc. as contingent consideration in relation to the ongoing Crohn's disease program. This consideration was included in the original purchase agreement for the acquisition in 2013 of the mesenchymal stem cell business of Osiris Therapeutics.

272,579 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

6,945,000 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan across the Company’s executives and other senior management.

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

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

+ See chapter 19 for defined terms.

Appendix 3B Page 3

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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
30/06/2017

Total
 

Date
Registered
26/04/2017

27/04/2017

10/07/2017

Total

Number of Unquoted
options to acquire shares
issued
6,945,000

6,945,000
 

Number of ordinary
shares issued
255,912

16,667

6,029,545

6,302,124

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

434,250,943

Ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

22,200,246 (1,967,578 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.

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

+ See chapter 19 for defined terms.

Appendix 3B Page 4

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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

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

34

Type of +securities

(tick one)

(a)

☒

+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

+ See chapter 19 for defined terms.

Appendix 3B Page 5

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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

38

Number of +securities for which +quotation is sought

Not applicable

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

+ See chapter 19 for defined terms.

Appendix 3B Page 6

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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.

•

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:

Print name:

Charlie Harrison

+ See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013