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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 January 2018
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 January 19, 2018, 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.
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: January 25, 2018
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Item |
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99.1 |
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Appendix 3B of Mesoblast Ltd, dated January 19, 2018. |
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
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Name of entity |
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MESOBLAST LIMITED (Mesoblast) |
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ABN |
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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).
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1 |
+Class of +securities issued or to be issued |
Ordinary shares, unquoted options to acquire ordinary shares and incentive rights. |
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Number of +securities issued or to be issued (if known) or maximum number which may be issued |
2,637,062 ordinary shares, 5,960,000 unquoted options to acquire ordinary shares and 1,500,000 incentive rights. |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 1 |
04/03/2013 |
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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) |
750,000 unquoted options to acquire ordinary shares at a price per share of A$1.28 and expiring 23 November 2024. These options vest upon the satisfaction of certain specified corporate milestones.
750,000 unquoted options to acquire ordinary shares at a price per share of A$1.41, vesting in three equal tranches on 24 November 2018, 24 November 2019 and 24 November 2020 respectively, and expiring 23 November 2024.
2,000,000 ordinary shares (unpaid) as per the company’s constitution.
381,150 ordinary shares (fully paid) as per the company’s constitution.
1,500,000 incentive rights to acquire ordinary shares at a price per share of A$2.22 and expiring on 19 January 2021.
A prospectus has been filed with ASIC in order to enable the above issues of ordinary shares, options and incentive rights and is attached to this Appendix 3B.
255,912 ordinary shares (fully paid) as per the company’s constitution.
2,000,000 unquoted options to acquire ordinary shares at a price per share of A$1.76 and expiring 12 October 2024. These options vest upon the satisfaction of certain specified corporate milestones.
2,310,000 unquoted options to acquire ordinary shares at a price per share of A$1.96, vesting in three equal tranches on 13 October 2018, 13 October 2019 and 13 October 2020 respectively, and expiring 12 October 2024.
150,000 unquoted options to acquire ordinary shares at a price per share of A$1.40 and expiring 15 September 2024. These options vest upon the satisfaction of certain specified corporate milestones. |
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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.
Shares issued on the exercise of the incentive rights and unquoted options will rank equally with quoted shares as from their date of issue. |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 2 |
04/03/2013 |
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Issue price or consideration
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Each incentive right and option was issued for no issue price.
2,000,000 ordinary shares for nil consideration.
381,150 ordinary shares for A$550,000.
255,912 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of US$82,532.
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6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
5,960,000 unquoted options to acquire ordinary shares issued pursuant to the Company’s Employee Share Option Plan, including 1,500,000 options to Jonathan R. Symonds, CBE, BA, FCA, a key strategic advisor to the Mesoblast CEO and board (see attached prospectus for more information on this issue of options).
255,912 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.
1,500,000 incentive rights to Kentgrove Capital, being the incentive rights which Mesoblast is required to issue in accordance with the terms of the 2016 Facility Agreement (see attached prospectus for more information on these securities and the facility).
2,000,000 ordinary shares (Reserve Shares) to Kentgrove Capital, being the Reserve Shares which Mesoblast is required to issue to Kentgrove in accordance with the terms of the 2016 Facility Agreement (see attached prospectus for more information on these securities and the facility).
381,150 ordinary shares to Kentgrove Capital for payment in connection with provision of facility in accordance with the terms of the 2016 Facility Agreement.
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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 |
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6b |
The date the security holder resolution under rule 7.1A was passed |
Not applicable |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
Not applicable |
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6d |
Number of +securities issued with security holder approval under rule 7.1A |
Not applicable |
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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 |
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6f |
Number of +securities issued under an exception in rule 7.2 |
Not applicable |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 3 |
04/03/2013 |
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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 |
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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 |
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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 |
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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. |
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Number of unquoted |
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Date |
options to acquire shares |
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Registered |
issued |
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19 Jan 2018 |
4,310,000 |
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19 Jan 2018 |
150,000 |
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TBC |
1,500,000 |
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Total |
5,960,000 |
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Date |
Number of incentive |
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Registered |
rights issued |
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19 Jan 2018 |
1,500,000 |
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Total |
1,500,000 |
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Date |
Number of ordinary |
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Registered |
shares issued |
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15 Dec 2017 |
255,912 |
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19 Jan 2018 |
2,000,000 |
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19 Jan 2018 |
381,150 |
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Total |
2,637,062 |
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Number |
+Class |
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8 |
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) |
473,238,888 |
Ordinary shares
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Number |
+Class |
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Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) |
28,131,000 (16,665 options have been cancelled since last Appendix 3B) |
Unquoted options
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1,500,000 |
Incentive Rights |
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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. |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 4 |
04/03/2013 |
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11 |
Is security holder approval required? |
Not applicable |
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12 |
Is the issue renounceable or non-renounceable? |
Not applicable |
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13 |
Ratio in which the +securities will be offered |
Not applicable |
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14 |
+Class of +securities to which the offer relates |
Not applicable |
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15 |
+Record date to determine entitlements |
Not applicable |
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Not applicable |
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17 |
Policy for deciding entitlements in relation to fractions |
Not applicable |
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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
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19 |
Closing date for receipt of acceptances or renunciations |
Not applicable
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20 |
Names of any underwriters |
Not applicable |
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21 |
Amount of any underwriting fee or commission |
Not applicable |
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22 |
Names of any brokers to the issue |
Not applicable |
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23 |
Fee or commission payable to the broker to the issue |
Not applicable |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
Not applicable |
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25 |
If the issue is contingent on security holders’ approval, the date of the meeting |
Not applicable |
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26 |
Date entitlement and acceptance form and offer documents will be sent to persons entitled |
Not applicable |
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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 |
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28 |
Date rights trading will begin (if applicable) |
Not applicable |
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29 |
Date rights trading will end (if applicable) |
Not applicable |
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30 |
How do security holders sell their entitlements in full through a broker? |
Not applicable |
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31 |
How do security holders sell part of their entitlements through a broker and accept for the balance? |
Not applicable |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 5 |
04/03/2013 |
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How do security holders dispose of their entitlements (except by sale through a broker)? |
Not applicable |
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33 |
+Issue date |
Not applicable |
Part 3 ‑ Quotation of securities
You need only complete this section if you are applying for quotation of securities
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(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 |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 6 |
04/03/2013 |
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
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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 |
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36 |
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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 |
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37 |
☐ |
A copy of any trust deed for the additional +securities |
Entities that have ticked box 34(b)
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38 |
Number of +securities for which +quotation is sought |
Not applicable |
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39 |
+Class of +securities for which quotation is sought |
Not applicable |
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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 |
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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
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Number |
+Class |
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42 |
Number and +class of all +securities quoted on ASX (including the +securities in clause 38) |
Not applicable |
Not applicable |
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 7 |
04/03/2013 |
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+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. |
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We warrant the following to ASX. |
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The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. |
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There is no reason why those +securities should not be granted +quotation. |
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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
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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. |
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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. |
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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. |
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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. |
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Sign here: |
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Date: 19 January 2018
Company secretary
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Print name: |
Charlie Harrison |
== == == == ==
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+ See chapter 19 for defined terms. |
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Appendix 3B Page 8 |
04/03/2013 |