meso-6k_20191008.htm

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 October 2019

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 October 8, 2019, 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

 

 

 

 

Company Secretary

 

 

 

Dated: October 9, 2019


INDEX TO EXHIBITS

 

 

 

Item

 

 

 

 

 

99.1

 

Appendix 3B of Mesoblast Ltd, dated October 8, 2019.

 

 

 

 

 

meso-ex991_6.htm

Exhibit 99.1

 

 

8 October 2019

 

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 (ABN 68 109 431 870) (Mesoblast) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).

 

Mesoblast today issued 37,500,000 fully paid ordinary shares (Shares) at an issue price of A$2.00 per Share to sophisticated and professional investors under the institutional placement announced on 3 October 2019.

 

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; and

4.

as at the date of this notice, there is no information that is “excluded information” within the meaning of sections 708A(7) and 708A(8) of the Corporations Act.

 

Yours sincerely

 

 

Charlie Harrison

Company Secretary

Mesoblast Limited

 

 

+ See chapter 19 for defined terms.

 

04/03/2013


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

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 LTD

 

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

Fully paid ordinary shares.

 

 

 

2

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

38,019,892 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)

37,500,000 fully paid ordinary shares as per the Company’s constitution for consideration of A$75,000,000.

 

200,000 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of A$238,000.

 

319,892 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of US$108,763.

 

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 1

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

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. Shares issued will rank equally in all respects from the date of issue with existing shares on issue.

 

 

 

5

Issue price or consideration

 

37,500,000 fully paid ordinary shares as per the Company’s constitution for consideration of A$75,000,000.

 

200,000 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of A$238,000.

 

319,892 ordinary shares issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan for consideration of US$108,763.

 

 

 

 

6

Purpose of the issue

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

37,500,000 ordinary shares have been issued pursuant to the Company's institutional placement, as announced on 3 October 2019. The net proceeds from the placement will principally be used to build product inventory and a targeted United States sales force in preparation for the potential United States commercial launch of remestemcel-L in the treatment of pediatric steroid-refractory acute graft versus host disease. Proceeds will also be used to complete Phase 3 trials for chronic low back pain and advanced heart failure, and for working capital and general corporate purposes.

 

200,000 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

 

319,892 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company’s Employee Share Option Plan.

 

 

 

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 2

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

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

 

 

 

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

8 October 2019

12 September 2019

20 September 2019

Total

 

Number of ordinary
shares issued
37,500,000

200,000

319,892

38,019,892

 

 

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 3

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

 

 

 

 

 

 

 

 

 

Number

+Class

8

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

 

536,679,434

 

Ordinary shares

 

 

 

 

 

 

 

 

 

 

Number

+Class

9

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

25,363,001

(146,666 options have been cancelled since last Appendix 3B)

 

Unquoted options

 

 

 

 

 

 

1,500,000

Incentive rights

 

 

 

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

 

 

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 4

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

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

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 5

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

 

 

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)

+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


 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 6

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

 

Entities that have ticked box 34(b)

 

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 7

04/03/2013

 


Exhibit 99.1

Appendix 3B

New Issue Announcement

 

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:

Date: 8 October 2019

Company secretary

 

Print name:

Charlie Harrison

 

== == == == ==

 

 

 

 

 

 

 

 

 

 

+ See chapter 19 for defined terms.

 

 

 

Appendix 3B Page 8

04/03/2013