UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Mesoblast Limited

/s/ Charlie Harrison

Charlie Harrison

Company Secretary

Item

99.1

Appendix 4C of Mesoblast Ltd, dated January 29, 2020.

99.2

Appendix 2A of Mesoblast Ltd, dated January 24, 2020.

•

Revenues from sales of TEMCELL by Mesoblast’s licensee for steroid-refractory acute graft versus host disease (aGVHD) in Japan continued to increase and were US$2.0 million for the quarter ended December 31, 2019, a growth of 61% over the comparative quarter of 2018. On a rolling 12-month basis to December 31, 2019, revenues were US$6.6 million, an increase of 53% relative to the prior corresponding period.

•

Total cash receipts from operating activities were US$19.4 million which comprised:

o

US$17.5 million in upfront and milestone payments from Grünenthal under the strategic partnership.

o

US$1.9 million in royalties.

•

Total cash payments for operating activities were reduced by 16% to US$4.0 million relative to the comparative quarter of 2018, reflecting reduced spend of US$6.7 million on clinical programs. This was partially offset by investment in manufacturing and commercial activities for the expected US launch of Ryoncil. 

•

Cash on hand at the end of the quarter was US$81.3 million (A$116.1 million). Over the next 12 months, Mesoblast may have access to an additional US$62.5 million (A$89.3 million) through existing financing facilities and strategic partnerships.

•

Clinical efficacy and safety data were filed for Ryoncil in the Company’s rolling Biologics License Application (BLA). This included analyses of 309 children with aGVHD who have received Ryoncil across three separate studies and new data in control pediatric subjects from the contemporaneous database of the Mount Sinai Acute GVHD International Consortium (MAGIC). 

•

The results demonstrate the effectiveness of Ryoncil in this patient population, with particular efficacy and survival benefit in patients with the most severe forms of aGVHD. If approved, Mesoblast plans US launch of Ryoncil in 2020.

•

Mesoblast’s Phase 3 trial evaluating Revascor in advanced chronic heart failure surpassed the number of primary endpoint events required for trial completion. At completion all surviving patients will have been followed for at least 12 months, with a mean follow up period of approximately 30 months. The results from this pivotal trial are expected to be read out by mid-2020.

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

21 Biopolis Road

#01-22 Nucleos

South Tower

SINGAPORE 138567

T +65 6570 0635

F +65 6570 0176

•

The independent Data Monitoring Committee (DMC) overseeing this Phase 3 trial held its 10th and final scheduled meeting in December 2019 with the recommendation that the trial continue as planned. The DMC reviewed available data from the 566 randomized patients, including components of the trial’s primary and secondary endpoints, and all safety data.

•

Continued operational progress in strategic partnerships for heart failure in China with Tasly Pharmaceuticals and for chronic lower back pain with Grünenthal in Europe, including plans to leverage US Phase 3 trial data read outs; Mesoblast continues to be in active discussions with additional pharmaceutical companies with regard to further potential global and regional strategic partnerships².

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

21 Biopolis Road

#01-22 Nucleos

South Tower

SINGAPORE 138567

T +65 6570 0635

F +65 6570 0176

Julie Meldrum

Schond Greenway

Corporate Communications

Investor Relations

Mesoblast

Mesoblast

T: +61 3 9639 6036

T: +1 212 880 2060

E: julie.meldrum@mesoblast.com

E: schond.greenway@mesoblast.com

Mesoblast Limited
ABN 68 109 431 870

www.mesoblast.com

Corporate Headquarters

Level 38

55 Collins Street

Melbourne 3000

Victoria Australia

T +61 3 9639 6036

F +61 3 9639 6030

United States Operations

505 Fifth Avenue

Third Floor

New York, NY 10017

USA

T +1 212 880 2060

F +1 212 880 2061

Asia

21 Biopolis Road

#01-22 Nucleos

South Tower

SINGAPORE 138567

T +65 6570 0635

F +65 6570 0176

ABN

Quarter ended (“current quarter”)

68 109 431 870

31 December 2019

Current quarter

Year to date

(6 months)

US$ '000

US$ '000

1

Cash flows from operating activities

1.1

Receipts from customers

­  royalty receipts from JCR Pharmaceuticals Co.,Ltd

1,872

3,611

­  upfronts and milestones from Grünenthal

17,500

17,500

1.2

Payments for:

     (a)  research and development

(7,468

)

(15,290

)

          - includes the costs of the three Tier 1 Phase 3 programs in advanced chronic heart failure, chronic low back pain and acute graft vs host disease

     (b)  manufacturing commercialization

(3,206

)

(6,204

)

     (c)  product manufacturing and operating costs

(1,205

)

(1,668

)

     (d)  advertising and marketing

(701

)

(1,150

)

     (e)  staff costs

(3,084

)

(4,981

)

     (f)  other expenses from ordinary activities

(3,362

)

(6,604

)

     (g)  other:

          - intellectual property portfolio expenses

(552

)

(1,223

)

1.3

Dividends received (see note 3)

—

—

1.4

Interest received

240

413

1.5

Interest and other costs of finance paid

(1,361

)

(2,788

)

1.6

Income taxes paid

(3

)

(3

)

1.7

Government grants and tax incentives

—

1,499

1.8

Other provide details if material)

—

—

1.9

Net cash from / (used in) operating activities

(1,330

)

(16,888

)

Current quarter

Year to date

(6 months)

US$ '000

US$ '000

2

Cash flows from investing activities

2.1

Payment to acquire:

     (a)  property, plant and equipment

(458

)

(612

)

     (b)  businesses (see item 10)

—

—

     (c)  investments

—

—

     (d)  intellectual property

—

(100

)

     (e)  other non-current assets

—

—

2.2

Proceeds from disposal of:

     (a)  property, plant and equipment

—

—

     (b)  businesses (see item 10)

—

—

     (c)  investments

—

—

     (d)  intellectual property

—

—

     (e)  other non-current assets

—

—

2.3

Cash flows from loans to other entities

—

—

2.4

Dividends received (see note 3)

—

—

2.5

Other (provide details if material)

—

—

     (a)  Payments for contingent consideration

—

—

2.6

Net cash from / (used in) investing activities

(458

)

(712

)

Current quarter

Year to date

(6 months)

US$ '000

US$ '000

3

Cash flows related to financing activities

3.1

Proceeds from issues of shares

50,663

50,663

3.2

Proceeds from issue of convertible notes

—

—

3.3

Proceeds from exercise of share options

91

390

3.4

Transaction costs related to issues of shares, convertible notes or options

(2,164

)

(2,164

)

3.5

Proceeds from borrowings

3.6

Repayment of borrowings

—

—

3.7

Transaction costs related to loans and borrowings

—

—

3.8

Dividends paid

—

—

3.9

Other (provide details if material)

—

—

     (a)  Payments for lease liabilities

(360

)

(695

)

3.10

Net cash from / (used in) financing activities

48,230

48,194

Current quarter

Year to date

(6 months)

US$ '000

US$ '000

4

Net increase / (decrease) in cash and cash equivalents for the period

4.1

Cash and cash equivalents at beginning of quarter (July 1, 2019)/beginning of year (July 1, 2019)

34,536

50,426

4.2

Net cash from / (used in) operating activities (item 1.9 above)

(1,330

)

(16,888

)

4.3

Net cash from / (used in) investing activities (item 2.6 above)

(458

)

(712

)

4.4

Net cash from / (used in) financing activities (item 3.10 above)

48,230

48,194

4.5

Effect of movement in exchange rates on cash held

370

328

4.6

Cash and cash equivalents at end of quarter

81,348

81,348

Current quarter

Previous quarter

US$ '000

US$ '000

5

Reconciliation of cash and cash equivalents

at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts

5.1

Bank balances

80,928

34,131

5.2

Call deposits

—

—

5.3

Bank overdrafts

—

—

5.4

Other (Term deposits)

420

405

5.5

Cash and cash equivalents at end of quarter (should equal item 4.6 above)

81,348

34,536

Current quarter

US$ '000

6

Payments to directors of the entity and their associates

6.1

Aggregate amount of payments to these parties included in item 1.2

340

6.2

Aggregate amount of cash flow from loans to these parties included in item 2.3

—

6.3

Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2

Payment to directors (for the current quarter) = $340,000

Current quarter

US$ '000

7

Payments to related entities of the entity and their associates

7.1

Aggregate amount of payments to these parties included in item 1.2

—

7.2

Aggregate amount of cash flow from loans to these parties included in item 2.3

—

7.3

Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2

not applicable

Total facility amount

at quarter end

Amount drawn

at quarter end

US$ '000

US$ '000

8

Financing facilities available

Add notes as necessary for an understanding of the position

8.1

Loan facilities

115,000*

80,000*

8.2

Credit standby arrangements

—

—

8.3

Other (please specify)

—

—

8.4

Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

*Loan facility with Hercules Capital, Inc.

On March 6, 2018, Mesoblast entered into a Loan and Security Agreement with Hercules Capital, Inc. (“Hercules Capital”) for a US$75.0 million secured four-year credit facility. Mesoblast drew the first tranche of US$35.0 million on closing. An additional US$15.0 million was drawn during Q1 CY2019.

Hercules extended the final tranche under the facility so that a further US$25.0 million may potentially be drawn on or before Q4 CY2020.

As at December 31, 2019, in line with the decreases in the U.S prime rate in the quarter, the interest rate on the loan decreased from 9.95% to 9.70%.

*Loan facility with NovaQuest Capital Management, L.L.C.

On June 29, 2018, Mesoblast entered into a Loan and Security Agreement with NovaQuest Capital Management, L.L.C. (“NovaQuest”) for a non-dilutive US$40.0 million secured eight-year term loan. Mesoblast drew the first tranche of US$30.0 million of the loan on closing. An additional US$10.0 million from the loan will be drawn on marketing approval of Ryoncil by the United States Food and Drug Administration (FDA).

Prior to maturity in July 2026, the loan is only repayable from net sales of Ryoncil in the treatment of pediatric patients who have failed to respond to steroid treatment for acute Graft versus Host Disease (aGvHD), in the United States and other geographies excluding Asia. Interest on the loan will accrue at a rate of 15% per annum with the interest only period lasting 4 years. Interest payments will be deferred until after the first commercial sale. The financing is subordinated to the senior creditor, Hercules Capital.

US$ '000

9

Estimated cash outflows for next quarter

9.1

Research and development

(8,463

)

9.2

Prouct Manufacturing and operating costs

(3,593

)

9.3

Manufacturing commercialisation

(1,200

)

9.4

Advertising and marketing

(1,339

)

9.5

Leased assets

—

9.6

Staff costs

(2,456

)

9.7

Other expenses from ordinary activities

(3,539

)

9.8

Other (provide details if material):

(a) Intellectual property portfolio expenses

(892

)

(b) Interest expenses

(1,318

)

9.9

Total estimated cash outflows

(22,800)*

•

US$2.0 million royalty receipts earned on sales of TEMCELL® HS. Inj.¹ in Japan; and

•

interest income receipts.

Acquisitions

Disposals

US$ '000

US$ '000

10

Acquisitions and disposals of business entities

(items 2.1(b) and 2.2(b) above)

10.1

Name of entity

—

—

10.2

Place of incorporation or registration

—

—

10.3

Consideration for acquisition or disposal

—

—

10.4

Total net assets

—

—

10.5

Nature of business

—

—

1.

The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2.

If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

3.

Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

Question no

Question

Answer

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 LTD

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

1.3

*ASX issuer code

MSB

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

1.4a

*Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.

1.4b

*Date of previous announcement to this update

Mandatory only if “Update” ticked in Q1.4 above.

1.4c

*Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

1.4d

*Date of previous announcement to this cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

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.

1.5

*Date of this announcement

24 January 2020

Question No.

Question

Answer

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

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”

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”.

2.2a.2.1

*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.

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”.

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. 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.

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”.

288,333 Unquoted Options

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.

58,333 on 10 January 2020;

80,000 on 21 January 2020; and

150,000 on 22 January 2020.

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”.

2.2d.2

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.

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”.

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.

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”.

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.

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”.

2.2g.2

*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”.

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”.

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”.

Name of KMP

Name of registered holder

Number of +securities

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:

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 why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Answer this question if your response to Q2.1 is “Other”.

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

2.2i.1

*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.

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")

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

Question No.

Question

Answer

3A.1

*ASX +security code & description

3A.2

*Number of +securities to be quoted

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

Question No.

Question

Answer

3B.1

*ASX +security code & description

MSB

3B.2

*Number of +securities to be quoted

288,333 fully paid ordinary shares

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

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”.

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”.

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”.

3B.3e

*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 on a pro rata basis for the next dividend, distribution or interest payment; or the securities may not rank at all or on a pro rata basis or be entitled to participate in some other event, such as an entitlement issue.

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

Question No.

Question

Answer

3C.1

*Security description

3C.2

*Security type

Select one item from the list

Please select the most appropriate security type from the list. 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

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.

3C.4

*Number of +securities to be quoted

3C.5a

*Will all the +securities issued in this class rank equally in all respects from the issue date?

Yes or No

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”.

Yes or No

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”.

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”.

3C.5e

*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 on a pro rata basis for the next dividend, distribution or interest payment; or the +securities may not rank at all or on a pro rata basis or be entitled to participate in some other event, such as an entitlement issue.

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.

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.

Yes or No

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.

Number of +securities held

Number of holders

Total percentage of +securities held

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

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.

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.

*+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.

*Will there be CDIs issued over the +securities?

Yes or No

*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).

X:Y

*Is it a partly paid class of +security?

Yes or No

*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).

X:Y

*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.

Yes or No

3C.9b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+Security currency

This is the currency in which the exercise price is payable.

*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).

*Expiry date

The date on which the options expire or terminate.

*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)”.

3C.9c

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

*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

*+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.

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).

*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

Frequency of coupon/interest payments per year

Select one item from the list.

☐Monthly

☐Quarterly

☐Semi-annual

☐Annual

☐No coupon/interest payments

☐Other

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

Interest rate per annum

Answer this question if the interest rate type is fixed.

          % p.a.

*Is the interest rate per annum estimated at this time?

Answer this question if the interest rate type is fixed.

Yes or No

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.

*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.

Yes or No

*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”.

*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.

Yes or No

*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”.

             % p.a.

*Is the margin estimated at this time?

Answer this question if the interest rate type is floating or indexed.

Yes or No

If the margin 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 floating or indexed and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.

*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

*Is the +security perpetual (i.e. no maturity date)?

Yes or No

*Maturity date

Answer this question if the security is not perpetual

*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

*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

Yes or No

*If yes, what is the first trigger date

Answer this question if your response to the previous question is “Yes”.

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 share (ASX:ABC)”.

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”.

58,333 on 10 January 2020;

80,000 on 21 January 2020; and

150,000 on 22 January 2020.

4.1b

*What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

4.2

*Are the +securities to be quoted being issued for a cash consideration?

If the securities are being issued for nil cash consideration, answer this question “No”.

Yes

4.2a

*In what currency is the cash consideration being paid

For example, if the consideration is being paid in Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is “Yes”.

AUD

4.2b

*What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a.

Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

130,000 at $1.31;

91,666 at $1.87; and

66,667 at $1.94.

4.2c

Please describe the consideration being provided for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.

4.2d

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.

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.

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)

ASX +security code and description

Total number of +securities on issue

Ordinary share

537,067,767

5.2

*Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX):

ASX +security code and description

Total number of +securities on issue

Unquoted options

24,514,668

Incentive rights

1,500,000

-

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”.

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”.

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”.

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”.

6.1c.1

*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.