Announcement PDF Appendix 3B New issue announcement Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5 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 Name of entity CYNATA THERAPEUTICS LIMITED ABN 98 104 037 372 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 Incentive Options 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 750,000 3 Principal terms of the +securities (eg, 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) Incentive Options exercisable at $0.49 each on or before 16 December 2018, with 250,000 vesting immediately, 250,000 vesting in 12 months (subject to continuing employment) and 250,000 vesting in 24 months (subject to continuing employment). + See chapter 19 for defined terms. 01/08/2012 Incentive Option terms include a cashless exercise facility, which permits the optionholder to pay the exercise price by setting the exercise price off against the number of Shares which they are entitled to receive on exercise. Using this facility means that the optionholder will only be issued the number of Shares (rounded down to the nearest whole number) equal to the difference between the total exercise price payable on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the VWAP for Shares traded on ASX in the one week period immediately prior to the exercise date). Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the date of allotment 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 Shares issued upon exercise of the Incentive Options will rank equally in all respects from the date of issue with existing Fully Paid Ordinary Shares. 5 Issue price or consideration Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issued as an incentive to an employee pursuant to an existing employment agreement. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 11 November 2015 6c Number of +securities issued without security holder approval under rule 7.1 750,000 Incentive Options 6d Number of +securities issued with security holder approval under rule 7.1A N/A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) N/A + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 2 Appendix 3B New issue announcement N/A 6f Number of securities issued under an exception in rule 7.2 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. N/A 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 N/A 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 7.1 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 16 December 2015 8 Number and +class of all +securities Number quoted on ASX (including the securities in section 2 if applicable) + See chapter 19 for defined terms. 01/08/2012 7.1A 10,160,711 7,273,807 72,738,075 Appendix 3B Page 3 Class + Ordinary Fully Paid Shares (CYP) Appendix 3B New issue announcement 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) Number + 5,000,000 Unlisted Options exercise price $0.40, expiring 27 September 2018 (CYPAI). 500,000 3,333,336 3,666,669 750,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? N/A 12 Is the issue renounceable or nonrenounceable? N/A 13 Ratio in which the +securities will be offered N/A 14 +Class of +securities to which the offer relates N/A 15 +Record determine entitlements N/A 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A date to + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 4 Class Unlisted Options exercise price $0.40, expiring 9 September 2016 (CYPAK). Unlisted Options exercise price $0.80, expiring 17 August 2016 (CYPAM). Unlisted Options exercise price $1.00, expiring 17 July 2020 (CYP AM). Unlisted Incentive Options exercise price$0.49 expiring 16 December 2018 (500,000 subject to vesting conditions). 18 Names of countries in which the entity has +security holders who will not be sent new issue documents N/A Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. Closing date for receipt acceptances or renunciations 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders N/A 25 If the issue is contingent on +security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do +security holders sell their entitlements in full through a broker? N/A + See chapter 19 for defined terms. 01/08/2012 of N/A 19 Appendix 3B Page 5 Appendix 3B New issue announcement 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do +security holders dispose of their entitlements (except by sale through a broker)? N/A +Despatch date N/A 33 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 Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 6 Appendix 3B New issue announcement 39 Class of +securities quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? for which 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 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) 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38) + See chapter 19 for defined terms. 01/08/2012 Number Appendix 3B Page 7 Class + Appendix 3B New issue announcement Quotation agreement 1 2 Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. + 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 • • 3 4 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. 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. We give ASX the information and documents required by this form. If any information or document not available now, 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. Date: 16 December 2015 (Director/Company secretary) Print name: Peter Webse + See chapter 19 for defined terms. 01/08/2012 == == == == == Appendix 3B Page 8 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue 56,440,041 Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period 9,237,375 Exercise of Listed Options – December 2014/January 2015 393,987 Fully Paid Ordinary Shares – January 2015 6,666,672 Fully Paid Ordinary Shares – July 2015 Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period - “A” 72,738,075 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 10,910,711 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 750,000 Incentive Options – issued 16 December 2015 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 750,000 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 10,910,710 Note: number must be same as shown in Step 2 Subtract “C” 750,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 10,160,711 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 10 Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 72,738,075 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 7,273,807 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A - Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” + See chapter 19 for defined terms. 01/08/2012 - Appendix 3B Page 11 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 7,273,807 Note: number must be same as shown in Step 2 Subtract “E” - Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 7,273,807 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 12