14 Jan

Update - Proposed issue of securities - MEB

Proposed issue of securities Proposed issue of securities 1 / 12 Update Summary Entity name MEDIBIO LIMITED Announcement Type Update to previous announcement Date of this announcement 14/1/2022 Reason for update to a previous announcement The updated Appendix 3B is to amend the Offer Timetable as announced to the ASX on 13 January 2022. Refer to next page for full details of the announcement Proposed issue of securities Proposed issue of securities 2 / 12 Part 1 - Entity and announcement details 1.1 Name of +Entity MEDIBIO LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type ABN Registration Number 58008130336 1.3 ASX issuer code MEB 1.4 The announcement is 1.4a Reason for update to a previous announcement The updated Appendix 3B is to amend the Offer Timetable as announced to the ASX on 13 January 2022. 1.4b Date of previous announcement to this update 15/12/2021 1.5 Date of this announcement 14/1/2022 1.6 The Proposed issue is: 1.6a The proposed standard +pro rata issue is: + Non-renounceable A placement or other type of issue A placement or other type of issue A standard +pro rata issue (non-renounceable or renounceable) Update/amendment to previous announcement Proposed issue of securities Proposed issue of securities 3 / 12 Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? Part 3B - Offer details Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued ASX +security code and description MEB : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? If the entity has quoted company options, do the terms entitle option holders to participate on exercise? Details of +securities proposed to be issued ASX +security code and description MEB : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities to be issued 1 For a given quantity of +securities held 3 No Yes Existing class No Proposed issue of securities Proposed issue of securities 4 / 12 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 687,018,109 Reason for the update of 'Maximum number of +securities proposed to be issued' Minor rounding amendments have been applied. Offer price details for retail security holders In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.00500 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Describe the limits on over-subscription Eligible shareholders who apply for their Entitlement in full may apply for additional Shares under the Shortfall. If eligible shareholders subscribe for more Shares than are available under the Shortfall, the Company will apply a scale-back procedure to ensure a fair allocation of the shortfall. Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements In the event of a scale back, Eligible Shareholders' applications will be scaled back using a consistent percentage across all applications. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class Yes Yes Yes Proposed issue of securities Proposed issue of securities 5 / 12 Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX) Details of attaching +securities proposed to be issued ASX +security code and description MEBOC : OPTION EXPIRING 28-FEB-2024 ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs) Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued 1 For a given quantity of the new +securities issued 2 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 343,509,055 Reason for the update of 'Maximum number of +securities proposed to be issued' Minor rounding amendments have been applied. Offer price details for retail security holders In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.00000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Describe the limits on over-subscription Eligible shareholders who apply for their Entitlement in full may apply for additional Shares under the Shortfall. If eligible shareholders subscribe for more Shares than are available under the Shortfall, the Company will apply a scale-back procedure to ensure a fair allocation of the shortfall. Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements Yes Yes Proposed issue of securities Proposed issue of securities 6 / 12 Describe the scale back arrangements In the event of a scale back, Eligible Shareholders' applications will be scaled back using a consistent percentage across all applications. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Part 3C - Timetable 3C.1 +Record date 25/1/2022 3C.2 Ex date 24/1/2022 3C.4 Record date 25/1/2022 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 31/1/2022 3C.6 Offer closing date 18/2/2022 3C.7 Last day to extend the offer closing date 15/2/2022 3C.9 Trading in new +securities commences on a deferred settlement basis 21/2/2022 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 25/2/2022 3C.12 Date trading starts on a normal T+2 basis 28/2/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 2/3/2022 Yes Proposed issue of securities Proposed issue of securities 7 / 12 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? 3E.1a Who is the lead manager/broker? CPS Capital Group Pty Ltd (CPS) 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? CPS will be entitled to subscribe for options to acquire shares in the Company at an issue price of $0.00001 per option on the basis of ten (10) options for every $1.00 of all funds raised under the Capital Raising (including the Placement and Entitlement Offer). The CPS Options to be issued will be issued under the existing class of quoted MEBOC options (CPS Options). The CPS Options have an exercise price of $0.015 (1.5 cents) and expire on 28 February 2024. Should the Company be successful in executing an underwriting agreement for the Entitlement Offer, the Company will pay 6% on the total underwritten amount to CPS. 3E.2 Is the proposed offer to be underwritten? 3E.2a Who are the underwriter(s)? CPS Capital Group Pty Ltd (CPS) 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? It is expected that the Offer will be underwritten by the Lead Manager CPS. 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Should the Company be successful in executing an underwriting agreement for the Entitlement Offer, the Company will pay 6% on the total underwritten amount to CPS. 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated The terms of the underwriting are yet to be agreed and thus the Company will provide an update to the market should execution of the underwriting agreement proceed. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Nil No No Yes Yes Proposed issue of securities Proposed issue of securities 8 / 12 Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue 1. Depressive burden validation trial; 2. Establish depressive burden trial; 3. Establish trial of pharmaceuticals in psychiatric patients; 4. Sales & marketing for consumer products; and 4. General working capital. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue The Countries that the Company has on its register that will not be able to participate are as follows Bahamas, Cocos Islands, Germany, Hong King, Malaysia, Philippines, United Kingdom and USA. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities 3F.6 URL on the entity's website where investors can download information about the proposed issue https://medibio.com.au/ 3F.7 Any other information the entity wishes to provide about the proposed issue N/A 3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No No No The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No No No Proposed issue of securities Proposed issue of securities 9 / 12 Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? 7A.1a Conditions Approval/Condition +Security holder approval Date for determination 11/2/2022 Is the date estimated or actual? ** Approval received/condition met? No Comments The Placement will be conducted in two stages. Under Stage 1 the Company will issue 260,000,000 New Shares without shareholder approval under its existing placement capacity pursuant to ASX Listing Rule 7.1. Under Stage 2 the Company is proposing to issue, subject to shareholder approval at an Extraordinary General Meeting of the Company expected to be held in February 2022 whereby a total of 130,000,000 free attaching Options (in connection with stage 1 of the Placement), 190,049,250 New Shares and 95,024,625 Options (in respect of stage 2 of the Placement). Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description MEB : ORDINARY FULLY PAID Number of +securities proposed to be issued 450,049,250 Offer price details Are the +securities proposed to be issued being issued for a cash Yes Existing class Actual Yes Proposed issue of securities Proposed issue of securities 10 / 12 Are the +securities proposed to be issued being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 0.00500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX) Details of attaching +securities proposed to be issued ASX +security code and description MEBOC : OPTION EXPIRING 28-FEB-2024 Number of +securities proposed to be issued 225,024,625 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Please describe the consideration being provided for the +securities The Company will offer free attaching MEBOC Options to participants in the Placement on the basis of one MEBOC Option for every two shares subscribed for. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes No Existing class Yes Yes Proposed issue of securities Proposed issue of securities 11 / 12 Part 7C - Timetable 7C.1 Proposed +issue date 18/2/2022 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 260,000,000 fully paid ordinary shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.1a Who is the lead manager/broker? CPS Capital Group Pty Ltd (CPS) 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Company will pay CPS a management fee of 2% and a 4% placing fee for the total funds raised under the Placement. CPS will be entitled to subscribe for options to acquire shares in the Company at an issue price of $0.00001 per option on Yes No No No No Yes No Proposed issue of securities Proposed issue of securities 12 / 12 the basis of ten (10) options for every $1.00 of all funds raised under the Capital Raising being the Placement and Entitlement Offer. The CPS Options to be issued will be issued under the existing class of quoted MEBOC options (CPS Options). The CPS Options have an exercise price of $0.015 (1.5 cents) and expire on 28 February 2024. 7E.2 Is the proposed issue to be underwritten? 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Nil Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities 1. Depressive burden validation trial; 2. Establish depressive burden trial; 3. Establish trial of pharmaceuticals in psychiatric patients; 4. Sales & marketing for consumer products; and 4. General working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 7F.2 Any other information the entity wishes to provide about the proposed issue Nil 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No
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