Report of Foreign Issuer (6-k)
05 Août 2013 - 7:24PM
Edgar (US Regulatory)
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 August 2013
Prana Biotechnology Limited
(Name of Registrant)
Level 2, 369 Royal Parade Parkville
Victoria 3052 Australia
(Address of Principal
Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
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):___
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):
___
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If "Yes" is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____
PRANA BIOTECHNOLOGY LIMITED
6-K Items
1. Notice under section 708A and Appendix
3B
Rule
2.7, 3.10.3, 3.10.4, 3.10.5
Appendix
3B
New issue announcement,
application for quotation of additional
securities and agreement
Information
or documents not available now must be given to ASX as soon as available.
Information
and documents given to ASX become ASX’s property and may be made public.
Introduced
01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
|
Name of entity:
|
|
PRANA BIOTECHNOLOGY LIMITED (ASX: PBT)
|
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
|
a)
Ordinary Shares
b)
Unlisted Options
|
|
2
|
Number of
+
securities
issued or to be issued (if known) or maximum number which may be issued
|
a)
8,054,900
b)
306,490
|
|
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)
|
a)
Pari passu with existing Ordinary Shares (PBT)
b)
Unlisted options exercisable at AUD$0.66 cents on or before 4 August 2018.
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 1
|
01/08/2012
|
|
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
|
a)
Yes (PBT)
b)
Yes, upon exercise to Ordinary Shares.
|
|
5
|
Issue price or consideration
|
a)
AUD$3,136,499
b)
Nil cash consideration.
|
|
6
|
Purpose of the issue
(If issued as consideration for the acquisition
of assets, clearly identify those assets)
|
a)
To fund the Company’s current clinical development, research programs and working capital.
This is an on-going
placement – more tranches will be allotted in the future.
b)
As per Employee Incentive Scheme and Consulting Agreements.
|
|
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
|
Yes
|
|
6b
|
The date the security holder resolution under rule 7.1A was passed
|
12 December 2012
|
|
6c
|
Number of
+
securities issued without security holder approval under rule 7.1
|
8,054,900
|
|
6d
|
Number of
+
securities issued with security holder approval under rule 7.1A
|
Nil
|
|
6e
|
Number of
+
securities
issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
|
Nil
|
|
6f
|
Number of securities issued under an exception in rule 7.2
|
306,490
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 2
|
01/08/2012
|
|
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
|
Refer annexure 1
|
|
7
|
Dates of entering
+
securities
into uncertificated holdings or despatch of certificates
|
a)
2 to 7 August 2013
b)
5 August 2013
|
|
|
|
Number
|
+
Class
|
|
8
|
Number and
+
class
of all
+
securities quoted on ASX (
including
the securities in section 2 if applicable)
|
389,665,326
|
Ordinary Shares (PBT)
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 3
|
01/08/2012
|
|
9
|
Number
and
+
class of all
+
securities not quoted on ASX (
including
the securities in section 2 if applicable)
|
|
ASX Code
|
Number
|
Class of Securities
|
Issued under an ESOP
|
|
Security Type
|
Exercise Price
|
Expiry Date
|
|
PBTAB
|
2,270,690
|
Unlisted Options
|
$Nil
|
7 Aug 2014
|
2004 ASX Plan
|
|
PBTAC
|
1,683,793
|
Unlisted Options
|
AUD$0.37
|
25 June 2018
|
2004 ASX Plan
|
|
PBTAI
|
8,512,645
|
Unlisted Options
|
AUD$0.225
|
24 Mar 2015
|
-
|
|
PBTAM
|
10,000,000
|
Unlisted Options
|
AUD$0.30
|
11 Sep 2013
|
-
|
|
PBTAO
|
612,397
|
Unlisted Options
|
AUD$0.17
|
24 Feb 2016
|
-
|
|
PBTAQ
|
9,000,000
|
Unlisted Options
|
AUD$0.33
|
13 Dec 2017
|
2004 ASX Plan
|
|
PBTAS
|
1,418,756
|
Unlisted Options
|
AUD$0.15
|
31 Mar 2014
|
2004 ASX Plan
|
|
PBTAU
|
1,000,000
|
Unlisted Options
|
AUD$0.25
|
19 Dec 2014
|
2004 ASX Plan
|
|
PBTAW
|
1,658,237
|
Unlisted Options
|
AUD$0.25
|
20 Mar 2017
|
2004 ASX Plan
|
|
New Class
|
306,490
|
Unlisted Options
|
AUD$0.66
|
4 Aug 2018
|
2004 ASX Plan
|
|
TOTAL
|
36,463,008
|
|
|
|
|
|
10
|
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
|
Unchanged
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 4
|
01/08/2012
|
Part 2 - Bonus issue or pro rata issue
|
11
|
Is security holder approval required?
|
|
|
|
|
|
|
12
|
Is the issue renounceable or non-renounceable?
|
|
|
|
|
|
|
13
|
Ratio in which the
+
securities
will be offered
|
|
|
|
|
|
|
14
|
+
Class
of
+
securities to which the offer relates
|
|
|
|
|
|
|
15
|
+
Record date to determine entitlements
|
|
|
|
|
|
|
16
|
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
|
|
|
|
|
|
|
17
|
Policy for deciding entitlements in relation
to fractions
|
|
|
|
|
|
|
18
|
Names of countries in which the entity
has
+
security holders who will not be sent new issue documents
Note: Security holders
must be told how their entitlements are to be dealt with.
Cross reference:
rule 7.7.
|
|
|
|
|
|
|
19
|
Closing date for receipt of acceptances or renunciations
|
|
|
|
|
|
|
20
|
Names of any underwriters
|
|
|
|
|
|
|
21
|
Amount of any underwriting fee or commission
|
|
|
|
|
|
|
22
|
Names of any brokers to the issue
|
|
|
|
|
|
|
23
|
Fee or commission payable to the broker to the issue
|
|
|
|
|
|
|
24
|
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of
+
security holders
|
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 5
|
01/08/2012
|
|
25
|
If the issue is contingent on
+
security holders’ approval, the date of the meeting
|
|
|
26
|
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
|
|
|
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
|
|
|
28
|
Date rights trading will begin (if applicable)
|
|
|
29
|
Date rights trading will end (if applicable)
|
|
|
30
|
How do
+
security holders sell their entitlements
in full
through a broker?
|
|
|
31
|
How do
+
security holders sell
part
of their entitlements through a broker and accept for the balance?
|
|
|
32
|
How do
+
security holders dispose of their entitlements (except by sale through a broker)?
|
|
|
|
|
|
|
33
|
+
Despatch
date
|
|
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
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 6
|
01/08/2012
|
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
|
|
|
|
|
|
|
39
|
Class of
+
securities for which quotation is sought
|
|
|
|
|
|
|
|
|
40
|
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
|
|
|
|
|
|
|
|
|
41
|
Reason for request for quotation now
(if issued upon conversion of another security,
clearly identify that other security)
Example: In the case
of restricted securities, end of restriction period
|
|
|
|
|
|
|
|
|
|
|
Number
|
+
Class
|
|
42
|
Number and
+
class
of all
+
securities quoted on ASX (
including
the securities in clause 38)
|
|
|
|
|
|
|
|
|
|
|
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 7
|
01/08/2012
|
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 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.
|
|
Sign
Here:
|
|
|
|
|
|
|
|
Company Secretary
|
|
Date:
Monday 5
th
August 2013
|
|
|
|
|
|
|
|
Print
Name:
|
|
Mr Richard Revelins
|
|
|
|
The CFO Solution
|
|
05.08.2013
|
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 8
|
01/08/2012
|
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
|
297,980,818
|
|
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
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
|
10,480,488
42,709,110
Nil
|
|
Subtract
the number of fully paid ordinary securities cancelled during that 12 month period
|
Nil
|
|
“A”
|
351,170,416
|
|
Step 2: Calculate 15% of “A”
|
|
“B”
|
0.15
[Note: this value cannot
be changed]
|
|
Multiply
“A” by 0.15
|
52,675,562
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 9
|
01/08/2012
|
|
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
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
|
12,853,880
|
|
“C”
|
12,853,880
|
|
|
|
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
|
|
“A”
x 0.15
Note: number must be
same as shown in Step 2
|
52,675,562
|
|
Subtract
“C”
Note: number must be
same as shown in Step 3
|
12,853,880
|
|
Total
[“A” x 0.15] – “C”
|
39,821,682
[Note: this is the remaining
placement capacity under rule 7.1]
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 10
|
01/08/2012
|
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”
Note: number must be
same as shown in Step 1 of Part 1
|
351,170,416
|
|
|
|
Step 2: Calculate 10% of “A”
|
|
“D”
|
0.10
Note: this value cannot
be changed
|
|
Multiply
“A” by 0.10
|
35,117,042
|
|
|
|
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
|
25,641,030
|
|
“E”
|
25,641,030
|
|
|
|
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
|
|
“A”
x 0.10
Note: number must be
same as shown in Step 2
|
35,117,042
|
|
Subtract
“E”
Note: number must be
same as shown in Step 3
|
25,641,030
|
|
Total
[“A” x 0.10] – “E”
|
9,476,012
Note: this is the remaining
placement capacity under rule 7.1A
|
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 11
|
01/08/2012
|
ASX
ANNOUNCEMENT
Notice
Under Section 708A(5) of the Corporations Act
[ASX
Code: PBT]
Monday
5
th
August 2013
This
notice is given under paragraph (5)(e) of section 708A of the Corporations Act.
|
Type:
|
Ordinary Shares
|
|
Class/Description:
|
Ordinary Fully Paid Shares
|
|
ASX Code:
|
PBT
|
|
Date of Issue:
|
2 and 5 August 2013
|
|
Number Issued:
|
1,935,760
|
|
Issue Price:
|
AUD$757,376
|
Accordingly the Company
gives notice under section 708A(5)(e) of the
Corporations Act 2001
(Cth) (the "Corporations Act") that:
|
|
1.
|
the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2
of the
Corporations Act
;
|
|
|
2.
|
as at the date of this notice the Company has complied with:
|
|
|
(i)
|
the provisions of Chapter 2M
Corporations Act
as they apply to the Company; and
|
|
|
(ii)
|
section 674
Corporations Act
; and
|
|
|
3.
|
as at the date of this notice there is no "excluded information" (as defined in subsection
708A(7) of the Corporations Act) which is required to be disclosed by the Company.
|
For
and on behalf of the Company,
Richard
Revelins
Company
Secretary
Prana
Biotechnology Limited
|
+
See chapter 19 for defined terms.
|
|
|
Appendix 3B Page 12
|
01/08/2012
|
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
authorized.
|
|
PRANA BIOTECHNOLOGY LIMITED
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Geoffrey
Kempler
|
|
|
|
Geoffrey
Kempler,
|
|
|
|
Executive
Chairman
|
August 5, 2013
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