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 February, 2014

 

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.

 

 
 

 

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

 

February 26, 2014

 

 
 

 

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)

 

ABN:
37 080 699 065

 

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-c)        Ordinary Shares

 

  

 

 

     
2

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

 

 

a-c)        445,866

 

  

 

 

     
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-c)        Pari passu with existing Ordinary Shares (PBT)

 

 

 

  

 

 

+ 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-c)      Yes (PBT)

 

 

 

 

 

5

Issue price or consideration

a-c)       AUD$94,960

 

 

     
6

Purpose of the issue

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

 

a)       Exercise of Unlisted Options (PBTAS)

b)       Exercise of Unlisted Options (PBTAW)

c)       Exercise of Unlisted Options (PBTAC)

 

 

 

 

 

 

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

28 November 2013

     
6c Number of + securities issued without security holder approval under rule 7.1

Nil

     
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

a-c)     445,866

 

 

 

+ 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-c)  21-26 February 2014

  

 

    Number + Class
8

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

 

423,105,862

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
PBTAA 200,000 Unlisted Options AUD$0.61 24 Oct 2018 2004 ASX Plan
PBTAB 180,000 Unlisted Options $Nil 7 Aug 2014 2004 ASX Plan
PBTAC 1,649,573 Unlisted Options AUD$0.37 25 June 2018 2004 ASX Plan
PBTAD 360,000 Unlisted Options AUD$0.73 3 Nov 2018 2004 ASX Plan
PBTAE 1,200,000 Unlisted Options AUD$1.04 11 Dec 2018 2004 ASX Plan
PBTAF 300,000 Unlisted Options AUD$1.12 5 Feb 2019 2004 ASX Plan
PBTAI 2,383,745 Unlisted Options AUD$0.225 24 Mar 2015 -
PBTAO 612,397 Unlisted Options AUD$0.17 24 Feb 2016 -
PBTAQ 8,700,000 Unlisted Options AUD$0.33 13 Dec 2017 2004 ASX Plan
PBTAS 1,212,628 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 1,179,519 Unlisted Options AUD$0.25 20 Mar 2017 2004 ASX Plan
PBTAY 306,490 Unlisted Options AUD$0.66 4 Aug 2018 2004 ASX Plan
PBTAZ 360,000 Unlisted Options AUD$0.66 1 Oct 2018 2004 ASX Plan
TOTAL 19,644,352        

 

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

ü

34

Type of securities

( tick one )

 

(a) þ 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.

 

 

Z:/VINEYARD/LIVE JOBS/2014/02 FEB/26 FEB/SHIFT II/V369802 PRANA BIOTECHNOLOGY LIMITED - 6K (APPENDIX 3B)/DRAFT/03-PRODUCTION

Sign Here:__________________________ 

Company Secretary Date: Wednesday 26 th February 2014

 

Print Name: Mr Richard Revelins

 

 

The CFO Solution

 

26.02.2014

 

 

+ 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 340,689,928

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

 

 

 

 

13,590,244

 

 

 

61,927,860

 

 

 

Nil

 

 

 

Subtract the number of fully paid ordinary securities cancelled during that 12 month period Nil
“A” 416,208,032

 

Step 2: Calculate 15% of “A”
“B”

0.15

 

[Note: this value cannot be changed]

 

Multiply “A” by 0.15 62,431,205

  

 

+ 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

 

 

 

 

 

 

 

 

 

 

6,897,830

 

“C” 6,897,830
 
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

 

62,431,205

Subtract “C”

 

Note: number must be same as shown in Step 3

 

6,897,830
Total [“A” x 0.15] – “C”

55,533,375

 

[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

416,208,032
 
Step 2: Calculate 10% of “A”
“D”

0.10

 

Note: this value cannot be changed

 

Multiply “A” by 0.10 41,620,803
 
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

Nil
“E” Nil
 
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

 

41,620,803

Subtract “E”

Note: number must be same as shown in Step 3

 

Nil
Total [“A” x 0.10] – “E”

41,620,803

 

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]

Wednesday 26 th February 2014

 

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: 21-26 February 2014
Number Issued: 445,866
Issue Price: AUD$94,960

 

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

 

 

 

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