6-K 1 v306724_6k.htm

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

F O R M 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 March 2012

 

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 (5) of the Corporations Act with Appendix 3B

 

 

 
 

 

 

 

COMPANY ANNOUNCEMENT

(ASX:PBT)

 

Notice under Section 708A (5) of the Corporations Act

 

Wednesday 21st March 2012:

 

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

 

The following securities of the Company were issued without disclosure to investors under Part 6D.2 of the Corporations Act:

 

  Type: Ordinary Shares Ordinary Shares
  Class/Description: Ordinary Fully Paid Shares Ordinary Fully Paid Shares
  ASX Code: PBT PBT
  Date of Issue: 21st March 2012 21st March 2012
  Number Issued: 1,000,000 200,000
  Issue Price AUD$ 158,008 AUD$ Nil

 

 

The Company has applied to ASX Limited for quotation of the above shares.

 

As at the date of this notice, the Company has complied with:

 

(a)     the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

(b)     Section 674 of the Corporations Act.

 

Other information which is excluded information required to be disclosed under paragraph (6)(e) of section 708A of the Corporations Act

 

None.

 

 

For and on behalf of Prana Biotechnology Ltd,

 

Mr Richard Revelins

Company Secretary

Prana Biotechnology Limited

 

 

 
 

 

 

Appendix 3B

New issue announcement

 

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

 

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)    Ordinary Shares

b)    Ordinary Shares

c)    Unlisted Options

 

     
2

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

 

a)    1,000,000

b)    200,000

c)    157,800

   

     
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)    Pari passu with existing Ordinary Shares (PBT)

c)    Unlisted Options exercisable at AUD$0.25 on or before 19 December 2014

 

               

 

 
 

 

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

 

a)    Yes (PBT)

b)    Yes (PBT)

c)    Yes, upon exercise

 

       
5

Issue price or consideration

 

 

a)    AUD$158,008

b)    $ Nil

c)    $ Nil

 

     
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 ongoing placement - more tranches will be allotted in the future.

b)    As per Employee Incentive Scheme and Consulting Agreements.

c)    As per Employee Incentive Scheme.

 

       
7

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

 

 

21st March 2012

 

     
    Number +Class
8

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

 

 296,901,018 Ordinary Shares (PBT)

  

 

 

 
 

 

Appendix 3B

New issue announcement

 

 

 

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 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
PBTAI 8,512,645 Unlisted Options AUD$0.225 24 Mar 2015 -
PBTAK 380,000 Unlisted Options US$5.00 per
option into 1
ADR (PRAN) (1
ADR = 10
Ordinary Shares
(PBT))		 17 Dec 2012 2004 US
ADS Plan
PBTAM 10,000,000 Unlisted Options AUD$0.30 11 Sep 2013 -
PBTAO 612,397 Unlisted Options AUD$0.17 24 Feb 2016 -
PBTAQ 3,500,000 Unlisted Options AUD$0.30 23 Sep 2012 -
PBTAS 1,418,756 Unlisted Options AUD$0.15 31 Mar 2014 2004 ASX
Plan
PBTAU 2,658,237 Unlisted Options AUD$0.25 19 Dec 2014 -
TOTAL 29,352,725        

 

 

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged

 

 

 
 

 

Appendix 3B

New issue announcement

 

 

 

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  

 

 
 

 

Appendix 3B

New issue announcement

 

 

 

     
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

 

 

  

 

 
 

 

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) S 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

 

  
       
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

Example: In the case of restricted securities, end of restriction period

 

(if issued upon conversion of another security, clearly identify that other security)

 

  
       
    Number   +Class
42

Number and +class of all +securities quoted on ASX (including the securities in clause 38)

 

 

 

    
         

 

 

 
 

 

 

 

Quotation Agreement

 

1+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

 

2We 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.

 

·We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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.

 

3We 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: __________________                Date: Wednesday 21st March 2012

                        Company Secretary

Print Name: Mr Richard Revelins

 

The CFO Solution

21/03/2012

 

 

 
 

 

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

March 21, 2012