Proposed issue of securities - ATX
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Announcement Summary
Entity name
AMPLIA THERAPEUTICS LIMITED
Announcement Type
New announcement
Date of this announcement
16/4/2024
The Proposed issue is:
A standard pro rata issue (including non-renounceable or renounceable)
Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or
renounceable)
ASX +security code
+Security description
ATX
ORDINARY FULLY PAID
Maximum Number of
+securities to be issued
77,602,558
Ex date
18/4/2024
+Record date
19/4/2024
Offer closing date
8/5/2024
Issue date
15/5/2024
Refer to next page for full details of the announcement
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
AMPLIA THERAPEUTICS 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
Registration Number
ABN
16165160841
1.3 ASX issuer code
ATX
1.4 The announcement is
New announcement
1.5 Date of this announcement
16/4/2024
1.6 The Proposed issue is:
A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
+ Non-renounceable
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Appendix 3B - Proposed issue of securities
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?
No
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
ATX : 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)?
Existing class
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
If the entity has quoted company
options, do the terms entitle option
holders to participate on exercise?
No
Details of +securities proposed to be issued
ASX +security code and description
ATX : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable
issue (if Issuer is foreign company and +securities do not have +CDIs
issued over them)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities For a given quantity of +securities
to be issued
held
2
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Appendix 3B - Proposed issue of securities
What will be done with fractional
entitlements?
Maximum number of +securities
proposed to be issued (subject to
rounding)
Fractions rounded up to the next
whole number
77,602,558
Offer price details for retail security holders
In what currency will the offer be
made?
What is the offer price per +security
for the retail offer?
AUD - Australian Dollar
AUD 0.05500
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription
The Entitlement Offer incorporates a Shortfall Facility under which Eligible Shareholders can apply for Additional New
Shares up to a cap of 100% of their pro rata Entitlement. The issue of Additional New Shares will be dependent on there
being a shortfall in the take up of pro rata Entitlements under the Entitlement Offer.
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
In the event the Shortfall is less than the number of Shortfall Shares applied for by applicants, scale back will apply to
applicants under the Shortfall Facility. The scale-back among those Applicants will be considered and determined at the
Board's discretion, in consultation with the Lead Manager, taking into account the total Shortfall, the number of Shortfall
Shares applied for and each Applicant's current shareholding.
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Part 3C - Timetable
3C.1 +Record date
19/4/2024
3C.2 Ex date
18/4/2024
3C.4 Record date
19/4/2024
3C.5 Date on which offer documents will be sent to +security holders
entitled to participate in the +pro rata issue
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Appendix 3B - Proposed issue of securities
entitled to participate in the +pro rata issue
24/4/2024
3C.6 Offer closing date
8/5/2024
3C.7 Last day to extend the offer closing date
3/5/2024
3C.9 Trading in new +securities commences on a deferred settlement basis
9/5/2024
3C.11 +Issue date and last day for entity to announce results of +pro rata
issue
15/5/2024
3C.12 Date trading starts on a normal T+2 basis
16/5/2024
3C.13 First settlement date of trades conducted on a +deferred settlement
basis and on a normal T+2 basis
20/5/2024
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer?
Yes
3E.1a Who is the lead manager/broker?
Taylor Collison Limited
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Lead Manager will receive:
(i)
an underwriting fee equal to 4.0% of the gross Entitlement Offer proceeds less that part of the Entitlement Offer
proceeds that is taken up by, or sub-underwritten by, a Director;
(ii)
a management fee of 2.0% of the gross Entitlement Offer proceeds; and
(iii)
3,500,000 unlisted options, each of which is exercisable for one New Share at an exercise price of $0.135 and an
expiry date of 5 June 2028.
3E.2 Is the proposed offer to be underwritten?
Yes
3E.2a Who are the underwriter(s)?
Taylor Collison Limited
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
100%
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
The Lead Manager will receive:
(i)
an underwriting fee equal to 4.0% of the gross Entitlement Offer proceeds less that part of the Entitlement Offer
Proceeds that is taken up by, or sub-underwritten by, a Director;
(ii)
a management fee of 2.0% of the gross Entitlement Offer proceeds; and
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Appendix 3B - Proposed issue of securities
(iii)
3,500,000 unlisted options, each of which is exercisable for one New Share at an exercise price of $0.135 and an
expiry date of 5 June 2028.
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
Refer to investor presentation dated 16 April 2024 which is available on www.asx.com.au
3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer?
Yes
3E.2e (i) What is the name of that party?
Robert Peach
3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they
have underwritten or sub-underwritten)?
149,999.96
3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or
sub-underwriter?
Nil
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
No
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
N/A
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Pre-clinical studies (cancer), Phase 1 (Pilot Investigator Initiated) clinical trial - Ovarian Cancer, Phase 2a clinical trial Pancreatic Cancer, Drug capsule manufacture, IP and licences, Cash costs of the Entitlement Offer and working capital.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining
entitlements to the issue?
No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?
No
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed
issue
Canada, Liechtenstein, Singapore, Spain, Swaziland, Switzerland, United Kingdom, United States of America
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing
+securities
Yes
3F.5a Please provide further details of the offer to eligible beneficiaries
Nominees and custodians may not distribute any part of the Offer Booklet or any Entitlement and Acceptance Form in any
country outside Australia or New Zealand, except to beneficial holders of Shares in Australia or New Zealand, and
beneficial holders of Shares who are institutional or professional investors in other countries that the Company has
approved as being a country in which investors are eligible to participate, as well as any other country to the extent the
Company may determine it is lawful and practical to make the Entitlement Offer.
3F.6 URL on the entity's website where investors can download information about the proposed issue
https://www.ampliatx.com/site/news-and-reports/ASX-Announcements
3F.7 Any other information the entity wishes to provide about the proposed issue
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)?
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Appendix 3B - Proposed issue of securities
statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)?
No
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)
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