Appendix 3B - Exercise of Options
Released
Released
Announcement PDF
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, 04/03/13
Name of Entity
Immuron Limited (ASX: IMC)
ABN
80 063 114 045
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
Ordinary Shares (IMC)
2
Number of +securities issued or to be issued (if
known) or maximum number which may be issued
218,750
3
Principal terms of the +securities (e.g. 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)
Fully Paid Ordinary Shares (IMC)
4
Do the +securities rank equally in all respects from
the +issue date with an existing +class of quoted
+securities?
Yes (IMC)
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
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 1
5
Issue price or consideration
$0.376 per share
6
Purpose of the issue
(If issued as consideration for the acquisition of
assets, clearly identify those assets)
Exercise of IMCAI Unlisted Options
6a
Is the entity an +eligible entity that has obtained
security holder approval under rule 7.1A?
Yes
If Yes, complete sections 6b – 6h in relation to the
+securities the subject of this Appendix 3B, and
comply with section 6i
th
6b
The date the security holder resolution under rule
7.1A was passed
Thursday, 13 November 2014
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)
218,750 Ordinary Fully Paid Shares (IMC)
6f
Number of +securities issued under an exception in
rule 7.2
Nil
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 noncash 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 to the attached Appendix 1
7
+Issue dates
Friday, 18 September 2015
th
Note: The issue date may be prescribed by ASX (refer to the definition of
issue date in rule 19.12). For example, the issue date for a pro rata
entitlement issue must comply with the applicable timetable in Appendix
7A.
Cross reference: item 33 of Appendix 3B.
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 2
8
Number and +class of all +securities quoted
on ASX (including the +securities in section 2
if applicable)
9
Number and +class of all +securities not
quoted on ASX (including the +securities in
section 2 if applicable)
Number
+Class
75,182,982
Fully Paid Ordinary Shares (IMC)
Qty
Amount
+Class (Options over Ordinary Shares)
Exercise
Expiration
ASX
Price
Date
Code
$0.376
31 Mar 2016
IMCAI
3,664,179
793,650
$0.276
30 Jun 2016
IMCAI
1,250,000
$0.456
4 Dec 2016
IMCAI
62,500
$1.556
1 Nov 2017
IMCSO2
14,493
$1.944
30 Nov 2021
IMCRM1
29,668
$1.876
17 Jan 2022
IMCRM2
15,380
$1.892
28 Feb 2019
IMCAI
140,056
$0.300
28 May 2019
IMCAI
5,969,926
10
Dividend policy (in the case of a trust, distribution
policy) on the increased capital (interests)
Total
Unchanged
Part 2 - 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 offer documents
Note: Security holders must be told how their entitlements are to be dealt
with.
Cross reference: rule 7.7.
19
Closing date
renunciations
for
receipt
20
Names of any underwriters
+ See chapter 19 for defined terms.
04/03/2013
of
acceptances
or
Appendix 3B Page 3
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
25
If the issue is contingent on security holders’
approval, the date of the meeting
26
Date entitlement and acceptance form and offer
documents 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
entitlements
(except by sale through a broker)?
33
+Issue date
of
their
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.
04/03/2013
Appendix 3B Page 4
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 +issue date 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
42
+Class
Number and +class of all +securities quoted on ASX
(including the +securities in clause 38)
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 5
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 is
not available now, we 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 & CFO
Print name:
Peter Vaughan
th
Date: Friday, 18 September 2015
The CFO Solution
Friday, 18th September 2015
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 6
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
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 the +issue date or date of agreement to
issue
74,891,553
Add the following:
• Number of fully paid +ordinary securities issued in that
12 month period under an exception in rule 7.2
291,429 (LR 7.3)
• 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
Subtract the number of fully paid +ordinary securities
cancelled during that 12 month period
Nil
“A”
75,182,982
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
+ See chapter 19 for defined terms.
04/03/2013
11,277,447
Appendix 3B Page 7
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:
Nil
• 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
“C”
Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under
rule 7.1
“A” x 0.15
11,277,447
Note: number must be same as shown in Step 2
Subtract “C”
Nil
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C”
11,277,447
[Note: this is the remaining placement capacity
under rule 7.1]
+ See chapter 19 for defined terms.
04/03/2013
Appendix 3B Page 8
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”
75,182,982
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10
7,518,298
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
Nil
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
“E”
Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under
rule 7.1A
“A” x 0.10
7,518,298
Note: number must be same as shown in Step 2
Subtract “E”
Nil
Note: number must be same as shown in Step 3
Total [“A” x 0.10] – “E”
7,518,298
Note:
+ See chapter 19 for defined terms.
04/03/2013
This is the remaining placement capacity under
rule 7.1A
Appendix 3B Page 9
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