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 January, 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. Appendix 3B
Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Notice Under Section 708(a) and 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 |
| 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
|
Ordinary Shares |
| 2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued
|
1,700,000 |
| 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) |
Pari passu with existing Ordinary Shares
|
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 1 |
Appendix 3B
New issue announcement
| 4 |
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 |
Yes – ASX:PBT | |
| 5 |
Issue price or consideration
|
Exercise price $0.225 | |
| 6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
|
Exercise of Unlisted options (ASX:PBTAI) | |
| 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 | |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 2 | 04/03/2013 |
Appendix 3B
New issue announcement
| 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 | 1,700,000 |
| 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 |
+Issue dates 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. |
3rd January 2014 |
| Number | +Class | ||
| 8 |
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
|
418,181,096 |
Ordinary Shares (ASX: PBT) |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 3 |
Appendix 3B
New issue announcement
| 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 | 1,683,793 | 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 |
| PBTAI | 6,812,645 | 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 | 1,418,756 | 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 | 1,435,037 | 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 |
| PBTAE | 1,200,000 | Unlisted Options | AUD$1.04 | 11 Dec 2018 | 2004 ASX Plan |
| TOTAL | 24,269,118 | ||||
| 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 | 04/03/2013 |
Appendix 3B
New issue announcement
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 for receipt of acceptances or renunciations |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 5 |
Appendix 3B
New issue announcement
| 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 | |
| 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? | |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 6 | 04/03/2013 |
Appendix 3B
New issue announcement
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | |
| 33 |
+Issue 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) | x | +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 |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 7 |
Appendix 3B
New issue announcement
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)
|
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 8 | 04/03/2013 |
Appendix 3B
New issue announcement
| Number | +Class | |||
| 42 |
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 9 |
Appendix 3B
New issue announcement
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: |  |
Date: ..3rd January 2014 |
| (Company secretary) | ||
| Print name: | Richard Revelins |
== == == == ==
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 10 | 04/03/2013 |
Appendix 3B
New issue announcement
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 | 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 |
14,794,378
55,798,960
|
| Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | Nil |
| “A” | 411,283,266 |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 11 |
Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A” | |
| “B” |
0.15
[Note: this value cannot be changed]
|
| Multiply “A” by 0.15 | 61,692,490 |
| 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
|
61,692,490 |
|
Subtract “C”
Note: number must be same as shown in Step 3
|
6,897,830 |
| Total [“A” x 0.15] – “C” |
54,794,660
[Note: this is the remaining placement capacity under rule 7.1]
|
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 12 | 04/03/2013 |
Appendix 3B
New issue announcement
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
|
411,583,266 |
| Step 2: Calculate 10% of “A” | |
| “D” |
0.10
Note: this value cannot be changed
|
| Multiply “A” by 0.10 | 41,128,327 |
| 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 |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | Appendix 3B Page 13 |
Appendix 3B
New issue announcement
| 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
|
41,128,327 |
|
Subtract “E”
Note: number must be same as shown in Step 3
|
Nil |
| Total [“A” x 0.10] – “E” |
41,128,327
Note: this is the remaining placement capacity under rule 7.1A
|
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 14 | 04/03/2013 |
Appendix 3B
New issue announcement
ASX ANNOUNCEMENT
Notice Under Section 708A(5) of the Corporations Act
[ASX Code: PBT]
Friday 3rd January 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: | 3 January 2014 |
| Number Issued: | 1,700,000 |
| Issue Price: | AUD$382,500 |
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. | |
| 04/03/2013 | Appendix 3B Page 15 |
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 | ||
January 3, 2014