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 May 2004
Prana Biotechnology
Limited
(Name of Registrant)
Level 1, 100 Dorcas
Street, South Melbourne, Victoria 3205 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. | Results of General Meeting, dated June 1, 2004 |
| 2. | Press Release titled “Prana’s U.S. Capital approved by Australian shareholders”, dated June 2, 2004 |
| 3. | Appendix 3B, New Issue Announcement, dated June 11, 2004 |
Item 1
COMPANY ANNOUNCEMENT
Results of General Meeting
(ASX: PBT)
1 June 2004
The Company wishes to advise that the resolution contained in the Notice of Meeting was duly carried on a show of hands. In accordance with Section 251AA(1) of the Corporations Act 2001, the following information is provided in relation to the resolution considered by Members of the Company at the General Meeting held today, 1 June 2004 at 10.30am.
| Ordinary Business | For | Against | Abstain | Undirected | ||||
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| Approval of Proposed Placement | 21,347,369 | 39,501 | 20,500 | 14,253,435 | ||||
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On behalf of the Board
/s/ Geoffrey Kempler
Geoffrey
Kempler
Chairman
Item 2
COMPANY ANNOUNCEMENT
Prana’s U.S. capital approved by Australian shareholders
Melbourne, Australia - 2 June, 2004: Shareholders in Prana Biotechnology Limited (NASDAQ: PRAN, ASX: PBT) have approved the issuing of securities worth US $20 million to institutional and professional investors, led by New York-based global healthcare fund managers, OrbiMed Advisors and XMark Funds. The transaction was originally announced on April 28, 2004.
Geoffrey Kempler, Executive Chairman of Prana commented: “This substantial support shown by leaders in the healthcare investment community reflects the progress and strength of Prana’s technology.
“With this offering, we have been able to enhance shareholder value by increasing our access and exposure to the vast US capital markets and br oaden our base of US institutional investors, complementing our traditional Australian shareholder base.
“We continue to build on our already strong connection with the US and now have a board member, Dr Jon Alsenas, and our chief scientist (one of the inventors of our MPAC technology) Prof Ashley Bush, based there. This capital raising will provide the funds to progress PBT-2, our proprietary MPAC for Alzheimer’s disease, into clinical trials in Australia through 2005 and 2006,” said Mr Kempler.
Investors also purchased five-year warrants to purchase an additional 3 million ADR’s at an exercise price of US$8.00 per ADR. If exercised, this would raise an additional US$24 million for the Company. Investment bank, Rodman & Renshaw LLC acted as the placement agent for the transaction.
ENDS
About Prana’s technology
PBT-1 and PBT-2 are Metal Protein Attenuating Compounds or MPACs. Prana’s MPACs are chemicals that bind zinc and copper, and have been shown to lower the levels of amyloid beta (and associated toxicity) in the brains of transgenic mice used as a model of Alzheimer’s Disease.
About Prana
Prana is a Melbourne-based biotechnology established in 1997 to commercialize research into Alzheimer’s disease and other major age -related degenerative disorders (Nasdaq: PRAN; ASX: PBT). Prana’s technology was discovered by the company’s researchers at prominent international institutions including Dr Ashley Bush and Dr Rudy Tanzi at the Massachusetts General Hospital at Harvard Medical School and Professor Coli n Masters at the University of Melbourne. For more information about Prana, please visit www.pranabio.com
Item 3
| 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 |
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| Prana Biotechnology Limited |
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| ABN |
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| 37 080 699 065 |
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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
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| 2 |
Number of †securities issued or to be issued (if known) or maximum number which may be issued |
a) 40,000,000
b) 3,000,000 |
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| 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 b) Unlisted Warrants, each Warrant exercisable at US$8.00 into 1 American Depository Receipt (ADR) (PRAN) on or before 4 June 2009. Each ADR being equal to 10 Ordinary Fully Paid Shares (PBT) |
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| † See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix 3B Page 1 |
| Appendix 3B New issue announcement |
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| 4 |
Do the †securities rank equally in all respects from the date of allotment with an existing †class of quoted †securities? |
a) Yes |
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| If the additional securities do not rank equally, please state: | |||||
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the date from which they do |
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| • | the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment | ||||
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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| 5 |
Issue price or consideration |
a) US$0.50
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| 6 |
Purpose of the issue
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a) As per Resolution
approving Placement at General Meeting held on 1 June 2004
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| 7 |
Dates of entering †securities into uncertificated holdings or despatch of certificates |
a) 1 June 2004 |
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| Number | †Class | ||||
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| 8 | Number and †class of all †securities quoted on ASX (including the securities in clause 2 if applicable) | 115,984,380 | Ordinary Shares (PBT) | ||
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| † See chapter 19 for defined terms. | |
| Appendix 3B Page 2 |
1/1/2003 |
| Appendix 3B New issue announcement |
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| Number |
†Class |
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| 9 |
Number and †class of all †securities not quoted on ASX (including the securities in clause 2 if applicable) |
19,750,000 | Options exercisable at $0.50 on or before 1 December 2004 (PBTAK) | |||
| 897,167 | Employee & Consultant Options exercisable at $0.50 on or before 30 June 2005 (PBTAO) | |||||
| 10,000 | Employee & Consultant Options exercisable at $1.50 on or before 30 June 2005 (PBTAI) | |||||
| 200,000 |
Options exercisable at $0.50 on or before 1 October 2005 (PBTAQ) |
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| 412,000 | Consultant Options exercisable at $0.50 on or before 1 February 2007 (PBTAS) | |||||
| 3,000,000 | Unlisted Warrants, each Warrant exercisable at US$8.00 into 1 American Depository Receipt (ADR) (PRAN) on or before 4 June 2009. Each ADR being equal to 10 Ordinary Fully Paid Shares (PBT) | |||||
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| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged | ||||
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| † See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix 3B Page 3 |
| Appendix 3B New issue announcement |
Part 2 - Bonus issue or pro rata issue
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| 11 | Is security holder approval required? | |||
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| 12 | Is the issue renounceable or non- renounceable? | |||
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| 13 | Ratio in which the †securities will be offered | |||
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| 14 | †Class of †securities to which the offer relates | |||
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| 15 | †Record date to determine entitlements | |||
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| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | |||
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| 17 |
Policy for deciding entitlements in relation to fractions |
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| 18 |
Names of countries in which the entity has †security holders who will not be sent new issue documents |
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| Note:
Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7. |
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| 19 | Closing date for receipt of acceptances or renunciations | |||
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| † See chapter 19 for defined terms. | |
| Appendix 3B Page 4 |
1/1/2003 |
| Appendix 3B New issue announcement |
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| 20 | Names of any underwriters | |||
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| 21 | Amount of any underwriting fee or commission | |||
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| 22 | Names of any brokers to the issue | |||
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| 23 | Fee or commission payable to the broker to the issue | |||
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| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of †security holders | |||
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| 25 | If the issue is contingent on †security holders’ approval, the date of the meeting | |||
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| 26 |
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
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| 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 |
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| 28 | Date rights trading will begin (if applicable) | |||
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| 29 | Date rights trading will end (if applicable) | |||
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| 30 | How do †security holders sell their entitlements in full through a broker? | |||
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| 31 | How do †security holders sell part of their entitlements through a broker and accept for the balance? | |||
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| † See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix 3B Page 5 |
| Appendix 3B New issue announcement |
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| 32 | How do †security holders dispose of their entitlements (except by sale through a broker)? | |||
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| 33 | †Despatch date | |||
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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) |
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| (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 |
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| 37 | [ ] | A copy of any trust deed for the additional †securities | ||
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| † See chapter 19 for defined terms. | |
| Appendix 3B Page 6 |
1/1/2003 |
| Appendix 3B New issue announcement |
Entities
that have ticked box 34(b)
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| 38 |
Number of securities for which †quotation is sought |
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| 39 | Class of †securities for which †quotation is sought | ||||
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| 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 |
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| • | 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 |
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| 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) | |||||
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| Number | †Class | ||||
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| 42 | Number and †class of all †securities quoted on ASX (including the securities in clause 38) | ||||
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| † See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix 3B Page 7 |
| 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. |
| • | 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. |
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| † See chapter 19 for defined terms. | |
| Appendix 3B Page 8 |
1/1/2003 |
| Appendix 3B New issue announcement |
| 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. |
Sign here: /s/ Geoffrey Kempler Date: 11 June 2004
Director
Print name: Geoffrey Kempler
== == == == ==
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| † See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix 3B Page 9 |
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) |
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| By | /s/ Geoffrey Kempler | |
| Geoffrey
Kempler, Executive Chairman |
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| Date: May 25, 2004 | ||