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 September 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-
This Form 6-K is being incorporated by reference into the Registrant’s Form F-3 Registration Statement File No. 333-116232
PRANA BIOTECHNOLOGY LTD
6-K Items
Appendix 3B — New issue announcement, application for quotation of additional securities and agreement
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Appendix
3B
New issue announcement |
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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
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).
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1 |
+Class of +securities issued or to be issued |
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Ordinary shares |
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2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued |
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49,775 |
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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) |
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Pari passu with existing ordinary shares (PBT) |
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+ See chapter 19 for defined terms. |
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| 1/1/2003 | Appendix 3B Page 1 | |
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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? |
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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 |
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$0.82 (Share Price as @ 15th April 2004) |
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Purpose of the issue |
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In lieu of consulting services |
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7 |
Dates of entering +securities into uncertificated holdings or despatch of certificates |
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16 September 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) |
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116,034,155 |
Ordinary Shares (PBT) |
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+ See chapter 19 for defined terms. |
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| Appendix 3B Page 2 | 1/1/2003 | |
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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) |
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19,750,000 |
Options exercisable at $0.50 on or before 1 December 2004 (PBTAK) |
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897,167 |
Employee & Consultant Options exercisable at $0.50 on or before 30 June 2005 (PBTAO) |
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10,000 |
Employee & Consultant Options exercisable at $1.50 on or before 30 June 2005 (PBTAI) |
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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) |
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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) (PBTAM) |
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1,350,000 |
Ordinary Shares, escrowed until 9 August 2005 (PBTAU) |
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
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Unchanged |
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+ See chapter 19 for defined terms. |
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| 1/1/2003 | Appendix 3B Page 3 | |
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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. |
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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. |
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| Appendix 3B Page 4 | 1/1/2003 | |
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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 bro ker and accept for the balance? |
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+ See chapter 19 for defined terms. |
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| 1/1/2003 | Appendix 3B Page 5 | |
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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
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34 |
Type of securities |
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(a) |
|X| |
Securities described in Part 1 |
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(b) |
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All other securities |
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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 |
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Entities that have ticked box 34(a)
Additional securities forming
a new class of securities
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Tick to indicate you are providing the information or documents |
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35 |
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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 |
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36 |
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If the +securities are +equity securities, a distribution
schedule of the additional +securities setting out the number of holders
in the categories |
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37 |
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A copy of any trust deed for the additional +securities |
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+ See chapter 19 for defined terms. |
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| Appendix 3B Page 6 | 1/1/2003 | |
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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? |
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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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| 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 | |||||
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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. |
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| 1/1/2003 | Appendix 3B Page 7 | |
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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.
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| 2 |
We warrant the following to ASX.
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•
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The issue of the +securities to be quoted
complies with the law and is not for an illegal purpose.
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There is no reason why those +securities
should not be granted +quotation.
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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.
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Note: An entity may need to obtain appropriate
warranties from subscribers for the securities in order to be able to
give this warranty
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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.
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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.
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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. |
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| Appendix 3B Page 8 | 1/1/2003 | |
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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.
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| 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.
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Sign here: |
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Date: 16th September 2004 |
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Company Secretary |
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Print Name: |
RICHARD REVELINS |
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+ See chapter 19 for defined terms. |
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| 1/1/2003 | Appendix 3B Page 9 | |
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Appendix 3B
New issue announcement |
Item 1
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
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/s/ Geoffrey Kempler | |
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| Geoffrey Kempler Executive Chairman |
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| Date: September 16, 2004 | ||