Living Cell Technologies : Prospectus- Rights Issue

For personal use only

Rights Issue Prospectus

For personal use only

LIVING CELL TECHNOLOGIES LIMITED

(ACN 104 028 042)

Rights Issue Prospectus

For a pro rata, renounceable rights issue of 2 New Shares for every 3 Shares held at the Record Date and 1 New Option for every 3 New Shares issued, to raise up to approximately $3,807,207 before issue costs ("the Offer" or "the Rights Issue").

Shareholders may apply for securities in excess of their Entitlement.

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The securities offered under this Prospectus should be considered speculative.

For personal use only

Contents

Summary of Important Dates	2
Important Notes	3
Key Investment Risks	4
1.	Chairman's Letter	5
2.	Details of the Offer	6
3.	Purpose	9
4.	Effect of the Offer on the Company	9
5.	Risk Factors	14
6.	Additional Information	15
7.	Action Required by Shareholders	22
8.	Glossary	25
9.	Directors' Authorisation	26
10.	Corporate Directory	26

1

LCT RIGHTS ISSUE PROSPECTUS | NOVEMBER 2021

For personal use only

Summary of important dates

Announcement of the Offer and Prospectus lodged with ASX and ASIC
Appendix 3B lodged with ASX	15 November 2021
Rights quoted on deferred settlement basis	17 November 2021
Record Date	18 November 2021
Prospectus dispatched to Eligible Shareholders
Opening Date of Offer	23 November 2021
Rights trading ends	7 December 2021
New Shares and New Options quoted on a deferred settlement basis	8 December 2021
Closing Date of Offer 5pm (Sydney time)	14 December 2021
Company to announce results of Offer	17 December 2021
Allotment of securities
Deferred settlement trading ends	20 December 2021
Despatch Date
Expected date for normal trading of securities to commence on ASX	21 December 2021

This timetable is indicative only and subject to change. The Company in consultation with 180 Markets, as broker to the issue, reserves the right to vary the above dates, subject to the Listing Rules and the Corporations Act.

2

LCT RIGHTS ISSUE PROSPECTUS | NOVEMBER 2021

For personal use only

Important notes

Understanding this Prospectus

This Prospectus is dated 15 November 2021 and was lodged with ASIC on that date.

Neither ASIC nor ASX take responsibility for the content of this Prospectus. The Directors of the Company reserve the right to close the Offer earlier than the timetable or vary any of the important dates set out in this Prospectus without prior notice, including extending the closing date of the Rights Issue. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply to ASX for the New Shares and New Options to be granted Official Quotation within seven days of the date of this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Refer to Section 2.13 for treatment of Ineligible Shareholders. Applications for New Shares, New Options and Shortfall Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

The New Shares and New Options are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares and New Options is being made in reliance on the Financial Markets Conduct (Incidental Offer) Exemption Notice 2016 (New Zealand) and its replacement exemption notice, the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This Prospectus has not been registered, filed with, or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

No person has been authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has

been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Except as required by law, and only to the extent so required, neither the Company, nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus.

This Prospectus should be read in its entirety. The risks associated with investing in the Company are significant and potential investors should carefully consider those risks and seek professional advice before deciding whether to invest.

If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser. In particular, it is important that you consider the risk factors (see Section 5 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Subject to the requirements of the Corporations Act and the Listing Rules, the Company reserves the right to vary the timetable summarised on page 2 of the Prospectus.

The clinical trial referred to in this Prospectus is at a preliminary stage only and as a consequence, investment in the securities offered by this Prospectus is speculative in nature.

Some words and expressions used in this Prospectus have defined meanings which are explained in Section 8.

Additional copies of this Prospectus are available from the registered office of the Company during normal business hours. A copy of the Prospectus can be downloaded from the website of the Company at www.lctglobal.com, the website of ASX at www.asx.com.auor via the dedicated offer website lctOffer2021.thereachagency.com.Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian or New Zealand resident and must only access the Prospectus from within Australia or New Zealand.

The Prospectus available on the Company's website does not include an Entitlement and Acceptance Form. Eligible Shareholders wishing to take up their Entitlement should view their Entitlement and payment details via the offer website lctOffer2021.thereachagency.comor complete the personalised Entitlement and Acceptance Form available at www.investorcentre.com.

3