Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
onlyToCompany Name/Scheme
ACN/ARSN
1. Details of substantial holder (1) Name
ACN/ARSN (if applicable)
Bionomics Limited
075 582 740
William Blair & Company, L.L.C.
N/A
The holder became a substantial holder on 15 December 2021
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
use | Class of securities | Number of securities | Person's votes (5) | Voting power (6) |
(4) | ||||
Ordinary shares | 287,960,738 | 287,960,738 | 28.30% | |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
personal | Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities | |
Restriction on disposal of shares under lock | ||||
up agreements (see Annexure A) in relation | ||||
to the public offering in the United States of | ||||
America of American Depositary Shares, | ||||
each | representing Bionomics ordinary | |||
William Blair & Company, L.L.C. | shares, giving William Blair & Company, | 287,960,738 Ordinary shares | ||
L.L.C. | a 'relevant interest' under section | |||
608(1)(c) of the Corporations Act, | ||||
notwithstanding that William Blair & | ||||
Company, L.L.C. has no right to acquire | ||||
these shares or to control the voting rights | ||||
attached to these shares. | ||||
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
For | Holder of relevant | Registered holder of | Person entitled to be | Class and number | ||||
interest | securities | registered as holder (8) | of securities | |||||
HSBC | Custody | Nominees | HSBC | Custody | Nominees | |||
(Australia) Limited | (Australia) Limited | |||||||
William Blair & Company, L.L.C. | BNP Paribas Nominees Pty Ltd | BNP Paribas Nominees Pty Ltd | 287,960,738 | |||||
Bank of New York Mellon | Bank of New York Mellon | Ordinary shares | ||||||
Errol De Souza | Errol De Souza | |||||||
Liz Doolin | Liz Doolin | |||||||
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
Holder of relevant | Date of acquisition | Consideration (9) | Class and number | |
interest | of securities | |||
Cash | Non-cash |
1
For personal use only
19 January 2022
For personal use only
Kevin Cunningham,Partner & Deputy General Counsel
19 January 2022
For personal use only
Lock-Up Agreement
Dated: December 15, 2021
Evercore Group L.L.C.,
William Blair & Company, L.L.C.
as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement
c/o Evercore Group L.L.C. 55 East 52nd Street
New York, New York 10055
c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606
Re: | Proposed Public Offering by Bionomics Limited |
Dear Sirs:
The undersigned, a shareholder of Bionomics Limited, a public company limited by shares organized under the laws of the Commonwealth of Australia (the "Company"), understands that Evercore Group L.L.C. and William Blair & Company, L.L.C. (the "Representatives") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company providing for the public offering (the "Offering) of American Depositary Shares (the "ADSs"), each representing 180 ordinary shares, no par value, of the Company ("Ordinary Shares"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the "Lock-Up Period"), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the "Lock-Up Securities"), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of clauses (i) through (iv), (x) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, and (y) any such transfer shall not involve a disposition for value, (2) the transfer of Lock-Up Securities does not
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For personal use only
involve any change in the beneficial ownership of the Lock-Up Securities, (3) such transfers are not required to be reported with the Securities and Exchange Commission or any other regulatory body in any jurisdiction other than filings under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers, (4) the undersigned hereby agrees to inform the Representative in writing (including details of the transfer and the transferee) within 2 business days when any transfer is made pursuant to clauses (i) through (ix) below, and (5) the undersigned hereby acknowledges and agrees that any such transfer may require public notification (including to the Australian Securities Exchange) and that a copy of this Agreement may be included with such public notification:
- to (x) the undersigned's direct or indirect affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended), (y) any investment fund or other entity controlling, under common control with, or controlled or managed by the undersigned, or
- the limited partners, general partners, members, managers, managing members, directors, officers, employees, stockholders or other equity holders of the undersigned or of the entities described in the preceding clauses (x) and (y);
- to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which, in each case, are held by the undersigned;
- to the Company as forfeitures (x) to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company's equity incentive plans or (y) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to the Company's equity incentive plans, providedthat any ADSs or Ordinary Shares received as a result of such exercise, vesting or settlement shall remain subject to the terms of this letter agreement;
- pursuant to a change of control of the Company (meaning the consummation of any bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of ADSs or Ordinary Shares the result of which is that any "person" (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the voting capital stock of the Company or the surviving entity), providedthat, in the event that such change of control is not completed, the ADSs and Ordinary Shares owned by the undersigned shall remain subject to the terms of this letter agreement;
- to the Company in connection with the termination of the undersigned's employment or other service with the Company;
- by operation of law, or pursuant to an order of a court or regulatory agency, including pursuant to a domestic order or divorce settlement; and
- the deposit of Ordinary Shares with the Company's depositary (including any transfer of shares undertaken in connection with the deposit of Ordinary Shares with the Company's depositary), in exchange for the issuance of ADSs (or American depositary receipts representing such ADSs), or the cancellation of ADSs in exchange for the issuance of Ordinary Shares; provided that such ADSs or Ordinary Shares issued pursuant to this clause (ix) held by the undersigned shall remain subject to the terms of this letter agreement.
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Bionomics Limited published this content on 19 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2022 04:01:04 UTC.