Mesoblast : Proposed issue of securities - MSB

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

MESOBLAST LIMITED

Announcement Type

New announcement

Date of this announcement

22/11/2021

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	ADS warrants	1,769,669
confirmed

Proposed +issue date

31/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

MESOBLAST LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2	Registered Number Type	Registration Number
ACN	109431870
1.3	ASX issuer code
MSB

1. The announcement is New announcement
2. Date of this announcement

22/11/2021

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	Part 7A - Conditions
		7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
		type of issue can proceed on an unconditional basis?
			Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		+Security holder approval	29/11/2021	actual?	received/condition met?
		Actual
		Comments
			Mesoblast is seeking to refresh its 15% placement limit for the purposes of ASX Listing Rule 7.4 at its upcoming Annual
personal		General Meeting - please see Notice of Annual General Meeting lodged 29 October 2021.
	Part 7B - Issue details
			Is the proposed security a 'New		Will the proposed issue of this
			class' (+securities in a class that is		+security include an offer of
			not yet quoted or recorded by ASX)		attaching +securities?
			or an 'Existing class' (additional		No
			securities in a class that is already
			quoted or recorded by ASX)?
			New class
	Details of +securities proposed to be issued
For		ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
	Have you received confirmation from		Will the entity be seeking quotation
			ASX that the terms of the proposed		of the 'new' class of +securities on
			+securities are appropriate and		ASX?
			equitable under listing rule 6.1?		No
			No
			ASX +security code			+Security description
			New class-code to be confirmed		ADS warrants

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Proposed issue of securities

+Security type Options

Number of +securities proposed to be issued 1,769,669

only	Offer price details
	Are the +securities proposed to be issued being issued for a cash consideration?
	No
	Please describe the consideration being provided for the +securities
	In connection with refinancing of existing senior debt facility with a new US$90 million five year facility provided by funds
use	managed by Oaktree Capital Management, L.P.
Please provide an estimate of the AUD equivalent of the consideration being
	provided for the +securities
	Will all the +securities issued in this class rank equally in all respects from
	their issue date?
personal	Yes
Options details
	+Security currency	Exercise price	Expiry date
	USD - US Dollar	USD 7.2600	31/12/2028
	Details of the type of +security that will be issued if the option is exercised
	Other
	Description
	Mesoblast American Depositary Share. Please see Preliminary Final Report including Appendix 4E lodged 31 August
	2021 for more information on Mesoblast American Depositary Shares
For
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.

See announcement lodged 22 November 2021

Proposed issue of securities

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Proposed issue of securities

Part 7C - Timetable

7C.1 Proposed +issue date 31/12/2021

only
	Part 7D - Listing Rule requirements
		7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
		Yes
use	7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
29/11/2021
		7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
		No
personal	7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
		No
	Part 7E - Fees and expenses
		7E.1 Will there be a lead manager or broker to the proposed issue?
		No
		7E.2 Is the proposed issue to be underwritten?
For	No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

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