For personal use only
Not for release to US wire services or distribution in the United States
6 January 2022
Prospectus for Issue of Warrants in Connection with Previously Announced Refinancing of Debt Facility
In connection with the refinancing of the existing senior debt facility with a US$90 million five year facility provided by funds managed by Oaktree Capital Management, L.P., which was announced on Monday November 22, 2021, Mesoblast will issue 1,769,669 warrants over American Depository Shares (ADS) (with each ADS representing five fully paid ordinary shares). The warrants have an exercise price of US$7.26 and are exercisable on or before the seventh anniversary of the issue date of the warrants.
A prospectus for the warrants was lodged with ASIC today and is attached.
Not an offer of securities
This announcement is not for release to US wire services or distribution in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the Securities Act or exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Release authorized by the Chief Executive.
For personal use only
Mesoblast Limited
ACN 109 431 870
ASX: MSB
Prospectus
This Prospectus relates to an offer of the Offer Securities to Approved US Investors that Mesoblast is required to issue in accordance with the terms of the Loan Agreement announced on 22 November 2021. This Prospectus has been prepared in accordance with Australian legal requirements. Please refer to the US legend in Section 1.2 (if applicable). Only Approved US Investors may apply for the Offer Securities.
IMPORTANT NOTICE
This document is important and should be read in its entirety. It is a prospectus issued pursuant to section 713 of the Corporations Act 2001 (Cth) (Australia). It does not, itself, contain all the information that is generally required to be set out in a full prospectus, but refers to other documents, the information of which is deemed to be incorporated into this Prospectus.
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.
This Prospectus may not be released to US wire services or distributed in the United States except by Mesoblast to Approved US Investors.
ME_193281548_21
For personal use only
Mesoblast Limited ACN 109 431 870
Prospectus
Corporate directory | 2 | |
Summary | 3 | |
1. | Important notices | 5 |
2. | Company information | 8 |
3. | Details of the Offer | 14 |
4. | Purpose and use of funds raised under the Offer | 17 |
5. | Effect on Mesoblast | 18 |
6. Rights and liabilities attaching to any Shares underlying ADSs issued in
connection with the exercise of the Offer Securities | 22 | |
7. | Risk factors | 25 |
8. | Additional information | 32 |
Glossary | 42 | |
Appendix 1 - Application Form | 44 |
Mesoblast Limited ACN 109 431 870 - Prospectus| page 1
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For personal use only
Corporate directory
Directors | Registered Office |
Joseph Swedish (Chairman) | Level 38 |
Silviu Itescu | 55 Collins Street |
William M Burns | Melbourne, Victoria 3000, |
Philip J. Facchina | Australia |
Donal O'Dwyer | Telephone +61 3 9639 6036 |
Eric Rose | Facsimile +61 3 9639 6030 |
Michael Spooner | Website www.mesoblast.com |
Shawn Cline Tomasello | |
Company Secretary | |
Niva Sivakumar | |
Share Registry | |
Link Market Services Limited | |
Tower 4, Collins Square | |
727 Collins Street | |
Docklands, Victoria 3008 | |
Australia | |
Telephone + 61 1300 554 474 | |
Facsimile + 61 2 9287 0303 | |
Website www.linkmarketservices.com.au | |
Legal adviser | |
MinterEllison | |
Level 20, Collins Arch | |
447 Collins Street, | |
Melbourne, Victoria 3000 | |
Australia |
Mesoblast Limited ACN 109 431 870 - Prospectus | page 2
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For personal use only
Summary
Topic | Details | Where to find more | |
information | |||
What is the Offer? | This Prospectus relates to the Offer to be made by | Section 3.1 | |
Mesoblast to Approved US Investors for the issue of the | |||
Offer Securities, being 1,769,669 Warrants to acquire a | |||
like number of American Depository Shares (ADS) with | |||
each ADS representing five Shares, which Mesoblast is | |||
required to issue to Approved US Investors in | |||
accordance with the terms of the Loan Agreement. | |||
Opening and Closing Dates | The Opening Date is 6 January 2022 and the Closing | Section 3.7 | |
Date is 5.00pm (Melbourne time) on 10 January 2022 | |||
(unless extended). | |||
Application for Offer | An application for the Offer Securities can only be made | Section 3.4 | |
Securities | by Approved US Investors and only by using an | ||
application form, and in accordance with the instructions | |||
set out in the application form. A duly completed | |||
application form must be mailed, emailed, faxed or | |||
delivered to Mesoblast as set out in this Prospectus. | |||
An application must also comply with any further | |||
requirements set out in Loan Agreement. | |||
What is the purpose of the | In accordance with the terms of the Loan Agreement, | Section 3.2 | |
Prospectus? | Mesoblast is required to issue the Offer Securities, | ||
which are warrants to acquire ADSs, under a | |||
prospectus. | |||
This Prospectus has been prepared in accordance with | |||
section 713 of the Corporations Act for the purpose of | |||
making available the Offer Securities to Approved US | |||
Investors under this Prospectus and enabling all | |||
Shares, acquired as a result of the Offer, including any | |||
Shares underlying ADSs issued on exercise of the Offer | |||
Securities, to be freely traded and without restriction | |||
under section 707 of the Corporations Act in | |||
accordance with the terms of the Loan Agreement. | |||
Risk factors | The key risks in relation to an investment in Mesoblast | Section 7 | |
include but are not limited to: | |||
• | product risk; | ||
• | manufacturing risk; | ||
• | commercialisation risk; | ||
• | partnering risk; | ||
• | funding risk; | ||
• | key personnel risk; | ||
• intellectual property risk; and | |||
• | regulatory risk. |
There are general risks associated with owning securities in publicly listed companies. The price of securities can go down as well as up due to many factors, some of which are outside the control of
Mesoblast Limited ACN 109 431 870 - Prospectus | page 3
ME_193281548_21
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Mesoblast Limited published this content on 06 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 January 2022 07:47:03 UTC.