Mesoblast : Prospectus for Warrants Related to Oaktree Debt Refinance

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

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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 [phone]
Eric Rose	Facsimile [phone]
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

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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

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