Mesoblast : Prospectus for Warrants in Connection with US$110M Raise

Not for release to US wire services or distribution in the United States

March 15, 2021

Prospectus for Issue of Warrants in Connection with Previously

Announced US$110/A$138 Million Financing Led By US Strategic

Investor Group

In connection with the US$110 million private placement led by a strategic US investor group that was announced on Tuesday March 2, 2021, Mesoblast will issue warrants over 15 million shares at a price of A$2.88 per share, a 25% premium to the placement price, which may raise up to a further A$43.2 million, on or before 15 March 2028. Mesoblast has a right to call on these funds at any time during the term, subject to a share trading price of at least A$4.32 for 45 consecutive days.

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.

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Mesoblast Limited

ACN 109 431 870

ASX: MSB

Prospectus

This Prospectus relates to an offer of 15,027,327 Warrants (Offer Securities) to the Investors, which Mesoblast is required to issue to the Investors in accordance with the US$110 million capital raising announced on 2 March 2021 and the terms of the Subscription Agreements. This Prospectus has been prepared in accordance with Australian legal requirements. Please refer to the US and UK legends in Section 1.2 (if applicable). Only the Investors (or their nominee(s)) 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 Shareholders.

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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	13
4.	Purpose and use of funds raised under the Offer	16
5.	Effect on Mesoblast	17

6. Rights and liabilities attaching to any Shares issued on exercise of the Offer

	Securities	21
7.	Risk factors	24
8.	Additional information	30
Glossary	39
Appendix 1 - Application Form	41

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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,
Donal O'Dwyer	Australia
Eric Rose	Telephone [phone]
Michael Spooner	Facsimile [phone]
Shawn Cline Tomasello	Website www.mesoblast.com
Company Secretary
Charlie Harrison and 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 advisers
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 the Investors for the issue of the Offer
			Securities, being up to 15,027,327 Warrants, which
			Mesoblast is required to issue to the Investors in
			accordance with the terms of their respective
			Subscription Agreements.
Opening and Closing Dates			The Opening Date is 15 March 2021 and the Closing		Section 3.7
			Date is 5.00pm (Melbourne time) on 17 March 2021.
Application for Offer			An application for the Offer Securities can only be made		Section 3.4
Securities			by an Investor 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 the Subscription Agreements.
What is the purpose of the			In accordance with the terms of the Subscription		Section 3.1
Prospectus?			Agreements, Mesoblast is required to issue the Offer
			Securities, which are warrants to acquire Shares in
			accordance with the terms of the Subscription
			Agreements, 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 the Investors
			under this Prospectus and enabling all Shares acquired
			as a result of the Offer, including any Shares 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 Subscription
			Agreements.
Risk factors			The key risks in relation to an investment in Mesoblast		Section 7
		include but are not limited to:
			ξ	product risk;
			ξ	manufacturing risk;
			ξ	commercialisation risk;
			ξ	partnering risk;
			ξ	funding risk;
			ξ	key personnel risk;
			ξ intellectual property risk; and
			ξ	regulatory risk.

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