UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2022
(Commission File No. 001-41157)
BIONOMICS LIMITED
(Translation of registrant’s name into English)
200 Greenhill Road
Eastwood SA 5063
Tel: +618 8150 7400
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ No ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ No ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
The Company has filed a Notice of Meeting in regard to its Annual General Meeting to be held in Australia on November 16, 2022, in addition to the Annual General Meeting Proxy Form and an Appendix 3B for the proposed issue of securities, with the Australian Securities Exchange (ASX), as required by the laws and regulations of Australia. Those documents are furnished herewith as Exhibit 99.1 to 99.3 to this report on Form 6-K.
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EXHIBIT INDEX
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Exhibit
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Description
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99.1 |
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99.2 |
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99.3 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Bionomics Limited |
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(Registrant) |
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By: |
/s/ Errol De Souza
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Name: |
Errol De Souza, Ph.D. |
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Title: |
Executive Chairman |
Date: October 18, 2022
1
Exhibit 99.1
BIONOMICS LIMITED
ACN 075 582 740
Notice of Annual General Meeting Explanatory Statement and Proxy Form
Date of Meeting:
Wednesday, 16 November 2022
Time of Meeting:
9.30am (Adelaide Time, ACDT)
Place of Meeting:
Banquet Room,
Adelaide Festival Centre,
King William Road
Adelaide SA 5000
Bionomics Limited Notice of Annual General Meeting 1
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (AGM or Meeting) of Shareholders of Bionomics Limited (Company) will be held on Wednesday, 16 November 2022 at 9.30am (ACDT).
Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to shareholders as to how the communication from the Company can be received. The Company will not be dispatching physical copies of meeting documents and notices, including the Notice of Meeting for the AGM, unless you request a physical copy to be posted to you.
The Notice of Meeting, accompanying explanatory statement and Annual Report (“Meeting Materials”) are being made available to shareholders electronically. This means that:
Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at www.investorcentre.com. If you have not yet registered, you will need your shareholder information including SRN/HIN details
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting, being 9.30am (ACDT) on Monday, 14 November 2022. To lodge your proxy, please follow the directions on your personalised proxy form.
The Company will conduct a poll on each resolution presented at the Meeting. The Company is happy to accept and answer questions submitted prior to the Meeting by email to cosec@bionomics.com.au. The Company will address relevant questions during the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX.
Bionomics Limited Notice of Annual General Meeting 2
BIONOMICS LIMITED
ACN 075 582 740
Registered office: 200 Greenhill Road, Eastwood, SA 5063
AGENDA
The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.
ORDINARY BUSINESS
Receipt and consideration of Accounts & Reports
To receive and consider the Financial Report of the Company and the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the financial year ended 30 June 2022.
Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2022 be adopted.”
Resolution 2: Re-election of Mr Alan Fisher as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Mr Alan Fisher, who retires by rotation as a Director in accordance with the Company’s Constitution and the ASX Listing Rules, and being eligible, and offering himself for re-election, be re-elected as a Director of the Company."
SPECIAL BUSINESS
Resolution 3: Approval of issue of Shares – Future Placement Facility
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 900 million Future Placement Shares (represented by American Depositary Shares) at an issue price of not less than 80% of the VWAP of Shares calculated over the last five days on which sales of Shares were recorded prior to the date the Company releases to ASX an announcement regarding a placement of Future Placement Shares, to institutional, professional, sophisticated and other investors, on the terms and conditions described in the Explanatory Statement.”
Resolution 4: Approval of 10% Placement Facility
To consider and, if thought fit, pass the following resolution as a special resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement”
By the order of the Board
Suzanne Irwin
Company Secretary
Dated: 14 October 2022
Bionomics Limited Notice of Annual General Meeting - Agenda 3
Notes
Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
Subject to the restrictions set out in Notes 7 and 8 below, the Chair of the Meeting will vote undirected proxies in favour of all of the proposed Resolutions.
To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 and 3, if the person is either a member of the Company’s Key Management Personnel (whose remuneration is disclosed in the Remuneration Report) or a Closely Related Party of such a member and the appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may vote if the proxy is the Chair and the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 and 3 by signing and returning the Proxy Form (including via an online voting facility), you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention, even though the Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
Resolution 1
In accordance with section 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member (KMP voter). However, the KMP voter may cast a vote on Resolution 1 as a proxy for a person who is not a KMP voter and either:
If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
Bionomics Limited Notice of Annual General Meeting - Agenda 4
If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Resolutions 2
There are no voting exclusions on these Resolutions.
Resolution 3
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
However, this does not apply to a vote cast in favour of the Resolution by:
Resolution 4
As at the date of dispatch of this Notice, the Company is not proposing to make an issue of equity securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.
However, if, between the date of dispatch of this Notice and the date of the AGM, the Company proposes to make an issue of equity securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of Resolution 4 by or on behalf of:
However, this does not apply to a vote cast in favour of the Resolution by:
Resolution 4 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the Resolution by Shareholders (by number of Shares) must be in favour of the Resolution.
Shareholders are invited to contact the Company Secretary, Suzanne Irwin at CoSec@bionomics.com.au if they have any queries in respect of the matters set out in these documents.
Bionomics Limited Notice of Annual General Meeting - Agenda 5
EXPLANATORY STATEMENT
Purpose of Information
This Explanatory Statement (Explanatory Statement) accompanies and forms part of the Company’s Notice of Annual General Meeting (Notice) for the 2022 Annual General Meeting (Meeting) will be held at Banquet Room, Adelaide Festival Centre, King William Road. Adelaide SA 5000, at 9.30am (ACDT) on Wednesday, 16 November 2022.
The Notice incorporates, and should be read together, with this Explanatory Statement.
Receipt and consideration of Accounts & Reports
A copy of the Annual Report for the financial year ending 30 June 2022 which incorporates the Company's Financial Report, Directors’ Report (including the Remuneration Report and the Auditor’s Report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at +61 8 8150 7400, and you may request that this occurs on a standing basis for future years.
Alternatively, you may access the Annual Report at the Company's website: https://www.bionomics.com.au/ or via the Company’s announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.
Shareholders will have the opportunity to ask questions about or make comments on the 2022 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2022 Annual Financial Statements.
Resolution 1: Adoption of Remuneration Report
Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report is set out in the Directors’ Report in the Company’s 2022 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior executives of the Company.
In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.
In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.
The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.
Board Recommendation
Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this Resolution (set out in the Notice of Annual General Meeting), that each Director (or any Closely Related Party of a Director) is excluded from voting their Shares on this Resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.
Voting Exclusions
Refer to Note 7 for voting exclusions.
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 6
Resolution 2: Re-election of Mr Alan Fisher as a Director of the Company
Background
Mr Fisher was appointed as a Director of the Company on 1 September 2016. Mr Fisher retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election as a Director.
Mr Fisher is an experienced corporate advisor and public company director. He has a proven track record for implementing strategies that enhance shareholder value. His main areas of expertise include mergers and acquisitions, public and private equity raisings, business restructuring and strategic advice.
Board Recommendation
The Board (with Mr Fisher abstaining), recommends that Shareholders vote in favour of the election of Mr Fisher.
Voting Exclusions
There are no voting exclusions on this Resolution.
Resolution 3: Approval for issue of Shares - Future Placement Facility
ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a listed company must not, subject to specified exceptions, without the approval of holders of ordinary securities, issue or agree to issue, during any 12 month period, any equity securities, or other securities with rights to convert into equity, if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period (Placement Capacity).
An issue of equity securities, which has been approved by shareholders of a company under ASX Listing Rule 7.1, does not count towards a company’s Placement Capacity.
Background
Resolution 3 seeks Shareholders' approval pursuant to ASX Listing Rule 7.1 and for all other purposes, for the Directors to allot and issue up to 900 million Shares (represented by American Depositary Shares) (Future Placement Shares) under the Future Placement Facility. The effect of passing Resolution 3 will be to allow the Directors to issue the New Shares during the three month period after the Meeting (or a longer period, if allowed by ASX), without using up the Company's Placement Capacity under ASX Listing Rule 7.1.
The Company has not yet made any agreement or arrangement to issue the New Shares or confirmed the number of Future Placement Shares to be issued (other than the limit of 900 million Future Placement Shares in addition to Shares that may otherwise be issued pursuant to ASX Listing Rule 7.1, 7.1A or 7.2), and there is no certainty that it will proceed with any capital raising under the Future Placement Facility.
If the Future Placement Facility is not approved by Shareholders, the Company reserves the right to issue Future Placement Shares during the 3 month period after the Meeting, subject to ASX Listing Rules 7.1, 7.1A and 7.2.
Specific Information Required by ASX Listing Rule 7.3
For the purposes of ASX Listing Rule 7.3, information regarding the Future Placement Facility is provided as follows:
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 7
No securities will be offered or issued to any related party of the Company, or any associate of a related party, or a party to whom an issue of equity securities requires Shareholder approval under ASX Listing Rule 10.11. None of the allottees will be a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who may be issued a number of Shares equal to or greater than 1% of the Company’s issued capital at the time).
Board Recommendation
The Board recommends that Shareholders vote in favour of this Resolution.
Voting Exclusions
Refer to Note 7 for voting exclusions.
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 8
Resolution 4: Approval of 10% Placement Facility
Background
ASX Listing Rule 7.1A enables eligible entities, with shareholder approval, to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the AGM (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of A$300 million or less. The Company is, at the date of this Notice, an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation as at 10 October 2022 of approximately A$81.2 million. If the Company is included in the S&P/ASX 300 Index and/or has a market capitalisation of greater than A$300 million on the date of the AGM, then this Resolution will be withdrawn.
The Company is seeking Shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period (as described below) without further Shareholder approval and without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.
If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval. An approval under ASX Listing Rule 7.1A lasts for 12 months from the date of the AGM, and does not lapse if the Company’s market capitalisation exceeds A$300 million, or if it is included in the S&P/ASX 300 Index, at some time during that period.
If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX Listing Rule 7.1.
Description of ASX Listing Rule 7.1A
The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting. This means it requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities on issue, being Fully Paid Ordinary Shares (ASX:BNO).
ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:
(A x D) – E
A is the number of shares on issue at the commencement of the “relevant period” (which, for the Company, is the 12 month period immediately preceding the date of the issue or agreement):
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 9
(i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
(ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;
(i) the agreement was entered into before the commencement of the relevant period; or
(ii) the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;
Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under ASX Listing Rule 7.4.
The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.
The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer above).
The Equity Securities issued under ASX Listing Rule 7.1A must be issued for a cash consideration per security which must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:
(10% Placement Period).
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 10
Specific information required by ASX Listing Rule 7.3A
Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:
(iii) the time and date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
The below table shows the dilution of existing Shareholders on the basis of the market price of Shares as at 10 October 2022 (Current Share Price) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of this Notice.
The table also shows:
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 11
Variable 'A' in ASX Listing Rule 7.1A.2 |
Issue Price ($A) |
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50% decrease in Current Share Price |
Current Share Price
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100% increase in Current Share Price |
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$0.030 |
$0.060 |
$0.120 |
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Current Variable A 1,353,350,744 Shares |
10% Voting Dilution |
135,335,074 |
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Funds raised |
$4,060,052 |
$8,120,104 |
$16,240,209 |
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50% increase in current Variable A 2,030,026,116 Shares |
10% Voting Dilution |
203,002,612 |
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Funds raised |
$6,090,078 |
$12,180,157 |
$24,360,313 |
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100% increase in current Variable A 2,706,701,488 Shares |
10% Voting Dilution |
270,670,149 |
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Funds raised |
$8,120,104 |
$16,240,209 |
$32,480,418 |
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The table has been prepared on the following assumptions:
The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 12
The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with ASX Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.
Board Recommendation
The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.
Voting Exclusions
Refer to Note 7 for voting exclusions.
Bionomics Limited Notice of Annual General Meeting – Explanatory Statement 13
GLOSSARY
The following terms have the following meanings in this Explanatory Statement:
“$” means Australian Dollars;
“10% Placement Facility” has the meaning as defined in the Explanatory Statement for Resolution 4;
“10% Placement Period” has the meaning as defined in the Explanatory Statement for Resolution 4;
“Annual Report” means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2022;
“American Depositary Shares” are is an instrument that enables non-US companies to list equity securities on a US stock exchange such as Nasdaq. Each American Depositary Shares represents one or more underlying fully paid ordinary shares in the non-US company and confers beneficial rights of ownership to these underlying shares. The underlying shares are held on deposit by a custodian bank in the non-US company’s home country.
“ASX” means ASX Limited ABN 53 075 582 740 or the Australian Securities Exchange, as the context requires;
“ASX Listing Rules” means the Listing Rules of the ASX;
“Auditor’s Report” means the auditor’s report on the Financial Report;
“ACDT” means Australian Central Daylight Time;
“Board” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;
“Chair” means the person appointed to chair the Meeting of the Company convened by the Notice;
“Closely Related Party” means:
“Company” means Bionomics Limited ACN 075 582 740;
“Constitution” means the constitution of the Company as at the date of the Meeting;
“Corporations Act” means the Corporations Act 2001 (Cth);
“Director” means a Director of the Company;
“Directors’ Report” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
“Explanatory Statement” means the explanatory statement which forms part of the Notice;
“Financial Report” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
“Future Placement Facility” means the proposed 900 million Share (represented by American Depositary Shares) placement facility for which Resolution 3 seeks approval pursuant to ASX Listing Rule 7.1
“Future Placement Shares” means the 900 million Shares (represented by American Depositary Shares) proposed to be issued pursuant to the Future Placement Facility, subject to approval pursuant to ASX Listing Rule 7.1.
“IPO” means the initial public offering (IPO) in the United States to obtain a listing on the Nasdaq Stock Market (Nasdaq) which occurred in December 2021;
“Key Management Personnel” means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;
“Meeting” has the meaning given in the introductory paragraph of the Notice;
“Notice” means this Notice of Meeting including the Explanatory Statement;
“Proxy Form” means the proxy form attached to the Notice;
“PTSD” means post-traumatic stress disorder;
“Remuneration Report” means the remuneration report which forms part of the Directors’ Report of Bionomics Limited for the financial year ended 30 June 2022 and which is set out in the 2022 Annual Report.
Bionomics Limited Notice of Annual General Meeting – Glossary 14
“Resolution” means a resolution referred to in the Notice;
“SAD” means Social Anxiety Disorder;
“Section” means a section of the Explanatory Statement;
“Share” means a fully paid ordinary share in the capital of the Company;
“Shareholder” means shareholder of the Company;
“Trading Day” means a day determined by ASX to be a trading day in accordance with the ASX Listing Rules;
“VWAP” means volume weighted average price.
Bionomics Limited Notice of Annual General Meeting – Glossary 15
Exhibit 99.2
Bionomics LimitedSRN/HIN: I9999999999 BNO MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 ABN 53 075 582 740 XX For your proxy appointment to be effective it must be received by 9:30am (ACDT) on Monday, 14 November 2022. All your securities will be voted in accordance with your directions. YOUR VOTE IS IMPORTANT Phone: 1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia) Online: www.investorcentre.com/contact Need assistance? Proxy Form How to Vote on Items of Business Lodge your Proxy Form: Online: Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code. Corporate Representative If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms". PARTICIPATING IN THE MEETING SIGNING INSTRUCTIONS FOR POSTAL FORMS For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia 1800 783 447 within Australia or +61 3 9473 2555 outside Australia By Fax: Your secure access information is APPOINTMENT OF PROXY PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. Control Number: 999999 PIN: 99999 Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable. Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf. A proxy need not be a securityholder of the Company. You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare. Samples/000001/000002/i12 *M00000112Q02*
Computershare I 9999999999 or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Bionomics Limited to be held at Banquet Room, Adelaide Festival Centre, King William Road, Adelaide, SA 5000 on Wednesday, 16 November 2022 at 9:30am (ACDT) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 3 by marking the appropriate box in step 2. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. I ND B N O 0 2 6 7 5 9 A MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Appoint a Proxy to Vote on Your Behalf XX Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘X’) should advise your broker of any changes. Proxy Form Please mark to indicate your directions I/We being a member/s of Bionomics Limited hereby appoint the Chairman of the Meeting OR PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s). Step 1 Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically (Optional) Step 3 Signature of Securityholder(s) For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Alan Fisher as a Director of the Company Resolution 3 Approval of Issue of Shares – Future Placement Facility Resolution 4 Approval of 10% Placement Facility Date / /
Exhibit 99.3
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Proposed issue of securities |
Announcement Summary |
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Entity name
BIONOMICS LIMITED
Announcement Type
New announcement
Date of this announcement
17/10/2022
The Proposed issue is: |
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A placement or other type of issue |
Total number of +securities proposed to be issued for a placement or other type of issue
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Maximum Number of |
ASX +security code |
+Security description |
+securities to be issued |
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BNO
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ORDINARY FULLY PAID
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900,000,000
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Proposed +issue date
16/2/2023
Refer to next page for full details of the announcement
Proposed issue of securities |
1 / 6 |
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Proposed issue of securities |
Part 1 - Entity and announcement details |
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BIONOMICS 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 |
ABN |
53075582740 |
BNO
1.4 The announcement is |
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New announcement |
17/10/2022
1.6 The Proposed issue is: |
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A placement or other type of issue |
Proposed issue of securities |
2 / 6 |
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Proposed issue of securities |
Part 7 - Details of proposed placement or other issue |
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Part 7A - Conditions |
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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?
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7A.1a Conditions |
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Approval/Condition +Security holder approval |
Date for determination 16/11/2022 |
Is the date estimated or actual?
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** Approval received/condition met? |
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Comments |
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Resolution #3 as per the Notice of Meeting for the Annual General Notice filed with ASX on 14 October 2022. |
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Yes
Part 7B - Issue details |
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Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
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Will the proposed issue of this +security include an offer of attaching +securities?
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Existing class
No
Details of +securities proposed to be issued
ASX +security code and description
BNO : ORDINARY FULLY PAID
Number of +securities proposed to be issued
900,000,000
Offer price details
Proposed issue of securities |
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Proposed issue of securities |
Are the +securities proposed to be issued being issued for a cash consideration?
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Yes
In what currency is the cash consideration being paid? USD - US Dollar |
What is the issue price per +security? USD 0.03960 |
AUD equivalent to issue price amount per +security
0.062600
FX rate (in format AUD 1.00 / primary currency rate): AUD 1.00 |
FX rate (in format AUD rate/primary currency rate) Primary Currency rate USD 0.63270000 |
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
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Yes |
Proposed issue of securities |
4 / 6 |
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Proposed issue of securities |
Part 7C - Timetable |
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7C.1 Proposed +issue date
16/2/2023
Part 7D - Listing Rule requirements |
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7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? |
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Yes |
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
16/11/2022
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? |
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No |
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? |
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No |
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? |
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No |
Proposed issue of securities |
5 / 6 |
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Proposed issue of securities |
Part 7E - Fees and expenses
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7E.1 Will there be a lead manager or broker to the proposed issue? |
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No |
7E.2 Is the proposed issue to be underwritten? |
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No |
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
If the Company appoints a lead manager to manage the Future Placement Facility, a fee may be payable to the lead manager, details of which will be disclosed to ASX once known. |
Part 7F - Further Information
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7F.01 The purpose(s) for which the entity is issuing the securities
The continued development of BNC210, including clinical and non-clinical studies and other activities supporting the advancement of the program following the completion of the ongoing Phase 2 PREVAIL Study, and general working capital purposes |
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
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No |
7F.2 Any other information the entity wishes to provide about the proposed issue
Future Placement Shares issued under the Future Placement Facility will be issued by the Company at an issue price of at least 80% of the VWAP for Shares over the last five days on which sales of Shares were recorded prior to the date the Company releases to ASX an announcement regarding a placement of Future Placement Shares to be made under the Future Placement Facility. The issue of Future Placement Shares under the Future Placement Facility may occur progressively. Future Placement Shares to be issued will be fully paid ordinary shares in the capital of the Company (represented by American Depositary Shares). |
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
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The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) |
Proposed issue of securities |
6 / 6 |