MAYNE PHARMA GROUP LIMITED 
By .pharma
Mayne | Pharma Group Share Purchase Plan |
7 January 2013
Dear Shareholder
I am pleased to inform you that the directors of Mayne Pharma Group Limited ACN 115 832 963 (Company or Mayne Pharma) have established a share purchase plan (SPP or Plan) (as announced on
14 December 2012) to give eligible registered holders of the Company's shares the opportunity to acquire up to A$10,000 worth of additional shares in the Company at A$0.295 per share (Offer). This is the same price as the $18 million placement completed by the Company and announced on 14 December 2012. This price represents a 7.8% discount to the Company's closing share price on 13 December 2012 and
an 8.5% discount to the Company's five day VWAP.
A non-renounceable offer is being made under the Plan to all shareholders who at close of business on
13 December 2012 were registered and eligible holders of ordinary shares in the Company and whose registered address is in Australia or New Zealand. Participation in the Offer is entirely at your option. However, you cannot transfer your right to apply for the shares under the Offer to anyone else.
Details of the Offer and the full terms and conditions of the Plan are set out in the attached documentation.
The Plan is established pursuant to Australian Securities and Investments Commission Class Order
09/425 (Class Order) and the ASX Listing Rules.
The Board of Directors has determined that the maximum amount of monies raised from the Offer will not exceed A$5 million. Should applications from eligible holders for participation in the Offer exceed the
A$5 million limit, the Board of Directors will scale back applications on a pro rata basis. Excess
subscription monies will be refunded (without interest) as soon as reasonably practicable.
In addition, the maximum investment of A$10,000 worth of shares offered under the Offer applies to all eligible shareholders even if they receive more than one offer from Mayne Pharma (for example, because they are a joint holder of shares or because they hold more than one shareholding under separate share accounts). Mayne Pharma reserves the right to reject any application for shares where it believes this requirement has not been complied with or may elect to scale back applications to the maximum A$10,000 limit and refund the excess subscription monies (without interest) as soon as reasonably practicable.
If you are a Custodian (as defined in the Class Order), you may apply for up to A$10,000 worth of shares for each beneficiary subject to you certifying the information prescribed in the Class Order as set out in the annexed Terms and Conditions (Certificate). The Offer is being extended to Custodians as the
registered holder and the Custodian is not required to participate on behalf of its beneficiaries. Custodians
may choose whether or not to extend the offer to their eligible beneficiaries.
Shares will be issued under the Plan at a fixed price of A$0.295 per share. This is the same price as the
A$18 million placement completed by the Company and announced on 14 December 2012.
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In calculating the number of shares to be issued at this price the Company will round down to the nearest whole number.
Shares acquired under the Plan will not attract brokerage, stamp duty or any other transaction cost.
The timetable proposed for the Offer is as follows:
Event Date
Record Date 7.00pm 13 December 2012
Announcement Date 14 December 2012
SPP materials despatched to shareholders 7 January 2013
SPP Offer opens 10.00am (Melbourne time) 7 January 2013
SPP Offer closes 5.00pm (Melbourne time) 31 January 2013
Allotment of SPP shares and release of Appendix 3B (before 1.30pm) 8 February 2013
Quotation of shares issued under the SPP 11 February 2013
Despatch of Confirmation Statements 11 February 2013
The Company reserves the right, in accordance with ASX Listing Rules and the Corporations Act to amend the timetable including, extending the closing date without prior notice to you.
The Offer closes at 5:00pm (Melbourne time) on 31 January 2013.
To participate in the Offer you will need to return your completed Application Form, together with your payment for the full amount to which your acceptance relates, either by cheque or via BPAY® according to the instructions on the Application Form, so that we receive it by no later than 5.00 p.m. (Melbourne time) on 31 January 2013 (unless otherwise extended by Mayne Pharma). If you make your payment by BPAY®, you do not have to return the enclosed Application Form. Cash will not be accepted.
The Company will make an announcement to the ASX on the outcome of the Offer after the close of the
Offer.
Included for your information in this document are the Terms and Conditions of the Plan.
Use of FundsAs announced on 14 December 2012, the funds raised under the Offer will be used to accelerate the development, registration and marketing of Mayne Pharma's existing product pipeline.
Market price risk
You should note that there is a risk that the market price may change between the date of the Offer and the date when shares are issued to applicants.
While such change will not affect the price at which shares under the Offer are issued, it may have an effect on the value of those shares. If the market price falls, the value (based on market price) will be less and if the market price increases, the value (based on market price) will be greater.
In deciding whether to take up the enclosed Offer of shares, you should seek your own independent financial, legal and taxation advice in respect of the offer. The Company is not licensed to provide
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Mayne | Pharma Group Share Purchase Plan |
financial product advice in relation to the Company's shares or any other financial products. No cooling off regime applies to the acquisition of shares under the Plan.
Mayne Pharma recommends that you read the attached Terms and Conditions of the Plan in its entirety before deciding to participate in the Offer.
Mayne Pharma reserves the right to reject any application for shares under the Offer which the Board believes is completed by:
(a) a U.S. Person or a person acting for the account or benefit of a U.S. Person; or
(b) a person within or acting for the account or benefit of any person located within the United States; (collectively, Prohibited Persons) or
(c) a person within, or acting for the account or benefit of any person located within, another jurisdiction where, in the reasonable opinion of the Board, it would be unlawful or impractical for Mayne Pharma to issue shares under the Plan.
The shares offered under the Plan have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any U.S. state, and therefore, may not be, directly or indirectly, offered, sold or resold to Prohibited Persons. Eligible Shareholders under the Offer will be required to make certain representations as set out on the Application Form before being allotted any shares under the Offer, including a representation that they are not a Prohibited Person.
Persons or nominees acting for the account or benefit of any person are specifically prohibited from extending the Offer to persons who are Prohibited Persons and are not themselves eligible to participate if they act for the account or benefit of a Prohibited Person.
If you have any questions in respect of the SPP Terms and Conditions, please call the Share Registry on
1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.30pm
(Melbourne time) Monday to Friday. Yours sincerely
Mark Cansdale
Company Secretary
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Mayne | Pharma Group Share Purchase Plan |
Share Purchase Plan Terms and Conditions
1. Establishment
The Plan is established pursuant to Australian Securities and Investments Commission Class Order
09/425 (Class Order) and the ASX Listing Rules. That instrument grants relief from the requirement to prepare a prospectus for the offer of Shares under the Plan.
The number of Shares issued under the Plan is capped at a maximum number being 30% of the Company's issued fully paid ordinary shares (30% Cap). If the Company receives applications from Eligible Shareholders which exceed the 30% Cap, a scale back of Shares will apply in accordance with
clause 8.
2. Participation
The Board may make Offers under the Plan to all persons who, as at a Record Date determined by the Board are registered as Shareholders, except those Shareholders who are Ineligible Shareholders at that Record Date.
Participation in the Plan by Eligible Shareholders is optional and is subject to these terms and conditions.
3. Offers
Offers under the Plan will be non-renounceable and Shares may be issued under the Plan only to the
Shareholder to whom they are offered.
Each Offer will be made on the same terms and conditions. All Eligible Shareholders will receive the same offer, irrespective of the number of Shares which they hold on the Record Date.
Offers under the Plan may be made once a year or as otherwise determined by the Board.
In any consecutive 12 month period, the maximum value of Shares for which each Eligible Shareholder may subscribe under the Plan is A$15,000 (or such other amount as the Board may determine in its discretion). This limit applies to each Shareholder even if that person holds Shares in more than one capacity - for example, as a sole holder and as a first (or subsequent) named holder of two or more joint holders. However, a Custodian (as defined in the Class Order) may subscribe for the maximum value of Shares for each different beneficiary subject to the Custodian providing a certificate addressed to Mayne Pharma with the information prescribed in the Class Order.
If a Shareholder holds Shares as a trustee or nominee for another person and is expressly noted on Mayne Pharma's register as holding Shares on account of another person (a Beneficiary) but is not a Custodian, the Beneficiary will be taken to be the registered holder of those Shares. In this instance, an application, certification or issue of Shares to the trustee or nominee will be taken to be an application or certification by, or an issue to, the Beneficiary (i.e. each Beneficiary may apply for up to A$15,000 worth of Shares under the Plan).
Offers will be made subject to any terms and conditions that the Board thinks fit which are consistent with these Terms and Conditions, including any minimum or maximum subscription amount (both individual
and in aggregate), and how amounts under any minimum or in excess of any maximum may be dealt
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Mayne | Pharma Group Share Purchase Plan |
with. The Board may also determine the multiple(s) of Shares, or the fixed dollar amount(s), for which
each Eligible Shareholder may subscribe under any given Offer.
4. Issue Price
Shares will be issued under the Plan at the issue price determined by the Board. The Issue Price will either be a fixed price or a price to be determined by a formula designated by the Board (which may include a price by reference to the market price of Shares on ASX during a specified period prior to either the date of the Offer or the date of issue of Shares under the Offer). Notwithstanding the above, the issue price of Shares under the Plan will be at least 80% of the average market price of ordinary shares sold over the last 5 days on which sales were recorded on ASX, either before the day on which the Offer was
announced or before the day on which the Shares are issued.
5. Costs of Participation
No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible
Shareholders in respect of the application for, and issue of, Shares under the Plan.
6. Acceptance of Offers
An Offer to participate in the Plan may be accepted by an Eligible Shareholder only by completing and returning the Application Form provided by Mayne Pharma, together with the appropriate payment for the amount to which the application relates, by no later than the Closing Date (as specified on the Application Form).
Payment may be made only by cheque in Australian dollars drawn on an Australian bank or via BPAY® according to the instructions on the Application Form. If an Eligible Shareholder subscribes for an amount which is not exactly divisible by the relevant Issue Price for the Shares, in calculating the number of Shares to be issued, all fractional entitlements will be rounded down to the nearest whole number. The Company will not refund any resulting small excess in subscription monies which will be deemed to form part of the aggregate Issue Price for the Shares.
Notwithstanding any other provision of these Terms and Conditions, the Board may, at its discretion, reject any Application Form which:
(a) is incomplete, incorrectly filled out or accompanied by a cheque which is not paid in full on first presentation;
(b) the Board believes is completed by:
(i) a U.S. Person (as defined in the U.S. Securities Act of 1933) (U.S. Person) or a person acting for the account or benefit of a U.S. Person; or
(ii) a person within the United States or a person acting for the account or benefit of a person within the United States;
(collectively, Prohibited Persons); or
(c) the Board believes is completed by a person within, or a person acting for the account or benefit of a person within, another jurisdiction where, in the reasonable opinion of the Board, it would be
unlawful or impractical for Mayne Pharma to issue the Shares.
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Mayne | Pharma Group Share Purchase Plan |
7. Scale Back
The aggregate maximum number of Shares that will be issued under the Plan will not exceed 30% of Mayne Pharma's issued fully paid ordinary shares. In the event that applications from Eligible Shareholders for participation in the Plan in aggregate exceed this limit, the Board will scale back applications on a pro rata basis to the extent that the Board sees fit.
Any excess subscription monies will be refunded (without interest) as soon as reasonably practicable to the Eligible Shareholder.
8. Issue of Shares
Mayne Pharma will issue Shares pursuant to an Offer as soon as reasonably practicable after the Closing
Date.
Unless determined otherwise by the Board at the time of issue, all Shares issued under the Plan will rank equally with all other Shares on issue as of the date of issue and will carry the same voting rights, dividend rights and other entitlements as those Shares.
Mayne Pharma will apply for Shares issued under the Plan to be quoted on ASX.
Mayne Pharma will, within the period required by the ASX Listing Rules, send Eligible Shareholders, whose Application Form has been accepted by the Board, a holding statement in respect of any Shares
issued to them under the Plan.
9. Amendment, Suspension and Termination of the Plan
The Board may, in its discretion, amend, suspend or terminate the Plan at any time and adopt any administrative procedures it thinks appropriate in relation to the Plan. Mayne Pharma will notify ASX of any amendment, suspension or termination of the Plan, but failure to do so will not invalidate the amendment, suspension or termination. Mayne Pharma may issue to any person fewer Shares than subscribed for under the Plan (or none at all) if Mayne Pharma believes that the issue of those Shares would contravene any law (in any jurisdiction) or the rules of any stock exchange on which Shares are
quoted.
10. Administration and Dispute Resolution
Mayne Pharma's principal objective in administering the Plan is to facilitate maximum participation consistent with compliance with the Class Order and all applicable laws and efficient administrative practices. The Board may adopt any administrative procedures it thinks appropriate (from time to time) in relation to the Plan.
Mayne Pharma may settle, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the Plan, whether generally or in relation to any participant or class of participants, offer, application or shares, and the decision of Mayne Pharma shall be conclusive and binding on all participants and other persons to whom the determination relates.
Mayne Pharma reserves the right to waive compliance with any provision of these Terms and Conditions.
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Mayne | Pharma Group Share Purchase Plan |
11. Notices
Notices and statements to Eligible Shareholders may be given in any manner determined by the Board
from time to time.
12. Privacy
Chapter 2C of the Corporations Act 2001 (Cth) (the Act) requires information about Shareholders (including name, address and details of the shares held) to be included in Mayne Pharma's public register. If a Shareholder ceases to be a Shareholder, Chapter 2C of the Act requires this information to be retained in Mayne Pharma's public register. These statutory obligations are not altered by the Privacy
Act 1988 (Cth) as amended. Information is collected to administer Shareholders' security holdings.
13. U.S. Securities Act Registration
The Shares offered under this Plan have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any U.S. state, and therefore, may not be directly or indirectly, offered, sold or resold to Prohibited Persons. Eligible Shareholders under an Offer will be required to make certain representations before being allotted any Shares under an Offer, including a representation that they are not a Prohibited Person.
Persons or nominees acting for the account or benefit of any person are prohibited from extending that
Offer to Prohibited Persons and are not themselves eligible to participate if they act for the account or benefit of a Prohibited Person.
14. No Financial Product Advice
Mayne Pharma is not licensed to provide financial product advice in relation to the Shares issued under the Plan or any other financial products. No cooling off regime applies in respect of the acquisition of Shares under the Plan (whether the regime is provided for by law or otherwise). Eligible Shareholders
should obtain their own advice on whether or not to participate in the Plan.
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Mayne | Pharma Group Share Purchase Plan |
Glossary
Capitalised terms in these Terms and Conditions have the meaning set out below unless the context otherwise requires.
Term Definition
Application Form the personalised application form for the purposes of the Plan, to be sent toShareholders in respect of an Offer to them to participate in the Plan
ASX ASX Limited ABN 98 008 624 691 ASX Listing Rules the listing rules of ASX as they are amended from time to time Board the board of directors of Mayne Pharma from time to timeMayne Pharma Group Limited ACN 115 832 963
Eligible Shareholders all Shareholders on a Record Date, except Ineligible Shareholders Ineligible Shareholders Shareholders whose registered address is in a country where, in the reasonable opinion of the Board, it is unlawful or impractical for Mayne Pharma to issue Offers Issue Price the issue price for Shares under an Offer under the Plan as determined by the Board Listing Rules the listing rules of ASX from time to time| page 9
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