Ann: Cellmid Share Purchase Plan, page-7

The wording chosen by Cellmid is effectively the same as in the ASIC regulations relating to the SPP program. Its relevant Regulatory Guide 125 states (RG 125.19):

“Our relief * under [CO 09/425] only applies to offers to registered holders of shares in the class, whose address is in a place where it is lawful and practical (in the reasonable opinion of the issuer) for the issuer to offer shares to those people.”

My understanding is that the restriction to local addresses is supported by managers of nominee accounts, who are required to contact each beneficiary holder individually for whom they act as custodian in order for them to participate. This obviously is more complicated and likely to be time consuming when it is required that they provide relevant information to each foreign holder to allow them to make a decision. This allows the company to consider it impractical to do so and complete the raising in the shortest time desired.

The restriction does not apply to a placement because the investing participants are considered to be sophisticated (sic), nor to rights issues that are accompanied by a prospectus.

( * ‘relief’ refers to the lack of a need to prepare a prospectus)