Bionomics : Becoming a substantial holder

Published: 2022-01-18 23:02:03 ET BNO.AX

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

onlyToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

Bionomics Limited

075 582 740

William Blair & Company, L.L.C.

N/A

The holder became a substantial holder on 15 December 2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

use

Class of securities

Number of securities

Person's votes (5)

Voting power (6)

(4)

Ordinary shares

287,960,738

28.30%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

personal

Holder of relevant interest

Nature of relevant interest (7)

Class and number of securities

Restriction on disposal of shares under lock

up agreements (see Annexure A) in relation

to the public offering in the United States of

America of American Depositary Shares,

each

representing Bionomics ordinary

William Blair & Company, L.L.C.

shares, giving William Blair & Company,

287,960,738 Ordinary shares

L.L.C.

a 'relevant interest' under section

608(1)(c) of the Corporations Act,

notwithstanding that William Blair &

Company, L.L.C. has no right to acquire

these shares or to control the voting rights

attached to these shares.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

For

Holder of relevant

Registered holder of

Person entitled to be

Class and number

interest

securities

registered as holder (8)

of securities

HSBC

Custody

Nominees

HSBC

Custody

Nominees

(Australia) Limited

William Blair & Company, L.L.C.

BNP Paribas Nominees Pty Ltd

287,960,738

Bank of New York Mellon

Ordinary shares

Errol De Souza

Liz Doolin

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant

Date of acquisition

Consideration (9)

Class and number

interest

of securities

Cash

Non-cash

For personal use only

19 January 2022

For personal use only

Kevin Cunningham,Partner & Deputy General Counsel

19 January 2022

For personal use only

Lock-Up Agreement

Dated: December 15, 2021

Evercore Group L.L.C.,

William Blair & Company, L.L.C.

as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement

c/o Evercore Group L.L.C. 55 East 52nd Street

New York, New York 10055

c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606

Re:

Proposed Public Offering by Bionomics Limited

Dear Sirs:

The undersigned, a shareholder of Bionomics Limited, a public company limited by shares organized under the laws of the Commonwealth of Australia (the "Company"), understands that Evercore Group L.L.C. and William Blair & Company, L.L.C. (the "Representatives") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company providing for the public offering (the "Offering) of American Depositary Shares (the "ADSs"), each representing 180 ordinary shares, no par value, of the Company ("Ordinary Shares"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the "Lock-Up Period"), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the "Lock-Up Securities"), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of clauses (i) through (iv), (x) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, and (y) any such transfer shall not involve a disposition for value, (2) the transfer of Lock-Up Securities does not

For personal use only

involve any change in the beneficial ownership of the Lock-Up Securities, (3) such transfers are not required to be reported with the Securities and Exchange Commission or any other regulatory body in any jurisdiction other than filings under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers, (4) the undersigned hereby agrees to inform the Representative in writing (including details of the transfer and the transferee) within 2 business days when any transfer is made pursuant to clauses (i) through (ix) below, and (5) the undersigned hereby acknowledges and agrees that any such transfer may require public notification (including to the Australian Securities Exchange) and that a copy of this Agreement may be included with such public notification:

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Disclaimer

Bionomics Limited published this content on 19 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2022 04:01:04 UTC.