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The Offer contained in this Prospectus is an invitation to acquire Shares in the Company at $1.10 per Share, together with one Option for every one Share subscribed for under the Offer, with each Option exercisable at $1.10 on or before 19 April 2018.
The Prospectus is dated Tuesday, 6 September 2016 and was lodged with ASIC on that date. None of ASIC, the ASX or their respective officers take any responsibility for the content of this Prospectus or for the merits of the investment to which this Prospectus relates. This is a Replacement Prospectus to replace the prospectus dated 30 August 2016 and lodged with ASIC on that date.
The Company applied to the ASX on 5 September 2016 for listing of the Company and quotation of the Securities on ASX.
No securities will be issued or transferred on the basis of this Prospectus later than 13 months after the date of this Prospectus.
This document is important and requires your immediate attention. It should be read in its entirety. You may wish to consult your professional adviser about its contents. It is important that you read this Prospectus carefully and in full before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the financial performance of the Company.
The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, financial situation or particular needs of any prospective investor.
You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest in the Company. Some of the risk factors that should be considered by prospective investors are set out in Section 6. There may be risks in addition to these that should be considered in light of your personal circumstances.
Except as required by law and only to the extent required, no person named in this Prospectus, nor any other person guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares acquired pursuant to this Prospectus.
No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company, the Directors, the Joint Lead Managers, or any other person in connection with the Offer. You should rely only on the information contained in this Prospectus.
The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law. This Prospectus does not constitute an offer in any place in which, or to whom it would not be lawful to make such an offer. Persons who come into possession of this document should inform themselves about and observe any restrictions on the acquisition or distribution of the Prospectus. Any failure to comply with these restrictions may constitute a violation of securities laws.
The Offer is not open to persons in the United States or U.S. Persons.
The Securities being offered pursuant to this Prospectus have not been registered under the US Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the US Securities Act and applicable state securities laws. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
In addition, any hedging transactions involving these Shares may not be conducted unless in compliance with the US Securities Act.
This Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978, the Securities Regulations 2009 of New Zealand, the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 and the Companies Act 1993 of New Zealand.
This Offer and the content of the Offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the Offer must be made.
There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime.
The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.
Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.
The taxation treatment of Australian securities is not the same as for New Zealand securities.
If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.
The Offer involves payments that are not in New Zealand dollars.
The Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.
If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.
The Offer involves securities that are able to be traded on a financial market.
If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.
Section 5 sets out in detail the Financial Information referred to in the Prospectus. The basis of preparation and presentation of the Financial Information in this Prospectus is set out in Section 5. The Financial Information in this Prospectus should be read in conjunction with, and are qualified by reference to, the information contained in Section 5.5 and the risks set out in Section 6.
The Financial Information has been prepared and presented in accordance with the recognition and measurement principles prescribed by the Australian Accounting Standards (as issued by the Australian Accounting Standards Board). Compliance with these standards ensures that the Financial Information complies with the recognition and measurement principles of International Financial Reporting Standards. The Financial Information is unaudited.
The Financial Information is presented in Australian dollars.
This Prospectus contains forward-looking statements which can be identified by the use of forward–looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “predicts”, “intends”, “plans”, “goals”, “targets”, “aims”, “outlook”, “guidance”, “forecast”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this Prospectus, are expected to take place (including the key assumptions set out in Section 5).
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual events or outcomes to differ materially from the events or outcomes expressed or anticipated in these statements. Many of these statements are beyond the control of the Company and the Directors.
While the Company believes that the expectations reflected in the forward looking statements in this Prospectus are reasonable, the Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The risk factors set out in Section 6, as well as other matters as yet not known to the Company or not currently considered material by the Company, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements.
The Company has no intention of updating or revising forward-looking statements, or publishing prospective Financial Information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.
This Prospectus uses market data and third party estimates and projections. The Company has obtained significant portions of this information from market research prepared by third parties. There is no assurance that any of the forecasts contained in the reports, surveys and research of such third parties that are referred to in this Prospectus will be achieved. The Company has not independently verified this information.
Any market research, market data or third party estimates and projections included in this Prospectus should not be considered as an opinion by the party who prepared the information as to the value of any Shares or as investment advice related to an investment in the Company.
Except as specifically provided for under this Prospectus, a reference to a third party in this Prospectus should not be taken as indicating that the relevant party was involved in the preparation of this Prospectus, or that it expresses an opinion on the merits of an investment to which this Prospectus relates.
Pursuant to ASIC Corporations (Exposure Period) Instrument 2016/74, this Prospectus has no Exposure Period.
The Offer or invitation to which the Electronic Prospectus relates is only available to persons receiving the Electronic Prospectus in Australia or New Zealand.
The Company will also send a copy of the paper Prospectus and paper Application Form free of charge if the person asks during the application period.
If you download the Electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by a copy of the Application Form. The Shares to which the Electronic Prospectus relates will only be issued on receipt of a completed Application Form accompanying the Prospectus.
All references to time in the Prospectus refer to Australian Eastern Daylight Time unless stated otherwise.
We are excited to invite you to join us as we establish H2Ocean Limited.
Our Prospectus is currently being reviewed by ASIC and we are expecting the Exposure Period to end on the 6th of September. Therefore, our Offer is scheduled to open on Wednesday, 7th of September. We will be able to accept applications at that time.
We look look forward to welcoming you as a Shareholder.