If you would like to express your interest in becoming a shareholder in H2Ocean and receive the IM, please follow the link below.
The Confidential Information Memorandum ("IM") that will be provided to select prospective investors has been prepared, and is issued, by H2Ocean Limited (ACN 613 070 116) (the "Company").
The purpose of the IM is to assist an excluded class of investor in their evaluation of the business of the Company and to determine whether or not to lodge an application to become an investor.
The IM is supplied personally to the recipient on the conditions set out herein. The recipient's acceptance of these conditions is evidenced by its retention of the IM. If these conditions are not acceptable, the recipient must return the IM to the Company immediately.
The contents of the IM, and any other information provided in connection with the IM or the offer under the IM ("Confidential Materials"), are confidential and are being made available strictly on the basis of the disclaimers accepted by, and confidentiality and other obligations imposed on, an investor under the IM. No disclosure of the IM or any other Confidential Materials is permitted without prior written approval from the Company.
The IM and the offer under the IM does not constitute an offer or invitation to subscribe for Participating Preference Shares in any jurisdiction where, or to any person to whom, it would not be lawful to make the offer. An investor outside Australia should comply with all laws of the relevant jurisdiction applicable to an application for Participating Preference Shares in the Company made by that investor.
Section 708 of the Corporations Act 2001 (Cth) ("Corporations Act") provides for offers that do not require any specific disclosures in respect of the offer under the IM. Any offer under the IM is strictly on the basis that you are, and by accepting the IM you are representing to the Company that you are, either a 'sophisticated' or 'professional' investor (as contemplated by section 708 of the Corporations Act) or an 'accredited investor' (as defined in section 2(15) of the US Securities Act 1933 and Rule 501 promulgated thereunder).
The IM has been prepared solely for information purposes and to assist investors in evaluating the Company and its offer. It does not contain all the information that an investor may need to evaluate the Company and the offer under the IM. The Company and its advisers have not independently verified any of the information or data contained in the IM. The IM is not, and should not be construed as, a recommendation or advice by the Company or its advisers to an investor to participate in the offer under the IM. An investor must conduct his or her own investigations and analysis of the Company and its offer, the financial condition, assets and liabilities and the affairs of the Company and the contents of the IM and should seek independent legal, financial and taxation advice before making any decision with respect to an investment in the Company.
The IM is not a prospectus or a disclosure document within the meaning of Chapter 6D of the Corporations Act or any similar disclosure document under any applicable law. It is not required to, and does not, contain the same level of disclosure as those documents and has not been, and is not required to be, lodged with the Australian Securities and Investment Commission or any other regulatory body in any jurisdiction.
An investment in the Company should be regarded as speculative and is subject to investment risks, which could include loss of capital invested. Neither the Company, nor its associates, directors, officers, employees, agents or advisers assumes liability to any person in connection with an investment in the Company or guarantees the performance of the Company, the meeting of any investment objectives of the Company, the repayment of capital or any particular rate of return.
Investments in the Company are not deposits or a debt obligation of, and are not guaranteed by, the Company or any other person.
Prospective investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of their entire investment and lack of liquidity for interests in the Company) that are characteristic of an investment in the Company. Refer to Section 5 of the IM for further information in relation to the risks associated with an investment in the Company.
Each of the Company and its advisers and their respective directors, officers and employees, advisers, related entities and agents:
Nothing in the IM is a promise or representation as to the future. Any forecasts or financial projections contained in the IM have been prepared in accordance with a number of economic and other assumptions and must be interpreted in the context of those assumptions and the risk that they may prove to be incorrect or unreasonable. No assurance or representation is made that any forecast or projection will be achieved.
Accordingly, investors must make their own investigations and enquiries about the assumptions, uncertainties and contingencies which may affect the Company. The Company does not accept any responsibility for any costs incurred by any person in relation to that person's evaluation of the Company and its offer under the IM or otherwise. The Company has not authorised any person to make any statements or representations which are not expressly contained in, or contemplated by, the IM.
Certain information in the IM contains statements that are forward-looking. Such forward-looking information involves risks and uncertainties that could significantly affect anticipated results in the future. Results may differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Factors that could cause the Company's results to differ materially from those contemplated in the forward-looking statements include, among other things, timely receipt of all applicable regulatory approvals by companies that the Company invests in, the operating performance of the Company's investments and other business investment considerations.
Unless otherwise stated, all information in the IM is current only as at the date on the cover of the IM, and then only to the extent relevant information is available at the time of compilation of the IM. Accordingly, financial information (for example) should not necessarily be assumed to be based on the latest auditable information.
The publication of the IM does not create any implication that there will be, or has been, no change in the business or a airs of the Company since its date of issue. The Company may, in its absolute discretion, update or supplement the IM, but is under no obligation to do so.
The Company and its associates and directors do not guarantee the performance or success of the offer, the repayment of capital or any particular rate of return on either capital or income. No person named in the IM or any other person guarantees the performance of the Company or the payment of any return (capital or income).