This Prospectus contains the following Offers:
- the offer of 80,650,000 fully paid ordinary shares (New Shares) at an issue price of $0.20 per New Share to raise $16,130,000 (Public Offer);
- the offer of 16,850,000 fully paid ordinary shares (New Shares) at an issue price of $0.20 per New Share to raise $3,370,000 (Invitation Offer); and
- the offer of 4,450,000 new options (New Options) and 6,000,000 performance rights (Performance Rights) to directors, management and employees (Advisor Offer),
(collectively, the Offers).
The Prospectus is dated 16 April 2019 (Prospectus) and a paper form of the electronic Prospectus (including its attached Application Form) accessible through this website was lodged with Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on 16 April 2019.
ASIC and ASX takes no responsibility for the content of the Prospectus.
By accessing the Prospectus, you acknowledge that you have read and accept the terms set out in this notice.
The Prospectus contains the details of Offers by Qpro Holdings Limited (ACN 627 071 121) (to be renamed “PKS Holdings Limited”) (Company) for Securities in the Company.
This Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company’s Securities. There are risks associated with an investment in the Company’s Securities. Some of the key risks that should be considered are set out in Section 5 of the Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues). There may also be risks in addition to these that should be considered in light of your personal circumstances.
If you do not fully understand the Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional adviser before deciding whether to invest in the Company.
The information contained in the Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.
No person or entity is authorised to give any information or make any representation in connection with the Offers or the Securities described in the Prospectus. Any information or representation not contained in the Prospectus may not be relied on as having been authorised by the Company or the Joint Lead Managers in connection with the Offers.
An application for New Shares under the Public Offer or Invitation Offer must be made using the Application Form attached to the Prospectus or as instructed by the Joint Lead Managers in the case of Institutional Applicants or its clients.
The Application Form attached to the Prospectus contains detailed instructions on how the form for the Public Offer or Invitation Offer can be completed.
The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law. The 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 into whose possession this document comes should inform themselves about and observe any restrictions on acquisition or distribution of the Prospectus. Any failure to comply with these restrictions may constitute a violation of securities laws.
No action has been taken to register or qualify the Shares under the Prospectus, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia.
It is your responsibility to ensure compliance with all laws of any country relevant to your Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty made by you to the Company that there has been no breach of such laws and that all necessary consents and approvals have been obtained.
Notice to United States Residents
The Securities being offered pursuant to the Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) or any US state securities laws 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. The Prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, nor shall there be any sale of the Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law, including the US Securities Act.
Notice to Hong Kong investors
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
Notice to New Zealand residents
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”). The securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:
- is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
- meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
- is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
- is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
- is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
If you (or any person for whom you are acquiring or procuring the securities) are in New Zealand, you (and any such person):
a) are a person who (i) is an investment business within the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct Act 2013 (New Zealand) (the “FMC Act”), (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act, (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act, (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act;
b) acknowledge that: (i) Part 3 of the FMC Act shall not apply in respect of the offer of securities to you, (ii) no product disclosure statement under the FMC Act may be prepared in respect of the offer of securities and (iii) any information provided to you in respect of the offer is not required to, and may not, contain all of the information that a product disclosure statement under New Zealand law is required to contain;
c) warrant that if in the future you elect to directly or indirectly offer or sell any of the securities allotted to you, you undertake not to do so in a manner that could result in (i) such offer or sale being viewed as requiring a product disclosure statement or other similar disclosure document or any registration or filing in New Zealand, (ii) any contravention of the FMC Act or (iii) the Company or its directors incurring any liability; and
d) warrant that (i) any person for whom you are acquiring securities meets one or more of the criteria specified in subclause (a) above and (ii) you have received, where required, a safe harbour certificate in accordance with clause 44 of Schedule 1 of the FMC Act.
ACKNOWLEDGEMENT THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OF SECURITIES
The information on this website is provided for informational purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in the securities of the Company. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By proceeding, you confirm that you are a resident of and accessing this website from Australia, New Zealand or a jurisdiction where to make the Offers under the Prospectus would not be a breach of the securities law requirements.