The Offer contained in this Prospectus is an invitation to acquire fully paid ordinary shares (Shares) in Integrated Payment Technologies Limited ACN 611 202 414 (Company) at $0.20 per Share.
2. LODGEMENT AND LISTING
The Prospectus is dated Friday, 23 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.
The Company will apply to the ASX for listing of the Company and quotation of the Shares on ASX within 7 days of the date of the Prospectus.
3. EXPIRY DATE
No securities will be issued or transferred on the basis of this Prospectus later than 13 months after the date of this Prospectus.
4. NOTE TO APPLICANTS
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 3. 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.
5. OFFER ONLY MADE WHERE LAWFUL TO DO SO
The offer of Shares in the Company pursuant to the Prospectus is only available to investors in Australia. No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.
The distribution of this Prospectus in jurisdictions outside Australia 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.
6. NOTICE TO UNITED STATES RESIDENTS
This Prospectus may not be distributed to, or relied upon, by persons in the United States. The Shares to be offered and sold under this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933 or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States or to a U.S Person, unless the Shares are registered under the US Securities Act, or except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable U.S state securities laws.
Accordingly, the Shares are being offered only outside the United States to persons not known to be U.S Persons.
7. FINANCIAL INFORMATION AND AMOUNTS
Section 4 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 4. 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 3.
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 4).
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 3, 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.
9. EXPOSURE PERIOD
During the exposure period prescribed under section 727(3) of the Corporations Act 2001 (Cth) (Corporations Act), any applications received for any securities pursuant to this Prospectus will not be processed until after the exposure period. No preference will be conferred on applications received in the exposure period.
The purpose of the exposure period is to enable the Prospectus to be examined by market participants prior to the raising of funds. That examination may result in the identification of deficiencies in the Prospectus, and in that circumstance, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act.
10. ELECTRONIC PROSPECTUS
The Offer or invitation to which the Electronic Prospectus relates is only available to persons receiving the Electronic Prospectus in Australia.
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.
Please note that applications for securities in the Company cannot be lodged electronically, either during or after the expiry of the exposure period.
All references to time in the Prospectus refer to the time in Sydney, Australia unless stated otherwise.