BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, PLEASE CAREFULLY READ THIS INFORMATION.
The replacement prospectus dated 26 November 2019 (Prospectus), amending and replacing the prospectus lodged with Australian Securities and Investments Commission (ASIC) on 13 November 2019 (Original Prospectus) is an important document that should be read in its entirety before deciding whether to participate in the Offer (as referred to below and set out in the Prospectus). If after reading the Prospectus, you have questions about the Offer, you should contact your stockbroker, accountant or other professional adviser.
2. The Offer
The Prospectus contains details of an offer by Founders First Limited ACN 622 810 897 (Founders First or Company) of a minimum of 20 million fully paid ordinary shares and a maximum of 35 million fully paid ordinary shares (New Shares) for A$0.50 per New Share (Offer). No New Shares will be issued or transferred on the basis of the Prospectus after the expiry date, being 13 months after the date of the Original Prospectus. Founders First has applied to the Australian Securities Exchange Limited (ASX) for admission to the official list of ASX and quotation of the Shares on ASX.
3. Important Information
The paper form of this Electronic Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 26 November 2019 (Lodgement Date). A free paper copy of the Prospectus is available from the Company or Bell Potter Securities Ltd ACN 169 436 953 upon request. Neither ASIC nor ASX take any responsibility for the contents of the Prospectus or the merits of the investment to which it relates.
You should ensure that any copy of the Prospectus you view or print is complete. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus including, but not limited to, data corruptions on download. The information on this page is not part of the Prospectus.
The Electronic Prospectus alone accessed on this website does not constitute an offer of shares in the Company. New Shares will only be issued on the basis of an Application Form accompanying the Prospectus. An application for New Shares under the Offer can be made during the Offer period by completing the Application Form attached to or accompanied by a paper form of the Prospectus, and then lodging the Application Form and the Application Amount in accordance with the details set out in the Prospectus.
Subject to the Company's determination of your entitlement to be allotted New Shares, the securities to which the Prospectus relates will only be issued or transferred on receipt of an Application Form (together with payment of the applicable Application Amount) which accompanied the Prospectus. Until the Offer opens, New Shares are not being offered on the basis of the electronic Prospectus displayed.
This Prospectus has been prepared to comply with the requirements of the securities laws of Australia and for use and distribution only in Australia. The distribution of the Prospectus outside of Australia may be restricted by law. This Prospectus does not constitute an offer or invitation in any place outside Australia where, or to any person to whom, it would be unlawful to make such an offer or invitation. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their application and any applicant should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities under the Prospectus. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.
No action has been taken to register or qualify the securities or the offers under the Prospectus or otherwise to permit a public offering of the securities in any jurisdiction outside Australia. The Offer is not being extended to any investor outside Australia, other than where it would be lawful to do so. Persons who come into possession of the Prospectus (including in electronic form) outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Prospectus accessible on this website is available to persons accessing the site from Australia only. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Electronic Prospectus, you acknowledge and confirm, among other things, that you are an Australian resident and are accessing the site from within Australia.
The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States or to US persons. The securities in the offering have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to US persons, except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.
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.
The Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company and some of the key risks are set out in Section 4 of the Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. 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, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company.
5. Exposure Period
The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for New Shares under this Prospectus (Applications) during a period (to be determined by ASIC, but not to exceed 14 days) after the date of lodgement of the Original Prospectus with ASIC (Exposure Period). The purpose of the Exposure Period is to enable this Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Offer. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.
Founders First advises that Chapter 2C of the Corporations Act requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us on .
The information on this website is provided for information 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. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.
By clicking the ‘I AGREE’ button below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:
(a)you are a resident of Australia accessing this website from within Australia;
(b)you are 18 years of age or over;
(c)you are not a resident of the United States nor currently located in the United States;
(d)you are not acting for the account nor benefit of a person in the United States or any other foreign person;
(e)you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (Ineligible Persons); and
(f)you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.
If you have any questions as to how to complete the Application Form, please contact the Founders First Information Line on 1300 069 338 (within Australia) or 03 9415 4155 (outside Australia).