Important Disclaimer
This document is intended solely for the information of the particular person to whom it was provided by the LM and should not be relied upon by any other person. Although the LM believes that the information which this document contains is accurate and reliable, the LM have not independently verified information contained in this document which is derived from publicly available sources, and the directors and management of the Company. The LM assumes no responsibility for updating any advice, views, opinions, or recommendations contained in this document or for correcting any error or omission which may become apparent after the document has been issued. The LM does not give any warranty as to the accuracy, reliability or completeness of advice or information which is contained in this document. Except insofar as liability under any statute cannot be excluded, the LM and their directors, employees and consultants do not accept any liability (whether arising in contract, in tort or negligence or otherwise) for any error or omission in this document or for any resulting loss or damage (whether direct, indirect, consequential or otherwise) suffered by the recipient of this document or any other person
This document is being furnished to you solely for your information and may not be reproduced or redistributed to any other person. This is a private communication and is not intended for public circulation or publication or for the use of any third party, without the approval of the LM. This document has not been written for the specific needs of any particular person and it is not possible to take into account each investors’ individual circumstances and that investors should make their adviser aware of their particular needs before acting on any information or recommendation. Investors should refer to ASX releases made by the Company prior to making any investment decisions.
This document may not be released or distributed in the United States or to U.S. wire services, and does not, and is not intended to, constitute an offer or invitation in the United States, or in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. If you are not the intended recipient of this document, please notify the LM immediately and destroy all copies of this document, whether held in electronic or printed form or otherwise. The New Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws in the United States.
No action has been taken to register the securities or otherwise permit a public offering of securities in any jurisdiction. The distribution of this document outside Australia may be restricted by law. Persons who come into possession of this document should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
This document is not an offer, invitation, solicitation, advice or recommendation with respect to the subscription for, purchase or sale of, any security, and neither this document nor anything in it will form the basis of any contract or commitment. Nothing contained in this document constitutes investment, legal, tax or other advice. This document does not purport to contain all of the information that prospective investors may require to evaluate a possible acquisition of the securities and it does not take into account the investment objectives, financial situation or particular needs of any prospective investor. Before making an investment decision, prospective investors should consider, with or without the assistance of a securities adviser, whether an investment in the securities is appropriate in light of their particular investment needs, objectives and financial circumstances. Prospective investors should conduct their own independent review, investigation and analysis of the Company and obtain any professional advice they require to evaluate the merits and risks of an investment in the Company before making any investment decision.
Eligible Participants
This document is being provided to you on the basis that, and by receiving this document you will be deemed to have represented and warranted that, You (or any person for whom you are acquiring New Shares) are not in the United States and if You are in:
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Australia, You (and any such person) are a professional investor or sophisticated investor for the purposes of the Corporations Act 2001 (Cth);
- the European Union, You (and any such person) are a "qualified investor", as defined by Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union;
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Hong Kong, You (any such person) are a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;
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New Zealand, You (and any such person) 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 (and, if an eligible investor, have provided the necessary certification);
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Singapore, You (or any such person), (i) are an "institutional investor" or an “accredited investor” (as such terms are defined in the Securities and Futures Act, Chapter 289 of Singapore ("SFA")); (b) will acquire the Securities in accordance with applicable provisions of the SFA; and (c) acknowledge that the offer of the Securities is subject to the restrictions (including resale restrictions) set out in the SFA;
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Switzerland, You (and any such person) are a “professional client” in the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or you (or any such person) have validly elected to be treated as a “professional client” pursuant to article 5(2) of the FinSA;
- the United Kingdom, You (and any such person) are a (i) "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000; (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; and (iii) if the Securities are being marketed in the United Kingdom in compliance with the National Private Placement Regime (within the meaning of the Alternative Investment Fund Managers Regulation 2013), a "professional investor" (within the meaning of the Alternative Investment Fund Managers Directive, as implemented in the United Kingdom).
This document has been provided to you on the basis that you are an eligible investor as described above. If that is not the case, you must immediately return this document. You will be required to provide usual warranties in relation to the above in any confirmation letter you may receive.
The Master ECM Terms, available from the LM or from https://afma.com.au/standards/standard-documentation, will apply to this Offer.
Disclosure of Interest
The LM and Co-Manager and their respective directors, employees, consultants and associates within the meaning of Chapter 7 of the Corporations Law will receive commissions and/or management fees from transactions involving securities referred to in this document (which its representatives may directly share) and may from time to time hold interests in the securities referred to in this document.
The LM and Co-Manager further advise that they and persons associated with them may have interests in the above securities and that they may earn brokerage, commissions, fees and other benefits and advantages whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation or a dealing by a client in these securities, and which may reasonably be expected to be capable of having an influence in the making of any recommendation, and that some or all of our Proper Authority holders may be remunerated wholly or partly by way of commission.