Prospectus 2016 Initial Public Offering
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PROSPECTUS 2016 INITIAL PUBLIC OFFERING Share Offer Lead Manager For the offer of 25,000,000 Shares at $0.20 per Share to raise $5,000,000 (before costs), with provision to accept oversubscriptions of up to a further 10,000,000 Shares to raise up to an additional $2,000,000 (before costs) (Share Offer). Please refer to Section Wentworth Global 2.1 for further details. Capital Finance Pty Ltd Opening and Closing Dates AFS Representative Number The Offers open on Monday, 19 000 418 398 September 2016 and close at 5:00pm Corporate Authorised Representative (WST) on Monday, 10 October 2016. of Wentworth Global Securities Pty Ltd Proposed ASX Code (AFSL No. 422 477) GBR Important Information This Prospectus and any accompanying Application Form contain important information and should be read in their entirety. If you have any questions about the Offers or this Prospectus, you should speak to your professional adviser. The Securities offered by this Prospectus should be considered as a highly speculative investment. Great Boulder Resources Limited ACN 611 695 955 Corporate Directory Important Notice Directors Lead Manager Offers Gregory Clifton Hall Wentworth Global Capital Finance Pty Ltd This Prospectus is for: Non-Executive Chairman 3/66 Hunter Street § Share Offer - an offer of up to 25,000,000 Shares at $0.20 per Share to Stefan Kevin Murphy Sydney, New South Wales 2000 raise $5,000,000 (before costs), with provision to accept oversubscriptions of Managing Director up to a further 10,000,000 Shares to raise up to an additional $2,000,000 Telephone: +61 2 9119 6030 (before costs); and Murray Edward Black Facsimile: +61 2 9119 6038 Non-Executive Director § Lead Manager Offer - an offer of 1,500,000 Lead Manager Options to the AFS Representative Number Lead Manager (or its nominees). Melanie Jane Leighton 000 418 398 Non-Executive Director Corporate Authorised Representative Prospectus of Wentworth Global Securities Pty Ltd This Prospectus is dated 12 September 2016 and was lodged with the ASIC on Company Secretary (AFSL No. 422 477) that date. Neither ASIC nor ASX take any responsibility for the contents of this John Edward Sendziuk Prospectus or the merits of the investment to which this Prospectus relates. Solicitors to the Offers The Company will apply to ASX within 7 days following the Prospectus Date for the Registered and Jackson McDonald Principal Office Shares offered by this Prospectus to be listed for quotation by ASX. The Company Level 17, 225 St Georges Terrace will not apply to ASX for quotation of Options. Level 1, 768 Canning Highway Perth, Western Australia 6000 Applecross, Western Australia 6153 The Company will not issue any Securities on the basis of this Prospectus later Telephone: +61 8 9426 6611 than 13 months after the Prospectus Date. PO Box 1565 Facsimile: +61 8 9321 2002 Applecross, Western Australia 6953 Before applying for Securities under this Prospectus, potential investors should carefully read this Prospectus so that they can make an informed assessment of: Telephone: +61 8 6323 7800 Independent Geologist Facsimile: +61 8 9315 5004 § the rights and liabilities attaching to the Securities (including in the case of Al Maynard & Associates Pty Ltd Options, the underlying Shares); Suite 9/280 Hay Street Share Registry* § in the case of Options, the Company’s capacity to issue or deliver the Subiaco, Western Australia 6008 Security Transfer Australia Pty Ltd underlying Shares; trading as Security Transfer Registrars Telephone: +61 8 9388 1000 § the assets and liabilities of the Company; and Facsimile: +61 8 9388 1768 770 Canning Highway § the Company’s financial position, performance and prospects. Applecross, Western Australia 6153 Investigating Accountant It is important that you read this Prospectus in its entirety and seek professional Telephone: +61 8 9315 2333 RSM Corporate Australia Pty Ltd advice where necessary. The Securities the subject of the Offers should be Facsimile: +61 8 9315 2233 considered highly speculative. 8 St Georges Terrace Auditor* Perth, Western Australia 6000 The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this RSM Australia Partners Telephone: +61 8 9261 9100 Prospectus. Any information or representation not contained in this Prospectus Facsimile: +61 8 9261 9199 8 St Georges Terrace should not be relied on as having been made or authorised by the Company or the Perth, Western Australia 6000 Directors. Proposed ASX Code Telephone: +61 8 9336 1266 GBR Facsimile: +61 8 9430 6744 Exposure Period This Prospectus is subject to an exposure period of 7 days from the date of Website lodgement with ASIC pursuant to the Corporations Act. ASIC may extend this www.greatboulder.com.au period by a further 7 days. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus, and in such circumstances, any Applications received during the Exposure Period may need to be dealt with in accordance with section 724 of the Corporations Act. The Prospectus will be available online at the Company’s website, www.greatboulder.com.au, or in hard copy upon request during the Exposure Period. Applications received during this time will not be processed until after the expiration of the Exposure Period and preference will not be conferred on such Applications. Electronic Prospectus This Prospectus may be viewed in electronic form at www.greatboulder.com.au by Australian investors only. If you receive the electronic form of the Prospectus you should ensure that you download and read the entire Prospectus. A paper copy of the Prospectus may be obtained free of charge on request during an Offer Period by calling the Share Registry. The information on the Company’s website, www.greatboulder.com.au, does not form part of this Prospectus. *Included for information purposes only. This entity has not been involved in the preparation of this i Prospectus. GREAT BOULDER REOURCES GREAT Applications Privacy PROSPECTUS 2016 Applications for Securities may only be made on printed copies of the relevant If you apply for Securities under this Prospectus, you will provide personal information Application Form for those Securities attached to or accompanying the Prospectus. The to the Company and the Share Registry. The Company and the Share Registry will Corporations Act prohibits any person from passing an Application Form to any other collect, hold and use your personal information in order to assess your Application, person unless it is attached to, or accompanied by, a hard copy of the Prospectus or a service your needs as an investor, provide facilities and services that you request and complete and unaltered electronic copy of the Prospectus. carry out appropriate administration. Corporate and taxation laws require the Company to collect some personal information. If you do not provide the information requested, An Application Form included in this Prospectus may only be distributed if it is included your Application may not be able to be processed efficiently, or at all. in, or accompanied by, a complete and unaltered copy of this Prospectus. Each Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. The No prospective financial forecasts Company reserves the right not to accept a completed Application Form if it has reason The Directors have considered the matters outlined in ASIC Regulatory Guide 170. The to believe that the Applicant has not received a Prospectus or if it has reason to believe Company will use the proceeds of the Share Offer for the purposes set out in Sections that the Application Form has been altered or tampered with in any way. 2.1(d) and 2.3. Given the Company is an early stage company which does not have any trading history, reliable forecasts of any possible revenue and expenses cannot be Offer restrictions prepared and accordingly the Directors have not included forecasts in this Prospectus. The Company has not taken any action to register or qualify Shares, Lead Manager Options or the Offers, or otherwise to permit a public offering of Securities, in any Photographs and diagrams jurisdiction outside Australia. Photographs used in this Prospectus which do not have descriptions are for illustration purposes only and should not be interpreted to mean that any person shown endorses The distribution of this Prospectus (including in electronic form) in jurisdictions outside the Prospectus or its content. Diagrams are illustrative only and may not be drawn Australia may be restricted by law and therefore persons outside Australia who obtain to scale. The people and assets depicted in photographs in this Prospectus are not this Prospectus should seek advice on, and observe, any such restrictions. Any failure employees or assets of the Company unless specifically stated. to comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. Meaning of terms Capitalised terms and certain other terms used in this Prospectus are defined in the The Securities have not been, and will not be, registered under the US Securities Act of Glossary in Section 13. 1993 as amended (US Securities Act), and may not be offered, sold or resold: References to “our”, “us” and “we” are references to the Company. § in the United States or to, or for the account or benefit of US Persons (as defined in Rule 902 under the US Securities Act) except in a transaction exempt from the References to “I”, “you” and “your” are references to the Applicant.