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Ozforex Group Prospectus

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Ozforex Group Prospectus OzForex Group Prospectus OzForex Group Limited ACN 165 602 273 For personal use only Joint lead managers IMpoRTanT NOTICES The Offer The Historical Financial Information, Pro Forma need to be dealt with in accordance with section This Prospectus is issued by OzForex Group Historical Consolidated Balance Sheet and the 724 of the Corporations Act. Applications received Limited and Cloudbreak Settlement Pty Limited Forecast Financial Information in this Prospectus during the Exposure Period will not be processed (SaleCo) for the purposes of Chapter 6D of the should be read in conjunction with, and are qualified until after the expiry of the Exposure Period. Corporations Act 2001 (Cth) (Corporations Act). by reference to, the information contained in No preference will be given to applications OzForex Group The Offer contained in this Prospectus is an initial Section 4. Section 4 sets out in detail the financial received during the Exposure Period. public offering to acquire fully paid ordinary shares information referred to in this Prospectus and the Prospectus Availability basis of preparation of that information. (Shares) in OzForex Group Limited that will A paper copy of this Prospectus is available free in part be issued by OzForex Group Limited and Forward Looking Statements of charge to any person in Australia by calling the in part sold by SaleCo. Refer to Section 7 of this This Prospectus contains forward looking OzForex Offer Information Line on 1300 610 034 Prospectus for further information. statements which are identified by words such as (within Australia) from 8.30am to 5.00pm Sydney Lodgement and Listing “may”, “could”, “believes”, “estimates”, “expects”, Time, Monday to Friday (Business Days only). Prospectus This Prospectus is dated 23 September 2013 and “intends” and other similar words that involve risks This Prospectus is also available to Australian a copy was lodged with the Australian Securities and uncertainties. In addition, consistent with resident investors in electronic form at the Offer and Investments Commission (ASIC) on that date customary market practice in offerings in Australia, website www.ozforex.com.au/about-us/investors. (Prospectus Date). OzForex Group Limited will Forecast Financial Information has been prepared The Offer constituted by this Prospectus in apply to the ASX Limited (ASX) within seven days and included in this Prospectus in Section 4. Any electronic form is available only to persons after the Prospectus Date for admission of OzForex forward looking statements involve known and downloading or printing it within Australia and Group Limited to the Official List and quotation of unknown risks, uncertainties, assumptions and is not available to persons in any other jurisdiction its Shares on ASX. Neither ASIC nor ASX take any other important factors that could cause actual (including the United States) without the prior responsibility for the contents of this Prospectus events or outcomes to differ materially from the approval of OzForex Group Limited, SaleCo and or the merits of the investment to which this events or outcomes expressed or anticipated in the Joint Lead Managers. Persons who access the Prospectus relates. As set out in Section 7.2 these statements, many of which are beyond the electronic version of this Prospectus must ensure it is expected that the Shares will be quoted on control of OzForex Group Limited, SaleCo and the that they download and read the entire Prospectus. the ASX initially on a conditional and deferred OzForex Group. The Forecast Financial Information Applications and the forward looking statements should be read settlement basis. OzForex Group Limited, SaleCo, Applications may be made only during the Offer in conjunction with, and qualified by reference to, the Share Registry, and the Joint Lead Managers Period on the appropriate Application Form the risk factors as set out in Section 5, the general disclaim all liability, whether in negligence or attached to, or accompanying, this Prospectus and specific assumptions set out in Section 4, the otherwise, to persons who trade Shares before in its paper copy form, or in its electronic form sensitivity analysis set out in Section 4 and other receiving their holding statements. which must be downloaded in its entirety from information contained in this Prospectus. Expiry Date www.ozforex.com.au/about-us/investors. By The Directors and the SaleCo Director cannot making an application, you represent and warrant This Prospectus expires on the date which is and do not give any assurance that the results, 13 months after the Prospectus Date (Expiry Date) that you were given access to the Prospectus, performance or achievements expressed or implied together with an Application Form. The and no Shares will be issued or transferred on the by the forward looking statements contained in basis of this Prospectus after the Expiry Date. Corporations Act prohibits any person from this Prospectus will actually occur and investors passing on to another person the Application Form Not Investment Advice are cautioned not to place undue reliance on unless it is attached to, or accompanied by, the The information in this Prospectus is not financial such forward looking statements. OzForex Group complete and unaltered version of this Prospectus. product advice and does not take into account your Limited has no intention to update or revise forward investment objectives, financial situation or particular looking statements, or to publish prospective No cooling-off rights needs. It is important that you read this Prospectus Financial Information in the future, regardless Cooling-off rights do not apply to an investment in carefully and in its entirety before deciding whether of whether new information, future events or any Shares issued under the Prospectus. This means to invest in OzForex Group Limited. other factors affect the information contained in that, in most circumstances, you cannot withdraw In particular, you should consider the assumptions this Prospectus, except where required by law. your application once it has been accepted. underlying the Forecast Financial Information and This Prospectus, including the industry overview Defined terms and abbreviations the risk factors that could affect the performance in Section 2, uses market data and third party Some words and expressions used in this of OzForex Group Limited and the OzForex Group. estimates and projections. There is no assurance Prospectus have defined meanings, which are You should carefully consider these risks in light of that any of the third party estimates or projections explained in the Glossary. Unless otherwise stated your personal circumstances (including financial contained in this information will be achieved. or implied, a reference to time in this Prospectus is and tax issues) and seek professional guidance OzForex Group Limited and SaleCo have not to Sydney Time. Unless otherwise stated or implied, from your stockbroker, solicitor, accountant or independently verified this information. Estimates references to dates or years are calendar year other independent professional adviser before involve risks and uncertainties and are subject to references. All financial amounts contained in this deciding whether to invest in OzForex Group change based on various factors, including those Prospectus are expressed in Australian Dollars Limited. Some of the key risk factors that should discussed in the risk factors set out in Section 5. unless otherwise stated. Any discrepancies between be considered by prospective investors are set Foreign Jurisdictions totals and the sum of components in tables out in Section 5. There may be risk factors in This Prospectus does not constitute an offer or contained in this Prospectus are due to rounding. addition to these that should be considered invitation to apply for Shares in any place in which, in light of your personal circumstances. Privacy or to any person to whom, it would be unlawful to By completing an Application Form, you are Except as required by law, and only to the extent make such offer or invitation. No action has been required, no person named in this Prospectus, providing personal information to OzForex Group taken to register or qualify the Shares or the Offer, Limited and the Share Registry, which is contracted nor any other person, warrants or guarantees or to otherwise permit a public offering of the the performance of OzForex Group Limited or the by OzForex Group Limited to manage applications. Shares, in any jurisdiction outside Australia. For information on how this information may be repayment of capital or any return on investment The distribution of this Prospectus outside made pursuant to this Prospectus. This Prospectus used, your rights to request access to it and the Australia may be restricted by law and persons who Group’s privacy practices, refer to Section 9.6. includes information regarding past performance come into possession of this Prospectus outside of the OzForex Group. Investors should be aware Australia should seek advice on and observe any Website that past performance is not indicative of such restrictions. Any failure to comply with such The OzForex Group maintains a website at future performance. restrictions may constitute a violation of applicable www.ozforex.com.au. Information contained in No person is authorised to give any information securities laws. For details of selling restrictions or otherwise accessible through this or a related or to make any representation in connection with that apply to the Shares in certain jurisdictions website is not a part of this Prospectus. the Offer described in this Prospectus which is outside of Australia, please refer to Section 7.10. Offer management not contained in this Prospectus. Any information This Prospectus may not be distributed to, or relied The Offer is being arranged, managed and not so contained may not be relied upon as having upon by, persons in the United States unless it been authorised by OzForex Group Limited, SaleCo, underwritten by Goldman Sachs Australia Pty Ltd forms part of the US Offering Memorandum as part and Macquarie Capital (Australia) Limited.
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