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Challenger Acquisitions Limited

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Challenger Acquisitions Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (“FSMA”). This Document comprises a prospectus relating to Challenger Acquisitions Limited (the “Company” or “CAL”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The listing of the Ordinary Shares on the Official List was suspended on 26 May 2015 following the announcement by the Company of the investment (the “Investment”) and the proposed acquisition (the “Acquisition”) (as defined herein) which individually and collectively constituted a Reverse Takeover. It is expected that, in accordance with the listing rules published by the UKLA under section 73A of FSMA as amended from time to time (the “Listing Rules”), the UK Listing Authority will cancel the existing listing in the Ordinary Shares immediately before 8.00 a.m. on 8 December 2015. Applications have been made to the UK Listing Authority for all of the issued ordinary shares in the Company (the “Issued Share Capital”), to be admitted to the Official List of the UK Listing Authority (the “Official List”) (by way of a standard listing under Chapter 14 of the Listing Rules) and to the London Stock Exchange plc (the “London Stock Exchange”) to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that admission of the Issued Share Capital will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. on 8 December 2015. Applications for the 1,100,000 Ordinary Shares constituting the second tranche of the ordinary shares to be issued on or around 15 July 2016 (the “Second Tranche of Consideration Shares”) to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made in due course. It is expected that admission of the Second Tranche of Consideration Shares will become effective, and that unconditional dealings in such Ordinary Shares will commence, at 8.00 a.m. on or around 15 July 2016. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES AS SET OUT IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 16 OF THIS DOCUMENT. The Directors, whose names appear on page 35 and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import. _________________________________________________________________________________ Challenger Acquisitions Limited (Incorporated in Guernsey with Registered No. 59383) Investment in the New York Wheel Project, Acquisition of the Starneth Group and Admission of the Issued Share Capital and the admission of the Second Tranche of Consideration Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange’s main market for listed securities Financial Adviser Issued ordinary share capital immediately following Admission Number Amount Ordinary Shares of £0.01 13,325,681 £133,256.81 _________________________________________________________________________________ Beaumont Cornish Limited (“Beaumont Cornish”), which is authorised and regulated by the Financial Conduct Authority in the conduct of investment business, is acting exclusively for Challenger Acquisitions Limited and for no-one else in connection with the Acquisition and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the contents of this Document or any matter referred to in it. Beaumont Cornish is not making any representation, express or implied, as to the contents of this Document, for which CAL and the Directors are solely responsible. Without limiting the statutory rights of any person to whom this Document is issued, no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this Document or for any omission of information, for which CAL and the Directors are solely responsible. The information contained in this Document has been prepared solely for the purpose of the Admission and is not intended to be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. The Issued Share Capital and the Second Tranche of Consideration Shares when issued will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other Ordinary Shares in issue on admission. This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States. The distribution of this Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possessions this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Ordinary Shares have been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States. Application has been made for the Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules. It should be noted that the UK Listing Authority will not have authority to (and will not) monitor the Company’s compliance with any of the Listing Rules and/or any provision of the Model Code which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply. This Document is dated 2 December 2015. 2 CONTENTS Page SUMMARY……………………………………………………………………………............. 4 RISK FACTORS.............................................................................................................. 16 CONSEQUENCES OF A STANDARD LISTING............................................................. 28 IMPORTANT INFORMATION......................................................................................... 29 EXPECTED TIMETABLE OF PRINCIPAL EVENTS....................................................... 34 STATISTICS...................................................................................................................
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