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Replacement Prospectus TW Holdings Limited ACN 008 095 207 (to be re-named AusCann Group Holdings Limited) REPLACEMENT PROSPECTUS For an offer of up to 25 million Shares at an issue price of $0.20 per Share to raise a minimum of $3,000,000 and a maximum of $5,000,000 (Public Offer). This Prospectus also contains the following offers: (a) up to 47,885,925 Shares and 9,214,392 Performance Shares to AusCann Shareholders; (b) 14,521,228 Shares and 2,794,231 Performance Rights to the Advisors; (c) 150,000 Options to the Directors; and (d) 7,677,639 Options to Canopy, (together, the Offers). Refer to Section 3.2 of this Prospectus for more information about each of the offers. The Offers are conditional on the Bid Conditions outlined in Section 8.2 being satisfied. In the event that the Bid Conditions are not satisfied, the Company will not proceed with the Offers and the Company will repay all application monies received. This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. Lead Manager CPS Capital Group Pty Ltd Level 45, 108 St Georges Terrace, Perth WA 6000 IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative. CORPORATE DIRECTORY Directors Solicitors to AusCann David Wheeler (Non-Executive Chairman) Allion Partners Nicholas Calder (Non-Executive Director) 863 Hay Street Simon Taylor (Non-Executive Director) Perth WA 6000 Proposed Directors Registered Office Malcolm Washer (Chairman) Level 3, 18 Richardson Street Elaine Darby (Managing Director) West Perth WA 6005 Harry Karelis (Executive Director) Telephone: 1300 133 921 Cheryl Edwardes (Non-executive Director) Facsimile: +61 8 6160 5901 Bruce McHarrie (Non-executive Director) Bruce Linton (Non-executive Director) Email: [email protected] Website: www.twholdings.com.au Company Secretary Share Registry Susan Hunter Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street Lead Manager Adelaide SA 5000 CPS Capital Group Pty Ltd Telephone: +61 1300 787 272 Level 45, 108 St Georges Terrace Facsimile: +61 03 9473 2408 Perth WA 6000 Investigating Accountant Solicitors to the Company PKF Mack Blackwall Legal LLP Level 4, 35-37 Havelock Street Level 6, 105 St Georges Terrace West Perth WA 6005 Perth WA 6000 Current ASX code Auditors to the Company TWH BDO Audit (WA) Pty Ltd 38 Station St Proposed ASX code Subiaco WA 6008 AC8 INDICATIVE TIMETABLE Date Original Prospectus lodged with ASIC and ASX Friday, 21 October 2016 Bidder’s Statement lodged with ASIC Monday, 31 October 2016 General Meeting (suspension of the Company’s securities from trading on the ASX) Monday, 31 October 2016 Record date of Consolidation Friday, 4 November 2016 Takeover Bid opens Monday, 7 November 2016 Target’s Statement lodged with ASIC Tuesday, 8 November 2016 Public Offer opens Tuesday, 22 November 2016 Takeover Bid closes Wednesday, 7 December 2016 Closing Date Thursday, 22 December 2016 Settlement Date (securities issued to the AusCann Shareholders) Wednesday, 4 January 2016 Securities issued under Prospectus Wednesday, 4 January 2016 Despatch of holding statements Friday, 6 January 2016 Expected Re-quotation Date Wednesday, 11 January 2016 * The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Public Offer early without notice. TW HOLDINGS LIMITED REPLACEMENT PROSPECTUS 1 IMPORTANT NOTICE This Prospectus is dated 21 November 2016 and was lodged with ASIC on that date. It replaces the Company’s prospectus lodged with ASIC on 21 October 2016 (Original Prospectus). For the purposes of this document, this Replacement Prospectus will be referred to as “this Replacement Prospectus” or “this Prospectus”. This Replacement Prospectus has been issued to, amongst other things: • address ASIC’s concerns about disclosure in the Original Prospectus in respect of: • narcotic drugs regulation and licensing • the historical financial statements and cash flow statements • the proposed clinical trials • the use of photographs • the use of funds • AusCann’s operations • material contracts • antecedents of the incoming directors • the Takeover Bid • the content of the Chairman’s letter • information about the medicinal cannabis industry • the extent to which the Original Prospectus was clear, concise and effective • AusCann’s consent to be named in the Prospectus • provide disclosure about AusCann’s binding heads of agreement with Chilean cannabis producer Fundación Daya dated 10 November 2016 • update the Prospectus to record that Shareholders have approved the Essential Resolutions at the General Meeting held on 31 October 2016 • “refreshing” the period for admission to quotation of Shares offered under the Original Prospectus so that the period will expire on the date which is 3 months after the date of this Replacement Prospectus under section 724 of the Corporations Act ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities may be issued on the basis of this Prospectus later than 13 months after the date of the Original Prospectus. Application was made to ASX within seven days after the date of the Original Prospectus for Official Quotation of the Shares the subject of the Offers. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. Refresh document ASIC has varied the Corporations Act to allow companies to “refresh” the timing of the dates by which the minimum subscription amount must be raised (Minimum Subscription Condition) and securities must be quoted on ASX (Quotation Condition) under ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70 (LI 2016/70), so that the respective 4 and 3 month periods re-commence from the date that a “refresh document” is lodged with ASIC, provided that the refresh document meets certain conditions (Refresh Conditions). 2 TW HOLDINGS LIMITED REPLACEMENT PROSPECTUS IMPORTANT NOTICE This Replacement Prospectus addresses the relevant Refresh Conditions and it is the Company’s intention that this will effectively “refresh” the 3-month period relating to the Quotation Condition and the 4-month period relating to the Minimum Subscription Condition, such that the respective time periods will re-commence from the date this Replacement Prospectus is lodged with ASIC. Set out below are the specific disclosures required in a “refresh document” by LI 2016/70. Withdrawal rights Any applicant who, prior to the date of this Replacement Prospectus, has lodged an application for Shares offered under the Public Offer (Application) will be issued a copy of this Replacement Prospectus and has the right to withdraw their Application and be repaid their subscription moneys without interest, provided that their request to withdraw their Application is received by the Company within 1 calendar month after the date of this Replacement Prospectus (Withdrawal Period) (i.e. on or before 18 December 2016). A request to withdraw an Application should be in writing, signed by the applicant and sent to: Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001 If you do not wish to withdraw your Application, you do not need to take any action. The Offers will remain open at least until the end of the Withdrawal Period (i.e. until 18 December 2016). Applications received The Company advises that 40 Applications have been received as at the date of this Replacement Prospectus, for a total of 2,250,000 Shares with a total value of $450,000 banked as cleared funds. However, no Applications have been processed and no Shares have been issued under the Original Prospectus. Minimum Subscription Condition At the date of this Replacement Prospectus, the minimum subscription amount of $3,000,000 or 15,000,000 Shares under the Public Offer detailed in the Original Prospectus has not been achieved. The minimum subscription amount specified in the Original Prospectus remains unchanged at the date of this Replacement Prospectus. Upon lodgement of this Replacement Prospectus, and subject only to the lodgement of any future refresh document, the Minimum Subscription Condition must be satisfied by no later than 18 March 2017 (being 4 months after the date of this Replacement Prospectus). Quotation Condition The Company submitted its listing application to the ASX within 7 days from the date of the Original Prospectus. As at the date of this Replacement Prospectus: • the Shares to be issued under the Public Offer have not yet been admitted to quotation on the ASX; • ASX has not indicated that the Shares will not be admitted to quotation or will be admitted subject to certain conditions being satisfied. Upon the lodgement of this Replacement Prospectus and, subject only to the lodgement of any future
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