• Abstract and Figures
• Public Full-text

BPS Technology Limited ACN: 167 603 992 Replacement Prospectus For personal use only Lead Manager: For personal use only Contents Key Offer Information 6 Chairman's Letter 8 1. Investment Overview 10 2. Industry Overview 20 3. About BPS 28 4. Financial Information 42 5. Board, Management and Corporate Governance 56 6. Investment Risks 66 7. About the Offer and how to apply 70 8. Investigating Accountant’s Report 76 9. Additional Information 82 10. Glossary 104 Corporate Directory 108 For personal use only Important Notice LODGEMENT AND LISTING This Prospectus contains forward looking (Mutual Recognition of Securities Offerings - This Prospectus is dated 5 August 2014 statements, which are identified by words Australia) Regulations 2008. and a copy was lodged with ASIC on that such as “may”, “could”, “believes”, “estimates”, This Offer and the content of this Prospectus date. It is a replacement prospectus which “expects”, “intends” and other similar are principally governed by Australian replaces the Prospectus dated 25 July 2014 words that involve risks and uncertainties. rather than New Zealand law. In the main, and lodged with ASIC on that date. ("Original In addition, financial forecasts have been the Corporations Act and its Regulations Prospectus") prepared and included in this Prospectus in (Australia) set out how the Offer must be Section 4. The Prospectus expires on 24 August 2015, made. 13 months after the date of this Prospectus Other than as set out in this Prospectus, There are differences in how securities (Expiry Date). No Shares will be issued on the and as otherwise required by law or the are regulated under Australian law. For basis of this Prospectus after the Expiry Date. Listing Rules, the Company has no intention example, the disclosure of fees for collective to update forward looking statements, or BPS Technology Limited (BPS Technology investment schemes is different under the to publish prospective financial information Australian regime. or Company) has applied to the ASX within in the future, regardless of whether new seven days of the date of this Prospectus for information, future events or any other The rights, remedies and compensation admission to the official list of ASX and for factors affect the information contained in arrangements available to New Zealand official quotation on ASX of the Shares issued this Prospectus. investors in Australian securities may differ under the Offer and all other Shares on issue from the rights, remedies and compensation as at the date of this Prospectus. arrangements for New Zealand securities. INVESTMENT RISKS AND FINANCIAL Neither ASIC nor ASX take any responsibility Both the Australian and New Zealand INFORMATION PRESENTATION for the contents of this Prospectus or the securities regulators have enforcement merits of the investment to which this This Prospectus does not take into account responsibilities in relation to the Offer. If Prospectus relates. your investment objectives, financial situation you need to make a complaint about this or particular needs. Before deciding to invest Offer, please contact the Financial Markets in the Company, it is important that you NOTE TO APPLICANTS Authority, Wellington, New Zealand. The read the entire Prospectus and consider Australian and New Zealand regulators will This Prospectus does not provide investment both the risk factors that could affect the work together to settle your complaint. advice. You should seek your own financial financial performance of the Company and advice. The Offer contained in this the assumptions underlying the Forecast The taxation treatment of Australian Prospectus does not take into account your Financial Information. securities is not the same as for New Zealand investment objectives, financial situation securities. If you are not certain whether this or particular needs. It is important that you investment is appropriate for you, you should read this Prospectus carefully and in full NO OVERSEAS REGISTRATION seek the advice of an appropriately qualified before deciding to invest in the Company. This Prospectus does not constitute an offer financial adviser. In particular, in considering the prospects or invitation in any place in which, or to any This Offer may involve a currency exchange of the Company, you should consider the person to whom, it would not be lawful to risk. The currency for the Securities is not risk factors that could affect the financial make such an offer or invitation. No action New Zealand dollars. The value of the performance of BPS in light of your personal has been taken to register or qualify the Securities will go up or down according to circumstances (including financial and Shares or the Offer, or to otherwise permit a the changes in the exchange rate between taxation issues) and seek professional advice public offering of Shares, in any jurisdiction that currency and New Zealand dollars. These from your accountant, stockbroker, lawyer or outside Australia and New Zealand. The changes may be significant. If you expect the other professional adviser before deciding to distribution of this Prospectus (including Securities to pay any amounts in a currency invest. in electronic form) outside Australia and that is not New Zealand dollars, you may New Zealand may be restricted by law Section 6 outlines some significant risk incur significant fees in having the funds and persons who come into possession of factors that may impact on the prospects credited to a bank account in New Zealand in this Prospectus outside Australia and New of the Company. Further, any number of New Zealand dollars. Zealand should seek advice and observe any known and unknown risks, uncertainties and such restrictions. Any failure to comply with If the Securities are able to be traded on a other factors could have material adverse such restrictions may constitute a violation of securities market and you wish to trade the effects on the actual results, performance the applicable securities laws. Securities through that market, you will have or achievements of the Company. Section to make arrangements for a participant in that 4 details the assumptions underlying the This Prospectus may not be distributed market to sell the Securities on your behalf. Forecast Financial Information. to or relied upon by persons in the United If the securities market does not operate in States or who are US persons (as described New Zealand, the way in which the market in Regulation S under the US Securities Act DISCLAIMER operates, the regulation of participants in 1933) unless accompanied by an institutional that market, and the information available No person named in this Prospectus, nor any offering memorandum as part of the to you about the Securities and trading may other person, guarantees the performance institutional Offer. differ from securities markets that operate in of BPS, the repayment of capital or the New Zealand. payment of a return on the Shares. No person is authorised to give any information or make NO OVERSEAS REGISTRATION anyFor personal use only representation in connection with the The Offer to New Zealand Investors is a ELECTRONIC PROSPECTUS Offer which is not contained in this Prospectus. regulated offer made under Australian An electronic version of this Prospectus Any information or representation not and New Zealand law. In Australia, this is appears at the following website: www. contained in this Prospectus may not be Chapter 8 of the Corporations Act and its bpstechnology.com. The Offer constituted by relied on as having been authorised by BPS Regulations. In New Zealand, this is Part 5 this Prospectus in electronic form is available or the Directors. of the Securities Act 1978 and the Securities only to persons receiving this Prospectus 4 in electronic form within Australia or New PRIVACY Link Market Services Limited Zealand. Persons having received a copy of By filling out an Application Form to apply Level 15 this Prospectus in its electronic form may, for Shares, you are providing personal 324 Queen Street during the period the Offer is open, obtain a information to BPS through its service Brisbane QLD 4000 paper copy of this Prospectus (free of charge provider, the Share Registry. BPS, and the Phone: 1300 554 474 within Australia) by contacting either the Share Registry on its behalf, collect, hold If any of your information is not Share Registry or the Lead Manager whose and use that personal information in order correct or has changed, you may details are both contained in the Corporate to process your Application, service your require it to be corrected. Directory. Applications for Shares may only needs as a Shareholder, provide facilities be made on the Application Form attached and services that you request and carry out to or accompanying this Prospectus. The appropriate administration. Corporations Act prohibits any person from passing on to another person the Application If you do not provide the information Form unless it is attached to or accompanies requested in the Application Form, BPS and a hard copy of the Prospectus or a complete the Share Registry may not be able to process and unaltered electronic copy of this or accept your Application. Your personal Prospectus. information may also be used from time to time to inform you about other products and services offered by BPS which it considers EXPOSURE PERIOD may be of interest to you. The Corporations Act prohibits BPS from processing Applications in the seven day Your personal information may also be period after the date of lodgement of the provided to agents and service providers of Original Prospectus (Exposure Period). This BPS on the basis that they deal with such period may be extended by ASIC by up to information in accordance with the privacy a further seven days. The purpose of the policy of BPS. Agents and service providers CONTACTS Exposure Period is to enable the Original of BPS may be located outside Australia If you require assistance to Prospectus to be examined by market where your personal information may not participants prior to the raising of funds.

Load more

  110

Copy Link