Initial Public Offering (“IPO”) of Ordinary Shares in Mcaleese
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McAleese Group Prospectus For personal use only Prospectus JOINT LEAD MANAGERS McAleese Limited ACN 156 354 068 Important Notices Offer and unknown risks, including the risks set out in The Shares have not been, and will not be, The Offer contained in this Prospectus is an Section 5, many of which are beyond the control registered under the US Securities Act or the invitation to acquire fully paid ordinary shares in of McAleese Group and the Directors. McAleese securities laws of any state or other jurisdiction in McAleese Limited (ACN 156 354 068) (“McAleese Group and the Directors cannot and do not give the United States and may not be offered or sold, Group”) (“Shares”). any assurance that the results, performance or directly or indirectly, in the United States unless the achievements expressed or implied by the forward Shares are registered under the US Securities Act, Lodgement and Listing looking statements contained in this Prospectus or an exemption from the registration requirements This Prospectus is dated 12 November 2013 and will actually occur and investors are cautioned of the US Securities Act and any other applicable was lodged with the Australian Securities and not to place undue reliance on these forward securities laws is available. Investment Commission (“ASIC”) on that date. looking statements. Except where required by law, See Section 7.7 for more detail on selling Neither ASIC nor the Australian Securities Exchange McAleese Group has no intention of updating or (“ASX”) takes any responsibility for the contents restrictions that apply to the offer and sale revising forward looking statements, or publishing of Shares in jurisdictions outside of Australia. of this Prospectus or the merits of the investment prospective financial information in the future, to which this Prospectus relates. McAleese Group regardless of whether new information, future Privacy will apply within seven days after the date of this events or any other factors affect the information By filling out the Application Form to apply for Prospectus to ASX for listing of McAleese Group contained in this Prospectus. Shares you are providing personal information and quotation of the Shares on ASX. to McAleese Group through its service provider, No securities will be issued on the basis of this Statements of past performance Link Market Services Limited (“Share Registry”), This Prospectus includes information regarding Prospectus later than 13 months after the date of which is contracted by McAleese Group to manage the past performance of McAleese Group. this Prospectus. Applications. McAleese Group, and the Share Investors should be aware that past performance Registry on its behalf, may collect, hold and use Note to Applicants should not be relied upon as being indicative of that personal information in order to process your The information contained in this Prospectus is future performance. Application, service your needs as a Shareholder, not financial product advice and does not take into provide facilities and services that you request and account the investment objectives, financial situation Financial year periods All references to FY2011, FY2012, FY2013 and administer McAleese Group. or particular needs of any prospective investor. FY2014 appearing in this Prospectus are to the If you do not provide the information requested It is important that you read this Prospectus historical financial years ended 30 June 2011, in the Application Form, McAleese Group and carefully and in full before deciding whether to invest 30 June 2012 or 30 June 2013 and the forecast the Share Registry may not be able to process in McAleese Group. In particular, in considering the financial year ending 30 June 2014, respectively, or accept your Application. prospects of McAleese Group, you should consider unless otherwise indicated. the risks that could affect the financial performance Your personal information may also be used from of McAleese Group. You should carefully consider Financial Information time to time to inform you about other products these risks in light of your investment objectives, Section 4 sets out the Financial Information referred and services offered by McAleese Group, which financial situation and particular needs (including to in this Prospectus. The basis of preparation of it considers may be of interest to you. the Financial Information is also set out in Section 4. financial and taxation issues) and seek professional Your personal information may also be provided to The Historical Financial Information and the advice from your accountant, financial adviser, McAleese Group’s members, agents and service Forecast Financial Information in this Prospectus stockbroker, lawyer or other professional adviser providers on the basis that they deal with such should be read in conjunction with, and are before deciding whether to invest in McAleese information in accordance with McAleese Group’s qualified by reference to, the information contained Group. Some of the risks that should be considered privacy policy and applicable laws. The members, in Sections 2, 3 and 5. by prospective investors are set out in Section 5. agents and service providers of McAleese Group There may be risks in addition to the risks set out in Obtaining a copy of this Prospectus may be located outside Australia where your Section 5 that should be considered in light of your A hard copy of this Prospectus is available free of personal information may not receive the same level personal circumstances. charge to any Broker Firm Applicant in Australia of protection as that afforded under Australian law. No person named in this Prospectus, nor any other by calling 1300 733 154 (within Australia) or The types of agents and service providers that may person, guarantees the performance of McAleese +61 2 8767 1018 (outside Australia) from 8.30am be provided with your personal information and the Group, the repayment of capital by McAleese to 5.30pm (Melbourne time) during the Broker Firm circumstances in which your personal information Group or the payment of a return on the Shares. Offer period from Wednesday, 20 November 2013 may be shared are: to Wednesday, 27 November 2013. The Prospectus No person is authorised to give any information or – the Share Registry for ongoing administration is available on McAleese Group’s website of the Shareholder register; make any representation in connection with the (www.mcaleese.com.au). Offer which is not contained in this Prospectus. – printers and other companies for the purpose Any information or representation not so contained No cooling off rights of preparation and distribution of statements may not be relied on as having been authorised Cooling off rights do not apply to an investment in and for handling mail; by McAleese Group, the Directors, SaleCo or the Shares issued under this Prospectus. This means – market research companies for the purpose of directors of SaleCo. that, in most circumstances, you cannot withdraw analysing the Shareholder base and for product your Application. As set out in Section 7.10.3, it is expected that development and planning; and the Shares will be quoted on ASX initially on Photographs and diagrams – legal and accounting firms, auditors, a conditional and deferred settlement basis. Photographs and diagrams used in this Prospectus contractors, consultants and other advisers for McAleese Group disclaims all liability, whether in that do not have descriptions are for illustration only the purpose of administering, and advising on, negligence or otherwise, to persons who trade and should not be interpreted to mean that any the Shares and for associated actions. Shares before receiving their holding statements. person shown in them endorses this Prospectus or You may request access to your personal Exposure Period its contents or that the assets shown in them are information held by or on behalf of McAleese The Corporations Act prohibits McAleese Group owned by McAleese Group. Diagrams and maps Group. You may be required to pay a reasonable from processing applications to subscribe for used in this Prospectus are illustrative only and may charge to the Share Registry in order to access not be drawn to scale. Shares under this Prospectus (“Applications”) in your personal information. You can request access the seven day period after the date of lodgement Defined terms and abbreviations to your personal information by writing to or of this Prospectus (“Exposure Period”). The Defined terms and abbreviations used in this telephoning the Share Registry as follows. Exposure Period may be extended by ASIC by Prospectus have the meanings defined in the Telephone: 1300 554 474 up to a further seven days. The Exposure Period Glossary set out in Appendix B. Unless otherwise Address: Locked Bag A14, is to enable this Prospectus to be examined by stated or implied, references to times in this Sydney South, market participants prior to the raising of funds. Prospectus are to Melbourne time. All financial NSW 1235 The examination may result in the identification amounts contained in this Prospectus are of deficiencies in this Prospectus, in which case expressed in Australian dollars unless otherwise Report on Financial Information and any Application may need to be dealt with in stated. There may be discrepancies between totals Financial Services Guide accordance with section 724 of the Corporations and sums of components in tables contained in this The provider of the Investigating Accountant’s Act. Applications received during the Exposure Prospectus due to rounding. Report is required to provide Australian retail clients with a financial services guide in relation to the Period will not be processed until after the expiry Selling restrictions of that period. No preference will be conferred on review under the Corporations Act. This Prospectus does not constitute an offer or Applications received during the Exposure Period. invitation in any place in which, or to any person The financial services guide is provided in Forward looking statements to whom, it would not be lawful to make such an Section 8.