Valemus IPO Prospectus
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Valemus Limited ABN 26 143 320 834 PROSPECTUS Global Coordinators and Joint Bookrunners Joint Lead Managers Deutsche Bank Goldman Sachs JBWere Macquarie Capital Advisers Commonwealth Securities RBS offered or sold in the United States, or non-recurring items. Refer to Section 7.2 Application may need to be dealt with to, or for the account or benefit of, a US for a further description of the basis in accordance with section 724 of the Person, except in a transaction exempt of presentation of the Historical Corporations Act. Applications received Offer from, or not subject to, registration under Financial Information and Section 7.9 during the Exposure Period will not be The Offer contained in this the US Securities Act and applicable for a quantitative reconciliation of the processed until after the expiry of that Prospectus is an invitation by US state securities laws. Historical Financial Information to the period. No preference will be conferred Valemus Limited (“Company”) historical statutory financial information on Applications received during the to apply for fully paid ordinary New Zealand investors of the Company. Exposure Period. shares in the Company (“Shares”). The offer to New Zealand investors is a regulated offer made under Australian The Historical Financial Information Obtaining a copy of this Prospectus Lodgement and Listing and New Zealand law. In Australia, this and the Forecast Financial Information A paper copy of the Prospectus is This Prospectus is dated Tuesday, is Chapter 8 of the Corporations Act in this Prospectus should be read in available free of charge to any person 15 June 2010 and a copy was lodged 2001 (Cth) (“Corporations Act”) and conjunction with, and are qualified by in Australia or New Zealand by calling with the Australian Securities and Regulations. In New Zealand, this is reference to, the information contained the Valemus Offer Information Line Investments Commission (“ASIC”) on Part 5 of the Securities Act 1978 and in Section 7. on 1300 084 563 (within Australia) or that date. It is a replacement prospectus the Securities (Mutual Recognition of +61 3 9415 4285 (outside Australia) which replaces the prospectus dated Offerings – Australia) Regulations 2008. All financial amounts contained in this between 8.30am and 5.00pm 8 June 2010 and lodged with ASIC This Offer and the content of the offer Prospectus are expressed in Australian Sydney Time, Monday to Friday. on that date (“Original Prospectus”). document are principally governed by currency unless otherwise stated. The Company has applied to Australian rather than New Zealand Any discrepancies between totals This Prospectus is also available in Australian Securities Exchange, as law. In the main, the Corporations Act and sums and components in tables electronic form at www.valemusoffer. operated by ASX Limited (“ASX”) for and Regulations (Australia) set out contained in this Prospectus are due com.au. This Prospectus is only admission of the Company to the how the Offer must be made. There to rounding. available in electronic form to official list of ASX and quotation of are differences in how securities are persons accessing the website from Disclaimer Australia or New Zealand. It is not its Shares on ASX. Neither ASIC nor regulated under Australian law. For No person is authorised to give ASX takes any responsibility for the example, the disclosure of fees for available in electronic form to persons any information or to make any outside of Australia or New Zealand. content of this Prospectus or for the collective investment schemes is representation in connection with merits of the investment to which different under the Australian regime. Persons who access the electronic the Offer described in this Prospectus version of this Prospectus should this Prospectus relates. The rights, remedies, and compensation which is not contained in this arrangements available to New Zealand ensure that they download and read Expiry date Prospectus. You should rely only the entire Prospectus. investors in Australian securities on information in this Prospectus. No Shares will be issued on the may differ from the rights, remedies basis of this Prospectus after the Except as required by law, and only The Corporations Act prohibits any and compensation arrangements to the extent so required, neither person from passing the Application Expiry Date, being 13 months after for New Zealand securities. Both Tuesday, 8 June 2010. the Company nor any other person Form on to another person unless it is the Australian and New Zealand warrants or guarantees the future attached to, or accompanied by, a hard Note to Applicants securities regulators have enforcement performance of the Company, or copy of this Prospectus or the complete The information in this Prospectus is responsibilities in relation to this Offer. any return on any investment made and unaltered electronic version of not financial product advice and does If you need to make a complaint about pursuant to this Prospectus. this Prospectus. not take into account your investment this Offer, please contact the Securities objectives, financial situation or Commission, Wellington, New Zealand. This Prospectus contains forward Photographs and diagrams particular needs. It is important that The Australian and New Zealand looking statements which are identified Photographs and diagrams in this you read this Prospectus carefully and regulators will work together to settle by words such as ‘may’, ‘could’, Prospectus do not necessarily depict in its entirety before deciding whether your complaint. The taxation treatment ‘believes’, ‘estimates’, ‘expects’, ‘intends’ assets or equipment owned or used to invest in the Company. In particular, of Australian securities is not the same and other similar words that involve risks by the Company. Diagrams used in you should consider the assumptions as for New Zealand securities. If you are and uncertainties. this Prospectus are illustrative only uncertain about whether this investment and may not be drawn to scale. Unless underlying the Forecast Financial The Company has no intention to update is appropriate for you, you should seek otherwise stated, all data contained Information and the risk factors that or revise forward looking statements, the advice of an appropriately qualified in charts, graphs and tables is based could affect the Company’s business, or to publish prospective financial financial condition and results of financial adviser. on information available at the date of information in the future, regardless of this Prospectus. operations. You should carefully consider The Offer may involve a currency whether new information, future events these risks in light of your personal exchange risk. The currency for the or any other factors affect the information Company website circumstances (including financial securities is not New Zealand dollars. contained in this Prospectus, except Any references to documents included and tax issues) and seek professional The value of the securities will go up where required by law. on the Company’s website are provided guidance from your accountant, or down according to changes in the for convenience only, and none of the Any forward looking statements are stockbroker or other professional adviser exchange rate between Australian dollars documents or other information on the subject to various risk factors that before deciding whether to invest in and New Zealand dollars. These changes website is incorporated by reference. could cause the Company’s actual the Company. Key risk factors that may be significant. should be considered by prospective results to differ materially from the Glossary investors are set out in Section 10. If you expect the securities to pay results expressed or anticipated in Defined terms and abbreviations used any amounts in a currency that is these statements. Key risk factors are in this Prospectus have meanings that No offering where offering not New Zealand dollars, you may set out in Section 10. These and other are defined in the Glossary in Section 12. would be illegal incur significant fees in having the factors could cause actual results to Unless otherwise stated or implied, The offer of Shares under this funds credited to a bank account in differ materially from those expressed references to times in this Prospectus Prospectus does not constitute a public New Zealand in New Zealand dollars. in any forward looking statement made are to Sydney Time. offer in any jurisdiction outside Australia by, or on behalf of, the Company. or New Zealand. This Prospectus does If the securities are able to be traded Syndicate structure not constitute an offer or invitation in on a securities market and you wish to This Prospectus, including the The Global Coordinators and any place in which, or to any person to trade the securities through that market, industry overview, uses market data, Joint Bookrunners of the Offer are whom, it would not be lawful to make you will have to make arrangements for industry forecasts and projections. Deutsche Bank, Goldman Sachs such an offer or invitation. No action a participant in that market to sell the Valemus has obtained significant JBWere and Macquarie Capital has been taken to register or qualify securities on your behalf. If the securities portions of this information from market Advisers. The Joint Lead Managers the Shares or the Offer, or to permit market does not operate in New Zealand, research prepared by BIS Shrapnel, are the Global Coordinators