An e-commerce leader prospectusBooktopia Group Limited Initial Public Offer of approximately 18.8 million ordinary Shares in Booktopia Group Limited (ACN 612 421 388) to raise approximately $43.1 million Financial Advisers Joint Lead Managers and Underwriters Legal Adviser IMPORTANT NOTICES IMPORTANT NOTICES in this Prospectus, in which case any application may need to be Offer dealt with in accordance with section 724 of the Corporations Act. The Offer contained in this Prospectus is an invitation for you to apply Applications received during the Exposure Period will not be processed for fully paid ordinary shares ( ) in Booktopia Group Limited Shares until after the expiry of the Exposure Period. No preference will be (ACN 612 421 388) (the Company). This Prospectus is issued by the conferred on any applications received during the Exposure Period. Company and Booktopia SaleCo Limited (ACN 612 413 395) under the Corporations Act 2001 (Cth) (Corporations Act). During the Exposure Period, this Prospectus will be made available to Australian residents, without the Application Form, at the Company’s Lodgement and listing Offer website, http://events.miraqle.com/booktopia-ipo/. This Prospectus is dated 2 November 2020 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. No cooling-off rights Cooling-off rights do not apply to an investment in Shares issued under The Company will apply to the Australian Securities Exchange (ASX) this Prospectus. This means that, in most circumstances, you cannot within seven days after the date of this Prospectus (Prospectus Date) withdraw your Application once it has been accepted. for admission to the Official List and quotation of the Shares on the ASX. Neither ASIC nor the ASX takes any responsibility for the content of this Prospectus or for the merits of the investment to which this Obtaining a copy of this Prospectus This Prospectus is available in electronic form to Prospectus relates. Australian residents on the Company’s Offer website, http://events.miraqle.com/booktopia-ipo/. The Offer constituted by this Expiry date Prospectus in electronic form is available only to Australian residents No Shares will be issued or transferred on the basis of this Prospectus accessing the website within Australia and certain eligible investors in after the expiry date, being the date 13 months after 2 November 2020. other jurisdictions as specifically set out in this Prospectus. Hard copy and electronic versions of this Prospectus are not available to persons in Note to applicants other jurisdictions, including the United States. The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, Persons who access the electronic version of this Prospectus should financial situation or particular needs (including financial and tax issues) ensure that they download and read the entire Prospectus. Persons of any prospective investor. who have received a copy of this Prospectus in its electronic form may, during the Offer Period, obtain a hard copy of the Prospectus by calling It is important that you read this Prospectus carefully and in its entirety the Booktopia Group Offer Information Line on 1800 500 095 (toll free before deciding whether to invest in the Company. In particular, in within Australia) or +61 1800 500 095 (outside Australia) between considering the prospects of the Company, you should consider the risk 8:30am and 5:30pm (AEDT), Monday to Friday. factors that could affect the performance of the Company. You should carefully consider these risks in light of your investment objectives, Applications for Shares may only be made on the Application financial situation and particular needs (including financial and tax Form attached to, or accompanying, this Prospectus in its issues) and seek professional guidance from your stockbroker, solicitor, hard copy form, or in its soft copy form available online at accountant, financial adviser or other independent professional adviser http://events.miraqle.com/booktopia-ipo/, together with an electronic before deciding whether to invest in the Shares. Some of the key risk copy of this Prospectus. By making an application, you declare that you factors that should be considered by prospective investors are set out in were given access to the Prospectus, together with an Application Form. Section 5. There may be risk factors in addition to these that should be The Corporations Act prohibits any person from passing the Application considered in light of your personal circumstances. Form on to another person unless it is attached to, or accompanied You should also consider the best estimate assumptions underpinning by, this Prospectus in its paper copy form or the complete and the Forecast Financial Information set out in Section 4 and the risk unaltered electronic version of this Prospectus. Refer to Section 7 factors that could affect the Company’s business, financial condition and for further information. results of operations and the value of your investment in it. No person named in this Prospectus, nor any other person, guarantees Financial information presentation and amounts Section 4 sets out in detail the Financial Information referred to in this the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares. Prospectus. The basis of preparation of the Financial Information is set out in Section 4. No person is authorised to give any information or make any representation in connection with the Offer which is not contained in All references to FY2018, FY2019, FY2020 and FY2021 appearing in this Prospectus. Any information or representation not so contained this Prospectus are to the financial years ended or ending 30 June may not be relied on as having been authorised by Booktopia Group’s (as relevant), unless otherwise indicated. The Financial Information has directors or any other person in connection with the Offer. You should been prepared in accordance with the recognition and measurement rely only on information in this Prospectus. principles prescribed by the Australian Accounting Standards (AAS) (as issued by the Australian Accounting Standards Board (AASB)), which are consistent with International Financial Reporting Standards (IFRS) Disclosing entity and interpretations issued by the International Accounting Standards Once admitted to the Official List of ASX, the Company will be a Board ( ). disclosing entity for the purposes of the Corporations Act and as IASB such will be subject to regular reporting and disclosure obligations All financial amounts contained in this Prospectus are expressed under the Corporations Act and the official listing rules of ASX in Australian currency, unless otherwise stated. Any discrepancies between totals and sums of components in tables, figures and diagrams (ASX Listing Rules). contained in this Prospectus are due to rounding. Exposure Period The Financial Information in this Prospectus is presented in abbreviated The Corporations Act prohibits the Company from processing form insofar as it does not include all of the presentation disclosures, applications to apply for, or acquire, Shares offered under this statements or comparative information required by the AAS (as issued Prospectus in the seven day period after lodgement of this Prospectus by the AASB), applicable to annual financial reports prepared in with ASIC (Exposure Period). This Exposure Period may be extended accordance with the Corporations Act. by ASIC by up to a further seven days. This Prospectus includes Forecast Financial Information that has The purpose of the Exposure Period is to enable this Prospectus to been prepared by the Company based on an assessment of current be examined by market participants prior to the raising of funds. economic and operating conditions and the Directors’ best estimate of The examination may result in the identification of deficiencies general and specific assumptions regarding future actions and events booktopia prospectus 1 as set out in Section 4. The basis of preparation and presentation of the Forecast Financial Information, to the extent relevant, is consistent with Market and industry data The information attributed to Frost & Sullivan in this document has the basis of preparation and presentation for the Historical Financial been prepared by Frost & Sullivan Australia Pty Ltd ( ) Information. The Forecast Financial Information presented in this Frost & Sullivan Prospectus is unaudited. for Booktopia Group. The Financial Information in this Prospectus should be read in This Prospectus contains statistics, data and other information relating conjunction with, and it is qualified by reference to, the information to markets, market sizes, market shares, market positions and other contained in Section 4 and Appendix A and in the case of the industry data pertaining to Booktopia Group’s business and markets. Forecast Financial Information, the general and specific best estimate Where indicated, such information is based on a report dated assumptions, sensitivity analysis, the risk factors in Section 5 and the 6 October 2020 based on a market study that Booktopia Group additional information in Section 9. commissioned from Frost & Sullivan (Industry Report), and, in some Unless otherwise stated or implied, all pro forma data in this Prospectus instances Booktopia Group’s analysis of such information. gives effect to the pro forma adjustments