Replacement Prospectus

Replacement Prospectus ROFINA GROUP LIMITED (ACN 635 120 517) For the offer of 14,500,000 Shares at an issue price of $0.10 per share to raise $1,450,000. 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 that are the subject of this replacement prospectus should be considered highly speculative. IMPORTANT NOTICES This replacement prospectus (“Prospectus”) is dated 17 July 2020 (“Prospectus Date”) and was lodged with ASIC on that date. It replaces the original prospectus lodged with ASIC on 1 July 2020 (“Original Prospectus”). Neither ASIC, NSX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. Overview of the material changes from the Original Prospectus The principal differences between the Original Prospectus and this Prospectus are summarised as follows. This Prospectus now includes: (a) further information regarding the financial position of the Company and in particular information in regards to going concern; and (b) a new section 5.8 - 'Industry Overview' which replaces the Independent Market Research Report. Application for Listing The Company has applied to the NSX for the admission of the Company to the Official List of the NSX and for the quotation of its securities on NSX. The fact that NSX may list the securities of the Company is not to be taken in any way as an indication of the merits of the Company or the listed securities. It is expected that trading of the Shares on the stock market conducted by NSX will commence as soon as practicable after approval for admission to the official list of NSX is granted and all conditions (if any) applicable thereto have been satisfied for official quotation. Expiry date No Shares will be allotted or transferred on the basis of this Prospectus after the expiry date being 13 months after the Prospectus Date. Investment advice This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). Before deciding to invest in the Company by purchase of shares on market, following admission of the Company to the official list of NSX, prospective investors should read this entire Prospectus carefully. Prospective investors should carefully consider all factors in the light of their personal circumstances (including financial and taxation issues) and seek professional advice from their accountant, stockbroker, lawyer and other professional adviser before deciding to invest. The Company is unable to advise any prospective investor on the suitability or otherwise of an investment in the Company. For such advice, each prospective investor must contact their independent professional adviser(s). Prospectus i Except as required by law and other than as set out in this Prospectus, no person named in this These statements are based on an assessment of present economic and operating conditions, and on a Prospectus, nor any other person, warrants or guarantees the performance of the Company or any number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected payment of a return on investment made pursuant to this Prospectus. to take place. If you require any further information please consult your stockbroker and other professional adviser(s). Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Electronic Prospectus control of the Company, the Directors and its management. A copy of this Prospectus can be downloaded from the website of the Company at ir.rofinagroup.com. The Company cannot and does not give any assurance that the results, performance or achievements Persons who receive the electronic version of this Prospectus should ensure that they download and expressed or implied by the forward-looking statements contained in this Prospectus will actually occur read the entire Prospectus. The Offer constituted by this Prospectus in electronic form is available only and investors are cautioned not to place undue reliance on these forward-looking statements. to Australian residents accessing the website in Australia. The Company has no intention to update or revise forward-looking statements, or to publish prospective Persons having received an electronic copy of this Prospectus in Australia may obtain a paper copy of financial information in the future, regardless of whether new information, future events or any other this Prospectus (including any supplementary document and the Application Form) (free of charge) factors affect the information contained in this Prospectus, except where required by law. during the life of this Prospectus by contacting the Company from 8:30am to 5:30pm (AEST), Monday to Friday (excluding public holidays). These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These Website risk factors are set out in Section 6. Any reference to documents included on the Company’s website are provided for convenience only and All subsequent written and oral forward-looking statements attributable to the Company or to persons no document or information included on the Company’s website is incorporated by reference into this acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to Prospectus. above and contained elsewhere in this Prospectus. Foreign jurisdiction restrictions on distribution How to invest This Prospectus does not constitute an offer or invitation to subscribe for Shares in any jurisdiction in Applications for Shares can only be made by completing and lodging an Application Form. Instructions which, or to any person to whom, it would not be lawful to make such an offer or invitation or issue on how to apply for Shares are set out in the Application Form. under this Prospectus. Privacy The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law. Persons, into whose possession this Prospectus comes, are required, by the Company to inform themselves about The Company collects information about each Applicant provided on an application for the purposes of and to observe such restrictions. Failure to comply with these restrictions may violate securities laws. processing the Application and, if the Application is successful, to administer the Applicant’s holding in Applicants who are resident in countries other than Australia should consult their professional advisers the Company. as to whether any governmental or other consents are required or whether other formalities need to be considered or followed. By submitting an Application, each Applicant agrees that the Company may use the information provided by the Applicant on that Application for the purposes set out in this Prospectus and may disclose it for This Prospectus may not be distributed in Malaysia. This Prospectus does not constitute an offer or those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and invitation to buy or sell shares or other marketable securities of the Company in Malaysia or in any other third party service providers, including mailing houses and professional advisers, and to NSX, ASIC and jurisdiction. No approval from, or recognition by, the Securities Commission of Malaysia has been or will other regulatory authorities. be obtained in relation to the Offer of Shares. The Shares may not be offered or sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company Services Act 2007. to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security Unauthorised representations holder of the Company. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual No person is authorised to give information or to make any representation in connection with the Offer, reports and other information that the Company may wish to communicate to its security holders) and which is not contained in this Prospectus. Any information or representation not so contained may not compliance by the Company with legal and regulatory requirements. be relied on as having been authorised by the Company in connection with this Prospectus. If you do not provide the information required on the Application, the Company may not be able to Forward-looking statements accept or process your Application. This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, An Applicant has the right to gain access to the information that the Company and the Share Registry ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and hold about that person subject to certain exemptions under law. Access requests must be made in writing uncertainties. ii Prospectus Prospectus iii to the Company at its registered office, being c/- Boardroom Pty Limited, Level 12, Grosvenor Place, 225 Monetary amounts in this Prospectus are expressed in Australian dollars unless stated otherwise. Any George Street, Sydney NSW 2000. discrepancies between totals and sums components in tables contained in this Prospectus are due to rounding.

Load more