2019-10-05 J2 Acquisition Limited Prospectus

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (“FSMA”). This Document comprises a prospectus relating to J2 Acquisition Limited (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the FCA for all of the ordinary shares in the Company (issued and to be issued in connection with the Placing) (the “Ordinary Shares”) and all of the Warrants to be admitted to the Official List of the U.K. Listing Authority (the “Official List”) (by way of a standard listing under Chapters 14 and 20, respectively of the listing rules published by the U.K. Listing Authority under section 73A of FSMA as amended from time to time (the “Listing Rules”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Ordinary Shares and Warrants to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares and Warrants will commence, at 8.00 a.m. on 10 October 2017. All dealings in Ordinary Shares or Warrants prior to the commencement of unconditional dealings will be on a “when issued” basis and will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES AND WARRANTS, AS SET OUT IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 12 OF THIS DOCUMENT. The Directors, whose names appear on page 34, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import. J2 ACQUISITION LIMITED (incorporated in the British Virgin Islands in accordance with the laws of the British Virgin Islands with number 1955622) Placing of 121,000,000 New Ordinary Shares of no par value (with Warrants being issued to subscribers of New Ordinary Shares in the Placing on the basis of one Warrant per Ordinary Share) at a placing price of $10.00 per Ordinary Share and admission to the Official List of 121,032,500 Ordinary Shares of no par value and 125,032,500 Warrants (by way of a Standard Listing under Chapters 14 and 20, respectively of the Listing Rules) and to trading on the London Stock Exchange’s main market for listed securities Joint Global Co-ordinators and Joint Bookrunners Citigroup UBS Citigroup Global Markets Limited (“Citi”) and UBS Limited (“UBS”) have been appointed as Joint Global Co-ordinators and Joint Bookrunners in connection with the Placing. Citi and UBS (each, a “Placing Agent” and collectively the “Placing Agents”) are authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, and are acting exclusively for the Company and no one else in connection with the Placing and Admission. The Placing Agents will not regard any other person (whether or not a recipient of this Document) as a client in relation to the Placing or Admission, and shall not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this Document. This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares and Warrants in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company and/or the Placing Agents. The Ordinary Shares and Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares and Warrants may not be offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The Ordinary Shares and Warrants may be offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States only to certain “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act (“Accredited Investors”) or QIBs as defined in Rule 144A or in reliance on another exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. The Ordinary Shares and Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. There will be no public offer of the Ordinary Shares and Warrants in the United States. Investors are hereby notified that sellers of the Ordinary Shares and Warrants may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Company is not and does not intend to become an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”), and is not engaged and does not propose to engage in the business of investing, reinvesting, owning, holding or trading in securities. Accordingly, the Company is not and will not be registered under the U.S. Investment Company Act and Investors will not be entitled to the benefits of that Act. The Warrants will only be exercisable by persons who represent, amongst other things, that they (i) are Accredited Investors or QIBs or (ii) are outside the United States and not a U.S. Person (or acting for the account or benefit of a U.S. Person), and are acquiring Ordinary Shares upon exercise of the Warrants in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The date of this Document is 5 October 2017. Apart from the liabilities and responsibilities, if any, which may be imposed on the Placing Agents by FSMA or the regulatory regime established thereunder, none of the Placing Agents nor any person acting on behalf of either of them makes any representations or warranties, express or implied, with respect to the completeness or accuracy of this Document nor does any such person authorise the contents of this Document. No such person accepts any responsibility whatsoever for the contents of the Document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, the Warrants or the Placing. The Placing Agents accordingly disclaim any and all liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this Document or any such statement. None of the Placing Agents nor any person acting on behalf of either of them accepts any responsibility or obligation to update, review or revise the information in this Document or to publish or distribute any information which comes to its attention after the date of this Document, and the distribution of this Document shall not constitute a representation by the Placing Agents or any such person that this Document will be updated, reviewed or revised or that any such information will be published or distributed after the date hereof. In connection with the Placing, the Placing Agents and any of their affiliates, in each case acting as an Investor for its or their own accounts(s), may subscribe for Ordinary Shares and/or Warrants and, in that capacity, may retain, purchase, offer, sell or otherwise deal for its or their own account(s) in such Ordinary Shares and/or Warrants, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Document to the Ordinary Shares and Warrants being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by the Placing Agents and any of their affiliates acting as an Investor for its or their own accounts(s). None of the Placing Agents nor any affiliates of either of them intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

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