PROSPECTUS Initial Public Offering of 14.1 Million Shares at an Offer Price of AU$1.51 Per Share
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PROSPECTUS Initial Public Offering of 14.1 million Shares at an Offer Price of AU$1.51 per Share Straker Translations Limited (ARBN 628 707 399) Lead Manager: Financial Adviser: Important notices Offer risk factors in addition to the risks in Section 5 Forward looking statements that should be considered in light of your The Offer contained in this Prospectus is an This Prospectus contains forward looking personal circumstances. invitation to acquire fully paid ordinary shares statements which are identified by words (Shares) in Straker Translations Limited, a No person named in this Prospectus, nor such as ‘may’, ‘could’, ‘believes’, ‘estimates’, New Zealand incorporated company which is any other person, warrants or guarantees the ‘expects’, ‘intends’ and other similar words that registered as a foreign company in Australia performance of the Company or the repayment involve risks and uncertainties. The Forecast with ARBN 628 707 399 (Company or Straker). of capital by the Company or any return Financial Information included in Section 4 of This Prospectus is issued by Straker and on investment in Shares made pursuant to this Prospectus is an example of forward looking Straker SaleCo Pty Ltd (ACN 628 262 297) this Prospectus. statements. Any forward looking statements (SaleCo) for the purposes of Chapter 6D of the involve known and unknown risks, uncertainties, No person is authorised to give any information Corporations Act 2001 (Cth) (Corporations Act). assumptions and other important factors that or to make any representation in connection References to the Group are to Straker and its could cause actual events or outcomes to with the Offer described in this Prospectus subsidiaries, and in this Prospectus mean one differ materially from the events or outcomes which is not contained in this Prospectus. or more of those entities. expressed or anticipated in these statements, Any information not so contained may not many of which are beyond the control of the be relied upon as having been authorised by Lodgement and listing Company and SaleCo. The Forecast Financial the Company, SaleCo, the Directors of the Information and the forward looking statements This Prospectus is dated 26 September 2018 Company and of SaleCo, the Lead Manager or should be read in conjunction with, and qualified (Prospectus Date) and was lodged with any other person in connection with the Offer. by reference to, the risk factors as set out in the Australian Securities and Investments You should only have regard to information Section 5, the specific and general assumptions Commission (ASIC) on that date. The Company contained in this Prospectus. will apply to Australian Securities Exchange set out in Sections 4.17, the sensitivity analysis (ASX) within seven days after the Prospectus Financial information set out in Section 4.19 and other information contained in this Prospectus. Date for admission of the Company to the presentation Official List and quotation of its Shares on ASX. The Directors of the Company and of SaleCo Section 4 sets out in detail the financial None of ASIC, ASX or their respective officers cannot and do not give any assurance that information referred to in this Prospectus and take any responsibility for the contents of this the results, performance or achievements the basis of preparation of that information. Prospectus or the merits of the investment to expressed or implied by the forward looking which this Prospectus relates. The financial information for Straker in Section statements contained in this Prospectus will The Company, Link Market Services Limited 4 includes information for the historical financial actually occur and investors are cautioned (Share Registry), and the Lead Manager years ended 31 March 2016, 31 March 2017 not to place undue reliance on such forward disclaim all liability, whether in negligence or and 31 March 2018, and for the 12 month looking statements. The Company does not otherwise, to persons who trade Shares before forecast period ending 31 March 2019. intend to update or revise forward looking receiving their holding statements. statements, or to publish prospective Financial All references to FY16, FY17, FY18 appearing in Information in the future, regardless of whether Expiry Date this Prospectus are to the financial years ended new information, future events or any other 31 March 2016, 31 March 2017 and 31 March factors affect the information contained in this This Prospectus expires on the date which is 2018, respectively, unless otherwise indicated. Prospectus, except where required by law. 13 months after the Prospectus Date (Expiry Date). No Shares will be issued or transferred The Historical Financial Information has been This Prospectus, including the industry overview on the basis of this Prospectus after the prepared and presented in accordance with in Section 2, and business overview in Section Expiry Date. the recognition and measurement principles 3, uses market data and third party estimates prescribed in the Australian Accounting and projections. The Company has obtained Not investment advice Standards, except where otherwise stated. significant portions of this information from The Forecast Financial Information included The information contained in this Prospectus market research prepared by third parties. in this Prospectus is unaudited and is is not financial product advice and does not There is no assurance that any of the third based on the best estimate assumptions take into account your investment objectives, party estimates or projections contained in of the Directors. The basis of preparation financial situation or particular needs. It is this information will be achieved. The Company and presentation of the Forecast Financial important that you read this Prospectus carefully and SaleCo have not independently verified Information is, to the extent applicable and and in its entirety before deciding whether to this information. Estimates involve risks and unless stated otherwise, consistent with the invest in the Company. uncertainties and are subject to change based basis of preparation and presentation of the on various factors, including those discussed In particular, you should consider the Historical Financial Information. in the risk factors set out in Section 5. assumptions underlying the Forecast Financial All financial amounts contained in this Information and the risk factors that could affect Prospectus are expressed in Australian dollars Statements of past performance the performance of the Company. You should unless otherwise stated. Any discrepancies This Prospectus includes information carefully consider these risks in light of your between totals and the sum of components in regarding past performance of Straker and investment objectives, financial situation and tables and figures contained in this Prospectus prospective investors should be aware that past personal circumstances (including financial are due to rounding. performance is not, and should not be relied and tax issues) and seek professional guidance upon as being indicative of future performance. from your stockbroker, solicitor, accountant or other independent professional adviser before deciding whether or not to invest in the Company. Some of the key risk factors that should be considered by prospective investors are set out in Section 5. There may be other Straker Translations Prospectus Disclaimers For details of selling restrictions that apply Both the Australian and New Zealand to the Offer and the sale of Shares in financial markets regulators have enforcement Bell Potter Securities Limited has acted as Lead certain jurisdictions outside of Australia and responsibilities in relation to this offer. If you Manager to the Offer and Blackpeak Capital Pty New Zealand, please refer to Section 9.11. need to make a complaint about this offer, Ltd has acted as Financial Adviser to the Offer. please contact the Financial Markets Authority, Bell Potter Securities Limited and Blackpeak Exposure Period New Zealand (http://www.fma.govt.nz). Capital Pty Ltd have not authorised, permitted The Corporations Act prohibits the Company The Australian and New Zealand regulators or caused the issue or lodgement, submission, and SaleCo from processing Applications will work together to settle your complaint. dispatch or provision of this Prospectus and for Shares in the seven day period after the there is no statement in this Prospectus which The taxation treatment of Australian financial Prospectus Date (Exposure Period). ASIC may is based on any statement made by them or by products is not the same as for New Zealand extend this period by up to a further seven days any of its affiliates, officers or employees. To the financial products. (that is, up to a total of 14 days). The purpose of maximum extent permitted by law, Bell Potter the Exposure Period is to enable the Prospectus If you are uncertain about whether this Securities Limited, Blackpeak Capital Pty Ltd, to be examined by market participants prior to investment is appropriate for you, you should PricewaterhouseCoopers, Bell Gully, BDO the raising of the funds. The examination may seek the advice of an appropriately qualified Corporate Finance (East Coast) Pty Limited, result in the identification of deficiencies in this financial adviser. BDO East Coast Partnership, the Share Registry Prospectus, in which case any Application may and the affiliates, officers, employees and The offer may involve a currency exchange need to be dealt with in