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PROSPECTUS for the Offer of 57,142,858 Shares at $1.75 Per Share in ERM Power

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PROSPECTUS for the Offer of 57,142,858 Shares at $1.75 Per Share in ERM Power PROSPECTUS for the offer of 57,142,858 Shares at $1.75 per Share in ERM Power Global Co-ordinator Joint Lead Managers ERMERR M POWERPOWEPOWP OWE R PROSPECTUSPROSPEOSP CTUCTUSTU 1 Important Information Offer Information. Proportionate consolidation is not consistent with Australian The Offer contained in this Prospectus is an invitation to acquire fully Accounting Standards as set out in Sections 1.2 and 8.2. paid ordinary shares in ERM Power Limited (‘ERM Power’ or the All fi nancial amounts contained in this Prospectus are expressed in ‘Company’) (‘Shares’). Australian currency unless otherwise stated. Any discrepancies between Lodgement and listing totals and sums and components in tables and fi gures contained in this This Prospectus is dated 17 November 2010 and a copy was lodged with Prospectus are due to rounding. ASIC on that date. No Shares will be issued on the basis of this Prospectus Disclaimer after the date that is 13 months after 17 November 2010. No person is authorised to give any information or to make any ERM Power will, within seven days after the date of this Prospectus, apply representation in connection with the Offer which is not contained in this to ASX for admission to the offi cial list of ASX and quotation of Shares on Prospectus. Any information not so contained may not be relied upon ASX. Neither ASIC nor ASX takes any responsibility for the contents of this as having been authorised by ERM Power, the Joint Lead Managers or Prospectus or the merits of the investment to which this Prospectus relates. any other person in connection with the Offer. You should rely only on Note to Applicants information in this Prospectus. The information in this Prospectus is not fi nancial product advice and does This Prospectus contains forward looking statements which are identifi ed not take into account your investment objectives, fi nancial situation or by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, particular needs. ‘intends’ and other similar words that involve risks and uncertainties. Such It is important that you read this Prospectus in its entirety before deciding statements are not statements of fact and there can be no certainty of whether to invest. In particular, you should consider the risk factors relevant outcome in relation to the matters to which the statements relate. These to ERM Power. You should carefully consider these risks in light of your forward looking statements involve known and unknown risks, uncertainties, personal circumstances and seek professional guidance before deciding assumptions and other important factors that could cause the actual whether to invest in Shares. Some of the key risk factors that should be outcomes to be materially different from the events or results expressed or considered by prospective investors are set out in Section 6. There may implied by such statements. Those risks, uncertainties, assumptions and be risk factors in addition to these that should be considered in light of other important factors are not all within the control of ERM Power and your personal circumstances. cannot be predicted by ERM Power. None of ERM Power, its offi cers, any persons named in this document with their consent or any person involved You should also consider the assumptions underlying the Forecast Financial in the preparation of this document makes any representation, assurance Information and the risk factors that could affect ERM Power’s business, or guarantee as to the accuracy or likelihood of fulfi lment of any forward fi nancial condition and results of operations. looking statement or any outcomes expressed or implied in any forward No person named in this Prospectus, nor any other person, guarantees looking statements. Forward looking statements, including the Forecast the performance of ERM Power or the repayment of capital or any return Financial Information in Section 8, are subject to various risk factors that on investment. could cause ERM Power’s actual results to differ materially from the results No offering where offering would be illegal expressed or anticipated in these statements. These risk factors are set out The Offer is available to Australian residents. The Offer is not extended to in Section 6. any investor outside Australia, other than to institutional investors as part Exposure period of the Institutional Offer. The distribution of this Prospectus in jurisdictions ERM Power will not process Application Forms during the seven day period outside Australia may be restricted by law. Seek advice on and observe any after the date of lodgement of this Prospectus with ASIC. This period may restrictions. This Prospectus is not an offer in any place where, or to any be extended by ASIC for a further seven days. Application Forms received person to whom, it would not be lawful to make the Offer. during the exposure period will not be processed until after the expiry of that In particular, this Prospectus may not be distributed into the United States. period. No preference will be given to Application Forms received during the The Shares have not been registered under the US Securities Act of 1933 exposure period. (as amended) and will not be offered or sold in the United States. For details Obtaining a copy of this Prospectus of selling restrictions that apply to the Shares in certain jurisdictions outside A paper copy of the Prospectus is available free of charge to any person in of Australia, please refer to Section 10.13. Australia by calling the ERM Power Offer Information Line on 1800 882 147 Financial Information presentation and amounts (within Australia) or +61 2 8280 7924 (outside Australia) between 8:30am This Prospectus includes Forecast Financial Information based on the and 7:30pm (Sydney time), Monday to Friday. assumptions of the Directors. The basis of preparation and presentation This Prospectus is also available to Australian resident investors in electronic of the Forecast Financial Information, to the extent relevant, is consistent form on the Offer website, . Applications may with the basis of preparation and presentation for the Historical Financial only be made on the Application Form attached to this Prospectus or on a Information. The Forecast Financial Information presented in this Prospectus printed copy of the electronic version downloaded in its entirety. is unaudited. Defi ned terms and abbreviations The Historical Financial Information is derived from the statutory results Defi ned terms and abbreviations used in this Prospectus are explained in of operations and fi nancial position of ERM Power, as adjusted to refl ect Section 11. Unless otherwise stated or implied, references to times in this the effect of the Offer. Refer to Section 8 for a further description of the Prospectus are to Sydney time. basis of presentation of the Historical Financial Information. The FY2008 Photographs and diagrams and FY2009 consolidated fi nancial statements were audited by Deloitte, Photographs used in this Prospectus without descriptions are only for who issued an unqualifi ed opinion on FY2008 and a qualifi ed opinion on illustration. The people shown are not endorsing this Prospectus or its FY2009. The FY2010 consolidated fi nancial statements were audited contents. Diagrams used in this Prospectus may not be drawn to scale. by PricewaterhouseCoopers, who has issued an unqualifi ed opinion The assets depicted in photographs in this Prospectus are not assets of on FY2010. The nature of the FY2009 qualifi cation was in respect ERM Power unless otherwise stated. of accounting for both the deliverable and non-deliverable electricity commodity contracts as derivative fi nancial instruments in accordance Privacy with AASB 139. Further information on the nature of the qualifi cation and If you complete an Application Form, you will be providing personal the restatement of the FY2009 comparatives (in the FY2010 fi nancial information to ERM Power and the Share Registry. The Corporations Act statements) is set out in Section 8.2. requires information about you to be included in ERM Power’s share register, which is publicly available. ERM Power collects, holds and will use that The Historical Financial Information and the Forecast Financial Information information to assess your application and to communicate and provide in this Prospectus should be read in conjunction with, and are qualifi ed by services to you as a Shareholder. ERM Power may disclose information to reference to, the information set out in Section 8. its agents, service providers (such as the Share Registry) and government To assist investors to understand ERM Power, supplementary fi nancial bodies. You may access, correct and update the personal information that information is presented on a proportionately consolidated basis and does we hold about you by contacting the Share Registry. not form part of the Historical Financial Information or Forecast Financial This document is important and should be read in its entirety. 2 ERM POWER PROSPECTUS Important Dates Prospectus date 17 November 2010 Retail Offer (Priority Offer and Broker Firm Offer) opens – 9:00am (Sydney time) 25 November 2010 Priority Offer closes – 5:00pm (Sydney time) 3 December 2010 Broker Firm Offer closes – 5:00pm (Sydney time) 8 December 2010 Retail and institutional settlement 9 December 2010 Basis of Share allocation announced 9 December 2010 Issue and allotment of Shares 10 December 2010 Deferred settlement trading expected to commence on ASX 10 December 2010 Expected dispatch of holding statements 14
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