Faster Enterprises Ltd Acn 604 113 206
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FASTER ENTERPRISES LTD ACN 604 113 206 SUPPLEMENTARY PROSPECTUS IMPORTANT INFORMATION This is a supplementary disclosure document (Supplementary Prospectus) dated 20 September 2016 that was lodged with ASIC on that date. The Supplementary Prospectus contains particulars of changes to, and supplements the replacement prospectus lodged with ASIC on 2 August 2016 (Replacement Prospectus) by Faster Enterprises Ltd (Company). This Supplementary Prospectus and the Replacement Prospectus are important documents that must be read in conjunction with each other. Investors should read both documents in full and are advised to consult with their professional advisers before deciding whether to apply for Shares under this Supplementary Prospectus or if they have any queries. This Supplementary Prospectus is a “refresh document” as defined in Section 724(3H) of the Corporations Act and has been lodged with ASIC in accordance with Section 724(3G) of the Corporations Act. ASIC, the ASX and their respective officers take no responsibility for the content of this Supplementary Prospectus or the merits of the investment to which this Supplementary Prospectus relates. Other than as set out in this Supplementary Prospectus, all details set out in the Replacement Prospectus remain unchanged. In the event of inconsistencies between the Supplementary Prospectus and the Replacement Prospectus, the Supplementary Prospectus prevails. The Company will send a copy of the Supplementary Prospectus to all Applicants that have applied for securities under the Replacement Prospectus as at the date of this Supplementary Prospectus. OBTAINING A COPY OF THIS PROSPECTUS For personal use only A paper copy of this Supplementary Prospectus and the Replacement Prospectus may be obtained free of charge from the Company by any person in Australia by calling +61 3 9897 4540 between 9.00am and 5.00pm (AEST), Monday to Friday during the Offer Period. FASTER ENTERPRISES LTD SUPPLEMENTARY PROSPECTUS (to be read with the Replacement Prospectus dated 2 August 2016) 1 An electronic copy of this Supplementary Prospectus (together with the Replacement Prospectus) are also available to Australian resident investors on the website, www.fasterenterprises.com.au. The distribution of this Supplementary Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Supplementary Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate applicable securities laws. Applications may only be made using the Application Form attached to a hard copy of this Supplementary Prospectus or on a printed copy of the electronic version downloaded in its entirety. The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to, or accompanied by, this Supplementary Prospectus and the Replacement Prospectus in its paper copy form or the complete and unaltered electronic version of this Supplementary Prospectus (together with the Replacement Prospectus). DEFINED TERMS AND ABBREVIATIONS Terms defined in the Replacement Prospectus have the same meaning in this Supplementary Prospectus unless otherwise specifically stated. For personal use only FASTER ENTERPRISES LTD SUPPLEMENTARY PROSPECTUS (to be read with the Replacement Prospectus dated 2 August 2016) 2 1. SUMMARY – CONTENTS OF THE SUPPLEMENTARY PROSPECTUS 1.1 Purpose of the Supplementary Prospectus The Supplementary Prospectus has been prepared for the purposes of: amending Sections 1.8 and 2.13 of the Replacement Prospectus to reflect that the ASX will not impose mandatory escrow on any Shares; amending Sections 1.4 and 6.2 to reflect the changes in the risks associated with the ASX not imposing mandatory escrow on any Shares; “refreshing” the period for admission to quotation of Shares offered under the Replacement Prospectus so that the period will expire on the date which is 3 months after the date of this Supplementary Prospectus under section 724 of the Corporations Act; and “refreshing” the period for raising the minimum subscription under the Public Offer so that the period will expire on the date which is 4 months after the date of this Supplementary Prospectus under section 724 of the Corporations Act. 1.2 Background In accordance with the Corporations Act, if an entity offers securities under a disclosure document such as a prospectus and the disclosure document states or implies that those securities are to be admitted to quotation on the ASX, and those securities are not then admitted to quotation on the ASX within 3 months after the date of the relevant disclosure document (Quotation Condition), then the issue of those securities would be void and all subscription moneys received in respect of those securities must be returned to the relevant applicants or, alternatively, the applicants must be given a supplementary disclosure document and the opportunity to withdraw their application (see Section 2.1 below for further details). Additionally, in accordance with the Corporations Act, if an entity offers securities under a disclosure document such as a prospectus and that disclosure document states a minimum subscription amount must be raised before any securities will be issued (Minimum Subscription Condition), then the Minimum Subscription Condition must be satisfied within 4 months after the date of the disclosure document. If not, any subscription moneys received in respect of the securities must be returned to the relevant applicants or, alternatively, the applicants must be given a supplementary disclosure document and the opportunity to withdraw their application (see Section 2.1 below for further details). ASIC has varied the Corporations Act to allow companies to “refresh” the timing of the Minimum Subscription Condition and Quotation Condition under legislative instrument ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70 (LI 2016/70), so that the respective 4 and 3 month periods re-commence from the date that a “refresh document” is lodged with ASIC, provided that the refresh document meets certain conditions (Refresh Conditions). For personal use only This Supplementary Prospectus addresses the relevant Refresh Conditions and it is the Company’s intention that this will effectively “refresh” the 3-month period relating to the Quotation Condition and the 4-month period relating to the Minimum Subscription Condition, such that the respective time periods will re-commence from the date this Supplementary Prospectus is lodged with ASIC. FASTER ENTERPRISES LTD SUPPLEMENTARY PROSPECTUS (to be read with the Replacement Prospectus dated 2 August 2016) 3 This Supplementary Prospectus also contains some additional updates since the lodgement date of the Replacement Prospectus. 2. SPECIFIC DISCLOSURES REQUIRED IN A “REFRESH DOCUMENT” Set out below are the specific disclosures required in a “refresh document” by LI 2016/70. 2.1 Withdrawal rights Any Applicant who, prior to the date of this Supplementary Prospectus, has lodged an Application for Shares offered under the Public Offer, the Debt to Equity Offer or the Noteholder Offer, will be issued a copy of this Supplementary Prospectus and has the right to withdraw their Application and be repaid their subscription moneys without interest, provided that their request to withdraw their Application is received by the Company within 1 calendar month after the date of this Supplementary Prospectus (Withdrawal Period) (i.e. on or before 20 October 2016). A request to withdraw an Application under the terms of this Section 2.1 of the Supplementary Prospectus should be in writing, signed by the Applicant and given to the Company using one of the same contact methods and details used for the Applications as set out in section 10.9 of the Replacement Prospectus. If you do not wish to withdraw your Application, you do not need to take any action. The Offers will remain open at least until the end of the Withdrawal Period (i.e. until 20 October 2016). 2.2 Applications received The Company advises that 174 Applications have been received as at the date of this Supplementary Prospectus, for a total of: 22,628,250 Shares under the Public Offer with a total value of $4,525,650 banked as cleared funds; 8,505,330 Shares under the Debt to Equity Offer; and 8,702,323 Shares under the Noteholder Offer.1 However, no Applications have been processed and no Shares have been issued under the Replacement Prospectus. 2.3 Minimum Subscription Condition At the date of this Supplementary Prospectus, the minimum subscription amount of $5,000,000 or 25,000,000 Shares under the Public Offer detailed in the Replacement Prospectus has not been achieved. This minimum subscription amount specified in the Replacement Prospectus remains unchanged at the date of this Supplementary Prospectus. No Shares have been issued under the Replacement Prospectus. Upon lodgement of this Supplementary Prospectus, and subject only to the lodgement of any future For personal use only refresh document, the Minimum Subscription Condition must be satisfied by no later than 20 January 2017 (being 4 months after the date of this Supplementary Prospectus). 1 The number of Shares to be issued under the Noteholder Offer will increase depending on the amount of interest capitalised in accordance with the terms of the Convertible Note Agreements. FASTER ENTERPRISES LTD SUPPLEMENTARY PROSPECTUS (to be read with the Replacement