MY ATM HOLDINGS LIMITED ACN 141 509 426
THIRD SUPPLEMENTARY PROSPECTUS
IMPORTANT INFORMATION
This Third Supplementary Prospectus is dated 2 November 2010 and is supplementary to the Replacement Prospectus dated 27 August 2010 (which replaced the Original Prospectus dated 18 June 2010) (Replacement Prospectus), the first supplementary prospectus dated 12 October 2010 (First Supplementary Prospectus) and the second supplementary prospectus dated 22 October 2010 (Second Supplementary Prospectus) issued by My ATM Holdings Limited (ACN 141 509 426) (Company).
This Third Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 2 November 2010. ASIC does not take any responsibility for the contents of this Third Supplementary Prospectus.
This Third Supplementary Prospectus together with the First Supplementary Prospectus and the Second Supplementary Prospectus must be read together with the Replacement Prospectus. If there is a conflict between the Replacement Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and this Third Supplementary Prospectus, this Third Supplementary Prospectus will prevail. Terms and abbreviations defined the Replacement Prospectus have the same meaning in this Third Supplementary Prospectus.
This Third Supplementary Prospectus will be issued with the Replacement Prospectus as an electronic prospectus and may be accessed on the internet at www.myatm.com.au
This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.
Other than the changes set out below, all other details in relation to the Replacement Prospectus (as amended) remain unchanged. The Directors believe that the changes in this Third Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already applied for Shares pursuant to the Offer.
A copy of this Third Supplementary Prospectus will be available on the Company website and the Company will send or provide a copy of this Third Supplementary Prospectus to all Applicants who, on or before the date of this Third Supplementary Prospectus, have applied for Shares pursuant to the Offer.
1. EXTENSION OF CLOSING DATE The Directors of the Company have resolved to further extend the Closing Date of the Offer from 5.00pm AEDST on Wednesday, 3 November 2010 to 5.00pm AEDST on Tuesday, 30 November 2010. Accordingly, references to the Closing Date in the Replacement Prospectus are amended to refer to this new date and the indicative timetable in Section 1 of the Replacement Prospectus is deleted and replaced with the following table:
Date of Replacement Prospectus 27 August 2010 Record Date for the Existing Shareholder Priority Offer 1 September 2010 Opening Date of Offer 27 August 2010 Existing Shareholder Priority Offer Closing Date 15 September 2010 Public Offer Closing Date 5.00 pm AEDST, 30 November 2010 Date Shares expected to be allotted 5.00 pm AEDST, 7 December 2010 Date Holding Statements expected to be dispatched 14 December 2010 Date Trading of Shares on ASX expected to commence 21 December 2010
The Directors reserve the right, at their discretion, to close the Offer early or further extend the Closing Date.
2. DIRECTORS’ AUTHORISATION This Third Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgment of this Third Supplementary Prospectus with ASIC. Signed for and on behalf of My ATM Holdings Limited.
______Kym Albert Weir Director
Third Supplementary Prospectus | My ATM Holdings Limited | 2
MY ATM HOLDINGS LIMITED ACN 141 509 426
SECOND SUPPLEMENTARY PROSPECTUS
IMPORTANT INFORMATION
This Second Supplementary Prospectus is dated 22 October 2010 and is supplementary to the Replacement Prospectus dated 27 August 2010 (which replaced the Original Prospectus dated 18 June 2010) (Replacement Prospectus) and the first supplementary prospectus dated 12 October 2010 (First Supplementary Prospectus) issued by My ATM Holdings Limited (ACN 141 509 426) (Company).
This Second Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 22 October 2010. ASIC does not take any responsibility for the contents of this Supplementary Prospectus.
This Second Supplementary Prospectus together with the First Supplementary Prospectus must be read together with the Replacement Prospectus. If there is a conflict between the Replacement Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail. Terms and abbreviations defined the Replacement Prospectus have the same meaning in this Second Supplementary Prospectus.
This Second Supplementary Prospectus will be issued with the Replacement Prospectus as an electronic prospectus and may be accessed on the internet at www.myatm.com.au
This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.
Other than the changes set out below, all other details in relation to the Replacement Prospectus remain unchanged. The Directors believe that the changes in this Second Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already applied for Shares pursuant to the Offer.
A copy of this Second Supplementary Prospectus will be available on the Company website and the Company will send or provide a copy of this Second Supplementary Prospectus to all Applicants who, on or before the date of this Second Supplementary Prospectus, have applied for Shares pursuant to the Offer.
1. EXTENSION OF CLOSING DATE The Directors of the Company have resolved to extend the Closing Date of the Offer from 5.00pm AEDST on 25 October 2010 to 5.00pm AEDST on Wednesday, 3 November 2010. Accordingly, references to the Closing Date in the Replacement Prospectus are amended to refer to this new date and the indicative timetable in Section 1 of the Replacement Prospectus is deleted and replaced with the following table:
Date of Replacement Prospectus 27 August 2010 Record Date for the Existing Shareholder Priority Offer 1 September 2010 Opening Date of Offer 27 August 2010 Existing Shareholder Priority Offer Closing Date 15 September 2010 Public Offer Closing Date 5.00 pm AEDST, 3 November 2010 Date Shares expected to be allotted 5.00 pm AEDST, 10 November 2010 Date Holding Statements expected to be dispatched 17 November 2010 Date Trading of Shares on ASX expected to commence 24 November 2010
The Directors reserve the right, at their discretion, to close the Offer early or further extend the Closing Date.
2. DIRECTORS’ AUTHORISATION This Second Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgment of this Second Supplementary Prospectus with ASIC. Signed for and on behalf of My ATM Holdings Limited.
______Kym Albert Weir Director
Second Supplementary Prospectus | My ATM Holdings Limited | 1
MY ATM HOLDINGS LIMITED • ACN 141 509 426 Replacement Prospectus 27 August 2010 Replacement Prospectus for the offer of 50,000,000 shares at an issue price of $0.20 per share to raise $10,000,000 The Offer will close at 5.00 pm (AEST) 25 October 2010
This Replacement Prospectus replaces the Original Prospectus lodged by the Company with ASIC on June 18, 2010
This is an important document and should be read in its entirety. Please consult your professional adviser if you do not fully understand the contents of this Prospectus.
Sponsoring Broker Novus Capital Limited ACN 006 711 995 Corporate Advisor Rundle Capital Partners Pty Ltd ACN 107 603 878 Table of Contents
PAGE
1. KEY DETAILS OF THE OFFER 2 2. IMPORTANT INFORMATION 5 3. CHAIRMAN’S LETTER 12 4. INVESTMENT HIGHLIGHTS 14 5. DETAILS OF THE OFFER 15 6. DIVIDEND POLICY 17 6A. EXECUTIVE SUMMARY AND SUPPLEMENTARY INFORMATION 17 7. THE COMPANY AND ITS BUSINESS 22 8. ATM MARKET OVERVIEW 26 9. CORPORATE STRUCTURE 30 10. COMPETITORS 33 11. KEY PERSONNEL 36 12. TOP TWENTY SHAREHOLDERS 40 13. RISK FACTORS 42 14. CORPORATE GOVERNANCE 46 15. OTHER RELEVANT MATTERS 50 16. ADDITIONAL INFORMATION 51 17. MATERIAL AGREEMENTS 58 18. FINANCIAL INFORMATION 63 19. DIRECTORS’ CONSENT 88 20. DICTIONARY 89 21. CORPORATE DIRECTORY 92
1 2 to 50,000,000 Shares at an The minimum issue per Price). price Share of (Issue $0.20 application ATMMy Holdings Limited Company) (the is seeking to raise up to $10 million through of an Offer up DETAI KEY 1. Offer price per Share -$0.20 Share per price Offer Overview IPO: which may Shares post issue showsthe on following be tables The S Capital 1.5. Offer. the information about 5formoredetailed should refer to Section Investors O the about information More 1.4. 16.15 summarized as appointment in Section – Broker paymentin Sponsoring the the on out terms set Offer to the Broker Sponsoring Limitedis the Capital Novus 1.3. to complete. million. Offer inforthe Minimum amount raised order is mustbe $4 This The Subscription S Minimum 1.2. on forexisting shareholders. reserved been has Offer of the million portion A $2 entitlement Priority 1.1. Company, subject to the Minimum Subscription being achieved. Prospectus provides the to opportunity participate in the initial of Shares public in the offering (IPO) for the Company to be admitted and to for ASX official quotation of the Shares.This Replacement application has been made not to later ASX than 7days after the date of the Original Prospectus 10,000 (or must be Shares) $2,000 and thereafter An 2,500 Shares). in multiples (or of $500 e Offer the of proceeds Cash (refer to to (refer Broker Sponsoring to Shares Performance/Success Offer the following issue on Shares of Total number Company by the Offered be to Shares New
S B ponsoring Section 16.15Section tructure ubscription roker - Interest of experts and advisors Interest ofand experts OFF THE OF LS Interest of experts and advisors. ffer ) ER 236,565,000 $10,000,000 50,000,000 500,000 1. KEY DETAILS OF THE OFFER Comparison - Minimum and Maximum subscriptions
Shares % of total Shares % of total (Min. Subscription) (Full Subscription)
Existing Shares 186,065,000 90.08% 186,065,000 78.65%
New shares to be issued 20,000,000 9.68% 50,000,000 21.14% under the Offer
Performance/Success Shares (refer to Section - 16.15 500,000 0.24% 500,000 0.21% Interest of experts and advisors)
TOTAL 206,565,000 100.00% 236,565,000 100.00%
Key dates*
Date of Replacement Prospectus 27 August 2010
Record Date for the Existing Shareholder Priority Offer 1 September 2010
Opening Date of Offer 27 August 2010
Existing Shareholder Priority Offer Closing Date 15 September 2010
Public Offer Closing Date 5.00 pm AEST, 25 October 2010
Date Shares expected to be allotted 5.00 pm AEST, 1 November 2010
Date Holding Statements expected to be dispatched 8 November 2010
Date Trading of Shares on ASX expected to commence 15 November 2010
* These dates are subject to change and are indicative only. The Company reserves the right to amend this indicative timetable without notice. In particular, the Company reserves the right, subject to the Corporations Act and the ASX Listing Rules to close the Offer early, to extend the Closing Date or to withdraw the Offer without prior notice, or to accept late Applications. Any extension of the Closing Date will have a consequential effect on the date for the issue of New Shares.
3 4 The directors of the Company are satisfied thatany aresatisfied Company of the directors The capital. Company’s working the in of adeficiency because agoing concern as to continue Company’s the ability about is doubt some thatthere state 6(iv) in Section PKF 18), (Section (PKF) Ltd Pty Advisors Business by PKF prepared Information deficiency capital Working including below: not limited out but set risks to the specific, general andproject a number both of risks, at asimilar faces of development,Company the stage of any investment in Company. the othercompanies Like value and thusthe adversely Company the could affect Company. to the acombination or of one such risks Any thatare specific risks of to some the points but summary should aware. be following is The not exhaustive an Company, the concerning risks of which Applicants ininvestments shares, areanumber there of specific to all applicable generalrisks to the addition In deciding to invest. whether before stockbroker, otherprofessionaladviser or lawyer your accountant, from professional advice and seek issues) taxation financialand (including circumstances in light factors of your these consider carefully personal 13 YouSection of this ReplacementProspectus. should in arediscussed in Company. the Shares risks These an investmentwith in associated risks arespecific there to all applicable in investments shares, generalrisks the Company. of the to addition In performance operating financialand the thatcouldaffect factors risk the and consider entireread the ReplacementProspectus should Applicants to thispursuant Offer, prospective in Company the Shares forNew deciding to apply Before assessment Risk 2.1. basis of this Replacement Prospectus later than 13 months after the date of the Replacement Prospectus. In accordance with the requirements of the Corporations Act, no securities will be allotted or offered on the take and no responsibility ASX ASIC for the contents of this Replacement Prospectus. the Original Prospectus lodged by the Company on June with 18, ASIC 2010. This Replacement Prospectus is dated 27 August, 2010 and was lodged on that with date. ASIC replaces It 141 ACN LIMITED Company). 426 (the 509 HOLDINGS containedThe Offer in this Replacement Prospectus is an invitation to subscribe for New Shares ATM in MY IMP 2. O RTA – In the Financial the –In N T I NFO RMATI affect the business or financial condition of the Company.the of condition financial business or the affect otherclaim or liability would not materially and adversely thataproduct noassurance be can There reputation. to its is critical Company’s of the reliability products reliability and quality Product required. standards quality to the not perform do by third parties supplied including parts ATMsandspare products or risk Component ATM’sAgreement with Australia). 17.7Section of the details forthe Contracts Material to – (refer of $934,000 forshares andcash Australia ATM’s andfrom for$610,000 Ltd Pty Plus Australia Cash acquisitions acquisition referredtofrom arethe The lieu of Company’s approaching the bankers. in made initialwas Company of to the the shareholders which million. $1.544 totalled Group the approach The in funding the shareholders of acquisitions these byfrom assistance andrequested Company of the shareholders initial the approached Company of the directors The Offer. of the proceeds arenot repayableof loans the out repayment. These is available forsuch capital working repaidif only be interest and will areunsecured,months, not attract do (12) calendar of areforaterm twelve loans These million up to $1 agreed to lend Company to the dollars. Specifically, a numberoriginalthe of have shareholders report. arereferredto in PKF’s of means. These variety through a twelvecalendar months within will rectified be capital in working potential regarding issue adeficiency ON - The risk that critical components components thatcritical risk -The - The quality and quality -The
5 TWO Managing growth - The Directors anticipate significant units. There can be no assurance that the Company or growth within the Company which may place strain on its its business units would be successful in enforcing its managerial, operational and financial resources. To manage contractual rights. For further information please refer to its potential growth, the Company will implement and Section 17 for details on the Material Agreements. improve its operational and financial systems. No assurance can be given as to the Company’s ability to manage future Uninsured risks - While the Company and its business growth. units carry standard insurance, they may not be fully insured against all losses and liabilities that could Competition – The ATM market is highly competitive. unintentionally arise from operations. If the Company or its There is no assurance that the Company will be able to business units incur uninsured losses or liabilities, the value compete effectively with existing and new competitors of the Company’s assets may be at risk. in the future. Increased competition in the industry may reduce the Company’s sales and locations for its ATM fleet, Litigation Risk - From time to time, the Company selling prices and profit margins and may adversely affect and/or its business units may be involved in litigation. This its operating results. The Company will need to sustain and litigation may include, but is not limited to, contractual develop its sales and management to ensure it maintains claims, personal injury claims, employee claims, product its competitive edge in the market. There is also the risk liability and environmental claims. If a claim is pursued that a competitor could market new products in a way that against the Company and/or its business units, the creates extensive competition for the Company. This may litigation may adversely impact on the sales, profits or adversely affect its sales and decrease its current revenues. financial performance of the Company. Any claim, whether These adverse effects could impact on the profitability of successful or not, may adversely impact on the Company’s the Company. share price.
Reliance on key executives - The success of the New Business Model - Investment in the Company is Company is dependent upon a number of highly qualified speculative as the Group has been trading for a relatively and experienced personnel. The loss of any of these short time and its business model is new and has yet to personnel could materially and adversely affect the prove effective in the medium to long term. Company and impede the achievement of its business goals. Due to the specialised nature of the Company’s Distribution Agreements - Except in the case of Eastern business, its ability to achieve its business goals partly Communications Co. Ltd (see Section 9.4 – Products), relies on its ability to attract and retain suitably qualified the Company does not have agreements with wholesalers personnel. and distributors of ATMs, accordingly, despite the highly competitive nature of the ATM product market, it cannot There can be no assurance that the Company will be able guarantee that it will be able to purchase at prices or to retain its key personnel or find suitable replacements products which My ATM considers advantageous. An if required. The failure to retain key personnel and attract inability to secure products or products at prices which it highly qualified personnel could materially affect the cannot pass on to its clients could materially and adversely Company’s financial position. affect the business or financial condition of the Company. My ATM is the exclusive distributors in Australia and New Contract Risk - The Company (My ATM Holdings Limited), Zealand for Eastern Communications, Co Ltd (“Eastcom”) Aussie ATM’s Pty Ltd (“Aussie”), My ATM Pty Ltd (“My which manufactures the Potevio 8100 “through the wall” ATM”) and My ATM NZ Limited (“My ATM NZ”) are parties ATM (refer to Section 9.4 – Products). That model ATM to (or have the benefit of various contracts and agreements has not yet been certified for operation by the Australian relating to their products and services, including supply Payments Clearing Association. If for any reason that model contracts, ATM Agreements, Site Agreements and ATM is not so certified, My ATM will not be able to offer it distribution agreements, which are important to the future for sale. In that event My ATM will continue to source other of their business. Any failure by a party to perform its “through the wall” ATMs and its expected profit margin obligations under, or the termination of any of the contracts on that type of ATM may be reduced which could have a or agreements (including the Material Agreements) might consequential effect on the Company’s profits. have an adverse affect on the Company and its business 6 Future Investments - The Company cannot guarantee 2.2. Disclaimer future acquisitions/investments. If the company is unable No person is authorised to give any information or to make to secure future acquisitions/investments it will have to rely any representation in connection with the Offer that is not only on organic growth which could impede the company’s contained in this Replacement Prospectus. Any information growth and affect the Company’s profit and share price. or representation not in this Replacement Prospectus may not be relied on as having been authorised by the Company Competition - The Company operates within a highly in connection with the Offer. Neither the Company nor competitive market and Aussie’s relevant market share any other person warrants the future performance of the of the ATM network is limited. Aussie will be competing Company or any return on any investment made under this against Companies with far greater financial and other Replacement Prospectus, except as required by law and resources and there is no assurance that it will be able to then only to the extent so required. compete successfully against them. A failure to compete successfully against its competitors could materially and 2.3. Foreign jurisdictions adversely affect the business or financial condition of the The distribution of this Replacement Prospectus in Company. jurisdictions outside Australia may be restricted by law and persons who come into possession of this Replacement Transaction Fees Unregulated - Aussie relies on its Prospectus should seek advice on and observe the revenue stream from Transaction Fees paid by Cardholders requirements of these laws. Non-observance by such using its fleet of ATMs. Those fees are unregulated and persons may violate securities laws. Any recipient of this market driven. The company cannot guarantee that current Replacement Prospectus residing outside Australia should levels or the amount paid per Transaction Fee will be consult their professional advisers on requisite formalities. maintained either at the current level of ATMs deployed This Replacement Prospectus does not constitute an offer in Australia or as the number of ATMs increase. Any in any place in which, or to any person to whom, it would reduction in the average level of transaction fees paid could not be lawful to make such an offer. materially and adversely affect the business or financial condition of the Company. 2.4. Electronic Prospectus This Replacement Prospectus is available in electronic form Further Capital - Although it has no present plans to at www.myatm.com.au. do so, the Company may require further capital to pursue its goals. If further capital is raised, it will have the effect Any person receiving this Replacement Prospectus of diluting existing Shareholders relative holdings in the electronically will on request be sent a paper copy of the Company. Replacement Prospectus by the Company free of charge during the period of the Offer. Applications must be made Effect of Voluntary Share Escrow - A significant by completing a paper copy of the Application Form. The percentage of the Company’s shares are the subject of Company will not accept Application Forms electronically. Voluntary Escrow Agreements made between the Company The Application Form may only be distributed attached and a number of significant Shareholders. The details of the to a complete and unaltered copy of the Replacement escrows are provided at section 16.6 – Voluntary escrow of Prospectus. shares. The effect of this escrow arrangement is to reduce the number of shares that can be traded for the relevant The Company will not accept a completed Application periods. This resulting illiquidity of the Company’s shares Form if it has reason to believe that the Applicant has not may affect their price. received a complete paper copy or electronic copy of the Replacement Prospectus or if it has reason to believe that Assets Mainly Intangible - The Company’s main assets the Application Form or electronic copy of the Replacement are intangibles. Any adverse change in the value of those Prospectus has been altered or tampered with in any way. assets could materially and adversely affect the business or financial condition of the Company.
7 While the Company believes that it is extremely unlikely the Applicant’s security holding in the Company. that during the period of the Offer the electronic version of the Replacement Prospectus will be tampered with or By submitting an Application Form, each Applicant altered in any way, the Company cannot give an absolute agrees that the Company may use the information assurance that this will not occur. Any investor in doubt provided on those forms for the purposes set out in concerning the validity or integrity of an electronic copy this privacy disclosure statement and may disclose of the Replacement Prospectus should immediately it for those purposes to the Registry, Related Bodies request a paper copy of the Prospectus directly from the Corporate, agents, contractors and third party service Company or a financial adviser. providers, including mailing houses and professional advisers, and to other regulatory authorities. The Corporations Act prohibits any person from passing on to another person the Application Form The Corporations Act requires the Company to include unless it is attached to a copy of this Replacement information about security holders (including name, Prospectus or accompanied by the complete unaltered address and details of the securities held) in its public version of this Replacement Prospectus. Prospective register. The information contained in the Company’s Applicants should ensure they download and read the public registers must remain there even if a person Replacement Prospectus in its entirety before completing ceases to be a security holder of the Company. the Application Form. Any person may obtain a hard Information contained in the Company’s register is also copy of this Replacement Prospectus free of charge by used to facilitate distribution payments and corporate contacting the investor call centre 1300 084 771 (within communications (including the Company’s financial Australia) or +61 3 9415 4369 (outside Australia) results, annual reports and other information that the Company may wish to communicate to its security 2.5. Exposure Period holders) and compliance by the Company with legal and Pursuant to the Corporations Act, this Replacement regulatory requirements. Prospectus is not subject to the usual exposure period from the date of lodgement with ASIC. Applicants should If the information required on an Application Form is not bear this in mind. provided, the Company may not be able to accept or process the application. 2.6. Forecasts Projections or other forward looking statements (if any) An Applicant has a right to gain access to the information contained in this Replacement Prospectus are based on that the Company holds about that person subject to the Company’s current expectations about future events. certain exemptions under law. A fee may be charged for They are, however, subject to certain risks (both known access. Access requests must be made in writing to the and unknown), uncertainties and assumptions many of Company Secretary at the Company’s registered office. which are outside the control of the Company and its Directors that could cause actual results, performance 2.9. Application for New Shares or achievements to differ materially from future results, If you wish to apply for New Shares, you must complete performance or achievements expressed or implied by and return the Application Form which accompanies this such projections or other forward looking statements. Replacement Prospectus, together with the Application Money, by the Closing Date. If you have received a copy 2.7. Defined terms and abbreviations of the Replacement Prospectus which does not have an Certain words and terms used in this Replacement Application Form attached, please contact the Investor Prospectus have defined meanings which are set out Call Centre on 1300 084 771 (within Australia) or +61 3 both throughout this Replacement Prospectus and in the 9415 4369 (outside Australia). Dictionary at Section 20 of this Prospectus. 2.10. How to apply for shares 2.8. Privacy It is important that you consider the Offer carefully. If you The Company collects information about each Applicant decide to accept the Offer you must do so in accordance provided on the Application Form for the purpose of with the instructions set out in this Replacement processing applications for New Shares and to administer Prospectus. If you are in doubt about the course you 8 should follow, you should consult your professional 2.12. Payment adviser. An Application Form may only be distributed Payments will only be accepted in Australian currency with, attached to or accompany a complete and unaltered and may only be made by one of the following methods: copy of this Replacement Prospectus. By completing and lodging an Application Form received with this • Cheque drawn on and redeemable at any Replacement Prospectus, the Applicant represents and Australian bank; or warrants that the Applicant has personally received a complete and unaltered copy of this Replacement • Personal cheque drawn on and redeemable at Prospectus prior to completing the Application Form or any Australian bank. Applicants must ensure Priority Application Form (as appropriate). that there are sufficient funds in the account on which the personal cheque is drawn so that the The Company will not accept a completed Application cheque clears in favour of the Company when it Form if it has reason to believe the Applicant has not is first presented for payment. received a complete copy of the Replacement Prospectus or it has reason to believe that the Application Form has Cheques should be made payable to “The My ATM Share been altered or tampered with in any way. Applications Account” and crossed “Not Negotiable”. Receipts for payment will not be provided. If you wish to subscribe for New Shares under the Offer: Application Money will be held in a separate bank • Complete the Application Form attached to account in trust for the Applicant until allotment of the this Replacement Prospectus in accordance with New Shares occurs. The account will be established the instructions set out in the Application Form solely for the purpose of depositing Application Money specifying the number of New Shares which you received. wish to subscribe for; and Application Money will be refunded (in full or in part • Mail your completed Application Form and excluding interest) where an application is rejected or Application Money (by cheque) to the Registry at: scaled back or if the Offer is withdrawn or cancelled. Computershare Investor Services Pty Limited. GPO Box 1903, 2.13. Allocation Adelaide, SA 5001, The Company in consultation with the Sponsoring Broker Australia and its Corporate Adviser will, subject to the Existing Or Novus Capital Limited Shareholder Priority Offer (refer to Section 2.17 below), PO Box R1464, Royal Exchange NSW 1225 determine the allocation of the New Shares in the Offer.
2.11. Acceptance of applications If the demand for New Shares is greater than the amount of New Shares available under the Offer, the Company A completed and lodged Application Form, together will scale back Applications. This means that Applicants with the Application Money for the number of New (other than those applying for a minimum application of Shares applied for, cannot be withdrawn and constitutes $2,000 (or 10,000 Shares) may be allocated fewer New a binding Application for the number of New Shares Shares than they applied for. specified in the Application Form on the terms set out in this Replacement Prospectus. The Application Form 2.14. Closing Date does not need to be signed to be binding. The Company will accept Applications from the Opening Date until 5.00 pm (AEST) on 25 October 2010 or such The Company reserves the right to accept or reject other date as the Directors in their absolute discretion any Application, including Applications that have not may determine. The Company reserves the right, subject been correctly completed or which are accompanied by to the Corporations Act and the ASX Listing Rules, to, cheques that are dishonoured. The Company’s decision without prior notice, close the Offer early, to further as to whether to accept or reject an Application or how to extend the Closing Date or to withdraw the Offer. Any construe, amend or complete it is final. extension of the Closing Date will have a consequential effect on the date for the issue of New Shares. 9 The Company will process Applications daily until the “The My ATM Share Applications Account” and crossed Closing Date. ‘Not Negotiable’.
2.15. Underwriting Completed Application Forms and Application Monies for The Offer is not underwritten. Shares under the Existing Shareholder Priority Offer must be returned by the Priority Closing Date of 5:00pm AEST 2.16. Withdrawal 15 September 2010 to the Registry at: The Company reserves the right to withdraw the Offer, at any time before the allotment of Shares. If the Offer does Computershare Investor Services Pty Limited not proceed, Application Monies will be refunded. No GPO Box 1903, interest will be paid on any Application Monies refunded Adelaide, SA 5001, as a result of the withdrawal of the Offer. Australia
2.17. Existing Shareholder Priority Offer Existing Shareholder Applicants with questions on how A total of 10,000,000 Shares (or $2 million) have been to complete the Application Form should contact the reserved as a priority offer for Existing Shareholders. Investor Call Centre on 1300 084 771 or +61 3 9415 The allocation of Shares under the Existing Shareholder 4369 (outside Australia). Priority Offer will be at the discretion of the Company. 2.18. ASX listing Any Shares not taken up under the Existing Shareholder The Company applied for admission and quotation of its Priority Offer by the Priority Offer Closing Date will be Shares on the ASX within seven days of the date of the available for allocation to other Applicants. Original Prospectus. If granted, quotation of the Shares will commence as soon as practicable after allotment of The Existing Shareholder Priority Offer is only open to Shares to the Applicants. persons who are resident in Australia and are Existing Shareholders, recorded on the share register at 5.00pm, The fact that the ASX may admit the Company to its AEST on 1 September 2010 (“Record Date for the Official List is not taken in any way as an indication by Existing Shareholder Priority Offer”). This Offer is the ASX of the merits of the Company or the New Shares personal to each Existing Shareholder and may not be offered by this Replacement Prospectus. transferred. If the ASX does not grant permission for Listing of the The Offer Price for Existing Shareholders under the Shares within 3 months after the date of the Original Existing Shareholder Priority Offer is $0.20 per Share, Prospectus, or any longer period permitted either by the which is the same Offer Price to Applicants under the Corporations Act or by ASIC in exercising its power to Offer. give relief under the Corporations Act, all applications will be dealt with in accordance with Section 724 of the Applications under the Existing Shareholder Priority Offer Corporations Act. must be for a minimum $2,000 (or 10,000 Shares) and thereafter in multiples of $500 (or 2,000 Shares). 2.19. CHESS and Issuer Sponsored Sub-Register Existing Shareholders should complete the Application The Company will apply to the ASX to participate in the Form with the Replacement Prospectus, marking the Securities Clearing House Sub-register System known as appropriate box in accordance with the instructions on CHESS. CHESS is operated by the ASX Settlement and the guide to the Application Form. That Application will Transfer Corporation Pty Ltd (ASTC) in accordance with then be deemed to be an Application under the Existing the ASX Listing Rules and the ASTC settlement rules. Shareholder Priority Offer. A completed Application Under CHESS, the Company will not be issuing certificates Form under the Existing Shareholder Priority Offer to investors who elect to hold their Shares on the must be accompanied by a cheque(s) or bank draft in CHESS sub-register. After allotment of the New Shares, Australian dollars and drawn on an Australian branch of Shareholders will receive a CHESS holding statement. an Australian bank. Cheque(s) must be made payable to 10 The CHESS holding statements, which are similar in style 2.23. Sponsoring Broker to bank account statements, will set out the number of Novus Capital Limited is the Sponsoring Broker to the New Shares allotted to each Shareholder pursuant to Offer on the terms set out in the Sponsoring Broker this Replacement Prospectus. The statement will also Mandate summarized in Section 16.15 - Interest of advise holders of the identification number and explain for experts and advisors. future reference the sale and purchase procedures under CHESS. Further statements will be provided to holders 2.24. Inquiries which reflect any changes in their shareholding in the Inquiries concerning the Application Form and this Company during a particular month. Replacement Prospectus should be directed to the Investor Call Centre on 1300 084 771 (within Australia) 2.20. Ranking of New Shares or +61 3 9415 4369 (outside Australia). Also available The New Shares will, when issued, rank equally in all for enquiries is Novus Capital Limited at 1800 450 444 respects with the existing Shares in the Company. (within Australia) or +61 2 9375 0100 (outside Australia)
2.21. Taxation implications For further information on the Company please visit The Directors do not consider it appropriate to give www.myatm.com.au prospective Applicants advice regarding the taxation consequences of investing in the Company, as it is not possible to provide a summary of the possible taxation positions of all Applicants.
It is the obligation of prospective Applicants to make their own inquiries concerning the taxation consequences of an investment in the Company. If you have any questions about the taxation consequences of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.
2.22. Foreign selling restrictions No action has been taken to register or qualify the Shares, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and the Offer is not an offer or invitation in any jurisdiction where, or to any person whom, such an offer or invitation would be unlawful.
However, subject to the restrictions in relation to the United States outlined below, the Company reserves the right to offer the New Shares to any investor, where to do so would not be in breach of the securities law requirements of the relevant jurisdiction.
The New Shares have not been, and will not be, registered under the Securities Act 1933 (US) and may not be offered or sold to US persons except under an available exemption from registration under the Securities Act 1933 (US).
11 3. CHAIRMAN’S LETTER
My ATM Holdings Limited PO Box 7155, West Lakes South Australia 5021 76/155 Brebner Drive, West Lakes South Australia T +61 8 8353 6957 F +61 8 8353 0567 E [email protected] www.myatm.com.au
ABN: 47 135 624 314 Dear Investor
On behalf of the Directors of MY ATM HOLDINGS LIMITED ACN 141 509 426 (the Company), to be listed on the ASX, I am pleased to present this Replacement Prospectus and offer you the opportunity to become a shareholder.
The Company operates in the ATM market. The Company has two business units, My ATM Pty Ltd, as trustee of The ATM Enterprise Unit Trust (My ATM), which sells ATMs and Aussie ATM’s Pty Ltd (Aussie) which deploys ATMs.
The ATM market has experienced significant change after reforms were introduced by the Reserve Bank of Australia in March THREE 2009 allowing ATM owners to charge a direct fee to any cardholder who uses their ATM. According to the latest available Reserve Bank of Australia’s statistics (March 2009 to February 2010 ), the Company estimates that on an annual basis, all ATMs in Australia generate over 834.7 million transactions (a monthly average of 69.5 million) at a total value of $150.7 billion (a monthly average of $12.5 billion). The Company has only a minute share of this huge market, nevertheless, the Company is proud to be involved in this exciting and important industry.
Since commencing operations in early 2009 and the date of the Original Prospectus, My ATM has completed the sale of 1349 ATMs while Aussie, which commenced operations in mid 2009, has, at the date of the Original Prospectus, a fleet (“network”) of 474 ATMs.
The Company is committed to listing on the ASX because it offers a sophisticated capital market, a sustainable corporate governance environment and a platform for future international expansion.
The proceeds from the Offer will be used to progress the Company’s business goals over the next three years. This Replacement Prospectus outlines the Company’s products, operations and financial position. You should read it carefully before making a decision to invest.
The Board of the Company commends the Offer to you and looks forward to welcoming you as a shareholder.
Yours faithfully
Kym Albert Weir Chairman
MAJOR PARTNER OF THE PORT ADELAIDE FOOTBALL CLUB
12 3. CHAIRMAN’S LETTER
Signing of agreement (L-R): Tim Scala, Kym Weir and Grant Chapman
13 14 Australians are prolific users of users areprolific ATMs. Australians ATM the Why market? investin 4.1. I 4. The competitive advantages that the Company enjoys are detailed at Section 10.2 enjoys at Section aredetailed Company of thatthe this Offer. advantages competitive The FO management team. and effective strong under a Company’s growth haveThe business units significant experienced in ATM active the market. very been time, have have they trading forarelatively been short ATM andAussie) Company’s the (My business units Although Company? the Why investin 4.2. in ATM the market. to generate revenue expected be features forparticipants can insurance. such as of these All andsell in-store promotions products through their screens,advertise largetouch and reward cards makeaccess donations, cards, gift purchase events, to entertainment tickets buy cards, phone simple dispensing cash machines. example, to For pay allow bills, ATMscan acardholder current model recharge features thatallow andcapabilities morethan to with them be devices computer ATMsare sophisticated model Current minute share of that huge market. approximately all withdrawing $150.7 million 834.7 from ATMsin Australia transactions onlya billion. has Company The UR anannual on are basis,there 2010), to February 2009 (March statistics available latest to the According RBA N VE S TME N T HIGH L IGHT S 4. INVESTMENT HIGHLIGHTS 5. DETAILS OF THE OFFER
5.1. The Offer The Offer contained in this Replacement Prospectus is an invitation to subscribe for 50,000,000 New Shares in the Company at an Issue Price of $0.20 per New Share to raise $10,000,000.
Applications must be for a minimum of 10,000 New Shares ($2,000) and thereafter in multiples of 2,500 New Shares ($500).
5.2. Minimum subscription IVE For the purposes of Section 723 (2) of the Corporations Act, the Minimum Subscription for the Offer is 20,000,000 New Shares to raise $4,000,000.
If the Minimum Subscription is not achieved within 4 months after the date of this Replacement Prospectus, the Company will issue a supplementary or replacement Prospectus and allow Applicants one month to withdraw their F applications and be repaid their Application Money (excluding interest).
In accordance with the Corporations Act, no New Shares will be allotted by the Company until the Minimum Subscription has been subscribed.
5.3. Use of proceeds If the Offer is fully subscribed, the proceeds from the IPO will be used to progress the business goals of the Company. If only the Minimum Subscription is achieved, the Company will scale back its activities. The following Table sets out the use of proceeds on raising either the Maximum or the Minimum Subscriptions.
Business objectives Allocation of Proceeds
Minimum Maximum Subscription Subscription
Domestic and international marketing of products and $500,000 $1,700,000 expansion of sales network
Working capital $500,000 $500,000
To complete the purchase of Site Agreements from ATMs Australia $834,000 $834,000 (refer to Section 17.7 – Material Agreements)
To provide a reserve of ready funds to allow the Company to $987,871 $5,485,469 acquire competitors, Site Agreements and/or businesses operating in the same or complementary markets.
Estimated costs of conducting the Offer (including brokerage, $1,178,129 $1,480,531 legal costs, financial expert’s costs and other fees)
Total $4,000,000 $10,000,000
If more than the Minimum but less than the Maximum Subscription is raised, after payment of the costs of the Offer, the amount payable to ATMs Australia and setting aside the specified amount for working capital, the balance will be allocated on a pro rata basis between the remaining uses of funds.
If the Minimum Subscription is raised, the Company will have enough working capital to carry out its business objectives. 15 Breakdown of Estimated Offer Costs
Maximum Minimum Subscription Subscription Item $ $
Legal Fees $200,000 $200,000
Investigating Accountants Report and Accounting Fees $82,282 $82,282
Management & Sponsoring Brokers Fees $370,000 $370,000
Brokerage $700,000 $400,000
ASX Listing Fees $78,249 $75,847
Misc (Printing etc) $50,000 $50,000
Total $1,480,531 $1,178,129
16 6. DIVIDEND POLICY
The extent, timing and payment of dividends will be determined by the Directors based on a number of factors, including earnings and the financial performance and position of the Company. The Directors intend to pay dividends to the extent that earnings and cash permit the payment of dividends without compromising the Company’s business goals.
6A. EXECUTIVE SUMMARY AND SUPPLEMENTARY INFORMATION
Business Environment, Business Model, Business Strategy The following is an executive summary of Sections 7-10 which provide important information regarding the Company’s Business Model, Business Environment and Business Strategy and certain supplementary information.
The Company has 2 fully owned Business Units.
A. MY ATM Pty Ltd (“My ATM”) - ATM sales • Purchases ATMs from manufacturers and distributors with volume discounts at wholesale prices; and • Derives its revenue and profit from the sale of ATMs to clients who wish to operate an ATM business.
B. Aussie ATM’s Pty Ltd (“Aussie”) - ATM deployment • Is an Independent Deployer of ATM machines (i.e. locates sites, and services ATM machines); • Enters into agreements (“Site Agreements”) with Site Owners;
• Derives revenue and profit from portion of transaction fees (generally minimum 5 years) charged to ATM users.
General Overview • The key participants in the ATM Industry include: Financial Institutions, Independent Deployers, Site Owners, ATM Owners and Cardholders. • The ATM market has experienced change after reforms were introduced by the Reserve Bank of Australia in March 2009 allowing ATM owners to charge a direct fee to cardholders. • The RBA reports, as at 30 June 2009 (the latest available figures), there were 27,108 ATMs operating in Australia. At the date of the Original Prospectus, Aussie had a fleet of 474 ATMs. Details for the RBA’s records of ATMs deployed in Australia are available at:
• According to the latest RBA statistics, on an annual basis, all ATMs in Australia generate over 834.7 million transactions (an average monthly average of 69.55 million) at a total value of $150.76 billion (an average monthly average of $12.56 billion). The Company has only a minute share of that huge market.
17 A. My ATM
Business Model The Traditional Independent Deployer Model
• In a traditional model, the Independent Deployer is also generally the ATM Owner.
Traditional Independent Deployer Business Model is a Two Party Arrangement between a Site Owner and an Independent Deployer
INDEPENDENT DEPLOYER Site Agreements provide for rent payments or a share of Transaction Fees payable to the Site Owner by SITE OWNER the Independent Deployer
The My ATM Model
• The Company has developed and operates a model that is nontraditional. It is different in that clients who purchase ATMs from My ATM may enter into an ATM Agreement with an Independent Deployer from a pool introduced by My ATM. Under an ATM Agreement, both parties co-operate to provide ATM Services to Cardholders. The ATM Owner retains a share of the Transaction Fee from each transaction made through its ATM or a minimum monthly payment by the Independent Deployer who pays all costs of operating the ATM. Arrangements with Site Owners remain unchanged.
The My ATM Model is a Three Party Arrangement between an ATM Owner, an Independent Deployer and a Site Owner
ATM Agreement provides for a share of Transaction Fees to ATM OWNER the ATM Owner by the Independent Deployer INDEPENDENT DEPLOYER Site Agreements provide for rent payments or a share of Transaction SITE OWNER Fees payable to the Site Owner by the Independent Deployer
18 • The My ATM non traditional business model which involves the participation of third parties who own an ATM and have service and Transaction Fee sharing arrangements with Independent Deployers may have application in overseas ATM markets • The Company intends to investigate opportunities for My ATM in the ATM markets in South Africa, the United Kingdom, Malaysia, Italy, China and the United States. The Company believes those investigations may offer opportunities for the Company to expand its sales of ATM operations overseas. Whether or not and to what extent the Company pursues these opportunities will depend upon the nature of those opportunities. (Refer to Section 9.1 – Target Markets – International)
Market Share • The Company is not aware of any information available relating to the number and type of ATMs sold in Australia annually. Some guidance can be obtained from statistics published by the RBA which has recorded an average increase of 909 per annum ATMs deployed in Australia for the four years from 30 June 2005 to 30 June 2009. However, this is an absolute increase in the number of ATMs deployed in the market but it does not account for any ATMs which have been replaced with new ATMs • My ATM has, since commencing operations in 2009, completed the sale of 897 ATMs to clients in Australia and 452 in New Zealand, a total of 1349
Competitors • My ATM purchases ATMs from manufacturers and/or distributors with volume discounts at wholesale prices; and sells ATMs to its clients who wish to operate an ATM business in co-operation with an Independent Deployer • There are a large number of manufacturers and distributors of ATMs operating in Australia • The Company is not aware of any business that may be competing directly in My ATM’s target market
Suppliers • There are a number of suppliers of ATMs operating in Australia • My ATM has an exclusive distribution agreement with Eastern Communications Co. Ltd for their product within Australia • My ATM is not locked into any one supplier or manufacturer of ATMs and is thus able to negotiate favorable pricing and other terms from competing suppliers
Clients • My ATM’s target market is companies or individuals who wish to operate in the ATM market as owners of ATMs • These owners generally lack the number of ATMs and/or the resources to perform or economically outsource the installation, switching, repairs & maintenance services required to operate that business as a traditional Independent Deployer, therefore use companies like Aussie
Products • My ATM purchases various makes and models direct from manufacturers and/or distributors for the following: a. Business Hours ATMs, b. 24 Hours Level 1 ATMs and c. Through the Wall ATMs (Refer to Section 9.4 – ATM Products for more details)
19 Legal Description • MY ATM Pty Ltd ACN 135 624 314 (My ATM) as trustee of the ATM Enterprise Unit Trust which was established by deed dated 15th May 2009 (and amended by Supplemental Deed dated 29th March 2010). The Company owns all the issued units of the Unit Trust and al the issued shares of My ATM. (Refer to Section 9 – Corporate structure for more details)
Growth • My ATM Pty Ltd (the marketing company) does not plan to make any acquisitions or investments.
• My ATM intends to research ATM products and technologies so it can secure and offer to its target market the latest ATM products and related technologies. • The Company intends to leverage on its competitive advantages including: - Expanding its client base through marketing initiatives; - Only offering high quality ATM products; - Maintaining relationships with Clients; - Enhancing and promoting its “My ATM“ brand
B. Aussie
Business Model • Aussie is an Independent Deployer. It commenced operations in June 2009. It negotiates and enters into Site Agreements for the installation of its fleet (“network”) of ATMs. (Refer to Section 7.4 – for more details) • Independent Deployers generally buy or lease their own ATMs which they deploy at a site under a Site Agreement between it and the owner or occupier. Generally (but not always), Site Agreements provide that after a certain threshold of ATM Transactions is reached, the Site Owner is entitled to a share of the Transaction Fee paid by Cardholders and the Independent Deployer retains the balance from which it pays the ATM’s operating costs. • Under the Company’s non traditional business model, the Transaction Fee (between $2.00 and $2.50) paid by a Cardholder using an ATM is shared between the three parties (ATM Owner, Site Owner and Independent Deployer)
Illustration:
X cents paid to ATM Owner
Y cents paid to Site Owner
Z cents paid for ATM operating costs
Balance retained by Independent Deployer
20 Market Share • Aussie has been trading since June 2009 and at the date of the Original Prospectus had a fleet of 474 ATMs deployed. The RBA records that the total ATMs deployed in Australia at 30 June 2009 was 27,108
Competitors • Aussie’s competitors are Financial Institutions who deploy ATMs, and Independent Deployers. Details of Aussie’s competitors and their ATM networks are provided at Section 10 – Competitors
Suppliers • Aussie is a service provider. It has industry standard contractual arrangements with Information and Communications Technology Suppliers who provide connectivity and ‘switching’ services for Aussie’s ATMs
Clients • Aussie’s clients are: 1. Site Owners who own or occupy sites that are suitable for the placement of an ATM and 2. ATM Owners who purchase an ATM from My ATM and have entered into a Site Agreement with Aussie (Refer to Section 9.1 – Target markets – Australia).
Products • Aussie is a service provider. It does not market products • Aussie has no plans to operate outside Australia.
Legal Description • Aussie ATM’s Pty Ltd (ACN 130 408 169) is a proprietary company limited by shares all of which issued shares are owned by the Company. (Refer to Section 9 – Corporate structure for more details)
Growth • Aussie plans to increase its existing fleet of ATMs through organic growth using its own sales team & external sales commission sales agents and also through the acquisition of Site Agreements from Independent Deployers and/or the acquisition of their businesses. Aussie’s potential targets in this regard are Independent Deployers with fleets of 300 ATMs or less
• The Company intends to leverage on Aussie’s competitive advantages including: - Expanding Aussie penetration of its client bases through marketing initiatives; - Maintaining relationships with ATM Owners and Site Owners; and - Enhancing and promoting its “Aussie” brand
21 7. THE COMPANY AND ITS BUSINESS N 7.1. The Company’s business The company operates in the ATM market as a vendor of ATMs primarily to companies and individuals who wish to participate in the ATM market but where they do not have the infrastructure or the critical number of ATMs to operate a viable ATM business. These clients are introduced to a number of Independent Deployers of ATMs who provide services in co-operation with the ATM Owner, including installation at a site under contract to that Independent Deployer who also maintains and services the ATM. The ATM Owner retains a share of the Transaction Fee from each transaction made through its ATM or a minimum monthly payment by that Independent Deployer. The original business concept was developed by Timothy John Scala and Ross Alexander Cameron (who were directors of the Company and its business units from their inception) and Donald Brownlie Fleming. All three are significant shareholders of the Company. Because Mr Fleming had health issues and been involved in unsuccessful business enterprises in the past, one of which resulted in his bankruptcy more than 20 years ago, Mr Fleming did not wish to be involved and was never involved either as a director or employee of the Company or any of its business units. However, through his associated company, Shulamite Pty Ltd, he and his wife Dee Dee Fleming provided marketing consulting services to the Group that assisted it in the initial establishment of its commission sales agent network in Australia and overseas (refer to Section 17.6 - Material Contracts, Consulting Agreement – Shulamite Pty Ltd). EVE 7.2. The Company’s business units The Company operates the following business units:
MY ATM Pty Ltd (“My ATM”) as trustee of the ATM Enterprise Unit Trust (“Unit Trust”) which is wholly owned by the Company and: S • Purchases ATMs from manufacturers and distributors with volume discounts on wholesale prices; and • Sells ATMs to its clients who wish to operate an ATM business in co-operation with an Independent Deployer.
Aussie ATM’s Pty Ltd (“Aussie”) is a wholly owned subsidiary of the Company that: • Enters into agreements (“Aussie Site Agreements”) with occupiers of locations (“Site Owners”) that are suitable for the placement of an ATM; and • May enter into co-operative agreements (“ATM Agreements”) with a client (ATM Owner) who purchases an ATM from My ATM under which the Transaction Fee is shared and Aussie, at its cost, provides the services needed to operate and maintain the ATM Owner’s ATM at a location that is the subject of an Aussie Site Agreement; and • After payment of any ATM Owner’s and Site Owner’s share of the Transaction Fee or minimum monthly repayment, the balance (if any) is retained by Aussie.
Places of Business The Company’s principal place of business is “76”, 155 Brebner Drive, West Lakes South Australia, and also operates through commission sales agents in Victoria, Queensland, Western Australia, New South Wales and Singapore
Staff At the date of the Original Prospectus its business units currently employ 20 full and part time staff and have arrangements with approximately 50 external installation and other contractors
22 7. THE COMPANY AND ITS BUSINESS
7.3. Other stakeholders Clients of My ATM who: • Purchase ATMs from My ATM; and • Enter into ATM Agreements with an Independent Deployer (including Aussie) which (amongst other benefits) entitle them to share the Transaction Fee generated by their ATMs (refer to Section 17.3 – Material Contracts, ATM Agreements)
Site Owners who: • Enter into Site Agreements with Aussie for the installation of an ATM on their premises; and • Receive an agreed portion of the Transaction Fee after an agreed threshold number of transactions are reached (refer to Section 17.4 – Material Contracts, Site Agreements)
Cardholders who: • Withdraw cash and make Financial Institution balance inquiries from ATMs; • Use other ATM services as developed; and • Pay a Transaction Fee per withdrawal and/or balance inquiry from ATMs (other than their own Financial Institution’s ATMs)
Financial Institutions (such as Banks, Building Societies and Credit Unions) who: • Issue the cards to cardholders; • Provide ‘clearing house’ functions for ATM transactions; and • Provide financing arrangements for ATM Owners
ATM Suppliers who: • Manufacture and supply ATMs; and • Provide warranty, service and spare parts for ATMs
Information and Communications Technology Suppliers who: • Provide connectivity and ‘switching’ services for ATMs
7.4. Business model ATM sales My ATM is a vendor of ATMs. It has developed strong relationships with manufacturers and distributors and it has successfully negotiated volume discounts for their products. Its clients are broadly based with, in addition to domestic sales, significant sales to overseas clients resident in the US, Canada, The United Kingdom, Singapore and Malaysia. In addition to its own sales team, the Company has established arrangements with external domestic and overseas commission sales agents to market its products.
ATM deployment Aussie is an Independent Deployer. It commenced operations in June 2009. Aussie has its own contractors but also has an agreement with iCash Australia Pty Ltd ACN 096 946 548 (“iCash”), a subsidiary of iCash Payment Systems Limited an ASX listed company, under which iCash (at cost) may be required to provide installation, switching, maintenance and other services to Aussie.
23 It negotiates Site Agreements for the installation of its fleet (“network”). Site Agreements are regarded as having significant commercial value because of future income streams generated by ATMs from those sites. One of the major benefits of the business model adopted by the Company is that an Independent Deployer does not need to source significant amounts of capital as the ATMs are owned by third parties. ATMs are rarely relocated from an installed site unless they fail to generate an acceptable number of transactions. Notwithstanding the success of the My ATM business model, Aussie may in the future consider expanding its fleet of ATMs through direct purchase.
7.5. Income streams From Sales My ATM derives income from the sale of ATMs. Since commencing operations in early 2010 until the date of this Offer, My ATM has completed the sale of 1,349 ATM’s to clients in Australia and overseas. After paying direct costs, My ATM has made an average gross profit in excess of $2,500 per completed ATM sale.
From Deployment Aussie derives revenue from Transaction Fees paid by Cardholders who use ATMs operated by Aussie. The amount that can be charged by a deployer of an ATM as a Transaction Fee is not regulated but is market driven. Cardholders typically pay a Transaction Fee of $2.00 to $2.50 per withdrawal from a non Financial Institution ATM or a Financial Institution ATM with which they do not have an account. Aussie charges a Transaction Fee of between $2.00 and $2.50 per withdrawal from the ATMs deployed by it. From each Transaction Fee received by Aussie, it pays a share to the Owner of the ATM and also the Site Owner. In addition, it pays the costs of processing the transaction by the Information and Communications Technology Supplier who provides connectivity and ‘switching’ services to that ATM and telephone company charges. After making those payments Aussie retains the balance. Aussie has a policy of not entering into a Site Agreement unless it believes that the site is reasonably capable of reaching and maintaining at least 600 transactions per month. It has developed protocols to aid it in determining the potential viability of a particular ATM site such as evaluating traffic flow, setting minimum thresholds of monthly Transactions Fees to be set before sharing Transaction Fees with Site Owners, proximity to other ATMs and the nature of the business operating from the site. Newly installed ATMs may take up to 6 months or more to settle into an acceptable level of Transaction Fees. ATMs installed at a site that fails to achieve a satisfactory level of Transaction Fees are relocated to other sites. At the date of the Original Prospectus, across its fleet of ATMs that have been installed for 6 months or more, Aussie has taken an average Transaction Fee in excess of $2.00 per withdrawal, from which it makes an average in excess of $0.50 gross profit per withdrawal (after payment of direct expenses). At the date of this Offer, Aussie had deployed a fleet of 474 ATMs. Based on Reserve Bank of Australia statistics, the Company estimates that in Australia, the average number of withdrawals made from non-Financial Institution ATMs is 1,018 per month per ATM (refer to Section 8.3 – Market Size) In the two months prior to the date of this Offer, Aussie had deployed an average of 11 ATMs per week. Each ATM installed under a Site Agreement will, subject to proper maintenance and repair, produce revenues for the term of that Site Agreement which usually have an initial term of five years with provisions for renewals or extensions.
24 7.6. No forecasts in Offer of future income streams The Company’s business units have been operating for only a relatively short time. Because of the lack of significant historical data upon which they can rely, the Directors have refrained from making any forecasts in this Offer relating to future revenues or profits of its business units.
7.7. Company’s plans The Company plans to expand its penetration of the ATM market by continuing to sell ATMs and increasing its fleet of ATMs.
Aussie plans to increase its existing fleet (“network”) of ATMs through organic growth using its own sales team & external commission sales agents and also through the acquisition of Site Agreements from Independent Deployers and/or the acquisition of their businesses. A significant portion of the proceeds of the Offer will be allocated to this purpose (refer to Section 5.3 – Use of Proceeds).
Aussie has already purchased 150 Site Agreements from an Independent deployer - ATMs Australia. (Refer to Section 17.7). Aussie has had exploratory discussions with a number of other smaller Independent Deployers and believes that there are opportunities to acquire further Site Agreements or Independent Deployer businesses.
Site Agreements are valuable because they can produce recurring revenues for the term of that Site Agreement. The value of a Site Agreement is determined by reference to a present value calculation of the average gross return per ATM site per month multiplied by the months remaining for the term of the Site Agreement. The value or purchase price for a Site Agreement, the transaction volumes, the length of the term remaining on the contract, the amount paid to the site owner and the transaction fee being charged are all factors to be taken into consideration. Clearly, the higher the returns produced, the more valuable the site.
A significant portion of the funds sought by this Offer will be used to establish a ready reserve of funds available to acquire Site Agreements and businesses as they become available for purchase. The Company has established strict investment criteria to determine the value of any particular Site Agreement which involves business sensitive matters such as minimum thresholds of average monthly Transactions Fees, proximity to other ATMs, the remaining term of the Site Agreement and the nature of the business operating from the site.
The Company considers if that the Maximum Subscription is achieved, the amount allocated for such acquisitions will be sufficient for the next three years. If more than the Minimum but less than the Maximum Subscription is raised the Company only make acquisitions within the next three years commensurate with the funds allocated for that purpose. However, if an acquisition opportunity presents itself in the future which, in the opinion of Directors, is in the best interest of the Group, the Company may seek to raise further capital to effect that acquisition.
ATM Sales My ATM intends to increase its ATM sales by undertaking marketing initiative in Australia and overseas. A portion of the funds sought to be raised under this Offer will be allocated for that purpose. These initiatives include advertising, both internet and mainstream media, seminars and direct mail.
The Company considers that if the Maximum Subscription is achieved, the amount allocated for marketing purposes will be sufficient for the next three years. If more than the Minimum but less than the Maximum Subscription is raised the Company scale back its marketing initiatives commensurate with the funds allocated for that purpose.
25 8. ATM MARKET OVERVIEW
8.1. Introduction The Australian ATM market is large and growing.
The ATM market was originally dominated by the “at branch” facilities of banks seeking to minimize staff costs and migrate Cardholders away from high cost interpersonal transactions to lower cost electronic transactions. Over the past 20 years, Australia has seen rapid growth of non- financial institutions and of standalone ATMs in shopping centres, department stores, clubs, pubs and petrol stations following the North American experience of ATMs in individual retail outlets.
In August 2007, the RBA endorsed reforms of the ATM system in Australia first proposed by a Federal Parliamentary Committee in 2001. From 3 March 2009, ATM owners are able to direct charge a Transaction Fee to any cardholder who uses their ATM. The Transaction Fee must be clearly disclosed and directly charged to the cardholder at the time of the transaction.
These changes were part of a commitment by the RBA to make ATM fees more transparent, to increase competition and to encourage investment in the ATM Market.
8.2. ATM market participants Participants in the ATM market in Australia include Financial Institutions and Independent Deployers who either own their own ATMs or “operate” ATMs owned by third parties, usually merchants who site ATMs at their business premises.
Financial Institutions generally do not charge their card holders for the use of their ATMs, however, they do charge a Transaction Fee to Cardholders of other Financial Institutions.
8.3. Market size Statistics relating to the ATM market in Australia can be found at the RBA web site
Important statistics for the ATM include:
Number of ATMs - The RBA reports, as at 30 June 2009 (the latest available figures), there were 27,108 ATMs operating in Australia. (At the date of the Original Prospectus, the Company had a fleet of 474 ATMs)
Number of Transactions - The RBA also publishes figures for the total number and amount of cash withdrawals from ATMs and their value
26 The table below is an extract from RBA statistics showing the details for the 12 months to February 2010. It covers “transactions made to obtain cash from ATMs initiated using a proprietary or scheme debit card issued by Financial Institutions.”
In the Table, the columns “At own ATMs“, “Total” and “Other than Own ATMs” have the following meanings: “At own ATMs” means those domestic ATM cash withdrawals initiated using a debit card at an ATM or cash dispenser where the card used to initiate the transaction is issued by the same institution that owns the ATM or acquires the transaction.
“Total” covers domestic and international ATM cash withdrawals initiated using a debit card at an ATM or cash dispenser. Figures reported for the value of ATM cash withdrawals do not include the value of any charges imposed by ATM owners on Cardholders at the time a transaction is undertaken.
“Other than Own ATMs” means domestic and international ATM cash withdrawals initiated using a debit card at an ATM or cash dispenser where the card used to initiate the transaction is NOT issued by the same Financial Institution that owns the ATM or acquires the transaction.
At own ATMs Total Other than Own ATMs Period Number Value Number Value Number Value ‘000 $m ‘000 $m ‘000 $m
Mar-2009 44,093 8,630 71,299 12,776 27,206 4,146 Apr-2009 42,157 8,379 69,590 12,712 27,432 4,334 May-2009 43,461 8,247 70,807 12,428 27,346 4,181 Jun-2009 40,693 7,875 66,870 11,917 26,177 4,042 Jul-2009 43,056 8,569 72,253 13,231 29,197 4,663 Aug-2009 42,276 8,293 70,733 12,708 28,457 4,415 Sep-2009 41,417 8,170 69,846 12,666 28,429 4,496 Oct-2009 43,902 8,715 72,383 13,133 28,481 4,418 Nov-2009 41,366 8,090 69,073 12,323 27,707 4,232 Dec-2009 43,688 9,078 72,870 13,873 29,182 4,795 Jan-2010 39,297 7,657 65,852 11,739 26,555 4,082 Feb-2010 38,151 7,433 63,154 11,249 25,003 3,816 Total 503,557 99,135 834,731 150,756 331,173 51,621
Source: RBA
27 Thus on an annual basis, all ATMs in Australia generate over 834.7 million transactions (an average monthly average of 69.55 million) at a total value of $150.76 billion (an average monthly average of $12.56 billion). The Transaction Fee for a non-Financial Institution cardholder at a Financial Institution ATM and independent ATM withdrawal is typically $2.00. Assuming that non-Financial Institution cardholder transactions at a Financial Institution ATM each incurred a $2.00 Transaction Fee, the size and value of the “Non Financial Institution ATM market” could be estimated as follows:
Parameter Item Quantity (Est.)
per month Number of Transactions Charged 27,598,000
per month Average withdrawals per ATM 1,018
per month Value of Transactions $4,301,750,000
per month Revenue Generated by Transaction Fees (@$2.00) $55,196,000
Annual Revenue Generated by Transaction Fees (@$2.00) $662,352,000
Average Amount per Withdrawal $156
On this basis the Company estimates that the value of the ATM market in terms of Transaction Fees paid by Cardholders could be approximately $660 million annually.
28 29 e 9. CORPORATE STRUCTURE
The Company is a public company limited by shares and registered in the state of Victoria. It owns all the issued shares of My ATM which is trustee of the Unit Trust, all the units of which are owned by the Company. The trust assets include all the issued shares of MY ATM (NZ) Ltd, a company incorporated in New Zealand (“My ATM NZ”).
In addition, the Company owns all the issued shares of Aussie, an Australian proprietary company limited by shares. n Figure 1 below illustrates the Company’s group structure: i
MY ATM Holdings Limited
The ATM Enterprise Unit Trust n
MY ATM Pty Ltd (trustee of the ATM Enterprise Unit Trust) Aussie ATM’s Pty Ltd
MY ATM (NZ) LTD Figure 1
The Company currently has 58 shareholders.
The corporate structure of the Company resulted from the restructure described below (“Restructure”):
• Restructure of Issued Units of the Unit Trust
The Company acquired all the units of the Unit Trust under a Deed of Restructure effective from 1 April 2010. Pursuant to that Deed all the then holders of all the units in the Unit Trust exchanged their units for Shares leaving them with the same percentage of Shares as previously held units in the Unit Trust (refer to Section 17.1 - Material Agreements, Deed of Restructure for more details).
• Takeover of Aussie
On 2 April 2010, the Company completed scrip for scrip takeover offers which were accepted by all the Aussie shareholders thus acquiring 100% of the issued shares of Aussie in exchange for Shares (refer to Section 17.2 - Material Agreements, Takeover of Aussie for more details).
9.1. Target markets - Australia Expanding its operations in Australia is the Company’s main priority.
The Company has two target markets in Australia.
My ATM’s target market is companies or individuals who wish to operate in the ATM market as owners of ATMs but lack the number of ATMs and/or the resources to perform or economically outsource the installation, switching, repairs & maintenance services required to operate that business as a traditional Independent Deployer. 30 9. CORPORATE STRUCTURE
Aussie’s target market is owners and occupiers of sites located within high traffic areas such as hotels, clubs, fast food restaurants, pharmacies, shopping malls, outlet stores and supermarkets.
9.2. Target markets – International The My ATM non traditional business model which involves the participation of third parties who own an ATM and have service and Transaction Fee sharing arrangements with Independent Deployers may have application in overseas ATM markets. My ATM NZ has already sold 452 ATMs in New Zealand and the Company intends to investigate opportunities in the ATM markets in South Africa, the United Kingdom, Italy, China and the United States. The Company believes those investigations may offer opportunities for the Company to expand its ATM sales operations overseas. Whether or not and to what extent the Company pursues these opportunities will depend upon the nature of those opportunities.
9.3. Acquisitions The Company intends to achieve its business goals through organic growth and the acquisition of Site Agreements from other Independent Deployers and/or the acquisition of competitors or businesses operating in the same or complementary markets.
Aussie has already acquired a number of Site Agreements from Independent Deployers (refer to Section 17.7 - Material Agreements, ATMs Australia for more details).
The Company’s Board has established strict criteria for the acquisition of Site Agreements and a major use of funds to be raised by this Offer will be to make further similar acquisitions.
9.4. ATM Products Overview Most ATMs located in convenience stores, supermarkets, clubs and other retail locations, come with two types of safes or security cabinets for securing money. One such type of ATM safe is the “Business Hours” safe and the other the “24 Hours Level 1” safe. Both safes have to meet the International UL 291 security standard designed by Underwriters Laboratories, an independent product-safety testing company. This standard requires that the ATM has to offer a degree of protection against unauthorized removal of currency and the removal or manipulation of transaction records. “Through the Wall” ATMs have superior security features and are installed to allow cardholder access from the street on a 24 hour basis.
Business Hours ATM This is an ATM with a Business Hours safe designed to store cash only during business. The money stored in this type of safe is usually removed at the close of the business day. The metal of the Business Hours ATM can withstand a physical attack from a robber armed with wires, lines, chisels, pry bars, or wrenches for at least five minutes. This gives enough time for the store owner, manager, or employee to call the police. A Business Hours ATM that meets the UL 291 standard usually weighs 125 kg. My ATM currently sells these units for $14,000 plus GST each (which includes installation costs).
24 Hours Level 1 ATM ATMs with Level 1 safes are designed for use 24 hours a day. They weigh around 250 kg. The Level 1 safe can withstand physical pressure of 50,000 psi. This type of ATM is designed to withstand attacks on the currency container from the cardholder access panel for 30 minutes. Attacks on other portions of the safe, using picks and portable electric tools like drills and grinders, can be resisted by this type of safe for up to 15 minutes. My ATM currently sells these units for $20,000 plus GST each (which includes installation costs).
31 Through the Wall ATMs Through the Wall ATMs are available in many sizes and specifications. Generally they are much heavier than Business Hours and 24 Hours Level 1 ATMs and have superior security features. My ATM is the exclusive distributor in Australia and New Zealand for Eastern Communications Co. Ltd (“Eastcom”) which is a Chinese ATM manufacturer and member of the Shanghai Stock Exchange listed Putian Eastcom Communications Group Co. Ltd. It manufactures the Potevio 8100 “through the wall” ATM. As a result, My ATM is able to offer a lower cost “through the wall” ATM which can be placed in high traffic city locations with 24 hour access from the street. Aussie’s sales staff and commission sales agents will pursue owners and occupiers of such sites with a view to securing suitable Site Agreements. The Potevio 8100 ATM has not yet been certified by the Australian Payments Clearing Association, however if and when it is certified, My ATM intends to offer the Potevio 8100 ATM for $37,500 plus GST each (which includes installation costs).
32 10. COMPETITORS n 10.1. Background Aussie’s competitors in the deployment of ATMs include Financial Institutions and Independent Deployers who typically own or lease the ATMs which they deploy.
Australian Financial Institutions have deployed large fleets of ATMs but do not charge a Transaction Fee to their own Cardholders for the use of their ATMs. They do, however, charge non-account holders who use their ATMs. Some smaller Financial Institutions have pooled their ATMs under a common brand and allow their Cardholders free access to that network’s ATMs (for example RediATM and FeeSmart). Other Financial Institutions have entered into agreements with an ATM network owner to provide its Cardholders with access to those ATMs either free access or at a reduced charge. Some financial Institutions have outsourced their ATM fleet by paying an Independent Deployer to place te that Financial Institution’s branding on some ATMs. These ATMs would continue to be operated by the Independent Deployer, but would have the outward appearance of being owned by the financial institution, with the institution’s cardholders paying no direct charge.
The table below sets out the numbers of ATMs per Major ATM networks in Australia as at March 2010. As stated above, at the date of the Original Prospectus, Aussie had a fleet of 474 ATMs, Some RBA figures include ATMs branded as a Financial Institution, but owned by an Independent Deployer. These may be recorded against both the Independent Deployer and the branding Financial Institution.
All Deployers Estimated Number of
Customers Limited 5,617
Cashcard 4,799
Commonwealth Bank of Australia & Bankwest 3,714
Bank of Queensland 3,577
RediATM (including NAB) 3,171
Westpac Bank & St. George 2,971
ANZ 2,652
iCash 1,156
CashConnect 1,031
Bendigo Bank 998
Suncorp 680
Source: RBA Bulletin for the June 2010 Quarter (Reform of the ATM System – One Year On)
10.2. Competitive advantages Despite the high level of competition, the Company believes that its nontraditional business model is highly effective and will allow the Company to successfully compete in the ATM market. The competitive advantages that the Company enjoys include:
Marketing base Purchasers of My ATM’s products are broadly based with, in addition to domestic clients, overseas clients resident in the US, Canada, The United Kingdom, Singapore and Malaysia.
33 High quality products The Australian Payments Clearing Association has security requirements which all new ATMs must meet before they can be certified for use in Australia. The products that My ATM’s sells are all brand new and (except for the Potevio8100 ATM-refer to Section 9.4- Through the Wall ATMs) have been duly certified. Current model ATMs are sophisticated computer devices with features and capabilities that allow them to be more than a simple cash dispensing machine. For example, current model ATMs may allow a cardholder to pay bills, recharge phone cards, buy tickets to entertainment events, purchase gift cards, make donations, access reward cards and through their large touch screens, advertise in-store promotions and sell products such as insurance.
Not constrained by capital cost of ATMs By developing and promoting its ATM Agreement concept, My ATM has found a ready market of Independent Deployers wishing to expand their fleets and replace their older and/or obsolete models without incurring the capital costs, interest and depreciation, associated with the purchase of new ATMs. In the same way, Aussie’s expansion is not constrained by the capital cost of the ATMs which it deploys.
Relationships with clients, Site Owners, Independent Deployers and suppliers The Company has excellent relations with its clients, Site Owners, Independent Deployers and suppliers of ATMs. It is committed to customer service and has dedicated staff as account managers.
Intellectual property The Company has developed “know-how” and implemented protocols that allow it to successfully secure Site Agreements, market ATMs to its clients and monitor and manage the performance of their ATMs. These protocols include aids in determining the potential viability of a particular ATM site such as evaluating traffic flow, setting minimum thresholds of monthly Transactions Fees to be met before sharing Transaction Fees with Site Owners, proximity to other ATMs and the nature of the business operating from the site.
Brand recognition To enhance and promote its Aussie and My ATM “brands”, the Company has entered into sponsorship agreements through My ATM and Aussie with the AFL’s Port Adelaide Football Club. The Company expects to get value from those agreements which promote and advertise the Company’s products and services through Company Logos which appear on coach and team apparel and Media backdrops, newspaper Exposure, LED (Light Emitting Diode) signage at AAMI Stadium, Free to Air and Pay TV Television broadcasts and attendances at Port Adelaide Football Club games.
34 35 11. KEY PERSONNEL N 11.1. Directors The current directors of the Company are:
Kym Albert Weir, Chairman – Independent Director (Age 62)
Kym Weir is an Independent Director and Chairman of the Company Board. He is a Fellow of the Institute of Chartered Accountants in Australia, and an Associate Member of the Australian Institute of Company Directors.
He is a former partner of Price Waterhouse (as it then was). He was also a member of the South Australia Asset Management Task Force (1992 – 1995) and a Board Member of WorkCover Corporation of SA (2000 – 2004) serving as Chairman of its Finance & Audit Committee and also as a member of its Investment Committee. He was also Chairman of the South Australian based building and engineering company Built Environs Pty Limited (2005-2009).
Kym was a Director of the South Australian Motor Accident Commission (Appointed 1995 – Retired 30 June 2010) and was Chairman of its Investment Committee. He is Chairman of Australian Institute of Fitness and Managing Director of
EVE Rundle Capital Partners Pty Ltd (a South Australian based corporate advisory firm).
Kym brings to the Company over 40 years of business and accounting experience and expertise. He understands well the requirements of the ASX Listing Rules and the Corporations Law. As an Independent Director and its Chairman, Kym will ensure that the Company adheres to the highest standards of Corporate Governance. L
Timothy John Scala, Managing Director (Age 48)
Tim Scala spent 23 years with Westpac Banking Corporation, the last seven in senior management roles. E
Tim was previously the State Manager for the Business Banking Division in Tasmania. In his last role, from 2000-2003, he was the Head of Country for Westpac’s Vanuatu Business, which gave him an insight into the total business model which included data management, electronic services, lending and credit management, sales, profitability control and balance sheet management. In this role, he was also chairman of the Bankers Association of Vanuatu, assisting the Reserve Bank of Vanuatu with monetary policies.
For the past six years, Tim has worked in a variety of management and consultancy roles across Australia and the Pacific, as well as being active in the property development area.
Mr. Scala was a director of two companies which were placed into external administration in late 2005. Following offers to all creditors which were accepted on 28 August 2009, both Companies were returned to the control of directors effective from 15 October 2009.
He is a graduate of the Institute of Company Directors, a Fellow of Australian Institute of Banking and Finance and has completed his studies in business specialising in accounting.
Tim brings considerable banking sector know-how and high levels of cost discipline and commercial know how. Tim is overseeing the company’s daily operations, including assisting in finance facility settlement for investors. 36 11. KEY PERSONNEL
Hedley Grant Pearson Chapman, Non- Executive Director (Age 61)
Grant Chapman has had a variety of roles during a distinguished business and parliamentary career.
With a marketing and business consulting background, he held the Federal electorate of Kingston in the Australian House of Representatives from 1975 to 1983 and then from 1987 he was elected on four successive occasions as a Senator for South Australia in the Australian Senate, before retiring in June 2008.
During the life of the Howard Government, he chaired the Joint Statutory Parliamentary Committee on Corporations and Financial Services from 1996 to 2007, working closely with the then Federal Treasurer Hon. Peter Costello in reforming Australia’s corporations law and the regulation of financial services. For the same period, he also chaired the Federal Government Industry, Resources and Small Business Committee. He was recognised as one of the Parliament’s experts on financial and taxation issues, together with industry policy.
He has wide ranging continuing community involvement, including serving on several not-for-profit boards. He holds an Honours Bachelor of Arts degree from the University of Adelaide, where he also undertook post-graduate business management studies.
Ross Alexander Cameron, Non- Executive Director, (Age 44)
Ross Cameron studied economics and law at the University of Sydney. While studying, Ross worked as an adviser to the NSW Deputy Liberal Leader and Minister for Transport and Sydney’s Olympic Bid, The Hon Bruce Baird, MP and for United States Senator Mark Hatfield, in Washington DC.
On graduation, Ross worked as a Judge’s Associate to the then Chief Justice of Papua New Guinea, Sir Mari Kapi, before practising commercial law at Blake Dawson Waldron, primarily in documentation and risk allocation in public/private partnerships.
Ross contested and won the Federal seat of Parramatta in the 1996, 1998 and 2001 elections. In his final term, Ross served as Parliamentary Secretary to the Treasurer, The Hon Peter Costello MP, with responsibility for corporate law reform, competition policy, the Productivity Commission and ASIC.
Ross was recruited by Macquarie Bank (now Macquarie Capital Advisers) from January 2005 to August 2008 to find new opportunities for Macquarie as a principal investor and advisor to State governments on procurement options. Ross is now Chairman of Towncars Networks Australia Pty Ltd.
37 11.2. Company Secretary
Graham Seppelt, Company Secretary (Age 67)
Graham is a professional Company Secretary. In addition to his position with the Company, he holds office as Company Secretary of listed public companies BSA Limited, Legend Corporation Limited, Mesbon China Nylon Limited, Strzelecki Metals Ltd and Uranium Exploration Australia Limited.
Graham’s is an experienced CPA. He is very familiar with the requirements of the Corporations Law and ASX Listing Rules requirements for listed public companies.
11.3. Senior Management
Lee Rocher, Financial Controller (Age 46)
Lee is responsible for the Company’s accounting and reporting functions. He prepares detailed financial reports for the Managing Director to submit to the Board and prepares cashflow, forecasts and management accounts for the Managing Director. Lee also liaises with the Company’s external accountants.
As Financial Controller, Lee is responsible for ensuring compliance with all regulatory requirements. Lee has designed and now oversees many of the internal systems, including audit and reporting, staff performance measurement and profitability modeling for the Company.
Lee has over 25 years experience in the Banking & Finance sector and has held many Senior Management roles including Chief Financial Officer of TIER (Australia) Pty Ltd (the Australian subsidiary of TIER Inc. a NASDAQ listed company).
Melissa Croser, National Finance Manager (Age 25)
Melissa’s area of responsibility involves sourcing finance options for potential ATM Owners, managing the internal settlement team and coordinating ATM sales via a national team of contracted sales consultants.
Melissa and her team are also responsible for sales completion, including contract issue and providing information to ATM Owners regarding their choice of Independent Deployer. Melissa is experienced in all facets of the business. She joins My ATM with a background in sales team management having spent three years as the National Finance Manager of a wholesale funding business.
38 David Halling, National Sales & Leasing Manager (Age 43)
David is responsible for developing and marketing to key national clients, for deployment of larger ATM fleets. Many of these clients are national shopping centre and retail owner/operators. Having successfully secured a client, David negotiates Site Agreements or, where appropriate, long term licence or leasing agreements. He is also responsible for maintaining key client relationships.
David has an extensive business background, having spent over 14 years in State and National management roles within the finance and property sectors in senior management roles
Adrian Cester, Installation and Logistics Manager, (Age 38)
Adrian is responsible for the installation of ATMs.
ATM installations involve a number of service providers, suppliers and contractors, which Adrian coordinates and manages.
Adrian is also responsible for monitoring the performance of the Company’s ATM fleet. He liaises with external service providers and suppliers to ensure ATM technical and service issues are resolved promptly and efficiently. Adrian is also responsible for providing timely reports on ATM transaction volumes and performance across the entire fleet.
Adrian has 14 years experience as an electronic technician with a background in installation & maintenance of computers and other commercial electronic equipment.
39 12. TOP TWENTY SHAREHOLDERS
The following table lists the top twenty Existing Shareholders of the Company and their relative shareholdings at the date of this Replacement Prospectus and on raising the Minimum or Maximum Subscriptions:
At date of this If Minimum If Maximum
VE Replacement Prospectus Subscription Subscription is achieved is achieved
Rank Member Name Shares Held % % %
L 1 Shulamite Pty Ltd as Trustee 47,065,275 25.30% 23.25% 20.78% for the Shulamite Trust
2 Twenty First Corp P/L as Trustee 46,470,275 24.98% 22.95% 20.52% for the Scala Family Trust
3 Ross Cameron Consulting Pty Ltd 17,350,100 9.32% 8.57% 7.66% as Trustee for the Ross Cameron Family Trust
4 Saddlehorn Investments Pty Ltd 14,900,000 8.01% 7.36% 6.58% as Trustee for Saddlehorn Superannuation Fund No. 1
5 Hedley Grant Pearson Chapman 11,000,100 5.91% 5.43% 4.86% as Trustee for the Gralja Superannuation Fund
6 Saddlehorn Investments Pty Ltd 10,000,100 5.37% 4.94% 4.42% as Trustee for The Saddlehorn Trust
7 Darryl Reeves as Trustee for 8,817,100 4.74% 4.35% 3.89% The Development Fund
8 Dee Dee Fleming 5,000,050 2.69% 2.47% 2.21%
9 Jonathon Paior 4,000,000 2.15% 1.98% 1.77% TWE 10 Allen Senior And Anne Senior 4,000,000 2.15% 1.98% 1.77%
11 Happy Finish Pty Ltd 3,600,000 1.93% 1.78% 1.59%
12 iCash Australia Pty Ltd 2,600,000 1.40% 1.28% 1.15% ACN 096 946 548
13 Binmede Pty Ltd ACN 091 706 786 2,000,000 1.07% 0.99% 0.88% as Trustee for The Sallis Family Trust
14 Bolton Corporation Pty Ltd 1,932,000 1.04% 0.95% 0.85% ACN 062103 271
15 Cash ATM Pty Ltd 1,932,000 1.04% 0.95% 0.85%
16 Pacific Trust Nominee Company Limited 500,000 0.27% 0.25% 0.22%
17 Laurence Norman Scala and Maria Catena 300,000 0.16% 0.15% 0.13% Scala as Trustee for the Scala Super Fund
18 EE Eng Leong 300,000 0.16% 0.15% 0.13%
19 Ben Simpson 250,000 0.13% 0.12% 0.11%
20 Kujtim Delija 250,000 0.13% 0.12% 0.11%
Totals 182,267,000 97.96% 90.02% 80.48% 40
12. TOP TWENTY SHAREHOLDERS
41 13. RISK FACTORS N There are a number of risk factors which could adversely impact on the Company’s performance and the value of its Shares. Applicants should consider these risk factors and should consult their stockbroker, accountant, lawyer or other professional adviser before deciding whether to subscribe for New Shares under the Offer. The risk factors include those set out below:
13.1. General risk factors Share price variations - The Shares are to be quoted on the ASX, where their price may rise or fall in relation to the Issue Price. The Shares offered under this Replacement Prospectus carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on the ASX. The value of the Shares will be determined by the share market and will be subject to a range of factors beyond the control of the Company and the Directors. Share market fluctuations in Australia and other stock markets around the world may negatively affect the value of the Shares. Factors that may influence the investment climate in stocks, which may not relate to actual performance of the Company, include general economic outlook, changes in government fiscal, monetary and regulatory policies, movements in commodity prices, exchange rate movements, interest rates, inflation and political developments.
Economic conditions - The performance of the Company may be significantly affected by changes in economic conditions and particularly conditions which affect the leisure and entertainment industry. Profitability of the business may be affected by factors such as market conditions, interest rates, inflation and consumer demand.
Geo-political factors - The Company may be affected by the impact that geo-political factors have on the various world economies or the Australian or Chinese economies or on the financial markets and investments generally or specifically.
Australian and foreign government policies & legislation - The Company may be affected by changes to government policies and legislation (both in Australia and in foreign jurisdictions) concerning property, the environment, superannuation, taxation and the regulation of trade practices and competition, government grants and incentive schemes.
Other - Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees or contractors (through personal injuries, industrial matters or otherwise) or any other cause, including strikes, loss of service of key management or operational personnel, non- insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.
13.2. Specific risks In addition to the above, there are a number of specific risks concerning the Company, of which Applicants should be THIRTEE aware. The following is not an exhaustive summary but points to some of the risks that are specific to the Company. Any one or a combination of such risks could affect the Company adversely and thus the value of any investment in the Company. Like other companies at a similar stage of development, the Company faces a number of risks, both general and project specific, including but not limited to the risks set out below:
Working Capital deficiency - In the Financial Information - Section 18 there is a reference to the Company’s ability to continue as a going concern because of a deficiency in the Company’s working capital. This has been more specifically commented on in Section 2.1 of this Replacement Prospectus.
42 13. RISK FACTORS
Component risk - The risk that critical components or products including ATMs and spare parts supplied by third parties do not perform to the quality standards required.
Product quality and reliability - The quality and reliability of the Company’s products is critical to its reputation. There can be no assurance that a product liability or other claim would not materially and adversely affect the business or financial condition of the Company.
Managing growth - The Directors anticipate significant growth within the Company which may place strain on its managerial, operational and financial resources. To manage its potential growth, the Company will implement and improve its operational and financial systems. No assurance can be given as to the Company’s ability to manage future growth.
Competition - The ATM market is highly competitive. There is no assurance that the Company will be able to compete effectively with existing and new competitors in the future. Increased competition in the industry may reduce the Company’s sales and locations for its ATM fleet, selling prices and profit margins and may adversely affect its operating results. The Company will need to sustain and develop its sales and management to ensure it maintains its competitive edge in the market. There is also the risk that a competitor could market new products in a way that creates extensive competition for the Company. This may adversely affect its sales and decrease its current revenues. These adverse effects could impact on the profitability of the Company.
Reliance on key executives - The success of the Company is dependent upon a number of highly qualified and experienced personnel. The loss of any of these personnel could materially and adversely affect the Company and impede the achievement of its business goals. Due to the specialised nature of the Company’s business, its ability to achieve its business goals partly relies on its ability to attract and retain suitably qualified personnel.
There can be no assurance that the Company will be able to retain its key personnel or find suitable replacements if required. The failure to retain key personnel and attract highly qualified personnel could materially affect the Company’s financial position.
Contract Risk - The Company, Aussie, My ATM and My ATM NZ are parties to (or have the benefit of) various contracts and agreements relating to their products and services, including supply contracts, ATM Agreements, Site Agreements and distribution agreements, which are important to the future of their business. Any failure by a party to perform its obligations under, or the termination of any of the contracts or agreements (including the Material Agreements) might have an adverse affect on the Company and its business units. There can be no assurance that the Company or its business units would be successful in enforcing its contractual rights. For further information please refer to Section 17 for details on the Material Agreements.
Uninsured risks - While the Company and its business units carry standard insurance, they may not be fully insured against all losses and liabilities that could unintentionally arise from operations. If the Company or its business units incur uninsured losses or liabilities, the value of the Company’s assets may be at risk.
Litigation Risk - From time to time, the Company and/or its business units may be involved in litigation. This litigation may include, but is not limited to, contractual claims, personal injury claims, employee claims, product liability and environmental claims. If a claim is pursued against the Company and/or its business units, the litigation may adversely impact on the sales, profits or financial performance of the Company. Any claim, whether successful or not, may adversely impact on the Company’s share price.
43 New Business Model - Investment in the Company is speculative as the Group has been trading for a relatively short time and its business model is new and has yet to prove effective in the medium to long term.
Distribution Agreements - Except in the case of Eastern Communications Co. Ltd (see Section 9.4 – Products), the Company does not have agreements with wholesalers and distributors of ATMs, accordingly, despite the highly completive nature of the ATM product market, it cannot guarantee that it will be able to purchase at prices or products which My ATM considers advantageous. An inability to secure products or products at prices which it cannot pass on to its clients could materially and adversely affect the business or financial condition of the Company. My ATM is the exclusive distributors in Australia and New Zealand for Eastern Communications, Co Ltd (“Eastcom”) which manufactures the Potevio 8100 “through the wall” ATM (refer to Section 9.4 – Products). That model ATM has not yet been certified for operation by the Australian Payments Clearing Association. If for any reason that model ATM is not so certified, My ATM will not be able to offer it for sale. In that event My ATM will continue to source other “through the wall” ATMs and its expected profit margin on that type of ATM may be reduced which could have a consequential effect on the Company’s profits.
Future Investments - The Company cannot guarantee future acquisitions/investments. If the company is unable to secure future acquisitions/investments it will have to rely only on organic growth which could impede the company’s growth and affect the Company’s profit and share price.
Competition - The Company operates within a highly competitive market and Aussie’s relevant market share of the ATM network is limited. Aussie will be competing against Companies with far greater financial and other resources and there is no assurance that it will be able to compete successfully against them. A failure to compete successfully against its competitors could materially and adversely affect the business or financial condition of the Company.
Transaction Fees Unregulated - Aussie relies on its revenue stream from Transaction Fees paid by Cardholders using its fleet of ATMs. Those fees are unregulated and market driven. The company cannot guarantee that current levels or the amount paid per Transaction Fee will be maintained either at the current level of ATMs deployed in Australia or as the number of ATMs increase. Any reduction in the average level of transaction fees paid could materially and adversely affect the business or financial condition of the Company.
Further Capital - Although it has no present plans to do so, the Company may require further capital to pursue its goals. If further capital is raised, it will have the effect of diluting existing Shareholders relative holdings in the Company.
Effect of Voluntary Share Escrow - A significant percentage of the Company’s shares are the subject of Voluntary Escrow Agreements made between the Company and a number of significant Shareholders. The details of the escrows are provided at section 16.6 – Voluntary escrow of shares. The effect of this escrow arrangement is to reduce the number of shares that can be traded for the relevant periods. This resulting illiquidity of the Company’s shares may affect their price.
Assets Mainly Intangible - The Company’s main assets are intangibles. Any adverse change in the value of those assets could materially and adversely affect the business or financial condition of the Company.
44 45 14. CORPORATE GOVERNANCE N 14.1. General The Board is committed to principles of best practice in corporate governance. The Board has relied on the ASX Corporate Governance Council’s Revised Corporate Governance Principles and Recommendations in formulating its corporate governance policies and practices which are:
Principle 1 - Lay solid foundations for management and oversight The Board and management have agreed on their respective roles and responsibilities and the functions reserved to the Board and management. The Board is currently documenting this agreement and may prepare a Board Charter for this purpose. The Board has established a Nomination and Remuneration Committee which, among other functions, will evaluate the performance of senior executives.
Principle 2 - Structure the Board to add value The Board ultimately takes responsibility for corporate governance and will be accountable to the shareholders for the performance of the Company. The function and responsibilities of the Board are set out in the Company’s Constitution and the Corporations Act. These include: • One third of the Board retiring and being subject to election at the next Annual General Meeting (AGM) of the Company; • The Directors being initially appointed by the Board are then subject to election by Shareholders at the next AGM of the Company; • The Chair of the Board is to be elected by the Board; • The Board is responsible for ensuring that the Company meets its legal and statutory obligations; and • The Directors have the right, in connection with their duties and responsibilities as Directors, to delegate any of their powers and discretions to committees responsible to the Board.
In addition, the Board has actioned the following: • An Audit and Risk Committee has been established; URTEE • A Nomination and Remuneration Committee has been established; • The Board must approve the strategic direction and related objectives of the Company and monitor management performance in the achievement of these objectives; • The Board must adopt budgets and monitor the financial performance of the Company; • The Board must ensure that all major business risks are identified and effectively managed; • The Board is responsible for establishing and maintaining adequate internal control procedures and effective monitoring systems. Compliance with these procedures is to be regularly monitored; and • The Board must schedule meetings on a regular basis and other meetings as and when required.
Principle 3 - Promote ethical and responsible decision making All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Board is currently establishing a code of conduct to guide FO the Directors, the Managing Director and other key executives. The Company’s share trading policies are set out below.
Principle 4 - Safeguard integrity in financial reporting The Directors require the Managing Director and any chief financial officer (or equivalent) to state in writing to the Board that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards. The Board has established an Audit and Risk Committee. 46 14. CORPORATE GOVERNANCE
Principle 5 - Make timely and balanced disclosure The Directors are committed to keeping the market fully informed of material developments to ensure compliance with the ASX Listing Rules and the Corporations Act.
At each Board meeting consideration is given as to whether any matters should be disclosed under the Company’s disclosure policy. The Board has appointed a Company Secretary and has instructed the Company Secretary to establish and maintain adequate disclosure procedures and effective monitoring systems to ensure timely and appropriate disclosure to the market. The Company Secretary will act as the primary ASX liaison officer and ensure timely and appropriate access to information for all investors. The Directors are establishing written policies and procedures to ensure compliance with the disclosure requirements of the ASX Listing Rules and to ensure accountability at a senior management level.
Principle 6 - Respect the rights of Shareholders The Directors intend to establish a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. As well as ensuring timely and appropriate access to information for all investors via announcements to ASX, the Company will ensure that all relevant documents are released on the Company’s website.
The Directors will request the external auditor to attend AGM’s of the Company and be available to answer questions from the shareholders about the conduct of the audit and the preparation and content of the auditor’s report.
Principle 7 - Recognise and manage risk The Company’s Audit and Risk Committee will establish policies on risk oversight, risk management and internal control systems, including non-financial risks, which must be approved by the Board. The Committee must regularly report to the Board on compliance with any risk and audit policies and protocols in place at the time.
The Directors require the Managing Director and Chief Financial Officer (or equivalent) to state in writing to the Board that: • The statement given in accordance with Principle 4 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies established by the Board; and • The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. The Directors intend to establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.
Principle 8 - Remunerate fairly and responsibly The Board has provided disclosure in relation to the Company’s remuneration policies in this Replacement Prospectus to enable investors to understand: • The costs and benefits of those policies; and • The link between remuneration paid to the Directors and key executives and corporate performance.
Further disclosure will be given to investors annually in accordance with the ASX Listing Rules and the Corporations Act. The Board has also established a Nomination and Remuneration Committee.
47 The Board has clearly distinguished the structure of non-executive directors’ remuneration from that of executives, as set out in this Replacement Prospectus. Directors and Executives are encouraged to own Shares to increase congruence of objectives between them and Shareholders. The Board has ensured that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by Shareholders.
14.2. Implementation of Corporate Governance Policies The Company intends to fully implement the following policies and procedures, to the extent required, after listing on the ASX: • Statement of Board and management functions; • Policy and procedures for the election and appointment of new Directors; • Code of conduct for the Directors and key executives; • Risk management policy; and • Process for performance evaluation of the Board, Board Committees and individual Directors and key executives.
48 49 50 Committee Remuneration The Audit and Risk Committee will advice provide Committee andRisk Audit The Committee Risk and Audit 15.1. 15. experience of the Board. Board. of the experience givenof existing anew the Director mix of skills and services the from would benefit Board the considered is it if or arises avacancy when either Committee will by reviewed the alsobe periodically composition Board appropriate. considers it if advisers and external management andconsultwith information from obtain may and RemunerationCommittee Nomination The F I responsible for: F is and RemunerationCommittee Nomination The 15.2. Committee. TEE forthe aformalcharter establishing is currently Board The of onlynon-executive directors. to consist Committee forthe is not it appropriate Board, of the structure the musthave anindependentChairman. Given Committee andRisk Audit The by Board. the requested as duties any otherspecial may alsoundertake Committee The time may to from time. request Board the as audit,management risk audit, external andothermatters disclosure, systems, internal internal control accounting continuous processes, financial reporting statements, responsibilities relating Company’s to the financial Board’s in fulfillingthe Board to the and assistance N • • • • N practices of the Company. of the practices remuneration andhuman policies and resource remunerated by fairly overseeing the andmanagementEnsuring are thatDirectors and Company; of the indicators reference to key performance including Directors, of by the performance andthe Evaluating Board’s the performance andremovalappointment of Directors; forthe Board to recommendations the Making plans; succession skills andreviewing those Board comprises toBoard which the extent the assessing Board, required the on andexpertise of experience determiningPeriodically mix appropriate the O and omination RE THER L EVA N T MATTER except in following the periods: year, the throughout Company of the in securities trade employees to nominated as will permitted normally be managementunder Directors, andother which the formal share trading adopted policies has Company The 15.3. and reviewed by Board. the will Nominations forthis received purpose. used be then may be consultants of external services The undertaken. fornew candidateswill asearch appointed, be be is agreedto been has thatanew it Director Once demands Company. of the strategic the consider should and RemunerationCommittee Nomination The the Company’sthe website. andthrough announcements ASX announcements, yearly half AGMs, annual throughthe report, to Shareholders will communicated Information be Company’s affairs. the informed of all affecting major developments aim are to ensure thatShareholders Directors The 15.5. involving matter. the all anddecisions from discussions himself/herself will required be to remove party reporting andthe Board ChairmanThethe must inform potential conflict. or contract Chairman of the anyto related advise party andsenior management Directors will required be The matters party Related 15.4. • • S S S Company releases its full year financial results. its releases Company datewhich on the the business daythe after on Time Standard Eastern Australian day Julyeach of year until first midday The and half year financial results; its releases Company day the which on the business day the on after Time Standard Eastern Australian each year until middayday January of first The trading hare relations hareholder 15. OTHER RELEVANT MATTERS 16. ADDITIONAL INFORMATION n
16.1. Rights attaching to New Shares Winding up The New Shares will rank equally with and have the same If the Company is wound up, the liquidator may, with rights and liabilities as existing Shares. the sanction of a special resolution of the Company divide among the Shareholders in kind all or any of the The rights and liabilities attaching to the Shares are set Company’s assets; and for that purpose, determine out in the Constitution of the Company and are affected how he or she will carry out the division between the by the Corporations Act, statute and general law. different classes of Shareholders, but may not require a Shareholder to accept any Shares or other securities in 16.2. Constitution respect of which there is any liability. The following is a summary of key rules in the Constitution. Directors The minimum number of Directors of the Company Voting is 3 and the maximum is 10 unless the Company in Subject to any restriction agreement entered into between general meeting determines otherwise. Subject to any the Company and a Shareholder, every Shareholder resolution of the Shareholders determining the maximum present in person or by proxy, attorney or representative and minimum numbers of Directors, the Directors may at a meeting of Shareholders has one vote on a show of from time to time determine the respective numbers of hands and one vote on a poll for every Share held. A poll Executive and Non-Executive Directors. may be demanded by the chairman of the meeting, at least 5 Shareholders entitled to vote on the resolution or A Director is not required to hold any Shares in Shareholders who together hold at least 5 percent of the the Company. votes that may be cast on the resolution on a poll. Directors’ indemnity General meetings To the extent permitted by law and without limiting the Each Shareholder is entitled to receive notice of and to powers of the Company, it may indemnify each person
attend general meetings of the Company and to receive who is or has been a Director or officer of the Company ixtee all notices, accounts and other documents required out of the property of the Company for every liability to be sent to Shareholders of the Company under the incurred by the person in that capacity. Constitution or the Corporations Act. 16.3. Dividend Reinvestment Plan Dividends The Company has established a dividend reinvestment plan Where dividends are payable out of the Company’s (Plan), which is intended to apply to all future dividends, s profits they will be declared by the Board. Subject to the and will commence as determined by the Board. All eligible rights of persons (if any) entitled to Shares with special holders of Shares will be entitled to participate in the Plan. rights as to dividends, all fully paid Shares on which any Participation in the Plan will be optional. dividend is declared or paid, are entitled to participate in that dividend equally. Shares issued under the Plan will be fully paid ordinary shares, will rank equally in all respects with existing Shares Transfer of the Company Shares and will be able to be sold at anytime. Shares issued A Shareholder may transfer Shares by instrument under the Plan may also be issued at a price fixed by the in writing or any other form approved by the ASTC Directors or at discount from market price, with the amount Settlement Rules or the Board. The Board may refuse to of the discount to be determined by the Directors (at their register a transfer of Shares where the refusal to register absolute discretion). the transfer is permitted under the Constitution. Shareholders will be able to access the full terms and Issue of Shares conditions of the Plan in due course at www.myatm.com.au The Board may (subject to the restrictions on the issue of and will be given the opportunity to participate in the Plan Shares imposed by the Constitution or the Corporations once the Plan commences. Act) issue, grant options in respect of, or otherwise dispose of further Shares as it sees fit. 51 16.4. Deeds of Indemnity and Access 16.5. Directors’ holdings The Company has executed Deeds of Indemnity and Nothing in this Replacement Prospectus will be taken to Access in favour of each Director and the Company preclude Directors, officers, employees or advisers of the Secretary. The indemnity is subject to the restrictions Company, from applying for Shares on the same terms prescribed in the Corporations Act. The Deeds also and conditions as offered pursuant to this Replacement give each Director and the Company Secretary a right Prospectus. of access to Board papers and permits the Company to maintain insurance cover for the Directors. At the date of this Replacement Prospectus, the relevant interests held by each of the current Directors (including companies and trusts associated with the Directors) in the Company are as follows:
Director Number of Shares Nature of interest
Hedley Grant Pearson Chapman 11,000,100 Mr. Chapman is the trustee of and is a beneficiary of the Gralja Superannuation Fund which holds the stated Shares, 10,000,000 of which were issued to him (in consequence of the Restructure) in exchange for the Gralja Superannuation Fund’s units in the Unit Trust
Timothy John Scala 50,170,275 Mr Scala is a director and shareholder of Twenty First Corp Pty Ltd (ACN 007 381 839) which holds the identified shares as trustee for the Scala Family Trust of which Mr. Scala is a potential beneficiary.
27,500,000 Shares were acquired by Twenty First Corp Pty Ltd (in consequence of the Restructure) in exchange for units in the Unit Trust.
24,700,000 Shares were acquired by Twenty First Corp Pty Ltd (in consequence of the Restructure) after acceptance of scrip for scrip offers for Aussie Shares.
Mr. Scala, is the sole director and share holder of Happy Finish Pty Ltd ACN 130 408 187 which holds 3,600,000 Shares which were issued as a consequence of the acquisition of certain Site Agreements from ATMs Australia (refer to Section 17.7 - Material Agreements). Happy Finish Pty Ltd is trustee for the ATM Investment Unit Trust, of which Twenty First Corp Pty Ltd holds 15 of the issued 90 units as trustee for the Scala Family Trust.
52 Director Number of Shares Nature of interest
Ross Alexander Cameron 17,350,100 Mr Cameron is a director and shareholder of Ross Cameron Consulting Pty Ltd (ACN 131 808 556) which holds the identified shares as trustee for the Ross Cameron Family Trust of which Mr. Cameron is a potential beneficiary.
10,000,000 Shares were acquired by Ross Cameron Consulting Pty Ltd in exchange for units in the Unit Trust.
7,600,000 Shares were acquired by Ross Cameron Consulting Pty Ltd after accept- ance of scrip for scrip offers for Aussie Shares in consequence of the Restructure.
Kym Albert Weir 125,000 Mr Weir is a director and shareholder of Serti Pty Ltd ACN 007 977 835 which holds the stated shares as trustee of the K.A Weir Superannuation Fund. Mr Weir is a member of that fund.
53 16.6. Voluntary escrow of shares The following Shareholders have entered into Voluntary Escrow Deeds with the Company whereby they have agreed to restrict the sale of their shares for the periods set out in the table below:
Escrowed Shareholders Shares Escrow Period
Shulamite Pty Ltd as Trustee 47,065,275 10% unrestricted; for the Shulamite Trust 30% restricted for 6 months: and 60% restricted for 12 months.
Twenty First Corp P/L as Trustee for 46,570,275 10% unrestricted; the Scala Family Trust 30% restricted for 6 months: and 60% restricted for 12 months.
Ross Cameron Consulting Pty Ltd 17,350,100 10% unrestricted: as Trustee for the Ross Cameron 30% restricted for 6 months: and Family Trust 60% restricted for 12 months.
Saddlehorn Investments Pty 14,900,000 10% unrestricted; Ltd as Trustee for Saddlehorn 30% restricted for 6 months: and Superannuation Fund No. 1 60% restricted for 12 months.
Hedley Grant Pearson Chapman 11,000,100 10% unrestricted; as Trustee for the Gralja 30% restricted for 6 months: and Superannuation Fund 60% restricted for 12 months.
Saddlehorn Investments Pty Ltd as 10,000,100 10% unrestricted; Trustee for The Saddlehorn Trust 30% restricted for 6 months: and 60% restricted for 12 months.
Darryl Reeves as Trustee for 8,817,100 10% unrestricted; The Development Fund 30% restricted for 6 months: and 60% restricted for 12 months.
iCASH AUSTRALIA PTY LTD 2,600,000 10% unrestricted; ACN 096 946 548 30% restricted for 6 months: and 60% restricted for 12 months.
CASH ATM PTY LTD 1,932,000 10% unrestricted; ACN 108 856 266 30% restricted for 6 months: and 60% restricted for 12 months.
The Company has applied for and obtained relief from ASIC in relation to this arrangement which would otherwise potentially contravene Section 606 of the Corporations Act.
16.7. Remuneration of Non-Executive Directors The Constitution provides that the Non-Executive Directors’ remuneration must not exceed the maximum aggregate sum determined by the Company in general meeting. At present that sum is fixed at a maximum of $500,000, in aggregate, per annum. This maximum sum cannot be increased without Shareholders’ approval by ordinary resolution at a general meeting.
54 16.8. Payment of expenses salary package (excluding his director’s remuneration) is In addition to remuneration, Directors are entitled to receive $218,000 per annum, which includes a superannuation reimbursement for travelling and other expenses that they component. properly incur in attending Directors’ meetings, attending any general meetings of the Company or in connection with 16.12. Unpaid Distributions the Company’s business. The Aggregated Balance Sheet of the Group as at 31 December 2009 included in Section 17 of this 16.9. Payment for extra services Replacement Prospectus records retained earnings at 31 A Director called upon to perform extra services or December 2009 were $499,422. undertake any executive or other work for the Company beyond his or her general duties, may be remunerated On 31 March 2010 My ATM resolved to distribute the either by a fixed sum or a salary as determined by the Retained Earnings to then unit holders of the Unit Trust. Directors. This may be in addition to or in substitution for At the date of this Replacement Prospectus $225,000 the Director’s share in the usual remuneration provided. remains owing as follows:
16.10. Payment of Party Amount superannuation contributions Subject to ASX Listing Rule 10.17 which regulates the Saddlehorn Investments Pty Ltd as $50,000.00 moneys payable to non-executive Directors, the Company Trustee for The Saddlehorn Trust may also pay the Directors’ superannuation contributions Ross Cameron Consulting Pty Ltd as $50,000.00 of an amount necessary to meet the minimum level of Trustee for the Ross Cameron Family Trust superannuation contributions required under any applicable Darryl Reeves as Trustee for $50,000.00 legislation to avoid any penalty, charge, tax or impost. The Development Fund 16.11. Financial benefit Hedley Grant Pearson Chapman as $50,000.00 Trustee for the Gralja Superannuation Fund A Director must ensure that the requirements of the Corporations Act are complied with in relation to any Dee Dee Fleming $25,000.00 financial benefit given by the Company to the Director or to any other related party of the Director. 16.13. Employee Share Option Plan The Company must not make loans to Directors or provide The Company has established an Employee Share Option guarantees or security for obligations undertaken by Plan to encourage Directors, Senior Executives and Directors except as may be permitted by the Corporations employees to share in the ownership of the Company in Act. order to promote its long-term success.
Upon admission to the Official List, non-executive Directors Under the Plan, the Board may offer Directors, Senior will be paid remuneration (inclusive of superannuation) as Executives and employees of the Company or its Related follows: Bodies Corporate options which may be exercised for Shares. The Board has discretion to set the issue price, Director Per Annum exercise price and other conditions applying to the options. These terms and conditions will be set with a Kym Albert Weir $90,000 view to both providing a long term incentive to Directors and Senior Executives and aligning the financial interests Timothy John Scala $55,000 of the Directors, Senior Executives and employees with Hedley Grant Pearson Chapman $55,000 Shareholders for the benefit of the Company.
Ross Alexander Cameron $55,000 The Board must not issue options if the total number of Shares relating to unexercised and unexpired Options Mr. Scala (the only Executive Director) will also receive existing or which would be issued if all invitations for remuneration as an employee of the Company. His Options were accepted, exceeds 8% of the total number of 55 issued Shares as at the date the Board proposes to issue performing a function in a professional, advisory or other the Options. capacity in connection with the preparation or distribution of this Replacement Prospectus: Shares arising on the exercise of options will have the • Has any interest, or has had any interest during same rights as, and rank equally with, other Shares. the last 2 years, in the formation or promotion of No options have been issued under the Plan as at the date the Company, or in property acquired or proposed of this Replacement Prospectus. to be acquired by the Company in connection with
its formation or promotion, or the Offer; and 16.14. Interest of Directors Other than as set out above, or elsewhere in this • No amount has been paid, or agreed to be paid, Replacement Prospectus, no Director has, or had within and no benefit has been given, or agreed to be 2 years before lodgment of this Replacement Prospectus given, to any such person in connection with the with the ASIC, any interest in: services provided by the person in connection with the formation or promotion of the Company or the • The promotion or formation of the Company; Offer. • Property acquired or proposed to be acquired in Mellor Olsson has acted as one of the two legal advisers connection with its promotion or formation or the to the Company in connection with the Offer and is entitled Offer under this Replacement Prospectus; or to receive up to $100,000 (exclusive of GST) plus out of • The Offer of Shares under this Replacement pocket expenses for these services. Gregory John Arthur Prospectus. is a partner of Mellor Olsson. Gregory John Arthur and Michele Berenice Arthur hold 240,000 Shares as trustee Except as set out in this Replacement Prospectus, no for the Gregory Arthur Superannuation Fund of which Mr. amounts have been paid or agreed to be paid and no Arthur is a beneficiary. benefits have been given or agreed to be given to any Director to induce him or her to become, or to qualify him alex paior & associates, lawyers has acted as one of or her as, a Director; or for services rendered by him or the two legal advisors to the Company in connection her in connection with the formation or promotion of the with the Offer and is entitled to receive up to $100,000 Company of the Offer of Shares under this Replacement (exclusive of GST) for these services. Mr. Alexander Paior Prospectus. is a partner of alex paior & associates and a director of Rundle Capital Partners Pty Ltd which has acted as the The loans referred to in Section 2.1 under the heading Corporate Advisor to the Company and Lead Manager to Working Capital Deficiency include the following loans the Offer. Mr. Paior is also a director and shareholder of from entities associated with the directors of the Company: Saddlehorn Investments Pty Ltd ACN 127 633 078 which • from Happy Finish Pty Ltd a company associated holds 10,000,100 Shares as trustee for the Saddlehorn with Timothy John Scala, a loan of $200,000; Trust of which Mr. Paior is a beneficiary, and 14,900,000 as trustee of the Saddlehorn Superannuation Fund No. 1 of • from Twenty First Corp Pty Ltd a company which Mr. Paior is also a beneficiary. associated with Timothy John Scala, a loan of $250,000; PKF Corporate (SA) Pty Ltd ACN 008 282 620 has • from Gralja Superannuation Fund, a fund acted as the investigating accountant to the Company established for Hedley Grant Pearson Chapman, a in connection with the Offer and have prepared the loan of $50,000; Independent Accountant’s Report. It is entitled to receive approximately $50,000 (exclusive of GST) for these • from Ross Cameron Consulting Pty Ltd a company services. associated with Ross Alexander Cameron, a loan of $140,000. PKF Business Advisers Pty Ltd ACN 060 658 273 has provided taxation advice and accounting services to the 16.15. Interest of experts and advisors Company in connection with the Offer and is entitled to Except as set out in this Replacement Prospectus, receive approximately $90,000 for those services. no person named in this Replacement Prospectus as Rundle Capital Partners Pty Limited ACN 107 603 878 has 56 acted as the Corporate Advisor and Lead Manager to the Offer. It is entitled to receive a monthly retainer of $10,000 per month (exclusive of GST) from the date of acceptance of its mandate (7 January 2010) until the listing of the Company on the ASX and thereafter by agreement. This retainer will be offset from the fees referred as follows: • Management fee - Upon successful completion of the IPO, the Company will pay Rundle Capital Partners Pty Ltd a management fee of $250,000 (exclusive of GST) or 1.00% of the funds raised in the IPO (exclusive of GST) whichever is the higher. • Fund raising fees - Upon successful completion of the IPO, the Company will pay Rundle Capital Partners Pty Ltd a commission of $200,000 (exclusive of GST) and 5.0% of funds raised (exclusive of GST) from which Rundle Capital Partners Pty Ltd will pay commissions, brokerage and handling fees charged by third parties; and • Out of Pocket Expenses - The Company will also reimburse Rundle Capital Partners Pty Ltd on request for all out-of-pocket expenses which it incurs In connection with the IPO (subject to any single Item of expenditure exceeding $1,000 being first approved by the Company). Mr. Kym Weir (a director of the Company) is a director and has an interest in the shareholding of Rundle Capital Partners Pty Ltd.
Novus Capital Limited has acted as the Sponsoring Broker to the Offer. It is entitled to receive a monthly retainer of $15,000 per month (exclusive of GST) from the date of acceptance of its mandate (3 May 2010) until the listing of the Company on the ASX and thereafter by agreement. This retainer will be offset from a Sponsoring Broker fee of $120,000 (exclusive of GST) which is payable to the Sponsoring Broker upon the Company completing the IPO capital raising and ASX Listing process.
The Sponsoring Broker is entitled to a brokerage fee of 6.0% of total funds raised by it pursuant to the capital raising (exclusive of GST) to be paid from fund raising fees otherwise payable to Rundle Capital Pty Ltd and the Sponsoring Broker also entitled to an allotment of 500,000 Shares fully paid at $0.20 or such other pricing as agreed between the Sponsoring Broker and the Company upon successful completion of the ASX Listing Performance/ Success Shares.
57 58 that the Board considers are relevant to consider in determining whether to apply for New Shares. Set out in this Section are current and past Material Agreements of the Company and other parties MATERIA 17. for a 100% controlling interests in the equity capital of capital in equity controlling the interests for a100% valuations were indicative limitedFair Market The scope smillion below. using detailed basis the million of $14.9 and Aussie value ATM of of My $6.2 2010dated 6August indicative an provide FairMarket valuations ATM valuation andAussie. My The of both eve independentlimited an to provide scope (Leadenhall) Ltd Pty commissioned LeadenhallCompany VRG of the To Directors the for this transaction account foreach of theirShares shares in Aussie. $1.00 76,000 were offered each.shareholders Aussie which had shares 1,000fully issued paid to ordinary of Aussie, to all shareholders then the offers takeover 2010, March 23 forscrip madeOn scrip Company the Takeover Aussie of 17.2. 18. in Section Information Financial the Comprising Report 1of the of Section 3 –refer Appendix values methodology predecessor forusing accounted the been has restructure the Standards required Accounting by Australian As fully paid Shares. 100,000,000 of resulted in by issue Company This the n executionto the Deed. of the Trust in Unit the held by thatUnitholder immediately prior ofunits issued percentage equal to the thatwas Shares having that resulted in eachapercentage Unitholder being exchanged in numbers Company of the forShares Trust resulted in Unit of Deed allthe units issued the The (“Unitholders”). tee Trust Unit of allthe units issued holders the then andall the were Company the Deed to the parties The ATM trustee. as My with 2009 15th whichestablished was Trust”) May TrustUnit (“Unit ATM of the Enterprise 2010 affairs the April re-organised dated 16A Deed 2010, 1 on March whicheffected was Restructure of Deed 17.1. represent what the Board considers are the more material terms relevant to potential investors. The summaries below do not exhaustively describe every term of these Material Agreements but n L AGREEME N T reviewed main the underpinning assumptions the ATM andAussie. My Leadenhall forboth projections and relied budgets on, Leadenhall with provided was financial information prospective relation to the In multiples entities. forboth againstchecked of earnings implied capitalisation were cross this methodology from results The WACC). utilising nominal rateof adiscount 30.1% tax (post methodology (DCF) flow cash a discounted specifically and valuations Approach both using Income an undertook 2010. June at ATM30 as and Aussie My Leadenhall the acquisition of Aussie has been accounted forusing accounted been has acquisition ofthe Aussie Standards Accounting Australian the with accordance In fully paid Shares. of 76,000,000 a total exchange forall shares were andthey their issued Aussie andin offers the accepted shareholders Aussie All respectively. million and$14.9 pointestimates of $6.2 with million ATM of values arange andAussie concluded forMy Leadenhall have analysis undertaken, the on Based have different. been had limited, not been may scope andthe results the 225) APES in defined aValuation Engagement (as undertaken had they thatif Leadenhall stated has Furthermore intotranslate material. avaluationthatcouldbe variance may and Leadenhall difference emphasisesperiod the thatwillresults achieved be actually during forecast the the of will financial results be representative prospective thatthe Leadenhall any provide cannot assurance financialprojections. prospective the from may different that have results not actual yet andthatthe transpired andcircumstances events about assumptions upon supplied toare, them based projections by definition, Leadenhall notes thatthe Furthermore, Standards. Auditing Australian engagement with in accordance an or a reviewaudit constitute nor work verification andenquiries did procedures not include These ATM management. andAussie My held with discussions and financialdata the analysed andprojections, budgets S 17. MATERIAL AGREEMENTS
the underlying value of the My ATM shares issued as Independent Deployer shall arrange for the ATM consideration for the scrip for scrip takeover. Refer to screens to provide advertising content as Section 18 – Financial Information for more details of the required by the ATM Owner who must pay the accounting treatment for this transaction. Independent Deployer’s costs and reasonable fees in relation arranging for the ATM screens to 17.3. ATM Agreements display such advertising; and An ATM Agreement sets out the terms and conditions • The ATM Owner acknowledges that it has no under which an ATM Owner and an Independent interest in or liability under any Site Agreement at Deployer have entered into a co-operative arrangement which its ATMs are located. under which the Independent Deployer supplies services to the ATM Owner and jointly supply ATM Services 17.4. Site Agreements through the ATM Owner’s ATMs The ATM Owner and Site Agreements are agreements between an the Independent Deployer have a direct interest in the Independent Deployer and the owner and/or occupier Transaction Fees generated by those ATMs. of premises suitable for the long term placement of an ATM. The terms and conditions of Site Agreements used The precise terms of an ATM agreement may vary by Independent Deployers vary considerably. Where but a typical ATM Agreement used by Aussie as an possible, in relation to ATMs that are the subject of an Independent Deployer provides that: ATM Agreement, Aussie uses a pro forma agreement for • At the ATM Owner’s cost, the Independent Site Owners that require only one ATM at their premises. Deployer will install the ATM Owner’s ATMs; Specific terms of its pro forma Site Agreement may be varied by agreement but typically provide that: • At its cost, the Independent Deployer will deploy and supply the ATM Owner with ATM • The term of the Site Agreement is not less than transaction processing at such locations as may 5 years; be determined by consultation for a period of five • ATM Services are provided by Aussie (as the years; Independent Deployer), ATM Owners and Site • The ATM Owner is entitled to receive twenty Owners in cooperation with each other to share cents ($0.20) from each Transaction Fee and take a direct interest in the Transaction Fees generated by its ATMs or (on a nonaccrual generated by ATMs; basis) an agreed minimum payment per month, • Aussie installs an ATM and provides whichever is the higher. This minimum monthly consumables required for the proper and efficient payment is analogous to a base “lease” or operation of the ATM; “rent” payment for the ATM. If in any month, the agreed 20 cents per transaction payable • Aussie provides or arranges operational services, to the ATM Owner exceeds that base amount, it repairs and maintenance for the ATM during the is paid the higher amount. In relation to those term of the Site Agreement at no cost to the Site moneys, the Independent Deployer Owner; acknowledges that it is acting in the capacity of • After an agreed threshold in the number of a trustee for and holds the ATM proceeds upon transactions is exceeded (typically 200), the trust for the ATM Owner; Site Owner receives a fixed amount of • If during the Term of the ATM Agreement an Transaction Fees generated by the ATM; and ATM cannot be maintained or located at its • The Site Owner provides adequate security for installed location, or an ATM fails to generate the ATM and unless otherwise agreed, the Site in excess of 1,000 Transaction Fees per month Owner will supply all cash required to efficiently for two successive months, at its cost, the operate the ATM. Independent Deployer, may, after consultation with the ATM Owner, relocate the ATM; A number of Site Agreements have been acquired • At the request of the ATM Owner, the by Aussie from other Independent Deployers by way of assignment of those agreements; however, the 59 commercial terms of those agreements are similar to My ATM in Australia, NZ$125.00 per ATM sold in New Aussie’s pro forma Site Agreement. Site Agreements Zealand and reimburse it for all reasonable out-of-pocket between Aussie and Site Owners who want ATMs expenses it incurred in connection with the performance installed at multiple locations are tailored to meet specific of consulting services. On 11 June 2010, at the request requirements. of Mr Fleming, the Company reluctantly agreed to terminate the consulting agreement. 17.5. iCash Co-operative Services Agreement It is not intended that Mr. Fleming, Mrs. Fleming or Aussie has a Co-operative Services Agreement with Shulamite Pty Ltd will have any future involvement with iCash under which iCash, at its direct cost, provides the Company except in their capacity as shareholders. To to Aussie in connection with nominated Aussie Site perform the services and functions formerly provided by Agreements all services necessary to operate an ATM. Shulamite Pty Ltd, the Company has already advertised These services include: for and intends to employ an experienced Sales and Marketing Director to oversee all the marketing activities • Installing the ATM (and providing or arranging a of the Group. Until a suitable candidate is appointed, Mr. telecommunication line or wireless installation); Scala will act in that role. • Providing Aussie with ATM preventative and remedial maintenance services; 17.7. Acquisition Site Agreements from ATMs Australia • Training the Site Owner and supplying it with On 30 April 2010, Aussie acquired 150 Site Agreements ATM Operations Manuals; and and associated ATM Agreements from “ATMs Australia”, • Reporting to Aussie with a daily ATM transaction an unincorporated joint venture between Cash ATM Pty report. Ltd ACN 108 856 266 having a two-thirds interest and Happy Finish Pty Ltd ACN 130 408 187 having a one- There is no restriction on the number of Site Agreements third interest. The purchase price for the acquisition was which Aussie can nominate as being subject to the Co- $2.8 million which was paid partly in cash and partly by operative Services Agreement. The agreement operates the issue of Shares. On completion of the acquisition, for a term of 10 years from 30 April 2009. Cash ATM Pty Ltd received 3,864,000 Shares fully paid In consideration of iCash providing the services, Aussie to $0.25 and Happy Finish Pty Ltd received 3,600,000 agreed to pay to it a once only payment of $1,000,000 of Shares fully paid to $0.25. which $650,000 was satisfied by the issue of 2,600,000 Of the cash component, Cash ATM Pty Ltd will receive Shares fully paid to $0.25 each on 3 April 2010. $900,000.00 and Happy Finish Pty Ltd $34,000.00. 17.6. Consulting Agreement – Disclosures relating to Happy Finish Pty Ltd Shulamite Pty Ltd Mr Tim Scala, a director of the Company, is the sole My ATM entered into a consulting agreement dated 25 director and shareholder of Happy Finish Pty Ltd ACN October 2009, with Shulamite Pty Ltd ACN 115 788 130 408 187. He declared his material interest in the 602. Shulamite Pty Ltd is a significant shareholder of the proposed transaction to the Board of the Company prior Company and an experienced marketing company that to its consideration of the transaction, took no part in its through Donald Brownlie Fleming and Dee Dee Fleming deliberations and abstained from voting on the matter. (who is a shareholder of the Company in her own right) assisted My ATM in the initial establishment of its sales Mr. Alexander Paior is a partner of alex paior & agent network in Australia and overseas. associates, lawyers, which has acted as one of the two legal advisors to the Company in connection The consulting agreement required that Shulamite Pty Ltd with the Offer and is also a director and shareholder provide consulting services which included coordinating of Rundle Capital Partners Pty Ltd which has acted reports to the Managing Director of My ATM in connection as the Corporate Advisor to the Company and Lead with all its marketing activities. The term of the consulting Manager to the Offer. Neither alex paior & associates nor agreement was one year and during that period, My ATM Rundle Capital Partners Pty Ltd gave any advice to the was to pay Shulamite Pty Ltd A$100.00 per ATM sold by Company or acted in any capacity in connection with the 60 acquisition by the Company of Site Agreements from the 17.9. Inspection of documents “ATMs Australia” joint venture. A copy of the following documents will be available for inspection free of charge between 9:00am and 5:00 pm Happy Finish Pty Ltd is the trustee of the ATM Investment ACST, Monday to Friday, at the Company’s registered Unit Trust (the “ATM Investment Trust”). office during the Offer Period: Mr. Tim Scala (a director of the Company) is a director • The Company’s Constitution; and and shareholder of Twenty First Corp Pty Ltd (ACN 007 381 839) which holds 15 of the issued 90 units in the • The Replacement Prospectus. ATM Investment Trust as trustee for the Scala Family Trust of which Mr. Scala is a beneficiary. 17.10. Material proceedings and litigation Mr. Alexander Paior, a partner of alex paior & associates The Company is not aware of any proceedings or (a legal advisor to the Company in connection with the threatened proceedings which it expects will lead to Offer) and a director of Rundle Capital Partners Pty significant liability exposure for the Company or the Ltd (which has acted as the Corporate Advisor to the members of the Company’s Group. Company and Lead Manager to the Offer), is a director and shareholder of Saddlehorn Investments Pty Ltd (ACN 17.11. Governing law 127 633 078) which holds 30 of the issued 90 units in This Replacement Prospectus and the contracts that the ATM Investment Trust as trustee for the Saddlehorn arise from the acceptance of applications under this Trust of which Mr. Paior is a beneficiary. Replacement Prospectus are governed by the law applicable in the State of Victoria, Australia and each Applicant submits to the non-exclusive jurisdiction of the 17.8. Port Adelaide Football Club courts of the State of Victoria, Australia. My ATM and Aussie are joint major sponsors of Port Adelaide Football Club. 17.12. Consents and disclaimers The following persons have given and not withdrawn their By Agreements dated 5 February 2010 and 26 March consents to be named in this Replacement Prospectus in 2010 respectively, My ATM and Aussie entered the form and context in which they are named: into a sponsorship agreements with Port Adelaide Mellor Olsson Football Club. The agreements incorporate business (legal advisers to the Company in relation to the Offer); arrangements under which Port Adelaide Football Club receives, in addition to certain minimum payments, alex paior & associates incentive and continuing payments based on ATMs sold (legal advisers to the Company in relation to the Offer); to and Site Agreements negotiated with its members. In Rundle Capital Partners Pty Limited addition to these direct commercial benefits from such (Corporate Advisors of the Offer) referrals, the Company is entitled to certain advertising Novus Capital Limited ACN 006 711 995 and branding benefits including: (Sponsoring Broker) • Exclusive right to use the phrase “Joint Major Computershare Investor Services Pty Limited Partner of the Port Adelaide Football Club”; (Share Registry) • Brand recognition on all Football Club signage Grant Thornton Audit Pty Ltd ACN 130 913 594 properties, playing and office club uniform items, (Auditors) AFL sponsor coverage, supporter apparel and team guernseys; PKF Corporate (SA) Pty Ltd. ACN 008 282 620 (Investigating Accountant) • LED Signage at AAMI Stadium at all Port Adelaide Football Club home games; and PKF Business Advisers Pty Ltd ACN 060 658 273 (Accountants and tax advisors in relation to the Offer) • Media Interview, press conference and player run through banners. Leadenhall VRG Pty Ltd ACN 141 534 619 (Valuer)
61 62 18. FINANCIAL INFORMATION
63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 whom has consented to the signature,have of to the andnone whom that consented has withdrawn whom lodgment of andissue this Prospectus 2010 is signed each 27August of Weir on Directors, of behalf the ReplacementProspectus on byThis Kym Albert DIRECT 19. nineteeDirector Weir Kym Albert lodgment. before consent n O R S ’ C E ONS N T 19. DIRECTORS’ CONSENT 20. DICTIONARY
This Section defines or explains certain words and phrases used in this Offer.
A$ and $ Australian dollars (and references to cents are to Australian cents) unless TY otherwise indicated AEST Australian Eastern Standard Time Applicant A person to whom an Offer is made under this Replacement Prospectus and who applies for New Shares under the Offer Application A valid application by way of an Application Form made to subscribe for a specified number of New Shares under the Offer N Application Form The application form accompanying this Replacement Prospectus Application Money Money paid by Applicants in respect of the New Shares applied for ASIC Australian Securities and Investments Commission ASX ASX Limited ABN 98 008 624 691 ASTC ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ATM Automatic Teller Machine, a computerised telecommunications device that provides the cardholder of a financial institution with access to financial transactions in a public space without the need for a cashier, or bank teller. ATM Agreement A co-operative agreement between an ATM Owner and a Independent Deployer under which a Transaction Fee is shared between them and which obliges the Independent Deployer, at its cost, to provide the services needed to operate and maintain the ATM Owner’s ATM at a location that is usually the subject of a Site Agreement. ATM Services Services provided by an ATM to the cardholder of a financial institution including a withdrawal from an account; a deposit into an account; an electronic transfer from an account and advice of the balance of an account. Aussie Aussie ATM’s Pty Ltd (ACN 130 408 169)
Aussie Site Agreements Agreements between Aussie and Site Owners for the placement of an ATM on the TWE Site Owner’s premises Financial Institution A financial institution including an Authorised Deposit –taking Institution such as a bank, building society or credit union. Board The board of directors of the Company Business day An Australian business day that is not a Saturday, Sunday, or any other day which is a public holiday or bank holiday in the place where an act is to be performed or a payment is to be made Cardholders Persons who withdraw cash and/or make balance inquiries in relation to their accounts with a Financial Institution from ATMs and pay a Transaction Fee of $2.00 to $2.50 per withdrawal from ATMs (other than their own Financial Institution’s ATMs) Closing Date 5:00pm AEST 25 October 2010, (unless extended or closed earlier) Company MY ATM Holdings Limited ACN 141 509 426 Constitution The constitution of the Company as amended from time to time Corporations Act Corporations Act 2001 (Cth)
89 Deployer Persons who install, maintain service and operate ATMs Director A director of the Company EBIT Earnings before interest and tax EBITDA Earnings before interest, tax depreciation and amortisation Existing Shareholders Shareholders of the Company recorded on the share register, at the Record Date for the Existing Shareholders Priority Offer. Existing Shareholder The priority offer of New Shares to Existing Shareholders explained at Section 2.17 Priority Offer Group The Company and its subsidiaries My ATM, My ATM NZ and Aussie GST Has the meaning ascribed in the A New Tax System (Goods and Service Tax) Act 1999 (Cth) Holding Statements Holding statements for shares under CHESS Independent Deployer A non Financial Institution Deployer Issue Price $0.20 per New Share Listing Quotation on the Official List Material Agreements Agreements of the Company and third parties that the Board considers are relevant to consider in determining whether to apply for New Shares referred to at Section 17 of this Replacement Prospectus My ATM My ATM Pty Ltd ACN 135 624 314 in its own right and as trustee of the Unit Trust New Share A share to be issued pursuant to this Offer My ATM NZ My ATM (NZ) Limited, Company Number 2243406 (a corporation incorporated under the Companies Act 1993 of New Zealand) NPAT Net profit after tax Offer Offer of New Shares under this Replacement Prospectus Offer Period The period from 27 August 2010 until the Closing Date Official List The official list of entities that ASX has admitted and not removed Opening Date The date the Offer opens being 27 August, 2010 Original Prospectus The Prospectus lodged by the Company with ASIC on 18 June 2010
Port Adelaide Football Club Port Adelaide Football Club ACN 068 839 547(A Company Limited by Guarantee) which has been approved by the Australian Football League to be the holder of a sub-licence to field a football team or teams in its AFL competition Priority Offer Closing Date 5:00pm AEST, 15 September 2010 RBA Reserve Bank of Australia Registry Computershare Investor Services Pty Limited, GPO Box 1903, Adelaide, SA, AUSTRALIA 5001 Related Body Corporate Has the meaning ascribed to it in Section 9 of the Corporations Act 2001 (Cth)
90 Restructure The exchange of all the issued units of the Unit Trust for Shares of the Company on 1st April 2010 and the scrip for scrip acquisition by the Company of all the issued shares of Aussie on 2 April 2010. Shareholders Shareholders of the Company Shares Ordinary shares in the capital of the Company fully paid to $0.20 each Site Agreements Agreements between Independent Deployers and Site Owners for the placement of an ATM on the Site Owner’s premises Site Owners Owners or occupiers of premises suitable for use as an ATM location Transaction Fee A convenience fee paid direct to a Deployer by a cardholder of a financial institution for the use of ATM Services. Unit Trust The ATM Enterprise Unit Trust which was established by deed dated 15th May 2009 (and amended by Supplemental Deed dated 29th March 2010) of which My ATM is trustee.
91 92 MY ATM HOLDINGS LIMITED ACN 141 ACN 426 509 LIMITED ATM HOLDINGS MY The Company will apply for its securities to be quoted on the official list of ASX under the following code: MYA the followingunder code: ASX of list official the quoted on to be securities will forits Company apply The TWENTYON C 21. E REGISTRY SHARE WEBSITE MANAGER LEAD AND ADVISOR CORPORATE BROKER SPONSORING ADVISORS LEGAL ACCOUNTANTS AUDITORS OFFICE REGISTERED SECRETARY COMPANY Cameron Ross Chapman Grant Scala Tim Kym Weir DIRECTORS O
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RATE DIRECT
GPO Box 1903, Box Adelaide, 5001, Australia GPO Limited Pty Services Investor Computershare www.myatm.com.au 246727 No. Licence Financial Services - Australian Ltd Pty Management Asset Pacific of Beston representative authorised An Level 11, 5000 Australia South Adelaide Pirie street 50 107 878 ACN Ltd 603 Pty Partners Rundle Capital 238168 No. Licence Financial Services Australian 2000 NSW Sydney Street Level 24 Pitt Building 56 Exchange Royal 711 006 LimitedACN 995 Capital Novus level 11, 5000 Australia, Adelaide, South Pirie Street, 50 alex &associates paior and 5000 Australia Adelaide,5th Floor, South William King Street, 80 Olsson Mellor 5000 139 SA Adelaide Street Frome 273 658 060 ACN Ltd Pty Advisers Business PKF 5034 Greenhill67 Wayville SA Rd 130 ACN Ltd 913 Pty Audit 594 Thornton Grant 5021 Australia “76” 155 South Drive, West Lakes, Brebner Seppelt Graham Director Director Managing Director Chairman O RY
21. CORPORATE DIRECTORY
and Application Forms for the Public Offer Adelaide
and Application Forms for the Public Offer Adelaide
myatm.com.au