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For Personal Use Only Use Personal for Contents ZINGMOBILE GROUP LIMITED (To be renamed Pixie Group Limited) A company incorporated in Singapore with Company Registration No. 200700159Z ARBN 126 494 880 For an offer of Shares at an issue price of A$0.06 to raise A$9,000,000, with an over-subscription facility for a further A$2,000,000 million (Offer) PROSPECTUS This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-admission following a change to the nature and scale of the Company’s activities. The Offer is subject to certain conditions precedent, including receiving conditional ASX approval for re-quotation of the Company’s Shares on the ASX. IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. For personal use only Contents Important Information 02 01 Chairman’s Letter 06 07 Investigating Accountant’s Report 76 02 Indicative Timetable 08 08 Risk Factor 82 03 Investment Overview 09 09 Directors and Corporate Governance 87 04 Industry Overview 29 10 The Offer 110 05 Business Overview 37 11 Additional Information 117 06 Financial Information 53 12 Glossary 129 Corporate Directory 133 For personal use only Important Information Change in nature and scale of activities and re-compliance with Chapters 1 and 2 of the ASX Listing Rules The Company has historically operated as a digital mobile marketing contents provider in the Asia Pacific region. As announced to the ASX on 11 June 2015, the Company has entered into a Share Purchase Agreement pursuant to which it has agreed, subject to Shareholder approval, to acquire 100% of the issued shares of Pixie Entertainment Group Pte. Ltd (Pixie) in consideration of the issue of approximately 500 million shares in the Company (Consideration Shares). Pixie is the holding company of the Pixie Entertainment group of companies, including Roylmark Holdings Sdn Bhd and Bizmac Sdn Bhd, each being a Malaysian subsidiary (Pixie Group). The Pixie Group is a Singa- pore-headquartered group of companies that manages lifestyle outlets in Malaysia. The acquisition of shares in Pixie (Proposed Transaction) will result in a significant change in the nature and scale of the Company’s activities which requires approval of its Shareholders under Chapter 11 of the ASX Listing Rules. The Company has convened a General Meeting to be held on Saturday, 24 October 2015 to seek Shareholder approval for, amongst other approvals, This is Replacement Prospectus (Prospectus) dated the acquisition of shares in Pixie and the change in the 13 October 2015 which replaces in its entirety nature and scale of the Company’s activities. the original prospecturs dated 1 October 2015 in The Company’s securities will be suspended from relation to the Offer of Shares in the Company. trading on ASX from the date of the General Meeting and As Zingmobile Group Limited is not established will not be reinstated until satisfaction of the conditions in Australia, its general corporate activities (apart to ASX approving the Company’s re-compliance with from any offering of securities in Australia) are the admission requirements of Chapters 1 and 2 of the not regulated by the Corporations Act 2001 of the ASX Listing Rules. For personal use only Commonwealth of Australia or by the Australian There is a risk that the Company may not be able to Securities and Investments Commission but instead meet the requirements of ASX for re-quotation on ASX. are regulated by the Singapore Companies Act Should this occur, the Shares will not be able to be and Singapore Accounting & Corporate Regulatory traded on the ASX until such time as those requirements Authority (ACRA). can be met, if at all. 2 The Company has applied to ASX for quotation of the CDIs which are being offered. Neither ASIC nor ASX or their officers take any responsibility for the contents of this Prospectus or for the merits of the investment to which this Prospectus relates. Purpose of Prospectus CDIs This Prospectus is being issued in relation to the Offer Successful applicants will receive CHESS Depository and for the purposes of compliance with Listing Rule Interests (CDIs) in respect of fully paid ordinary Shares 1.1, Condition 3 to assist the Company to meet the in the Company. CDIs are a form of beneficial interest requirements of ASX for re-admission to the Official in Shares held by a depositary nominee. The issue of List following a change to the nature and scale of the CDIs is necessary to allow ASX trading of a company Company’s activities. incorporated in Singapore. CDIs give a holder similar, but not identical, rights to a holder of Shares. More No CDIs or other securities will be issued on the basis details regarding CDIs are contained in Section of this Prospectus later than 13 months after the date 10.7.1. References in this Prospectus to “Shares”, “ of this Prospectus. Consideration Shares”, “Offer Shares” and “New Shares” No person is authorised to give information or to include references to “CDIs” as appropriate. make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained Lodgement may not be relied on as having been authorised by the Company in connection with this Prospectus. For personal use only This is a Replacement Prospecturs dated 13 October 2015 which replaces in its entirety the original It is important that you read this Prospectus in its prospectus dated 1 October 2015 in relation to the Offer entirety and seek professional advice where necessary. of Shares in the Company. A copy of this Replacement The Shares which are the subject of this Prospectus Prospectus was lodged with ASIC on 13 October. should be considered highly speculative. 3 Conditional Offer and Consolidation In accordance with the terms and conditions outlined in Section 10.2, completion of the Offer under this Prospectus is subject to all approvals or consents required from any Government Agency to implement the Offer being obtained (or deemed obtained) on terms reasonably acceptable to the Company and not withdrawn, including ASX providing a conditional approval letter to the Company confirming that, subject to completion of the Proposed Transaction, the equity securities of the Company will be re-admitted to Official Quotation. For the Company’s equity securities to be re-admitted to Official Quotation, the Company will need to, amongst other things, re-comply with Chapters 1 and 2 of the ASX Listing Rules, raise the minimum subscription (refer Section 10.3) and complete the Proposed Transaction. Further details of the outstanding conditions precedent to Completion are set in Sections 5.7 and 10.4. If these conditions precedent are not met, the Company will not proceed with the Offer and will repay all application monies received, without interest and in accordance with the Corporations Act. Exposure Period In accordance with ASIC class order 00/168 there is no exposure period as the Shares offered by this Prospectus are of the same class as the Company’s existing Shares which, at the time of lodgement of this Prospectus, are quoted on the ASX which is a prescribed financial market. Web Site – Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.zingmobile.net and from the company announcements platform of the ASX website (ASX Code: currently ZMG). The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. Other than as otherwise stated in this Prospectus, no document or information included on the Company’s website is incorporated by reference into this Prospectus. Disclaimer No person is authorised by the Company to give any information or make any representation that is not contained in the Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company, its Directors or any other person. The Company’s and Pixie Group’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus. This Prospectus contains forward-looking statements concerning the Company’s and Pixie Group’s business, operations, financial performance and condition as well as the Company’s and Pixie Group’s plans, objectives and expectations for its business, operations and financial performance and condition. Any statements contained in this Prospectus that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim”, “anticipate”, “assume”, “believe”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, objective”, “plan”, “predict”, “potential”, “positioned”, “should”, “target”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates and projections about the Company’s For personal use only and Pixie Group’s business and the industries in which the Company and Pixie Group operate and management’s beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company’s and/ or Pixie Group’s control. 4 As a result, any or all of the Company’s and Pixie Group’s forward-looking statements in this Prospectus may turn out to be inaccurate.
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