Prospectus Should Be Regarded As Highly Speculative Andin Nature, Investors Should Be Aware That They Lose May Some Or All of Their Investment
Total Page:16
File Type:pdf, Size:1020Kb
WAY 2 VAT LTD PROSPECTUS WAY 2 VAT LTD 2 VAT WAY The Company is an Israel incorporated entity registered under Israeli Companies Law, 5759‑1999, with registration number 515043982. The Company is also registered as a foreign company under the Corporations Act with ARBN 637 709 114. | PROS For the offer of 30,000,000 Shares P ECTUS at an issue price of A$0.20 each to raise A$6,000,000 This Prospectus has been issued to provide information on the offer of 30,000,000 Shares to be issued at a price of A$0.20 per Share to raise A$6,000,000 (before costs). Oversubscriptions of up to 5,000,000 Shares may be accepted (to raise an additional A$1,000,000). It is proposed that the Offer will close at 5.00pm (AEDT) on 27 August 2021. The Directors reserve the right to close the Offer earlier or to extend this date without notice. Applications must be received before that time. This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 7 for a summary of the key risks associated with an investment in the Shares. LEAD MANAGER Canaccord Genuity (Australia) Limited CORPORATE DIRECTORY Current and Outgoing Directors Lawyers (Australia) Aviv Barshaf – Director Thomson Geer Avraham Yaron – Director Level 27, Exchange Tower Andrey Yashunsky – Director 2 The Esplanade Perth WA 6000 Current and Proposed Directors Amos Simantov – CEO and Managing Director Lawyers (Israel) Adoram Ga’ash – Non‑Executive Chairman Kafri Leibovich David Haim Assia – Non‑Executive Director Ayelet Nahmias Verbin – Non‑Executive Director 3rd Floor, 11 HaBarzel Street David Buckingham – Non‑Executive Director Tel Aviv, Israel 6971017 Robert Edgley – Non‑Executive Director Auditor* Company Secretary* BDO Israel Elizabeth Spooner Amot BDO House, 48 Menachem Begin Road Registered and Principal Office (Israel) Tel Aviv, Israel 6618001 Telephone: +97 2 363 6868 3rd Floor, 34A HaBarzel Street Tel Aviv, Israel 6971051 Telephone: 97 2 3 508 0022 Independent Accountant Website: www.way2vat.com BDO Corporate Finance (WA) Pty Ltd 38 Station Street Registered Office (Australia) Subiaco WA 6008 C/- Automic Pty Ltd Telephone: +61 8 6382 4600 Level 5, 126 Phillip Street Sydney NSW 2000 Lead Manager Canaccord Genuity (Australia) Limited Share Registry* Level 23, Exchange Tower Automic Pty Ltd 2 The Esplanade Perth WA 6000 Level 5, 126 Phillip Street Telephone: +61 8 6216 2018 Sydney NSW 2000 Australian telephone: 1300 288 664 International telephone: +61 2 9698 5414 Proposed Stock Exchange Listing Australian Securities Exchange (ASX) Proposed ASX Code: W2V * These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus. CONTENTS Corporate Directory IFC Important Notice 02 Letter from the Chairman 04 Key Offer Information 05 Investment Overview 07 1. Industry Overview 18 2. Company and Business Overview 24 3. Details of the Offer 38 4. Board, Management and Corporate Governance 50 5. Independent Accountant’s Report 63 6. Intellectual Property Report 92 7. Risk Factors 100 8. Additional Information 109 9. Authorisation 138 10. Glossary of Terms 140 . WAY 2 VAT LTD | Prospectus 01 IMPORTANT NOTICE OFFER If you do not fully understand this Prospectus or are Following Admission, the Company will continue to The Offer contained in this Prospectus is an in doubt as to how to deal with it, you should seek prepare its financial statements in accordance with invitation to you to apply for fully paid ordinary professional guidance from your stockbroker, solicitor, International Financial Reporting Standards (except shares in Way 2 Vat Ltd (ARBN 637 709 114), a accountant, financial adviser or other independent otherwise stated) and its financial statements will foreign company registered in its original jurisdiction professional adviser before deciding whether to be audited and reviewed by the Company’s auditor of Israel (Company). This Prospectus is issued by invest in Shares. in accordance with international auditing standards. the Company for the purpose of Chapter 6D of Except as required by law and only to the extent All financial amounts contained in this Prospectus the Corporations Act. The Offer contained in this so required, no person named in this Prospectus are expressed in US dollars and rounded to the Prospectus is an initial public offering comprised warrants or guarantees the Company’s nearest 000 (thousand) unless otherwise stated. of an offer of Shares being issued by the Company. performance, the repayment of capital by the Some numerical figures included in this Prospectus Company or any return on investment made have been subject to rounding adjustments. LODGEMENT AND LISTING pursuant to this Prospectus. Any discrepancies between totals and sums This Prospectus is dated, and was lodged with of components in tables contained in this ASIC on, 3 August 2021. An application will be No person is authorised to give any information or Prospectus are due to rounding. made to ASX within seven (7) days of the date of to make any representation in connection with the this Prospectus for admission of the Company to the Offer, other than as is contained in this Prospectus. DISCLAIMER official list of the ASX and for quotation of its Shares Any information or representation not contained As set out in Section 3, it is expected that the on ASX. Neither ASIC nor ASX (or their respective in this Prospectus should not be relied on as Shares will be quoted on the ASX. The Company, officers) take any responsibility for the contents of having been made or authorised by the Company, the Company’s service provider Automic Pty Ltd this Prospectus or the merits of the investment to the Directors, the proposed Directors, the Lead (Share Registry), the Lead Manager disclaim all which this Prospectus relates. Manager or any other person in connection with liability, whether in negligence or otherwise, to the Offer. You should rely only on the information The Israeli Securities Authority has not approved persons who trade Shares before receiving their in this Prospectus. or disapproved of the Shares the subject of the holding statements. Offer or passed upon the adequacy, completeness FOREIGN INVESTORS No person is authorised to give any information or accuracy of this Prospectus. Any representation This Prospectus does not constitute an offer or or make any representation in connection with to the contrary is a criminal offence. invitation to apply for Shares in any place in which, the Offer that is not contained in this Prospectus. It is important that you read this Prospectus in its or to any person to whom, it would not be lawful to Any information or representation not contained entirety and seek professional advice where necessary. make such an offer or invitation. No action has been in this Prospectus may not be relied on as having The Shares the subject of this Prospectus should be taken to register or qualify the Shares or the Offer been authorised by the Company, its directors, considered highly speculative. or to otherwise permit a public offering of the Shares, the Lead Manager or any other person in in any jurisdiction outside Australia. The distribution connection with the Offer. You should rely EXPIRY DATE of this Prospectus (including in electronic form) only on the information in this Prospectus. The expiry date of this Prospectus is 5.00pm (AEST) outside Australia may be restricted by law and on that date which is thirteen (13) months after the persons who come into possession of this Prospectus PAST PERFORMANCE date this Prospectus was lodged with ASIC. outside Australia should seek advice on and observe This Prospectus includes information regarding past any such restrictions. Any failure to comply with performance of the Company. Investors should be No Shares will be issued or transferred on the basis such restrictions may constitute a violation of aware that past performance should not be relied of this Prospectus after that expiry date. applicable securities laws. The Offer is not being upon as being indicative of future performance. extended to any investor outside Australia, other NOTE TO APPLICANTS than certain sophisticated and institutional investors ELECTRONIC PROSPECTUS AND The information contained in this Prospectus is in certain jurisdictions detailed in Section 3.13. APPLICATION FORM not financial product advice and does not take into This Prospectus will generally be made available in account your investment objectives, financial situation See Section 3.13 for more details on selling electronic form by being posted on the Company’s or particular needs. This Prospectus should not be restrictions that apply to the Offer and the sale website at https://way2vat.com/. Persons having construed as financial, taxation, legal or other advice. of Shares in jurisdictions outside Australia. received a copy of this Prospectus in its electronic The Company is not licensed to provide financial form may obtain an additional paper copy of this FINANCIAL INFORMATION product advice in respect of its securities or any Prospectus and the relevant Application Form (free of other financial products. Section 5 of this Prospectus sets out in detail the charge) from the Company’s registered office during financial information referred to in this Prospectus the Offer Period by contacting the Company. Contact This Prospectus is important and should be read and the basis of preparation of that information. details for the Company and details of the Company’s in its entirety prior to deciding whether to invest registered office are detailed in the Corporate in Shares.