SUPPLEMENTARY Prospectus
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i SUPPLEMENTARY Prospectus Top Shelf International Holdings Ltd (ACN 164 175 535) and Top Shelf SaleCo Ltd (ACN 645 072 126) Supplementary Prospectus Important information This supplementary prospectus is dated 24 November 2020 (Supplementary Prospectus) and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. It supplements a prospectus dated 12 November 2020 issued by Top Shelf International Holdings Ltd (ACN 164 175 535) (Top Shelf) and Top Shelf SaleCo Ltd (ACN 645 072 126) (SaleCo) offering fully paid ordinary shares in Top Shelf (Prospectus). This Supplementary Prospectus must be read together with the Prospectus. It is an important document and should be read in its entirety. If you do not understand this document, you should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser. A term with a defined meaning in the Prospectus has the same meaning in this Supplementary Prospectus. None of ASIC, ASX or their respective officers take any responsibility for the contents of this Prospectus or the merits of the Offer. Other than the changes set out below, all other details in the Prospectus remain unchanged. Further disclosure in relation to costs of the Offer (a) Section 1.9 of the Prospectus (Proposed use of funds and key terms and conditions of the Offer) Section 1.9 of the Prospectus (Proposed use of funds and key terms and conditions of the Offer) is amended by including in the Summary column of the table in relation to the Topic “What is the proposed use of funds raised under the Offer?” the following paragraph immediately following the current table: Please refer to Section 7.1.3 for a breakdown of the Offer transaction costs. (b) Section 7.1.3 (Sources and uses of funds) Section 7.1.3 of the Prospectus (Sources and uses of funds) is amended by including after the paragraph below Table 7.1 (Summary of sources and uses of funds) the following information in relation to Offer transaction costs: Offer transaction costs (inclusive of unrecoverable GST) are comprised of: Joint Lead Manager fees $2.6 million Legal, accounting and tax adviser fees $1.1 million Prospectus preparation, design and printing fees $0.3 million ASX listing, registry and related fees $0.2 million IPO prospectus insurance and related fees $0.2 million Duties and taxes $0.2 million (c) Section 9.13 (Costs of the Offer) Section 9.13 of the Prospectus (Costs of the Offer) is amended by including the following paragraph after the first paragraph of that section: Please refer to Section 7.1.3 for a breakdown of the costs of the Offer. ii Top Shelf International Holdings Ltd Statement of the Directors and directors of SaleCo This Supplementary Prospectus is authorised by each Director and by each director of SaleCo. Each Director and each director of SaleCo have consented to the lodgement of this supplementary prospectus with ASIC and the issuance of this Supplementary Prospectus, and have not withdrawn that consent. For and on behalf of the directors of Top Shelf International Holdings Ltd (ACN 164 175 535) and Top Shelf SaleCo Ltd (ACN 645 072 126) in accordance with section 351 of the Corporations Act 2001 (Cth) Drew Fairchild Director Prospectus Top Shelf International Holdings Ltd ACN 164 175 535 Initial Public Offering of 21.4 million Shares at an Offer Price of A$2.21 per Share Joint Lead Managers: Top Shelf International Holdings Ltd Important Notices The Offer Except as required by law, and only to Prospectus, you should ensure that This prospectus (Prospectus) is issued the extent required, no person named you download and read this Prospectus by Top Shelf International Holdings Ltd in this Prospectus, nor any other person, in its entirety. (ACN 164 175 535) (Top Shelf or the guarantees the performance of Top Shelf, You may, before the Offer Period closes, Company) and Top Shelf SaleCo Ltd the repayment of capital by the Company obtain a paper copy of this Prospectus (ACN 645 072 126) (SaleCo) for the or any return on investment in Shares (free of charge) by telephoning the purposes of Chapter 6D of the Corporations made pursuant to this Prospectus. Top Shelf Offer Information Line on Act 2001 (Cth) (Corporations Act). The No person is authorised to give 1300 737 760 (within Australia) from offer contained in this Prospectus is an any information, or to make any 8.15am to 5.30pm (Melbourne time), initial public offering (Offer) of fully paid representation, in connection with Monday to Friday (Business Days only). ordinary shares in Top Shelf (Shares) that the Offer, which is not contained in If you are eligible to participate in the Offer will either be issued by Top Shelf or sold this Prospectus. Any information or and are calling from outside Australia, by SaleCo. representation not contained in this you should call +61 2 9290 9600 from Prospectus may not be relied on as 8.15am to 5.30pm (Melbourne time), Lodgement and Listing having been authorised by Top Shelf, Monday to Friday (Business Days only). This Prospectus is dated 12 November 2020 SaleCo, the Joint Lead Managers or any (Prospectus Date). A copy of this Prospectus Applications for Shares may only be other person in connection with the was lodged with the Australian Securities made during the Offer Period on an Offer. You should rely only on information and Investments Commission (ASIC) on Application Form attached to or in this Prospectus when deciding whether that date. accompanying this Prospectus. to invest in Top Shelf. Top Shelf will apply to ASX Limited (ASX) The Corporations Act prohibits any within seven days of the Prospectus Date Exposure Period person from passing an Application Form for admission of the Company to the The Corporations Act prohibits Top Shelf on to another person unless it is attached official list of ASX (Official List) and for from processing applications for Shares to a paper copy of this Prospectus or the quotation of the Shares (Listing). None of offered under this Prospectus complete and unaltered electronic version ASIC, ASX or their respective officers take (Applications) in the seven day period of this Prospectus. any responsibility for the contents of this after the Prospectus Date (Exposure Refer to Section 7 for further information Prospectus or the merits of the Offer. Period). This Exposure Period may be about making an Application. extended by ASIC by up to seven further Expiry Date days (i.e. up to a total of 14 days). The Statements of past performance This Prospectus expires on the date that purpose of the Exposure Period is to This Prospectus includes information is 13 months after the Prospectus Date enable this Prospectus to be examined regarding the past performance of (Expiry Date). No Shares will be issued by market participants prior to the raising Top Shelf. Investors should be aware or transferred based on this Prospectus of funds. The examination may result in that past performance should not after the Expiry Date. the identification of deficiencies in this be relied upon as being indicative Prospectus. Applications received during of future performance. Note to Applicants the Exposure Period will not be processed The information contained in this Financial Information presentation until after the expiry of the Exposure Prospectus is not investment or Section 4 sets out the detail of the Period. No preference will be conferred financial product advice and has been Financial Information referred to in this on Applications received during the prepared as general information only, Prospectus. The basis of preparation and Exposure Period. without consideration of your particular presentation of the Financial Information investment objectives, financial situation No cooling-off rights in this Prospectus is set out in Section or particular needs. Cooling-off rights do not apply to an 4.2. This Prospectus includes Forecast It is important you read this Prospectus investment in Shares issued or transferred Financial Information based on the best carefully and in full before deciding under this Prospectus. This means that, in estimate assumptions of the Directors. whether to invest in Top Shelf. most circumstances, you cannot withdraw The Forecast Financial Information your Application once it has been accepted. presented in this Prospectus is presented In particular, you should consider the on both a statutory and pro forma basis. assumptions underlying the Forecast Obtaining a copy of this Prospectus Investors should note that certain Financial Information and the risk factors During the Exposure Period, an electronic financial data included in this Prospectus that could affect the business, financial version of this Prospectus without an is not recognised under the Australian condition and financial performance of Application Form will be available at Accounting Standards (AAS) and is Top Shelf. You should carefully consider www.topshelfoffer.com.au to persons who classified as ‘non-IFRS financial information’ these risks in light of your investment are Australian residents only. Application under Regulatory Guide 230 ‘Disclosing objectives, financial situation and Forms will not be made available until non-IFRS financial information’ published particular needs (including financial and after the Exposure Period has expired. taxation issues) and seek professional by ASIC. Top Shelf believes that this During the Offer Period, this Prospectus advice from your accountant, financial non-IFRS financial information provides will be available in electronic form at adviser, stockbroker, lawyer or other useful information to users in measuring www.topshelfoffer.com.au. The Offer professional adviser before deciding the financial performance and condition constituted by this Prospectus in electronic whether to invest in Shares. Some of the of the Company. The non-IFRS financial form at www.topshelfoffer.com.au is key risk factors that should be considered measures do not have standardised available only to persons within Australia.