Prospectus for the Initial Public Offering of Prospectus 30.36 Million Cdis Over Shares of Common Life360, Inc
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Prospectus for the initial public offering of PROSPECTUS 30.36 million CDIs over shares of common Life360, Inc. stock in the Company at an offer price of ARBN 629 412 942 A$4.790 per CDI to raise A$145.43 million JOINT LEAD MANAGERS AUSTRALIAN AND UNDERWRITERS LEGAL ADVISER IMPORTANT NOTICES Offer This Prospectus and each of the documents distribution or sale would be unlawful under The Offer contained in this Prospectus is which are incorporated by reference are applicable law, including the U.S. Securities an invitation to acquire CHESS Depositary important and should be read in their Act and applicable state securities laws. In Interests (CDIs) over shares of common entirety before deciding whether to invest addition, any hedging transactions involving stock (Shares) in Life360, Inc., a Delaware in the Company’s CDIs. There are risks the CDIs or any Shares into which the CDIs Corporation (ARBN 629 412 942) (Company associated with an investment in the may be converted may not be conducted or Life360). This Prospectus is issued by Company’s CDIs, which must be regarded unless in compliance with the U.S. Securities the Company and Life360 SaleCo LLC, as a speculative investment. Some of the Act. Persons who come into possession of a Delaware corporation (SaleCo) for the key risks that should be considered are this Prospectus outside of Australia should purposes of Chapter 6D of the set out in Section 4. You should carefully seek advice on and observe any such Corporations Act. consider these risks in light of your personal restrictions. circumstances (including financial and tax Lodgement and Listing U.S. Securities Law Restrictions issues). There may also be risks in addition The CDIs being offered pursuant to this This Prospectus is dated 29 April 2019 and to these that should be considered in light Prospectus are being made available to a copy of this Prospectus was lodged with of your personal circumstances. ASIC on that date. This Prospectus is a investors in reliance on the exemption from replacement prospectus which replaces the If you do not fully understand this Prospectus registration contained in Regulation S of the prospectus dated 17 April 2019 and lodged or the documents incorporated by reference, U.S. Securities Act for offers which are made with ASIC on that date (Original Prospectus). you should seek professional guidance from (1) outside of the United States to persons that This Prospectus differs from the Original your stockbroker, lawyer, accountant or are not, and are not acting for the account or Prospectus. The differences between this other professional adviser before deciding benefit of, U.S. Persons and (2) in the United prospectus and the Original Prospectus are whether to invest in the CDIs. States solely to Eligible U.S. Fund Managers, the removal of a reference to AMR in the No person named in this Prospectus in each case in “offshore transactions” Investment Overview; the incorporation (by warrants or guarantees the Company’s (as defined in Regulation S under the U.S. reference) of the Company’s audited financial performance, the repayment of capital by Securities Act). As a result of relying on the statements for CY16, CY17 and CY18 in this the Company or any return on investment Regulation S exemption, the CDIs which are Prospectus; and an amendment to Section 11 made pursuant to this Prospectus. issued under Regulation S and the Offer will (Defined Terms) to include a definition of be “restricted securities” under Rule 144 of the Original Prospectus and to update the No offer where offer would be illegal U.S. Securities Act. This means that investors definition of Prospectus Date to now refer This Prospectus does not constitute an offer in the Offer will not be able to sell the CDIs to the date of lodgement of the Original or invitation to apply for CDIs in any place in issued to them under the Offer into the United Prospectus with ASIC. The Company which, or to any person to whom, it would States or to a U.S. Person for a distribution has applied to ASX for admission of the not be lawful to make such an offer or compliance period of 12 months from the Company to the official list of ASX and invitation. No action has been taken to date of allotment of the CDIs under the Offer, for quotation of the CDIs on ASX.. Neither register or qualify the CDIs or the Offer or unless the resale of the CDIs is registered ASIC, ASX or their respective officers to otherwise permit a public offering of the under the U.S. Securities Act or an exemption take any responsibility for the contents CDIs, in any jurisdiction outside Australia. is available (including resales to QIBs under of this Prospectus or for the merits of the The Offer is not being extended to any Rule 144A). The distribution compliance period investment to which this Prospectus relates. investor outside Australia, other than to may be extended. Please refer to Section certain institutional and sophisticated 10.15 for further information. Expiry Date investors as part of the institutional offer in To enforce the above transfer restrictions, No Shares or CDIs will be allotted or issued, certain jurisdictions as described in Section the Company has requested that all CDIs or transferred, on the basis of this Prospectus 8.14. The distribution of this Prospectus issued under the Offer, or any Shares into later than 13 months after the Prospectus Date. (including in electronic form) outside Australia which the CDIs have been converted prior may be restricted by law and persons who Note to Applicants to the end of the restriction period, contain come into possession of this Prospectus The information contained in this Prospectus a legend to the effect that transfer is outside Australia should seek advice on and is not financial product advice and does not prohibited except in accordance with observe any such restrictions. Any failure to take into account your investment objectives, Regulation S of the U.S. Securities Act, or comply with such restrictions may constitute financial situation or particular needs. pursuant to an available exemption from a violation of applicable securities laws. This Prospectus should not be construed registration (including resales to QIBs under as financial, taxation, legal or other advice. Notice to United States residents Rule 144A); and that hedging transactions Neither the Company nor SaleCo is licensed The CDIs being offered pursuant to this involving the CDIs, or any Shares into which to provide financial product advice in Prospectus have not been registered under CDIs may be converted, may not be respect of the Company’s securities or the United States Securities Act of 1933, as conducted unless in compliance with the any other financial products. amended (U.S. Securities Act) or any U.S. U.S. Securities Act. state securities laws and may not be offered No person is authorised to give any In addition, the Company has requested or sold in the United States absent registration information or to make any representation that all CDIs issued under the Offer bear or an applicable exemption from registration in connection with the Offer or the CDIs a designation on ASX, that prevents any under the U.S. Securities Act and applicable or Shares described in this Prospectus. CDIs from being sold on the ASX to, or to state securities laws. This Prospectus does Any information or representation not the account or benefit of, U.S. Persons (that not constitute an offer to sell, or the solicitation contained in this Prospectus may not are not QIBs). However, investors will still be of an offer to buy, nor shall there be any sale be relied on as having been authorised able to freely transfer their CDIs on ASX to of the CDIs or distribution of this Prospectus by the Company, SaleCo or the Joint Lead any person other than a U.S. Person who or other offering material or advertisement in Managers in connection with the Offer. is not a QIB. Please refer to Section 10.15 connection with the Offer in any state or other for further information on the restrictions jurisdiction in which such offer, solicitation, which will be placed on the Company’s 01 CDIs. Finally, all investors subscribing for figures included in this Prospectus have These forward-looking statements speak CDIs under the Offer will be required been subject to rounding adjustments. only as at the Prospectus Date. Unless to make certain representations and Any discrepancies between totals and required by law, the Company does not warranties regarding their non-U.S. status sums of components in tables contained intend to publicly update or revise any in their Application for CDIs under the in this Prospectus are due to rounding. forward-looking statements to reflect new Offer. Please refer to Section 10.15 for information or future events or otherwise. An exchange rate of A$1:US$0.71 has been further information. You should, however, review the factors and used throughout this Prospectus except risks the Company describes in the reports Financial information and amounts where expressly noted otherwise. to be filed from time to time with ASX after Section 6 of this Prospectus sets out in Disclaimer the Prospectus Date. detail the Financial Information referred to No person is authorised by the Company, in this Prospectus and the basis of Certain numerical figures included in this SaleCo or the Joint Lead Managers to give preparation of that information. The Prospectus may have been subject to any information or make any representation in Company’s audited financial statements rounding adjustments.