Mitula Group Limited PROSPECTUS For the fully underwritten initial public offering of 35.36 million Prospectus Shares in Mitula Group Limited Mitula Group Limited at an Offer Price of $0.75 per ACN 604 677 796 Share to raise $26.52 million. Important information Underwriter and Lead Manager This is an important document that you should read in full. If you do not understand it, consult your professional advisers. IMPORTANT NOTICES THE OFFER performance of the Company or the repayment to place undue reliance on such forward-looking This Prospectus is issued by Mitula Group Limited of capital by the Company or any return on statements. Neither the Company nor SaleCo (ACN 604 677 796) (Mitula Group or Company) investment made pursuant to this Prospectus. intends to update or revise forward-looking and Mitula SaleCo Limited (ACN 605 833 403) This Prospectus includes information regarding statements, or to publish prospective financial (SaleCo) for the purposes of Chapter 6D of the past performance of the Mitula Group. Investors information in the future, regardless of whether Corporations Act 2001 (Cth) (Corporations Act). should be aware that past performance is not new information, future events or any other factors The offer contained in this Prospectus is an initial indicative of future performance. affect the information contained in this Prospectus, public offering to acquire fully paid ordinary shares except where required by law. No person is authorised to give any information (Shares) in the Company (Offer). or to make any representation in connection with This Prospectus uses market data and third party LODgement anD listing the Offer described in this Prospectus that is not estimates and projections. The Company and SaleCo have obtained significant portions of this This replacement prospectus is dated 12 June 2015 contained in this Prospectus. Any information not so contained may not be relied upon as having information from market research prepared by (Prospectus Date) and was lodged with the third parties. There is no assurance that any of Australian Securities and Investments Commission been authorised by the Company, SaleCo, the the third party estimates or projections contained (ASIC) on that date. It is a replacement prospectus Lead Manager or any other person in connection in this information will be achieved. Neither the which replaces the prospectus dated 3 June 2015 with the Offer. You should rely only on information Company nor SaleCo has independently verified and lodged with ASIC on that date (Original contained in this Prospectus. this information. Estimates involve risks and Prospectus). For the purposes of this document, Financial INFormation presentation uncertainties and are subject to change based this replacement prospectus will be referred to as Section 4 sets out in detail the Financial on various factors, including those discussed the Prospectus. Information referred to in this Prospectus and in the risk factors set out in Section 5. The Prospectus provides additional disclosure the basis of preparation of that information is of the fees received by PricewaterhouseCoopers set out in Section 4.2. Foreign JurisDictions Securities Ltd for the acquisition due diligence it The Financial Information has been prepared and This Prospectus does not constitute an offer or performed in relation to the acquisition of Lokku. presented in accordance with the recognition and invitation to apply for Shares in any place in which, This disclosure appears in Section 6.3.1 and in the measurement principles of Australian Accounting or to any person to whom, it would be unlawful to Independent Limited Assurance Report set out Standards (AAS) (including the Australian Accounting make such an offer or invitation. No action has in Section 8. Interpretations) issued by the Australian Accounting been taken to register or qualify the Shares or the None of ASIC, the Australian Securities Exchange Standards Board (AASB), which are consistent with Offer, or to otherwise permit a public offering of (ASX) or their respective officers take any International Financial Reporting Standards (IFRS) the Shares, in any jurisdiction outside Australia. responsibility for the contents of this Prospectus issued by the International Accounting Standards The taxation treatment of Australian securities or the merits of the investment to which this Board. The Forecast Financial Information included may not be the same as those for securities in Prospectus relates. in this Prospectus is unaudited and is based on the foreign jurisdictions. The Company applied to ASX on 4 June 2015 best estimate assumptions of the Directors. The The distribution of this Prospectus outside Australia for listing and quotation of the Shares on ASX. basis of preparation and presentation of the Forecast may be restricted by law, and persons who Financial Information is, to the extent applicable, As set out in Section 7.10.3, it is expected that the come into possession of this Prospectus outside consistent with the basis of preparation and Shares will be quoted on the ASX initially on a Australia should seek advice on and observe any presentation of the Historical Financial Information. deferred settlement basis. The Company, SaleCo, such restrictions. Any failure to comply with such Boardroom Pty Limited (Share Registry), and the All financial amounts contained in this Prospectus restrictions may constitute a violation of applicable Lead Manager disclaim all liability, whether in are expressed in Australian currency, unless otherwise securities laws. negligence or otherwise, to persons who trade stated. Any discrepancies between totals and sums In particular, the Shares have not been, and will not Shares before receiving their holding statement. of components in tables and figures contained in be, registered under the United States Securities Act this Prospectus are due to rounding. Shares issued to the Convertible Note holders, and of 1933, as amended (US Securities Act) or any Shares issued to the Lokku Vendors, are issued under The Historical Financial Information and the Forecast state securities laws in the United States and may this Prospectus. Financial Information in this Prospectus should not be offered, sold, pledged or transferred in the be read in conjunction with, and are qualified by United States unless the shares are registered under ExpirY Date reference to, the information contained in Section 4. the US Securities Act, or an exemption from the This Prospectus expires on the date that is 13 months ForWarD-looKing statements registration requirements of the US Securities act after the Prospectus Date (Expiry Date) and no and applicable US state securities laws is available. Shares will be issued or transferred on the basis This Prospectus contains forward-looking statements of this Prospectus after the Expiry Date. that are identified by words such as ‘may’, ‘could’, See Section 7.7.3 for more details on selling ‘believes’, ‘estimates’, ‘expects’, ‘intends’ and other restrictions that apply to the Offer and sale of Note to Applicants similar words that involve risks and uncertainties. Shares in jurisdictions outside Australia. The information in this Prospectus is not financial The Forecast Financial Information included in Exposure PerioD product advice and does not take into account your Section 4 of this Prospectus is an example of investment objectives, financial situation or particular forward-looking statements. The Corporations Act prohibits the Company and needs. It is important that you read this Prospectus SaleCo from processing Applications in the seven Any forward-looking statements involve known day period after the date of lodgement of the Original carefully and in its entirety before deciding whether and unknown risks, uncertainties, assumptions to invest in the Company. Prospectus (Exposure Period). The Exposure Period and other important factors that could cause actual enabled the Original Prospectus to be examined In particular, you should consider the assumptions events or outcomes to differ materially from the by market participants prior to the processing underlying the Forecast Financial Information and the events or outcomes expressed or anticipated in of Applications. The Exposure Period expired risk factors that could affect the performance of the these statements, many of which are beyond the on 11 June 2015. Applications received during the Company. You should carefully consider these risks control of the Mitula Group. The Forecast Financial Exposure Period, and Applications received after in light of your personal circumstances (including Information and the forward-looking statements the expiry of the Exposure Period but prior to the financial and tax issues) and seek professional should be read in conjunction with, and qualified by lodgement of this Prospectus (dated 12 June 2015) guidance from your stockbroker, solicitor, accountant reference to, the risk factors as set out in Section 5, have not been processed by the Company and will or other independent professional adviser before the specific and general assumptions set out in not receive any preference. deciding whether to invest in the Company. Some Sections 4.7.1 and 4.7.2, the sensitivity analysis set of the key risk factors that should be considered by out in Section 4.8 and other information contained Prospectus AVailabilitY prospective investors are set out in Section 5. There in this Prospectus. During the Offer Period, a paper copy of this may be risk