Prospectus Initial Public Offering of Ordinary Shares Kogan.com Limited ACN 612 447 293 For personal use only Lead Manager and Underwriter Legal Adviser Canaccord Genuity (Australia) Limited Arnold Bloch Leibler Important Information THE OFFER Further detail has been included in the not take into account your investment This “Prospectus” is issued by notes to the Pro Forma Historical objectives, financial situation or Kogan.com Limited ACN 612 447 293 Balance Sheet in Section 4.4. Further particular needs. It is important that (“Company” or “Kogan.com”) for disclosures have been made regarding you read this Prospectus carefully and the purposes of Chapter 6D of the risks in Section 5, the Board’s in its entirety before deciding whether the Corporations Act 2001 (Cth) experience with respect ASX-listed to invest in the Company. (“Corporations Act”). The offer entities and continuous disclosure in In particular, you should consider the contained in this Prospectus is an initial Section 6.4, the current and future assumptions underlying the Forecast public offering to acquire fully paid corporate structure in Section 9.1, the Financial Information and the risk ordinary shares (“Shares”) in the effect that the Voluntary Escrow factors that could affect the Company (“Offer”). The Offer will Arrangements may have on potential performance of the Company. You comprise a “Broker Firm Offer”, control transactions or other corporate should carefully consider these risks in a “Priority Offer”, an “Employee Offer” actions in Sections 1.5, 6.3.3.1, 6.3.3.2 light of your personal circumstances and an “Institutional Offer”. Refer to and 9.6, and a further discussion of the (including financial and tax issues) and Section 7 of this Prospectus for Company’s supplier and travel seek professional guidance from your further information. arrangements in Section 9.8. Further stockbroker, solicitor, financial adviser, disclosures have been included relating accountant or other independent LODGEMENT AND ListiNG to the issue of performance rights to professional adviser before deciding This Prospectus is dated 24 June 2016, senior management in Sections 1.6 and whether to invest in the Company. and a copy was lodged with the 6.3.3. Further disclosures have been Some of the key risk factors that Australian Securities and Investments included that the historical accounts should be considered by prospective Commission (“ASIC”) on that date have been prepared for a unit trust, the investors are set out in Section 5. There (“Prospectus Date”). This is a impact of the existence of a unit trust may be risk factors in addition to these replacement prospectus which in the Kogan Group and a summary of that should be considered in light of replaced the prospectus dated 9 June the terms of the Trust Deed in Sections your personal circumstances. 2016 and lodged with ASIC on that 4.2.2 and 9.1.3. date (“Original Prospectus”). Except as required by law, and only to The lodgement of a replacement the extent required, no person named This Prospectus differs from the Prospectus has also required certain in this Prospectus, nor any other Original Prospectus. The changes references to “Prospectus Date” to person, warrants or guarantees the include more prominent disclosures in be amended to refer to the “date performance of the Company or the the Chairman’s Letter and Sections 1.6 of the Original Prospectus” and to repayment of capital by the Company and 6.3.1.6 that a portion of the reflect the fact that an application or any return on investment made proceeds raised under the Offer will be has been lodged with ASX Limited pursuant to this Prospectus. payable to entities associated with ABN 98 008 624 691 (“ASX”) for Ruslan Kogan and David Shafer as well the admission of Kogan.com to the This Prospectus includes information as giving further prominence in the “Official List” and for quotation of regarding past performance of Chairman’s Letter and Founder and its Shares on the ASX. Kogan.com. Investors should be CEO’s Letter to certain risks of aware that past performance is not The Company has applied to ASX indicative of future performance. investing in the Company. There is for admission of the Company to the further elaboration on the Australian Official List and quotation of its Shares No person is authorised to give Retail Market, Australian Travel on ASX with the “ASX Code”, KGN. any information or to make any Bookings Industry and Australian None of ASIC, ASX or their respective representation in connection with Mobile Communications Industry in officers takes any responsibility for the the Offer described in this Prospectus which the Company operates in contents of this Prospectus or the which is not contained in this Sections 1.1, 2.1, 2.5.1 and 2.5.2 and this merits of the investment to which Prospectus. Any information not so includes further disclosures of this Prospectus relates. contained may not be relied upon competitors in these markets. Further as having been authorised by the expanded definitions and descriptions As outlined in Section 7, it is expected Company, the Directors, the Lead of certain concepts outlined in Section that the Shares will be quoted on ASX Manager or any other person in 3 and the Glossary have been provided initially on a deferred settlement basis. connection with the Offer. You should including for example: “Private Label The Company, Computershare Investor rely only on information contained in Share Products” and “Third Party Branded Services Pty Limited (“ this Prospectus. Registry Products”. References to “GTV” have ”), and Canaccord Genuity Canaccord been changed to “Gross Sales” (Australia) Limited (“ ” or FiNANCial INFORmatioN Lead Manager throughout the Prospectus, together “ ”) disclaim all liability, PRESENtatioN with additional disclosure explaining whether in negligence or otherwise, Section 4 sets out in detail the the use of “Gross Sales” as a non-IFRS to persons who sell Shares before Financial Information referred to in financial measure, requiring receiving their holding statements, this Prospectus and the basis of consequential changes and including even if you obtained details of your preparation of that information. holding statement from the Kogan.com updated figures and tables in Figures All references to “FY2014”, “FY2015”, IPO Information Line or confirmed your 3.2, 3.4, 3.6, 4.1, 4.2 and 4.7, as well as “FY2016” and “FY2017” appearing firm allocation through a Broker, Tables 4.2, 4.3 and 4.4. Further in this Prospectus are to the financial or otherwise. disclosures have been included relating years ended or ending 30 June 2014, to the pricing of Third Party Branded EXpiRY DatE 30 June 2015, 30 June 2016 and For personal use only Products and Kogan Travel travel This Prospectus expires on the date 30 June 2017, respectively, unless packages in Secitons 3.3.1 and 3.3.2 which is 13 months after the date otherwise indicated. All references and the Cost of Customer Acquisition of the Original Prospectus (“Expiry to “1H FY2015”, “1H FY2016” and in Section 3.5.4. Disclosures of Date”), and no Shares will be issued “1H FY2017” appearing in this increased prominence have been made on the basis of this Prospectus after Prospectus are to the six months for the Company’s significant the Expiry Date. ended or ending 31 December 2014, accounting policies in Section 4.2.2, 31 December 2015 and and for the assumptions for the NotE to AppliCANTS 31 December 2016, respectively, preparation of Forecast Financial The information in this Prospectus is unless otherwise indicated. All Information in Section 4.2.3 and 4.8.1. not financial product advice and does references to “2H FY2013”, “2H FY2015” Kogan.com Prospectus Important Information continued and “2H FY2016” appearing in this officers, employees or advisers give In particular, the Shares have not been, Prospectus are to the six months any representation, assurance or and will not be, registered under the ended or ending 30 June 2013, guarantee that the results, performance United States Securities Act of 1933, as 30 June 2015 and 30 June 2016, or achievements expressed or implied amended (“US Securities Act”), or any respectively, unless otherwise indicated. by the forward-looking statements state securities law in the United States All references to “CY2001”, “CY2014”, contained in this Prospectus will and may not be offered, sold, pledged “CY2015”, “CY2016” and “CY2019” actually occur, and investors are or transferred in the United States appearing in this Prospectus are to cautioned not to place undue reliance unless the Shares are registered under the calendar years ended or ending on such forward-looking statements. the US Securities Act, or an exemption 31 December 2001, 31 December 2014, The Company does not intend to from the registration requirements of 31 December 2015, 31 December 2016 update or revise forward-looking the US Securities Act and applicable and 31 December 2019, respectively, statements, or to publish prospective United States state securities laws unless otherwise indicated. financial information in the future, is available. The Historical Financial Information regardless of whether new information, See Section 9.10 for more detail on has been prepared and presented in future events or any other factors selling restrictions that apply to the accordance with the recognition and affect the information contained in Offer and sale of Shares in jurisdictions measurement principles prescribed in this Prospectus, except where required outside Australia. the Australian Accounting Standards, by law. except where otherwise stated. The This Prospectus, including in the CHANGES to INFORmatioN Forecast Financial Information included Industry Overview and Company Information contained in this in this Prospectus is unaudited and Overview contained in Sections 2 and Prospectus may change.