iCar Asia Limited ACN 157 710 846 Rights Issue Offer Prospectus For a non-renounceable rights issue of one New Share for every 5.8 Shares held by Eligible Shareholders at an issue price of $0.18 per New Share to raise up to approximately $10,000,000, together with one attaching option for every one New Share issued (New Option) (Offer). The Offer is fully underwritten by Bell Potter Securities Limited (ACN 006 390 772) (the Underwriter). IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. Important Notices Offer The Offer contained in this Prospectus is an invitation to Eligible Shareholders to acquire fully paid ordinary shares in iCar Asia Limited (Company or iCar), on the basis of an Entitlement comprising one New Share for every 5.8 Shares held on the Record Date at an Offer Price of $0.18 per New Share, to raise approximately $10 million (before costs). Lodgement This Prospectus is dated 15 November 2017 and was lodged with ASIC on that date. ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The Company will apply to ASX for quotation of the New Shares on ASX within seven days after the date of this Prospectus. No Securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Transaction specific Prospectus This Prospectus is a ‘transaction specific’ prospectus to which the special content rules under Section 713 of the Corporations Act apply. This allows the issue of a concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. This Prospectus does not include all of the information that would be included for an initial public offering of securities. ASX maintains a database of publicly available information issued by the Company as a disclosing entity. Notes to Applicants The Offer contained in this Prospectus does not take into account the investment objectives, financial position and particular needs of individual investors. It is important that you read this Prospectus carefully and in full before deciding to apply for New Shares. In particular, you should consider the risk factors that could affect the financial performance of the Company in light of your personal circumstances and seek professional advice from your accountant, tax adviser, stockbroker, lawyer or other professional adviser before deciding to invest. No person (whether named in this Prospectus or otherwise) guarantees the performance of the Company, the repayment of capital or the payment of a return on the Shares. No person is authorised to provide any information or make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form. Risk factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 5. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as “may”, could”, “believes”, “estimates”, “expects”, “intends” and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Forward looking statements should be read in conjunction with the risk factors set out in Section 5 of this Prospectus. No offering where offering would be illegal This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Securities or the Offer, or to otherwise permit a public offering of New Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Electronic Prospectus Eligible Shareholders can obtain a copy of this Prospectus during the Offer period on the Company’s website at www.icarasia.com. If you access an electronic copy of this Prospectus, you should read the entire Prospectus. The electronic copy of this Prospectus will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to Section 1.6 for further information). Enquiries If you have any questions, please call Computershare Investor Services Pty Limited on either 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) at any time between 9.00am and 5.30pm (Melbourne time), Monday to Friday, until the Closing Date. Alternatively, please contact your broker, accountant or other professional adviser. Contents Table of contents Important Notices 2 Timetable 3 Chairman’s Letter 4 1 Details of the Offer 6 1.1 The Offer .................................................................................................................... 6 1.2 Eligibility to participate in the Offer ............................................................................ 6 1.3 Acceptance and how to apply .................................................................................... 6 1.4 Entitlements not taken up and Ineligible Shareholders ............................................. 7 1.5 Payment by cheque/bank draft .................................................................................. 7 1.6 Payment by BPAY® ................................................................................................... 7 1.7 Effect on control of the Company .............................................................................. 8 1.8 Quotation ................................................................................................................... 8 1.9 Issue .......................................................................................................................... 9 1.10 Overseas shareholders .............................................................................................. 9 2 Loan Facility and Catcha Options 11 2.1 Loan Facility ............................................................................................................. 11 2.2 Catcha Options ........................................................................................................ 11 3 Purpose and effect of the Offer 12 3.1 Purpose of the Offer................................................................................................. 12 3.2 Effect of the Offer ..................................................................................................... 12 3.3 Pro-forma balance sheet ......................................................................................... 13 3.4 Effect on capital structure ........................................................................................ 15 3.5 Details of substantial holders ................................................................................... 16 4 Rights and liabilities attaching to securities 18 4.1 Shares ...................................................................................................................... 18 4.2 New Options ............................................................................................................ 19 5 Risk factors 21 5.1 Introduction .............................................................................................................. 21 5.2 Company specific..................................................................................................... 21 5.3 General risks ............................................................................................................ 24 6 Additional information 25 6.1 Litigation ..................................................................................................................