thedocyard Ltd ACN 602 586 407 thedocyard Ltd STRICTLY CONFIDENTIAL Prospectus Joint Lead Managers andFor personal use only Underwriters Legal Adviser thedocyard Ltd Prospectus ii Important Notices The Offer ordinary shares. All New Shares and not be processed until after the expiry of interpretations issued by the International Consideration Shares offered under this the Exposure Period. No preference will Accounting Standards Board (IASB). This Prospectus is issued by thedocyard Prospectus are described and offered on be conferred on Applications received Limited ACN 602 586 407 (the Investors should note that certain a post-Consolidation basis. during the Exposure Period. Company) for the purposes of Chapter financial data included in the Prospectus 6D of the Corporations Act 2001 (Cth) Expiry Date Obtaining a copy of this is not recognised under the Australian (Corporations Act). The Offer contained Accounting Standards; and is classified This Prospectus expires on the date Prospectus in this Prospectus is an offer to acquire as ‘non-IFRS financial information’ which is 13 months after the Prospectus During the Exposure Period, an electronic fully paid ordinary shares in the Company under Regulatory Guide 230 ‘Disclosing Date (“Expiry Date”). No Shares will be version of this Prospectus (without an (Shares). The Offer also includes the non-IFRS financial information’ published issued on the basis of this Prospectus Application Form) will be available at Employee LTI Option Offer and the by ASIC. The Company and Ansarada after the Expiry Date. www.investorserve.com. au to persons Non-Executive Director Option Offer. believe that this non-IFRS financial who are Australian residents only. See Sections 7.7 and 7.8 for further Note to Applicants information provides useful information Application Forms will not be made information on the Offer. to users in measuring the financial The information contained in this available until after the Exposure Period performance and condition of the Group. Re-compliance prospectus Prospectus is not investment or has expired. financial product advice and has been The non-IFRS financial measures do In addition to the purpose of raising During the Offer Period, this Prospectus prepared as general information only, not have standardised meanings under funds under the Offer, this Prospectus is available in electronic form at without consideration for your particular the Australian Accounting Standards, is a re-compliance prospectus for the www.investorserve.com.au. The Offer investment objectives, financial situation and therefore may not be comparable purposes of satisfying Chapters 1 and constituted by this Prospectus in or particular needs. with similarly titled measures presented 2 of the ASX Listing Rules and to satisfy electronic form at www.investorserve. by other entities, nor should these It is important that you read this the ASX requirements for re-admission com.au is available only to persons within be interpreted as an alternative to Prospectus carefully and in full before to the Official List following a change to Australia. The Prospectus is not available other financial measures determined deciding whether to invest in the the nature and scale of the Company’s to persons in other jurisdictions (including in accordance with the Australian Company. activities. the United States) in which it may not be Accounting Standards. Investors are In particular, you should consider the lawful to make such an invitation or offer. Lodgement and Listing cautioned not to place undue reliance on assumptions underlying the Pro forma If you access the electronic version of any non-IFRS financial information, ratios This Prospectus is dated 30 October Historical Financial Information (see this Prospectus, you should ensure that and metrics included in this Prospectus. 2020 (Prospectus Date) and was Section 4) and the risk factors that could you download and read the Prospectus The Financial Information should be lodged with the Australian Securities affect the business, financial condition in its entirety. read in conjunction with, and qualified by and Investments Commission (ASIC) on and financial performance of the You may, before the Offer Period expires, reference to, the information contained in that date. Company. You should carefully consider obtain a paper copy of this Prospectus Sections 4 and 10. The Company will apply to the Australian these risks in light of your investment (free of charge) by telephoning the All financial amounts contained in this Securities Exchange (ASX) within seven objectives, financial situation and Offer Information Line on 1300 737 760 Prospectus are expressed in Australian days after the Prospectus Date, for particular needs (including financial and (within Australia) from 8:30am to 5:30pm dollars, unless otherwise stated. Any quotation on ASX of the New Shares taxation issues) and seek professional (Sydney Time), Monday to Friday. If you discrepancies between totals and and Consideration Shares to be issued advice from your accountant, financial are eligible to participate in the Offer and sums of components in tables, figures pursuant to this Prospectus. None of adviser, stockbroker, lawyer or other are calling from outside Australia, you and components contained in this ASIC, ASX or any of their respective professional adviser before deciding should call +61 2 9290 9600 from 8:30am Prospectus are due to rounding. officers takes any responsibility for whether to invest in Shares. Some to 5.30pm (Sydney Time), Monday to the contents of this Prospectus or the of the key risk factors that should be Friday. Investigating Accountant’s Report on merits of the investment to which this considered by prospective investors are Financial Information and financial Applications for Shares may only Prospectus relates. set out in Section 5 of the Prospectus. services guide be made during the Offer Period on There may be risk factors in addition to Offer conditional an Application Form attached to or The provider of the Investigating these that should be considered in light Accountant’s Report on Financial Completion of the Offer is conditional on: accompanying this Prospectus. of your personal circumstances. Information is required to provide The Corporations Act prohibits any • the passing of all Acquisition Except as required by law, and only to Australian retail clients with a financial person from passing the Application Resolutions that are being put the extent required, no person named in services guide in relation to the review Form on to another person unless to Shareholders at the General this Prospectus, nor any other person, under the Corporations Act. The Meeting; and it is attached to a paper copy of the warrants or guarantees the performance Investigating Accountant’s Report and Prospectus or the complete and • the Company receiving conditional of the Company, the repayment of accompanying financial services guide unaltered electronic version of this approval from ASX that it will capital by the Company or any return on are provided in Section 8. Prospectus. re-admit the Company to the Official investment in Shares made pursuant to Statements of past performance List and terminate the suspension this Prospectus. Financial Information from Official Quotation of the This Prospectus includes information No person is authorised to give Section 4 sets out in detail the Financial Shares, subject to such terms and regarding the past performance of the conditions (if any) as are prescribed any information or to make any Information referred to in this Prospectus Company. Investors should be aware by ASX or the ASX Listing Rules. representation in connection with and the basis of preparation of that that past performance should not be the Offer which is not contained in Financial Information. In the event the Shareholders do not relied upon as being indicative of future this Prospectus. Any information or approve the Acquisition Resolutions at All references to FY18, FY19 and FY20 performance. the General Meeting or approval from representation not so contained may not appearing in this Prospectus are to the ASX is not given within three months be relied on as having been authorised financial years ended or ending 30 June Forward looking statements after application for quotation of the by the Company, the Directors, the Joint 2018, 30 June 2019 and 30 June 2020 This Prospectus contains forward looking New SharesFor personal use only and Consideration Shares is Lead Managers or any other person in respectively, unless otherwise indicated. statements, which may be identified made (or any longer period permitted by connection with the Offer. You should rely by words such as “anticipates”, “may”, only on information in this Prospectus. The Historical Financial Information is law), the Offers will not proceed and no presented on both a statutory and pro “should”, “could”, “likely”, “believes”, New Shares or Consideration Shares will Exposure Period forma basis (as described in Section 4) “estimates”, “expects”, “targets”, be issued pursuant to this Prospectus. If “predicts”, “projects”, “forecasts”, The Corporations Act prohibits the and has been prepared and presented this occurs, Applicants will be reimbursed “intends”, “guidance”, “plan” and other Company from processing Applications in accordance with the recognition their Application Monies (without similar words that involve risks and in the seven day period after the date of and measurement principles of interest).