Prospectus Initial Public Offering of Ordinary Shares For personal use only Joint Global Co-ordinator, Joint Bookrunner and Joint Bookrunner and Joint Lead Manager Joint Lead Manager Financial Advisor Pepper Money Important information Offer Photographs and diagrams The Offer contained in this Prospectus is an invitation Photographs and diagrams used in this Prospectus that do for you to apply for fully paid ordinary shares (Shares) in not have descriptions are for illustration only and should Pepper Money Limited (ACN 094 317 665) (Pepper Money not be interpreted to mean that any person shown in them or Company). This Prospectus is issued by the Company. endorses this Prospectus or its contents or that the assets See Section 7 for further information on the Offer, including shown in them are owned by the Company. Diagrams used as to details of the securities that will be issued and in this Prospectus are illustrative only and may not be drawn transferred under this Prospectus. to scale or accurately represent the technical aspects of the products. Lodgement and listing This Prospectus is dated 7 May 2021 and was lodged with Disclaimer and forward-looking statements ASIC on that date (Prospectus Date). No person is authorised to give any information or make any representation in connection with the Offer which The Company will apply to the ASX within seven days after is not contained in this Prospectus. Any information or the Prospectus Date for admission of the Company to the representation not so contained may not be relied on as Official List and quotation of the Shares on the ASX (Listing). having been authorised by the Company, the Directors, Neither ASIC nor the ASX takes any responsibility for the the Joint Lead Managers (defined below) or any other content of this Prospectus or for the merits of the investment person in connection with the Offer. You should rely only to which this Prospectus relates. on information in this Prospectus when deciding whether to invest in Shares. Except as required by law, and only to Expiry date the extent so required, neither the Company nor any other No Shares will be issued or transferred on the basis of this person warrants or guarantees the future performance of the Prospectus after the expiry date, being 13 months after the Company, or any return on any investment made pursuant to Prospectus Date. this Prospectus. Note to Applicants This Prospectus contains forward-looking statements which The information contained in this Prospectus is not financial are statements that may be identified by words such as product advice and does not take into account the investment “may”, “will”, “would”, “should”, “could”, “believes”, “estimates”, objectives, financial situation or particular needs (including “expects”, “intends”, “plans”, “anticipates”, “predicts”, “outlook”, financial and tax issues) of any prospective investor. “forecasts”, “guidance” and other similar words that involve risks and uncertainties. The Forecast Financial Information is It is important that you read this Prospectus carefully and an example of forward-looking statements. These statements in its entirety before deciding whether to invest in the are based on an assessment of present economic and Company. In particular, in considering the prospects of the operating conditions and on a number of best estimate Company, you should consider the risk factors that could assumptions regarding future events and actions that, at the affect the performance of the Company. You should carefully Prospectus Date, are expected to take place (including the key consider these risks in light of your investment objectives, assumptions set out in Section 4). financial situation and particular needs (including financial and tax issues) and seek professional guidance from your No person who has made any forward-looking statements stockbroker, solicitor, accountant, financial adviser or other in this Prospectus (including the Company) has any intention independent professional adviser before deciding whether to update or revise forward-looking statements, or to publish to invest in the Shares. Some of the key risk factors that prospective financial information in the future, regardless of should be considered by prospective investors are set out in whether new information, future events or any other factors Section 5. There may be risk factors in addition to these that affect the information contained in this Prospectus, other should be considered in light of your personal circumstances. than to the extent required by law. You should also consider the assumptions underlying the Such forward-looking statements are not guarantees of Forecast Financial Information set out in Section 4 and future performance and involve known and unknown risks, the risk factors set out in Section 5 that could affect the uncertainties, assumptions and other important factors, Company’s business, financial condition and results of many of which are beyond the control of the Company, the operations. directors and management of the Company. Forward-looking statements should therefore be read in conjunction with, and No person named in this Prospectus, nor any other person, are qualified by reference to, risk factors as set out in Section guarantees the performance of the Company, the repayment 5, the sensitivity analysis as set out in Section 4.9, and other of capital by the Company or the payment of a return on information in this Prospectus. The Company cannot and the Shares. does not give any assurance that the results, performance or Exposure Period achievements expressed or implied by the forward-looking The Corporations Act prohibits the Company from statements contained in this Prospectus will actually occur processing applications to subscribe for, or acquire, and investors are cautioned not to place undue reliance on Shares offered under this Prospectus (Applications) in these forward-looking statements. As set out in Section 7, it the seven-day period after lodgement of this Prospectus is expected that the Shares will be quoted on the ASX initially with ASIC (Exposure Period). This Exposure Period may be on a deferred settlement basis. The Company, the Company’s extended by ASIC by up to a further seven days. service provider, Boardroom Pty Limited (Share Registry), the Joint Lead Managers and Co-Lead Manager disclaim all The purpose of the Exposure Period is to enable this liability, whether in negligence or otherwise, to persons who Prospectus to be examined by market participants prior trade Shares before receiving their holding statement. For personal use only to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, in which case Credit Suisse (Australia) Limited (“Credit Suisse”) and any Application may need to be dealt with in accordance with Goldman Sachs Australia Pty Ltd (“Goldman Sachs”) section 724 of the Corporations Act. have been engaged by the Company to act as joint global co-ordinators, joint bookrunners and joint lead managers Applications received during the Exposure Period will not to the Offer and KKR Capital Markets LLC (“KKCM”) and be processed until after the expiry of the Exposure Period. Royal Bank of Canada (“RBC”) have been engaged by No preference will be conferred on any Applications received the Company to act as joint bookrunners and joint lead during the Exposure Period. managers to the Offer (Credit Suisse, Goldman Sachs, KKCM and RBC together, the Joint Lead Managers and each a Joint Lead Manager). The Joint Lead Managers and the Co-Lead Manager have not authorised, permitted Prospectus 2021 or caused the issue or lodgement, submission, dispatch or trading, principal investing and other activities, result in the provision of this Prospectus and there is no statement in this Underwriter or its affiliates disclosing a substantial holding Prospectus which is based on any statement made by any and earning fees. Joint Lead Manager or Co-Lead Manager or by any of their respective affiliates or related bodies corporate (as defined Statements of past performance in the Corporations Act) (“Related Bodies Corporate”), This Prospectus includes information regarding the past or any of their respective officers, directors, employees, performance of the Company. Investors should be aware partners, contractors, advisers or agents. To the maximum that past performance should not be relied upon as being extent permitted by law, the Joint Lead Managers, Co- indicative of future performance. Lead Manager and their respective affiliates and Related Financial information presentation Bodies Corporate, and any of their respective officers, directors, employees, partners, contractors, advisers or All references to CY2018, CY2019, CY2020 appearing in agents expressly disclaim all liabilities in respect of, make no this Prospectus are to the financial years ended or ending representations regarding, and take no responsibility for, any 31 December 2018, 31 December 2019 and 31 December 2020 part of this Prospectus other than references to their name respectively, unless otherwise indicated. All references to and make no representation or warranty as to the currency, CY2021F appearing in this Prospectus are to the financial year accuracy, reliability or completeness of this Prospectus. ending 31 December 2021. The Joint Lead Managers, Co-Lead Manager and their All financial amounts contained in this Prospectus are respective affiliates and Related Bodies Corporate and any expressed in Australian