PROSPECTUS FREELANCER LIMITED ACN 141 959 042 For personal use only UNDERWRITER PTY LTD ACN 086 281 950 IMPORTANT NOTICES Offer into account the investment objectives, financial examined by market participants prior to the The Offer contained in this Prospectus is an situation or particular needs of any prospective raising of funds. Applications received during invitation for you to apply for fully paid ordinary investor. this exposure period will not be processed until shares in Freelancer Limited (Freelancer or Before deciding to invest in the Company, after the expiry of that period. No preference Company). This Prospectus is issued by you should read the entire Prospectus and in will be conferred on Applications received Freelancer. particular consider the assumptions underlying during the exposure period. Lodgement and listing the financial forecasts and the risk factors that Electronic Prospectus could affect the Company’s business, financial The Prospectus is available in electronic form This Prospectus is dated 21 October 2013 and condition and results of operations. You should was lodged with the ASIC on that date. It is via www.freelancer.com/investor. The Offer carefully consider these risks in light of your constituted by this Prospectus in electronic a replacement prospectus which replaces personal circumstances (including financial the prospectus dated 14 October 2013 that form is only available to persons receiving this and taxation issues) and seek professional Prospectus in electronic form within Australia. It was lodged with ASIC on that date (Original advice from your accountant, financial adviser, Prospectus). No securities will be issued on is not available to persons in other jurisdictions stockbroker, lawyer or other professional adviser (including in the United States). the basis of this Prospectus after its expiry date, before deciding whether to invest. Some of the being the date 13 months after the date of the risk factors are set out in Section 5. There may Persons having received a copy of this Original Prospectus. be risk factors in addition to these that should Prospectus in its electronic form may, during The key differences between the Original be considered. the Offer period, obtain a hard copy of the Prospectus by telephoning 1300 737 760 Prospectus and this Prospectus are the inclusion No person named in this Prospectus, nor any in this Prospectus of further details about the within Australia or +61 2 9290 9600 outside other person, guarantees the performance of Australia. Applications for Shares may only be global online marketplace offered by Freelancer the Company, the repayment of capital by the (in Section 3.3.6) and about the corporate made on the Application Form attached to or Company or the payment of a return on the accompanying this Prospectus in its paper copy entities within the Freelancer group and their Shares. role in Freelancer’s operations (in Section form or in its electronic form which may be 9.4), the further classification of Freelancer’s No person is authorised to give any information downloaded in its entirety from historical and pro-forma intangible assets or to make any representation concerning www.freelancer.com/investor. The Corporations between limited life intangible assets and the Offer which is not contained in this Act prohibits any person from passing on to indefinite life intangible assets (in Section 4.5) Prospectus. Any information or representation another person the Application Form unless it and the inclusion of an additional investment concerning the Offer which is not contained is attached to or accompanies a hard copy of risk relating to liquidity and realisation given in this Prospectus should not be relied upon as this Prospectus or the complete and unaltered the proportion of Shares that will be subject to having been authorised by the Company or its electronic version of this Prospectus. escrow or trading restrictions on completion of Directors. Glossary the Offer (in Sections 1.1 and 5.6.4). Forward-looking statements A number of terms and abbreviations used in Neither ASIC nor ASX take any responsibility for This Prospectus contains forward-looking this Prospectus have defined meanings which the contents of this Prospectus or the merits of statements. These statements are based on an appear in the Glossary. All financial amounts the investment to which this Prospectus relates. assessment of present economic and operating shown in this Prospectus are expressed in The fact that ASX may list any of the securities conditions, and on a number of assumptions Australian Dollars unless otherwise stated. offered under this Prospectus is not to be taken regarding future events and actions that, at the Photographs and diagrams as an indication of the merits of any of those date of this Prospectus, are expected to take securities, the Company or any aspect of the place (including the key assumptions set out in Photographs and diagrams used in the Offer. The Company has applied to ASX for the Section 4.3). Such forward-looking statements Prospectus that do not have descriptions are for listing of the Company and quotation of the are not guarantees of future performance and illustration only and should not be interpreted to Shares on the ASX. involve known and unknown risks, uncertainties, mean that any person shown in them endorses this Prospectus or its contents or that the assets Offer restrictions assumptions and other important factors, many of which are beyond the control of the shown in them are owned by the Company. This Prospectus does not constitute an offer or Company, the Directors and management. Diagrams used in this Prospectus are illustrative invitation in any place in which, or to any person Forward-looking statements should therefore only and may not be drawn to scale. to whom, it would not be lawful to make such be read in conjunction with, and are qualified Privacy an offer. No action has been taken to register or by reference to, Sections 4 and 5, and other qualify the Shares or the Offer, or to otherwise information in this Prospectus. The Company If you apply for Shares under this Prospectus, permit a public offering of Shares, in any cannot and does not give any assurance that the you will be required to provide personal jurisdiction outside Australia. The distribution of results, performance or achievements expressed information to the Company and the Share this Prospectus in jurisdictions outside Australia or implied by the forward-looking statements Registry. The Company and the Share Registry may be restricted by law and persons who contained in this Prospectus will actually will collect, hold and use your personal come into possession of this Prospectus outside occur and investors are cautioned not to place information in order to assess your Application, Australia should seek advice on and observe any undue reliance on these forward-looking service your needs as an investor, provide such restrictions. Any failure to comply with statements. The Company has no intention facilities and services that you request and carry such restrictions may constitute a violation of of updating or revising forward-looking out appropriate administration. applicable securities laws. statements, or publishing prospective financial All personal information will be collected in In particular, the Shares to be offered under the information in the future, regardless of whether accordance with the National Privacy Principles Offer have not been, and will not be, registered new information, future events or any other as set out in the Privacy Act 1988. The law under the U.S. Securities Act and may not be factors affect the information contained in this requires that some of the information is required offered or sold in the United States unless Prospectus, except where required by law. to be collected. If you do not provide the the Shares have been registered under the This Prospectus, including the industry overview information requested, your Application may not U.S. Securities Act, or an exemption from the in Section 2, uses market data, industry forecasts be able to be processed or accepted. registration requirements of the U.S. Securities and projections. The Company has obtained The Company and the Share Registry may Act and applicable U.S. state securities laws significant portions of this information from disclose your personal information for purposes is available. The Shares may only be offered research prepared by third parties. There related to your investment to their agents and and sold outside the United States in “offshore is no assurance that any of the forecasts service providers, including those listed below, transactions” (as defined in Rule 902(h) of the contained in the reports, surveys and research or as otherwise authorised under the Privacy Regulation S under the U.S. Securities Act) of such third parties that are referred to in this Act 1988: in compliance with Regulation S under the Prospectus will be achieved. The Company has • the Underwriter; U.S. Securities Act or in the United States to not independently verified this information. Eligible U.S. Fund Managers in transactions Estimates involve risks and uncertainties and • the ASX for the purpose of confirming exempt from, or not subject to, the registration are subject to change based on various factors, compliance with the Listing Rules; requirements of the U.S. Securities Act. including those discussed in the risk factors set • the ASIC; out in Section 5. Without limiting the statements above, the • printers and other companies for the Shares to be offered under the Offer have not Statements of past performance purpose of preparation and distribution of been, and will not be, lodged or registered as statements and for handling mail. a prospectus in Singapore with the Monetary This Prospectus includes information regarding Authority of Singapore. Accordingly, this the past performance of the Company.