Atomos Limited ACN 139 730 500 Prospectus for the initial public offering of up to 14,634,146 ordinary shares in the Company at an offer price of $0.41 per share Prospectus to raise $6.0 million. Underwriters and Joint Lead Managers Australian Legal Adviser Morgans Corporate Limited Henslow Pty Limited Maddocks Lawyers (AFSL 235407) (AFSL 483168) Important Notices Offer Historical Financial Information is presented on both a statutory and pro forma The Offer contained in this Prospectus is an invitation to apply for fully paid basis (refer Section 4.2) and has been prepared and presented in accordance ordinary shares in Atomos Limited (ACN 139 730 500) (Company). This Prospectus with the recognition and measurement principles of Australian Accounting is issued by the Company for the purposes of Chapter 6D of the Corporations Act. Standards (AAS) (including the Australian Accounting Interpretations) issued by the Australian Accounting Standards Board (AASB), which are consistent with International Financial Reporting Standards (IFRS) and interpretations Lodgement and Listing issued by the International Accounting Standards Board (IASB). This Prospectus is dated 30 November 2018 (Prospectus Date) and a copy This Prospectus also includes Forecast Financial Information based on the of this Prospectus was lodged with ASIC on that date. The Company will best estimate assumptions of the Directors. The basis of preparation and apply to ASX for admission of the Company to the official list of ASX and for presentation of the Forecast Financial Information is consistent with the quotation of its Shares on ASX within seven days after the date of this Prospectus. basis of preparation and presentation of the Historical Financial Information. Neither ASIC, ASX or their respective officers take any responsibility for the The Forecast Financial Information presented in this Prospectus is presented contents of this Prospectus or for the merits of the investment to which this on both a statutory and pro forma basis and is unaudited. Prospectus relates. The Financial Information is presented in abbreviated form. It does not include Expiry Date all of the presentation and disclosures required by AAS and other mandatory professional reporting requirements applicable to general purpose financial No Shares will be allotted or issued on the basis of this Prospectus later than reports prepared in accordance with the Corporations Act. The Financial 13 months after the date of the Prospectus Date. Information in this Prospectus should be read in conjunction with, and is qualified by reference to, the information contained in Sections 4 and 5 and Note to Applicants a summary of the Company’s significant accounting policies in Appendix 1. The information contained in this Prospectus is not financial product advice Investors should note that certain financial data included in the Prospectus is and does not take into account your investment objectives, financial situation not recognised under the AAS, and is classified as ‘non-IFRS financial information’ or particular needs. This Prospectus should not be construed as financial, under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published taxation, legal or other advice. The Company is not licensed to provide financial by ASIC. The Company believes that this non-IFRS financial information provides product advice in respect of its securities or any other financial products. useful information to users in measuring the financial performance and condition No person is authorised to give any information or to make any representation of Atomos. The non-IFRS financial measures do not have standardised meanings in connection with the Offer or the Shares described in this Prospectus. under AAS, and therefore may not be comparable with similarly titled measures Any information or representation not contained in this Prospectus may not presented by other entities, nor should these be interpreted as an alternative to be relied on as having been authorised by the Company or the Joint Lead other financial measures determined in accordance with AAS. Investors are Managers in connection with the Offer. cautioned not to place undue reliance on any non-IFRS financial information, ratios and metrics included in this Prospectus. This Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company’s Shares. There are risks All financial amounts contained in this Prospectus are expressed in Australian associated with an investment in the Company’s Shares, which must be dollars and rounded to the nearest $’000 (thousand) unless otherwise stated. regarded as a speculative investment. Some of the key risks that should Some numerical figures included in this Prospectus have been subject to be considered are set out in Section 5. You should carefully consider these rounding adjustments. Any discrepancies between totals and sums of risks in light of your personal circumstances (including financial and tax components in tables contained in this Prospectus are due to rounding. issues). There may also be risks in addition to these that should be considered in light of your personal circumstances. Disclaimer If you do not fully understand this Prospectus or are in doubt as to how to No person is authorised by the Company or the Joint Lead Managers to give any deal with it, you should seek professional guidance from your stockbroker, information or make any representation in connection with the Offer that is not lawyer, accountant or other professional adviser before deciding whether contained in the Prospectus. Only information or representations contained in to invest in the Shares. this Prospectus may be relied on as having been authorised by the Company or its directors, the Joint Lead Managers or any other person in connection with No person named in this Prospectus warrants or guarantees the Company’s the Offer. The Company’s business, financial condition, results of operations and performance, the repayment of capital by the Company or any return on prospects may have changed since the Prospectus Date. investment made pursuant to this Prospectus. This Prospectus contains forward-looking statements concerning the Company’s business, operations, financial performance and condition as well as the No offer where offer would be illegal Company’s plans, objectives and expectations for its business, operations, This Prospectus does not constitute an offer or invitation to apply for Shares financial performance and condition. Any statements contained in this in any place in which, or to any person to whom, it would not be lawful Prospectus that are not of historical facts may be deemed to be forward- to make such an offer or invitation. No action has been taken to register looking statements. You can identify these statements by words such as or qualify the Shares or the Offer or to otherwise permit a public offering “aim”, “anticipate”, “assume”, “believe”, “could”, “due”, “estimate”, “expect”, “goal”, of the Shares, in any jurisdiction outside Australia. The Offer is not being “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “should”, extended to any investor outside Australia, other than to certain institutional “target”, “will”, “would” and other similar expressions that are predictions of and sophisticated investors as part of the institutional offer in certain or indicate future events and future trends. jurisdictions as described in Section 8.7. The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law and These forward-looking statements are based on current expectations, persons who come into possession of this Prospectus outside Australia should estimates, forecasts and projections about the Company’s business and seek advice on and observe any such restrictions. Any failure to comply with the industry in which the Company operates and management’s beliefs such restrictions may constitute a violation of applicable securities laws. and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors, many of which are in some cases beyond the Notice to United States residents Company’s control. As a result, any or all of the Company’s forward-looking The Shares being offered pursuant to this Prospectus have not been registered statements in this Prospectus may turn out to be inaccurate. Factors that may under the United States Securities Act of 1933, as amended (US Securities Act) cause such differences or make such statements inaccurate include, but are or any US state securities laws and may not be offered or sold in the United not limited to, the risk factors described in Section 5. Potential investors and States absent registration or an applicable exemption from registration under other readers are urged to consider these factors carefully in evaluating the the US Securities Act and applicable state securities laws. This Prospectus does forward-looking statements set out in this Prospectus and are cautioned not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there not to place undue reliance on such forward-looking statements. be any sale of the Shares in any state or other jurisdiction in which such offer, These forward-looking statements speak only as at the Prospectus Date. solicitation or sale would be unlawful under applicable law, including