|CONTENTS OF PROSPECTUS — REGISTRATION STATEMENT||Shares||Warrants over Shares||Debentures||Warrants over Debentures||Certificates over Shares||Certificates over Debentures||
|1. INFORMATION ABOUT THE ISSUER|
General information about the issuer including:
(a) the full legal name of the issuer;
(b) if different to the legal name, the full commercial name of the issuer;
(c) the legal form of the issuer;
(d) the country of incorporation of the issuer and its incorporation number;
(e) if domiciled in a jurisdiction outside the country of incorporation, the legislation under which the issuer operates;
(f) if registered in a place other than the country of incorporation, the place of registration of the issuer and its registration number;
(g) the date of incorporation and registration and the length of time the issuer has remained incorporated or registered (or both) as is relevant. Where the issuer has a fixed life, this must be stated together with the end date; and
(h) the address and telephone number of its registered office (and its principal place of business if different from its registered office); and
(i) if the
(a) the issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the
(b) description, (including the amount) of the issuer's principal investments for the period referred to in (a); and
(c) a description of the issuer's principal investments that are in progress, including the geographic distribution of these investments (home and abroad) and the method of financing (internal or external).
*The information in 1.2 is not required to be included for
|2. OPERATIONAL FINANCIAL OVERVIEW|
|2.1||Actual and proposed business activities|
|A detailed description of the actual and proposed principal operations of the issuer including:|
|(a) the history of the issuer;||√||√||√||√||√||√||√|
|(b) a description of the principal activities and business of the issuer;||√||√||√||√||√||√||√|
|(c) a description of important events in the development of the issuer's business;||√||√||√||√|
|(d) a description of, and key factors relating to, the nature of the issuer's operations and its principal activities, specifying the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information;||√||√||√||√||√||√||√|
|(e) an indication of any significant new products and/or services that have been introduced by the issuer and, to the extent the development of new products or services has been publicly disclosed, the status of the development;||√||√||√||√||√||√||√|
|(f) a description of the principal markets in which the issuer operates, including a breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information;||√||√||* √||√||√|
|(g) details of any major customers, suppliers or other material dependencies of the issuer;||√||√||√||√||√||√||√|
|(h) if material to the issuer's business or profitability, a summary of the extent to which the issuer is dependent on any patents or licences, industrial, commercial or financial contracts or new manufacturing processes;||√||√||√||√||√||√||√|
|(i) the basis for any statement made by the issuer regarding its competitive position;||√||√||√||√||√||√||√|
|(j) where the information given under this item has been influenced by exceptional factors, statement about that fact; and||√||√||√||√|
(k) where the issuer belongs to a
*The information in 2.1(f) is not required to be included for
Significant factors affecting income/operations
(a) Information regarding significant factors, including unusual or infrequent events or new developments, which are materially affecting or may likely to so affect the issuer's income from operations, indicating the extent to which income was so affected.
(b) Where the financial statements disclose material changes in net sales or revenues, a narrative discussion of the reasons for such changes.
(c) Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.
Prominent disclosure of risk factors that are specific to the issuer and if relevant, its industry in a section headed "Risk Factors" containing information including:
(a) the material risks associated with investing in the issuer, and where applicable, any risks associated with the assets to be acquired using the proceeds of the offer;
(b) the effect that the material risks may have on the issuer together with a discussion of how the risk could affect the business, operating results and financial condition of the issuer;
(c) any steps proposed by the issuer to mitigate or manage the risks; and
(d) general and specific risks relating to the industry and the jurisdiction in which the issuer operates.
|2.4||Production and sales trends|
(a) Information about the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the
(i) there has been no material adverse change relating to the information referred to in (a) since the date of its last published financial statements, a statement to that effect; and
(ii) the issuer is not in a position to make such a statement, details of the material adverse change.
(c) Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year.
*The information in 2.4(c) is not required to be included for
|3. CONSTITUTION AND ORGANISATIONAL STRUCTURE|
A summary of the provisions of the constitution of the issuer including:
(a) a description of the issuer's objectives and purpose and where they can be found in the constitution;
(b) a summary of any provisions of the constitution with respect to its
(c) a description of the rights, preferences and restrictions attaching to each class of the existing
(d) a description of what action is necessary to change the rights of holders of the Securities, indicating where the conditions are more significant than is required by any law applicable to the issuer; 1
(e) a description of the conditions governing the manner in which annual general meetings and extraordinary general meetings of holders of
(f) a brief description of any provision of the constitution that would have an effect of delaying, deferring or preventing a change in control of the issuer;
(g) an indication whether there are any provisions in the constitution, governing the ownership threshold above which shareholder ownership must be disclosed;
(h) a description of the conditions imposed by the constitution governing changes in the capital, where such conditions are more stringent than is required by law applicable to the issuer;2
(i) any arrangements by which a single investor or group of investors may exercise significant influence over the issuer; and
(j) any other aspects of the constitution of the issuer which may be relevant to investors.
*The information in 3.1(a) is not required to be included for
Directors'3 powers under the constitution
A summary of the provisions of the constitution of the Issuer under which:
(d) the retirement or non-retirement of
If the issuer is a member of a
(a) identity of all the members of the
(b) a brief description of the
(c) the identity of the ultimate
(d) a list of significant
Property, plant and equipment
(a) existing material fixed assets, including any leased properties, and any major encumbrances in respect of such assets;
(b) planned acquisition of material fixed assets, including leased properties, and any major encumbrances in respect to those assets; and
(c) a description of any environmental issues that may affect the issuer's utilisation of the assets referred to in (a) and (b).
Information about material contracts of the issuer including:
(a) a summary of each material contract (to the extent not disclosed under 5.1), other than contracts entered into in the ordinary course of business, to which the issuer or any member of the
(b) a summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the
(a) Information about the capital resources of the issuer including:
(i) the short and long term capital resources;
(ii) an explanation of, the sources and amounts of, and a narrative description of, the cash flows;
(iii) the borrowing requirements and funding structure;
(iv) any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, its operations;
(b) Information regarding the anticipated sources of funds needed to fulfil commitments relating to:
(i) any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon; and
(ii) any principal future investments to which the
(c) Information relating to any undertakings in which the issuer holds a portion of its capital where such holding is likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
In the case of an issuer of
The following information as of the date of the most recent balance sheet included in the historical financial information of the issuer:
(a) The amount of issued share capital, and for each class of share capital:
(i) the number of shares authorised;
(ii) the number of shares, issued and fully paid, and issued but not fully paid;
(iii) the par value per share, or that the shares have no par value; and
(iv) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, a statement to that effect.
(b) If there are shares not representing capital, the number and main characteristics of such shares.
(c) The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by
(d) The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.
(e) Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.
(f) Historical information about the share capital highlighting any changes for the period covered by the historical financial information.
*The information in 5.3(a) is not required to be included for
If any options or other rights granted in respect of
|6. MANAGEMENT OF THE ISSUER|
Details relating to directors and senior managers ("Key Persons")
(a) names, business addresses, functions and principal activities carried out by the following
(iii) the members of the senior management (senior managers) of the issuer and, if they are also
(iv) founding members, if the issuer has been established for fewer than five years; and
(v) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business.
(b) The nature of any family or business relationship between any of the
(c) Except for the category of Person in item (a)(iv) above, details of each of the
(i) the names of all companies and partnerships in which such
(ii) any convictions relating fraud or other financial crimes for at least the previous five years;
(iii) details of any bankruptcies, receiverships or liquidations of another entity with which a
(iv) details of any official public incrimination and/or sanctions of such a
(v) if there is no such information to be disclosed pursuant to (i) – (iv), a statement to that effect.
(d) If there is a potential conflict of interests between the personal interests of any
(e) Information about any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any
(f) Details relating to any restrictions agreed by a
Other information relating to key
(a) For the last completed financial year of the issuer, information relating to each
(i) the amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such
(ii) the total amounts set aside or accrued by the issuer or its
(b) For the last completed financial year of the issuer:
(i) the date of expiration of the current term of office, if applicable, and the period during which the
(ii) information about any service contracts with a
(iii) information about the issuer's audit committee, nomination committee and remuneration committee, if any, including the names of committee members and a summary of the terms of reference under which the committee operates; and
(iv) statements as to whether or not the issuer is complying with any corporate governance regime in its country of incorporation or domicile and if so whether or not such a regime is compatible with the corporate governance regime under the Law and the
*The information in 6.2(b)(iii) and (iv) is not required to be included for
Information about employees
Information relating to the following:
(i) the number of
(ii) the average for each financial year for the period covered by the historical financial information up to the date of the
(b) If the issuer employs a significant number of temporary
|7. FINANCIAL INFORMATION ABOUT THE ISSUER|
Historical financial information about the issuer
(a) Historical financial information covering the latest 3 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:
(i) prepared in accordance with the
(ii) audited in accordance with the standards of the
(iii) independently audited or reported on as to whether or not, for the purposes of the
(b) Historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation) where such information in respect of each year is:
(i) prepared in accordance with the
(ii) audited in accordance with the standards of the
(iii) independently audited or reported on as to whether or not, for the purposes of the
(c) In respect of the last year of audited financial information included, such information not being older than:
(i) in the case of Debentures that have a denomination of US $100,000 or more per
(ii) in any other case:
(A) 18 months from the date of the
(B) 15 months from the date of the
(d) A statement that the historical financial information has been audited.
(e) If the audit reports on the historical financial information have been refused by the auditors or if they contain qualifications or disclaimers, reproduction of such refusal, qualifications or disclaimers in full and the reasons given.
(f) If any other information in the
(g) If any financial data in the
(h) If since the date of the issuer's last audited financial statements quarterly or half yearly financial information has been published, such statements including:
(i) if the quarterly or half yearly financial information has been reviewed or audited, the audit or review report; or
(ii) if the quarterly or half yearly financial information is unaudited or has not been reviewed, a statement to that effect.
(i) If the
(i) covering at least the first six months of the financial year;
(ii) including comparative statements for the same period in the prior financial year (except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet); and
(iii) if unaudited, a statement to that effect.
(j) If the issuer prepares both own and consolidated annual financial statements, at least the consolidated annual financial statements.
(k) A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement.
(l) Any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer's solvency.
*The information in 7.1(h) and 7.1(i) is not required to be included for
If an issuer chooses to include a profit forecast or a profit estimate in the
(a) information about the principal assumptions upon which the issuer has based its forecast or estimate:
(i) in a manner readily understandable by investors and prepared on a basis comparable with the historical financial information; and
(ii) showing a clear distinction between assumptions about factors which the
(b) a report prepared by independent accountants or auditors stating that in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer; and
(c) If a profit forecast in a
|8. OTHER INFORMATION RELATING TO THE ISSUER|
Information about auditors
(a) Information about the auditor including:
(i) the names, addresses and professional qualifications (including details of membership in any professional body) of the issuer's auditor for the period covered by the historical financial information; and
(ii) if the auditor has resigned, been removed or not been re-appointed during the period covered by the historical financial information, any details if material.
(a) Information about
(i) the name and address of any
(ii) how the
(iv) whether any
(b) If there are no
(c) if a
(i) where relevant, the amount of the
(ii) whether the issuer is directly or indirectly owned or controlled by such a
|(d) a description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.||√||√||√||√||√||√||√|
Related party transactions
Disclosure of any
(a) the name and address of the
(b) how the
(c) details of the
(i) the parties to the transaction;
(ii) the date of the transaction;
(iii) the value of the transaction;
(iv) whether prior shareholder approval was obtained from a majority of shareholders;
(v) if the transaction is not concluded in the ordinary course of business and on normal commercial terms no less favourable than that of an arm's length transaction with an unrelated party, an explanation of why the transaction was not concluded on such terms; and
(vi) any future transactions involving the same or new
Research and development
Where material, a description of the issuer's research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on issuer-sponsored research and development activities.
Legal and other proceedings against the issuer
Information on any current or prior governmental, legal or arbitration proceedings or disputes (including any such proceedings which are pending or threatened of which the issuer is aware), which may have, or have had, covering at least the previous 12 months significant impact on the issuer and/or its
Other significant matters
(a) An explanation of any significant matter that investors would reasonably require in relation to the issuer and the issuer's jurisdiction, provided in a manner which gives appropriate prominence depending on the nature of the matter concerned and its significance.
(b) If the
Concurrent offers by directors of the issuer
(a) If one or more members of the
(i) the identity of each member making such offers;
(ii) the number of
(iii) the proportion of the holding of the member that those
(b) If no member of the
|9. RESPONSIBILITY FOR THE CONTENT OF PROSPECTUS|
A Responsibility Statement that:
(b) sets out the details of the
(i) where a
(ii) where a
(c) includes a declaration, from each
Signing of the prospectus by directors of the issuer
The date on which the
(a) If any
(i) the name, business address and professional qualifications of the
(ii) Information relating to any material interests of the
(iii) if the report has been produced at the issuer's request, a statement to that effect and that the report is included, in the form and context in which it is included, with the consent of the
(b) Where information has been sourced from an
Special categories of companies
If the issuer is a special category of company, such as a property, mineral, or scientific research company, or a start up company (a company with less than 3 year track record), a report by an
|10. DOCUMENTS ON DISPLAY|
Documents for inspection
A statement that the following documents, in original or copy form, where applicable, may be inspected:
(a) the constitution of the issuer;
(b) the historical financial information of the issuer; and
(c) any information produced by an expert at the issuer's request, any part of which is included or referred to in the
The details of how the documents referred to in 10.1 may be inspected.
1 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.
2 Applicable laws include any laws applicable to the issuer in the jurisdiction of its domicile or incorporation.
3 In the case of a
4 A reference to a
6 A breakdown of the
7 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
8 With the last two years audited historical financial information being presented and prepared in a form consistent with that which will be adopted in the issuer's next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
12 See Rule 4.3.2(2) for the definition of a controller.
13 See Rule 3.5.2