For personal use only
PEPPERMINT INNOVATION LIMITED
ACN 125 931 964
PROSPECTUS
For:
- a pro-ratanon-renounceable offer to Eligible Shareholders of one Option for every ten Shares held on the Record Date to acquire one Share at an exercise price of $0.02 on or before 22 December 2021 (Bonus Option Offer); and
- an offer to Eligible Shareholders of a further Option for every Bonus Option exercised prior to the Bonus Option Expiry Date to acquire one Share at an exercise price of $0.03 on or before 30 June 2023 (Additional Option Offer),
(together, the Offers).
IMPORTANT NOTICE
This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.
The Shares offered under this Prospectus should be considered speculative.
For personal use only
TABLE OF CO N TENTS | ||
1. | CORPORATE DIRECTORY.......................................................................................... | 1 |
2. | TIMETABLE AND IMPORTANT NOTES ........................................................................ | 2 |
3. | DETAILS OF THE OFFERS............................................................................................ | 6 |
4. | PURPOSE AND EFFECT OF THE OFFERS ..................................................................... | 9 |
5. | RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ............................................. | 12 |
6. | RISK FACTORS ........................................................................................................ | 19 |
7. | ADDITIONAL INFORMATION .................................................................................. | 27 |
8. | DIRECTORS' AUTHORISATION ................................................................................ | 35 |
9. | DEFINITIONS ........................................................................................................... | 36 |
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1. CORPORATE DIRECTORY
Directors
Christopher Kain
Managing Director
Anthony Kain
Executive Director
Matthew Cahill
Non-executive Director
Chief Financial Officer
Michael van Uffelen
Company Secretary
Anthony Kain
Share Registry*
Computershare Investor Services Pty Ltd
Level 11
172 St Georges Terrace
PERTH WA 6000
Telephone: 1300 850 505
Facsimile: +61 3 9473 2500
Registered Office
Level 2 East
The Wentworth Building
300 Murray Street
PERTH WA 6000
Telephone: + 61 8 6255 5504
Email: info@pepltd.com.au
Website: www.pepltd.com.au
ASX Code
PIL
Lawyers
Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000
Auditors*
RSM Australia Partners
Level 32
2 The Esplanade
PERTH WA 6000
For personal
- These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.
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2. TIMETABLE AND IMPORTANT NOTES
2.1 | Timetable | ||
Action | Date | ||
Appendix 3B lodged at ASX | 29 November 2021 | ||
Lodgement of Prospectus at ASIC and ASX | 29 November 2021 | ||
Lodgement of application at ASX for quotation of | |||
Additional Options | |||
Record Date for Bonus Options | 3 December 2021 | ||
Allotment Date for Bonus Options | 6 December 2021 | ||
Lodgement of Appendix 2A at ASX for Bonus Options | |||
Despatch of holding statements and Option Exercise | 10 December 2021 | ||
Notices by no later than | |||
Expiry date of Bonus Options | 22 December 2021 | ||
Expected Allotment date of Shares and Additional | 29 December 2021 | ||
Options exercised under the Bonus Option Offer | |||
Last date for quotation of Additional Options (and | 9 February 2022 | ||
lodgement of Appendix 2A at ASX for Additional | |||
Options) | |||
Expiry date of Additional Options | 30 June 2023 | ||
* The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Additional Options are expected to commence trading on ASX may vary with any change in the Closing Date.
2.2 Offer Summary
Issue price of Bonus Options | Nil |
Issue price of Additional Options | Nil |
Exercise price of Bonus Options | $0.02 |
Exercise price of Additional Options | $0.03 |
Maximum number of Bonus Options to be issued | 196,471,8281 |
Maximum number of Additional Options to be issued | 196,471,8282 |
Maximum number of Shares to be issued following | 392,943,6563 |
exercise of Bonus Options and Additional Options | |
Bonus Options Expiry Date | 22 December 2021 |
Additional Options Expiry Date | 30 June 2023 |
Notes:
- Excludes any Shares which may be issued in the event that any Existing Options (including Placement Options and Broker Options)are exercised prior to the Record Date. Fractional entitlements have been rounded down.
- Assumes all Bonus Options are exercised.
- Assumes all Bonus Options and Additional Options are exercised.
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Important Notes
This Prospectus is dated 29 November 2021 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
No securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
It is important that investors read this Prospectus in its entirety. The information contained in this Prospectus is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Company or the Options offered under this Prospectus. The Offer does not take into account the investment objectives, financial situation and particular needs of the investor. You should carefully consider the risks that impact on the Company in the context of your personal requirements (including your financial and taxation position) and seek professional guidance from your stockbroker, solicitor, accountant or other professional adviser prior to deciding whether to invest in the Company. The securities offered under this Prospectus should be considered highly speculative.
This Prospectus is a transaction specific prospectus for the offers of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. - Web Site - Electronic Prospectus
A copy of this Prospectus can be downloaded from the website of the Company at www.pepltd.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.
The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. - Website
No document or information included on our website is incorporated by reference into this Prospectus. - Risk Factors
Potential investors should be aware that subscribing for securities in the Company involves a number of risks. The key risk factors of which investors should be aware
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Peppermint Innovation Limited published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 22:40:04 UTC.