Redflow Limited
ACN 130 227 271
Entitlement Offer Booklet
In relation to
A fully-underwritten pro-rata non-renounceable entitlement offer of 1 New Share for
every 9 Shares held at an issue price of $0.20 per New Share to raise up to
approximately $6.4 million.
The Entitlement Offer closes at 5pm (Sydney time) on Friday 17 April 2015.
An investment in the Company should be considered speculative
This Entitlement Offer Booklet is important and should be read in its entirety. If you
do not understand any part of this document or are in doubt as to what you should do,
you should contact your professional adviser immediately. This document is provided
for information purposes and is not a prospectus or other disclosure document under
the Corporations Act.
Underwriter and Lead Manager
Page 2
TABLE OF CONTENTS
Important Information.......................................................................................................... 2
Message from the Chairman & Managing Director............................................................ 3
Key Features of the Entitlement Offer ................................................................................ 6
1
2
3
4
5
6
Details of the Entitlement Offer .......................................................................................7
How to participate ........................................................................................................ 10
Investor presentation ................................................................................................... 14
Risk factors .................................................................................................................. 15
Additional information .................................................................................................. 21
Definitions .................................................................................................................... 28
Corporate Directory ........................................................................................................... 30
IMPORTANT INFORMATION
This Entitlement Offer is being made without a prospectus in accordance with section 708AA of the
Corporations Act 2001 to shareholders with a registered address in Australia, New Zealand, United
Kingdom, Singapore and Hong Kong recorded in the register of members on 7pm (Sydney time)
Friday 20 March 2015 (Record Date).
This document is not a prospectus under Australian law or under any other law. Accordingly, this
document does not contain all of the information which a prospective investor may require to make an
investment decision and it does not contain all of the information which would otherwise be required by
Australian law or any other law to be disclosed in a prospectus.
This booklet may contain forward-looking statements, opinions and estimates. Forward-looking
statements are not guarantees or predictions of future performance, and involve known and unknown
risks, uncertainties and other factors, many of which are beyond our control, and which may cause
actual results to differ materially from those expressed in the statements contained in this letter and
the attached materials. You should not place undue reliance on these forward-looking statements.
These forward-looking statements are based on information available to the Company as of the date
of this letter. Except as required by law or regulation (including the ASX Listing Rules) the Company
undertakes no obligation to update these forward-looking statements.
Before making any decision to invest, Eligible Shareholders must make their own investigations and
analyses regarding the Company, its business, financial performance, assets, liabilities and prospects,
rely on their own inquiries and judgements in the light of their own personal circumstances (including
financial and taxation issues) and seek appropriate professional advice.
This booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in
the United States or to, or for the account or benefit of, any 'US person' (as defined in Regulation S
under the US Securities Act of 1933, as amended (US Person)). Shares may not be offered or sold in
the United States or to, or for the account or benefit of, any US Person absent registration or an
exemption from registration. This booklet has been prepared for publication only in Australia, New
Zealand, United Kingdom, Hong Kong and Singapore and may not be released elsewhere.
Capitalised terms have the meaning given to them in section 6.
Page 3
MESSAGE FROM THE CHAIRMAN & MANAGING DIRECTOR
16 March 2015
Dear Shareholder,
A number of significant and positive changes have occurred since our capital raising in June 2014
which lead to a need for additional capital to be raised now.
New Market Opportunities
Distributed energy generation from renewable energy sources, both solar and wind, is rapidly gaining
traction as the cost of this generation falls significantly and becomes competitive with grid sourced
energy in important jurisdictions. When combined with world wide political imperatives to combat
climate change, and the introduction of policies both to limit and control coal fired generation and
support generation from renewables, the demand for efficient energy storage is developing rapidly
across several markets segments.
There are also political imperatives to deliver energy to many disadvantaged communities who do not
presently have access to reliable or cost effective electrical supply. Reliable, hardy, long-life and
maintenance-free energy storage is key and critical to the future of these communities.
Improvements on our Product Range and Performance
Pleasing improvements in the performance of our battery from ongoing R & D and testing give us the
opportunity to enter these new markets earlier than expected.
Not only have we been able to significantly lower the cost per kWh of energy throughput from our
battery, but the successful completion of the Cleantech project now enables us to produce
“containerized” solutions of up to sixty batteries to produce up to 660 kWh of energy at up to 800V DC.
These can also be placed in parallel for larger energy requirements.
The combination of our modular approach and the lower cost per kWh gives us flexibility. It enables us
to selectively enter residential markets where retail tariffs are high, and demand for renewable storage
has already been demonstrated ( such as Germany), and also produce flexible containerized
solutions for many applications. These include larger microgrids where multiple market opportunities
are emerging- for commercial buildings, mining and farming operations, and communities remote from
or constrained by available electrical energy grid supply.
Time to market is always important, and we have decided to “seed” key markets with demonstration
systems across a number of continents, including the USA, Europe, Africa, and the Americas, in
addition to pursuing emerging Australian domestic opportunities.. The recently attained CE certification
enables us to enter the European market where renewable energy deployment has advanced rapidly.
Sales
The sales timeframe which leads to commercial orders from these markets can be unpredictable. For
example, penetrating the telco market where we have been heavily focussed in 2014 is taking longer
than expected. Development of storage systems by our various system integrator partners has differed
for each customer, as has the level of customer site testing. Following these trials, the decision by
large telcos to switch from existing solutions including lead acid to a new battery technology is not
taken lightly and requires internal processes to be followed.
That said, we remain confident that our battery technology delivers significant advantages over
competing battery technologies in this market, and that commercial sales will develop this year.
Commercial trials with large important telcos over several continents are under way.
Clearly, our challenge and focus is to aggressively develop our sales pipeline, and we remain
confident that with several commercial trials now in place, and under negotiation, these will produce
positive commercial outcomes. Our target of positive cash flow by the end of 2015 is now more
challenging, but that objective remains a high priority.
Page 4
Your company enters 2015 confidently, and the new capital raised will enable us target a number of
these markets in parallel, to maximise our sales potential.
Manufacturing
Manufacturing has been successfully transitioned to Flextronics, and product is now available from
Flextronics in commercial quantities. This is important for our sales effort.
The cost of energy storage using our battery has reduced significantly, and we have a clearly planned
cost down programme which we believe will keep our technology competitive in targeted markets.
Board Composition
With the Company now entering a sales and growth phase, the composition of the Board will be
reviewed to ensure it is appropriately resourced with relevant skills and experience.
Capital Raising
On 16 March 2015, the Company announced a capital raising for approximately $16.1 million
comprising:
•
•
a share placement to raise $9.7 million (including approximately $3.4 million of shares to be
issued, subject to shareholder approval, to a director, Mr Simon Hackett, or his nominee); and
a fully underwritten non-renounceable entitlement offer (Entitlement Offer) to raise up to $6.4
million.
Details of the Entitlement Offer
The Entitlement Offer provides you with the opportunity to subscribe for 1 New Share for every 9
Shares held at 7pm (Sydney time) on Friday 20 March 2015 (Record Date) at an issue price of $0.20
per new share. The Entitlement Offer will be fully underwritten by Morgans Corporate Limited
(Morgans).
The offer price of $0.20 per new share represents:
•
•
a 20.8% discount to the volume weighted average price for the 10 days to 11 March 2015; and
a 9.1% discount to the last traded price on 11 March 2015.
Morgans Corporate Limited is Lead Manager and Underwriter to the capital raising.
The Offer
This Entitlement Offer Booklet contains details about the Entitlement Offer, instructions on how to
participate in the Entitlement Offer and risk factors relevant to an investment in Redflow.
It is important that you carefully read this booklet and the other publicly available information about the
Company on our website (www.redflow.com) and consider in particular the risk factors set out in
section 4 before making any investment decision. With this Entitlement Offer Booklet you will also find
your Entitlement and Acceptance Form which details your Entitlement and provides instructions on
how to participate in the Entitlement Offer.
The Entitlement Offer closes at 5pm (Sydney time) on Thursday 17 April 2015. To participate, you
need to ensure that either your completed Entitlement and Acceptance Form and Application Money
or your Application Money submitted by BPAY ® are received before this time in accordance with the
instructions set out on the form and in section 2 of this booklet.
Eligible Shareholders may also apply for New Shares in excess of their Entitlement, although any
application for Additional New Shares may be scaled back at the Company's discretion.
Page 5
Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable.
Shareholders who do not take up their Entitlements in full will not receive any value in respect of the
Entitlements they do not take up, and their percentage shareholding in the Company will be reduced
following the issue of New Shares.
Directors Intentions
Your Non-Executive Directors intend taking up their entitlements in full. On behalf of the Directors, we
thank you for your continued support.
Yours sincerely
Howard Stack
Chairman
Stuart Smith
Managing Director
Page 6
KEY FEATURES OF THE ENTITLEMENT OFFER
Summary of Offer
Issue Price
Discount
Entitlement
Additional New Shares available
$0.20 per New Share
•
20.8% to the 10 day VWAP of Shares traded
on ASX up to, and including, 11 March 2015
•
9.1% to the last price at which shares traded
on 11 March 2015
One New Share for every nine Shares held on the
Record Date (20 March 2015)
Eligible Shareholders may apply for New Shares
in excess of their Entitlement.
The Directors may scale back applications for
Additional New Shares in their absolute
discretion.
Maximum number of New Shares that can be
issued under the Entitlement Offer
Approximate number of Shares that will be on
issue if the Entitlement Offer is fully subscribed
(and if placement to Simon Hackett is approved)
Amount to be raised if the Entitlement Offer is
fully subscribed (before costs)
31,928,398 New Shares
336,506,493 Shares
Approximately $6.4 million
Key dates
Record Date to determine Entitlements
This booklet and Entitlement and Acceptance
Forms despatched
Opening date of the Entitlement Offer
Closing Date — last date for lodgement of
Entitlement and Acceptance Forms and payment
of Application Money
Trading of New Shares expected to commence
on a deferred settlement basis
Issue of New Shares
7pm (Sydney time) on Friday 20 March 2015
Wednesday 25 March 2015
Friday 25 March 2015
5pm (Sydney time) on Friday 17 April 2015
Monday 20 April 2015
Friday 24 April 2015
Holding statements for New Shares expected to
be despatched
Monday 27 April 2015
Normal trading of New Shares expected to
commence on ASX
Monday 27 April 2015
Eligible Shareholders that wish to participate in the Entitlement Offer are encouraged to subscribe for New Shares as soon as
possible after the Entitlement Offer opens. The Company reserves the right, subject to the Corporations Act, the Listing Rules
and other applicable laws, to vary the dates of the Entitlement Offer (including extending the Entitlement Offer or accepting late
applications) without notice.
Page 7
1
Details of the Entitlement Offer
1.1
The Entitlement Offer
Eligible Shareholders are invited to participate in a pro-rata non-renounceable Entitlement
Offer to raise up to approximately $6.4 million (before costs). The Entitlement Offer will be
conducted on the basis of 1 New Share for every 9 Shares held on the Record Date, at an
Issue Price of $0.20 per New Share, which is payable in full on application. Fractional
entitlements will be rounded up.
The Issue Price represents:
•
a discount of approximately 20.8% to the 10 day VWAP of Shares traded on ASX up
to and including 11 March 2015; and
•
a discount of approximately 9.1% to the last price at which shares traded on 11 March
2015
The Entitlement Offer is fully-underwritten by Morgans Corporate Limited (Morgans).
1.2
Eligible Shareholders
This booklet contains an offer of New Shares to Eligible Shareholders. Eligible Shareholders
are those holders of Shares who:
(a)
are registered as a holder of Shares on the Record Date;
(b)
have a registered address in Australia, New Zealand, United Kingdom, Hong Kong or
Singapore;
(c)
are not in the United States, are not a US Person and are not acting for the account or
benefit of a person in the United States or a US Person; and
(d)
are eligible under all applicable securities laws to receive an offer under the
Entitlement Offer.
The Entitlements of Eligible Shareholders who also hold options to subscribe for Shares will
be calculated on the basis of the number of Shares they hold on the Record Date,
disregarding any options which have not been exercised before that time.
Shareholders that are not Eligible Shareholders are Ineligible Shareholders.
1.3
Additional New Shares
Eligible Shareholders that have fully subscribed for their Entitlements under the Entitlement
Offer will be able to subscribe for additional shares (Additional New Shares). Additional New
Shares will be sourced from Entitlements that were not taken up under the Entitlement Offer.
Eligible Shareholders can subscribe for Additional New Shares by completing the relevant part
®
of the Entitlement and Acceptance Form, or through BPAY .
There is no guarantee that those Eligible Shareholders will receive the number of Additional
New Shares applied for, or any. The number of Additional New Shares will not exceed the
shortfall from the Entitlement Offer. The Directors reserve the right to allot and issue Additional
New Shares in their absolute discretion.
To the extent that any of the Entitlements of Eligible Shareholders are not allocated as
Additional New Shares, these Entitlements will be subscribed for by the Underwriter, subject to
the terms of the Underwriting Agreement.
Page 8
1.4
Ranking of New Shares
New Shares and Additional New Shares issued under the Entitlement Offer will rank equally
with existing Shares.
1.5
Withdrawal of Entitlement Offer
The Board reserves the right to withdraw all or part of the Entitlement Offer at any time before
the issue of New Shares, in which case the Company will refund Application Money without
payment of interest.
1.6
No cooling off rights
Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your
application or payment once it has been accepted, except as allowed by law.
1.7
No Entitlements trading
Entitlements are non-renounceable and will not be tradeable on ASX or otherwise
transferable. Shareholders who do not take up their Entitlement in full will not receive any
value in respect of those Entitlements that they do not take up.
1.8
Discretion to deal with shortfall
To the extent there is any shortfall in subscriptions for New Shares and Additional New Shares
under the Entitlement Offer, the Directors reserve the right to allocate top up Shares or place
any shortfall at their discretion within three months of the close of the Entitlement Offer.
1.9
Minimum subscription
There is no minimum subscription for the Entitlement Offer..
1.10
Purpose of the Entitlement Offer
This Entitlement Offer, together with the recent Share Placement, will be applied to fund sales
and marketing costs (including building systems for demonstration purposes), inventory
required for manufacturing, additional plant and equipment and the costs of the Entitlement
Offer.
1.11
Underwriting
The Entitlement Offer is fully-underwritten by Morgans who will be paid a management fee of
2.0% of the Offer Amount and an underwriting fee of 3.0% of an amount equal to the Offer
Amount less the amount subscribed by interests related to Mr Simon Hackett to take up their
full entitlement.
The Underwriting Agreement is in a standard form for transactions of this size and type and
contains customary covenants, indemnities and representations and warranties by the
Company and terminating events which if they occur, will relieve the Underwriter of its
underwriting obligations – a summary is set out in Section 5.
1.12
Participation by non-executive Directors
The non-executive Directors have advised the Company that they intend to take up their full
Entitlements.
1.13
Opening and Closing Date for applications
The Entitlement Offer opens for acceptances on Wednesday 25 March 2015 and all
Entitlement and Acceptance Forms and payments of Application Money must be received by
no later than 5pm (Sydney time) on Friday 17 April 2015, subject to the Directors being able to
vary the Closing Date in accordance with the Listing Rules.
Page 9
1.14
Allotment of New Shares and ASX quotation
It is expected that allotment of the New Shares will take place as soon as practicable after the
Closing Date. It is expected that the New Shares will be allotted no later than 20 April 2015.
However, if the Closing Date is extended, the date for allotment may also be extended.
No allotment of New Shares will be made until permission is granted for their quotation by
ASX.
Page 10
2
How to participate
2.1
What you may do — choices available
Before taking any action you should carefully read this Entitlement Offer Booklet and the other
publicly available information about the Company on our website (www.redflow.com) and
consider the risk factors set out in section 4.
The number of New Shares to which Eligible Shareholders are entitled is shown on the
Entitlement and Acceptance Form. If you are an Eligible Shareholder you may:
2.2
Alternatives
See section
Take up your Entitlement in full or in part
2.2
Take up your Entitlement in full and apply for Additional New Shares
2.2 and 2.3
Allow your Entitlement to lapse
2.7
If you wish to accept your Entitlement in full or in part
Either:
Payment by cheque or bank draft
If you are paying for your New Shares by cheque, bank cheque or bank draft, complete and
return the Entitlement and Acceptance Form with your payment. The Share Registry must
receive your completed Entitlement and Acceptance Form together with full payment for the
number of New Shares for which you are applying by no later than 5pm (Sydney time) on
Friday 17 April 2015.
Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on
an Australian branch of an Australian financial institution. Your payment must be for the full
amount required to pay for the New Shares applied for. Payments in cash will not be
accepted.
Cheques must be made payable to 'Redflow Limited' and crossed 'Not Negotiable'.
You must ensure that your cheque account has sufficient funds to cover your payment, as
your cheque will be presented for payment on receipt. If your bank dishonours your cheque
your application will be rejected. We will not re-present any dishonoured cheques.
or:
Pay by BPAY
®
®
If you are paying for your New Shares by BPAY , please refer to your personalised
instructions on your Entitlement and Acceptance Form. Please note that should you choose to
®
pay by BPAY :
•
you do not need to complete or return the Entitlement and Acceptance Form but are
taken to have made the declarations on that personalised Entitlement and Acceptance
Form; and
•
amounts received by the Company in excess of the Issue Price multiplied by your
Entitlement (Excess Amount) may be treated as an application to apply for as many
Additional Shares as your Excess Amount will pay for in full.
•
if you do not pay for your full Entitlement, you are deemed to have taken up your
Entitlement in respect of such whole number of New Shares as is covered in full by
your Application Money.
Page 11
®
When completing your BPAY payment, please make sure to use the specific Biller Code and
unique reference number provided on your personalised Entitlement and Acceptance Form. If
you receive more than one personalised Entitlement and Acceptance Form (i.e. where you
have multiple holdings), please only use the reference number specific to the Entitlement on
that form. If you inadvertently use the same reference number for more than one of your
Entitlements, you will be deemed to have applied only for New Shares on the Entitlement to
which the reference number applies.
You should be aware that your own financial institution may implement earlier cut-off times
with regard to electronic payment, and you should therefore take this into consideration when
®
making payment. It is your responsibility to ensure that funds submitted through BPAY are
received by 5pm (Sydney time) on Friday 17 April 2015.
Excess Application Money that is not sufficient to subscribe for a number of New Shares or
Additional New Shares multiplied by the Issue Price will be refunded to you except where that
amount is less than $2.00, in which case it will be retained by the Company. The method by
which you receive the refund will be at the discretion of the Company. No interest will be paid
to Eligible Shareholders on any Application Money received or refunded.
2.3
Applying for Additional New Shares
If you have applied to take up all of your Entitlement, you may also apply for Additional New
Shares.
If you apply for Additional Shares and your application is successful (in whole or in part) your
Additional New Shares will be issued at the same time that other New Shares are issued
under the Entitlement Offer. There is no guarantee that you will receive any Additional New
Shares. The Directors reserve their right to allot and issue Additional New Shares in their
absolute discretion.
2.4
Acceptance of the Entitlement Offer
By completing, and the Company receiving, your personalised Entitlement and Acceptance
®
Form with the requisite Application Money or making a payment by BPAY , you:
(a)
agree to be bound by the terms of this Entitlement Offer Booklet and the provisions of
the Company's constitution;
(b)
authorise the Company to register you as the holder(s) of the New Shares allotted to
you;
(c)
declare that all details and statements made in the Entitlement and Acceptance Form
are complete and accurate;
(d)
declare that you are over 18 years of age and have full legal capacity and power to
perform all your rights and obligations under the Entitlement Offer;
(e)
acknowledge that once the Company receives the Entitlement and Acceptance Form
®
or your payment by BPAY , you may not withdraw it except as allowed by law;
(f)
agree to apply for, and be issued with up to, the number of New Shares that your
payment will pay for at the Issue Price of $0.20 per New Share;
(g)
authorise the Company and its officers or agents to do anything on your behalf
necessary for the New Shares to be issued to you, including to act on instructions of
the Share Registry upon using the contact details set out in the Entitlement and
Acceptance Form;
(h)
declare that you were the registered holder(s) at the Record Date (Friday 20 March
2015) of the Shares indicated on the Entitlement and Acceptance Form as being held
by you on the Record Date;
Page 12
(i)
acknowledge that the information contained in this Entitlement Offer Booklet is not
investment advice or a recommendation that New Shares are suitable for you, given
your investment objectives, financial situation or particular needs;
(j)
represent and warrant that the law of any place (other than Australia, New Zealand,
United Kingdom, Hong Kong and Singapore) does not prohibit you from being given
this Entitlement Offer Booklet or making an application for New Shares; and
(k)
represent and warrant that you are an Eligible Shareholder and have read and
understood this Entitlement Offer Booklet and the Entitlement and Acceptance Form
and that you acknowledge the matters, and make the warranties and representations
and agreements contained in this booklet and the Entitlement and Acceptance Form.
By completing, and the Company receiving, your personalised Entitlement and Acceptance
®
Form with the requisite Application Money or making a payment by BPAY , you will also be
deemed to have acknowledged, represented and warranted on behalf of each person on
whose account you are acting that:
2.5
(a)
you are not in the United States and are not a US Person (see section 5.1(e) below),
and are not acting for the account or benefit of, a US Person and are not otherwise a
person to whom it would be illegal to make an offer or issue New Shares under the
Entitlement Offer;
(b)
you acknowledge that the Entitlements and the New Shares have not been, and will
not be, registered under the US Securities Act or the securities laws of any state or
other jurisdiction in the United States, or in any other jurisdiction outside Australia,
New Zealand, United Kingdom, Hong Kong and Singapore, and accordingly, the
Entitlements may not be taken up, and the New Shares may not be offered, sold or
otherwise transferred except in accordance with an available exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act and
any other applicable securities laws; and
(c)
you have not and will not send any materials relating to the Entitlement Offer to any
person in the United States or that is a US Person, or is acting for the account or
benefit of a US Person.
Payment for New Shares
The Issue Price of $0.20 per New Share is payable in full on application.
The Application Money payable for your Entitlement is set out on the Entitlement and
Acceptance Form.
Application Money will be held in trust in a subscription account until allotment. Any interest
earned on Application Money will be for the benefit of the Company and will be retained by the
Company whether or not the allotment of New Shares takes place.
2.6
Address details and enquiries
Completed Entitlement and Acceptance Forms ) should be forwarded in the enclosed reply
paid envelope to the Company's Share Registry by mail to the following address:
Redflow Limited
C/- Link Market Services Limited
GPO Box 3560
Sydney, NSW 2001
®
Please note that payment of Application Money by BPAY does not require the return of the
Acceptance Forms. If you would like further information you can contact your stockbroker,
accountant or other professional adviser.
Page 13
2.7
If you do not wish to accept all or any part of your Entitlement
To the extent you do not accept all or any part of your Entitlement, it will lapse.
Entitlements are non-renounceable and will not be tradeable on ASX or otherwise
transferable. Shareholders who do not take up their Entitlements in full will not receive any
value in respect of the Entitlements they do not take up, and their percentage shareholding in
the Company will be reduced following the issue of New Shares.
Page 14
3
Investor presentation
See attached.
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Activity
Trading Halt
Thursday 12 March 2015
Announcement of the Placement and Entitlement Offer
Monday 16 March 2015
Mailing of the Entitlement Offer details
Tuesday 17 March 2015
Ex-date
Wednesday 18 March 2015
Notice of EGM issued for shareholder approval for placement of shares to Director, Simon Hackett
Friday 20 March 2015
Record Date for Entitlement Offer 7.00pm (AEDT)
Friday 20 March 2015
Information Booklet and Entitlement & Acceptance Form despatched
Wednesday 25 March 2015
Entitlement Offer opens
Wednesday 25 March 2015
Closing date for acceptances under Entitlement Offer 5.00pm (AEDT)
Friday 17 April 2015
New Shares quoted on deferred settlement basis
Monday 20 April 2015
Shareholder meeting to approve placement of shares to Director, Simon Hackett
Monday 20 April 2015
Company notifies ASX of under subscriptions
Allotment of New Shares under the Entitlement Offer
Date
Wednesday 22 April 2015
Friday 24 April 2015
Despatch of holding statements for New Shares issued under the Entitlement Offer
Monday 27 April 2015
Normal ASX trading for New Shares issued under the Entitlement Offer commences
Monday 27 April 2015
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Commercialisation risk
The market for advanced rechargeable batteries is at a relatively early stage of development, and the extent to which the
Company’s zinc bromide batteries will be able to meet its customers’ requirements and achieve significant market
acceptance is uncertain. Rapid and ongoing changes in technology and product standards could quickly render the
Company’s products less competitive, or even obsolete if it fails to continue to improve the performance of its battery
chemistry and systems.
Reliance on strategic partners
The Company relies on a relatively small number of key strategic partners and its business plan is predicated on a steady
expansion of the customer bases through development of its strategic integrator relationships. There may be a materially
adverse effect on the Company if one or more of these relationships is lost and not replaced.
Revenue, sales and funding risk
The Company currently operates on a negative cash operating basis in that its operating expenses exceed its revenue.
Revenue will depend on the extent and timing of future product sales. Sales may take longer than expected to materialise or
not be realised at all. For example, there are no guarantees that battery trials or system demonstrations will be successful
or, even if successful, will convert into firm orders on a timely basis. There is no guarantee that the monies raised will be
adequate or sufficient to meet the funding requirements of the Company or to achieve a breakeven point.
Product risk
If the Company’s products fail to perform as expected whether due to reasons of design or defective manufacture, it could
lose existing and future business, and its ability to develop, market and sell its batteries and energy storage systems could
be harmed. Extended life-cycle testing on the Company's batteries is not complete and a failure to achieve sufficient battery
life and continuous improvement in battery life could lead to claims, and loss of sales and market share.
+;E=E5A@F;@G76
Outsourcing risk
The manufacturing and assembly of safe, high-power batteries is a highly complex process that requires extreme precision
and quality control throughout a number of production stages. As the Company has outsourced the manufacturing and
assembly of batteries, the Company is unable to directly control delivery schedules, quality assurance, manufacturing yields
and production costs. Any defects in battery packaging, impurities in the electrode materials used, contamination of the
manufacturing environment, incorrect welding, excess moisture, equipment failure or other difficulties in the manufacturing
process could cause batteries to be rejected, thereby reducing yields and affecting the Company’s ability to meet customer
expectations.
Supply risk
The Company’s manufacturing operations depend on obtaining raw materials, parts and components, manufacturing
equipment and other supplies including services from reliable suppliers in adequate quality and quantity in a timely manner. It
may be difficult for the Company to substitute one supplier for another, increase the number of suppliers or change one
component for another in a timely manner or at all due to the interruption of supply or increased industry demand. This may
adversely affect the Company’s operations.
Intellectual property risk
Risks include third party infringement of the Company’s intellectual property (including reverse engineering or copying), the
Company being unable to protect adequately its proprietary intellectual property and of other persons being able to
commercially exploit its proprietary intellectual property.
Personnel risk
The Company relies heavily on its senior executives and engineering team. There can be no assurance that the Company
will be able to retain its key personnel or recruit suitable technical staff as replacements. The loss of key personnel could
have a materially adverse impact on the Company.
-:3@=1AG
Page 15
4
Risk factors
4.1
General
There are a number of factors, both specific to the Company and of a general nature, which
may affect the future operating and financial performance of the Company, its products, the
industry in which it operates and the outcome of an investment in the Company. There can be
no guarantee that the Company will achieve its stated objectives or that forward-looking
statements will be realised.
This section describes certain, but not all, risks associated with an investment in the
Company. Each of the risks set out below could, if it eventuates, have a material adverse
impact on the Company's operating performance, profits and the value of its Shares.
Before deciding to invest in the Company, potential investors should read the entire
Entitlement Offer Booklet and the risk factors that could affect the financial performance of the
Company.
You should carefully consider these factors in light of your personal circumstances and seek
professional advice from your accountant, stockbroker, lawyer or other professional adviser
before deciding whether to invest.
4.2
Specific Risk Factors
In addition to the general risks set out in section 4.1, the Directors believe that there are a
number of specific factors that should be taken into account before investors decide whether
or not to apply for Shares. Each of these factors could have a materially adverse impact on the
Company, its expansion plans, operating and product strategies and its financial performance
and position.
These include:
(a)
Revenue and sales risk and adequacy of funding
The Company currently operates on a negative cash operating basis in that its
operating expenses exceed its revenue.
Revenue will depend on the extent and timing of future product sales. Sales may take
longer than expected to materialise or not be realised at all. For example, there are
no guarantees that battery trials or system demonstrations will be successful or, even
if successful, will convert into firm orders on a timely basis.
There is no guarantee that the monies raised under the Entitlement Offer will be
adequate or sufficient to meet the funding requirements of the Company or to achieve
a breakeven point.
If the Company requires access to further funding at any stage in the future, there can
be no assurance that additional funds will be available either at all or on terms and
conditions which are commercially acceptable to the Company.
(b)
Reliance on strategic partners
The Company relies on a relatively small number of key strategic partners and its
business plan is predicated on a steady expansion of the customer bases through
development of its strategic integrator relationships. There may be a materially
adverse effect on the Company if one or more of these relationships is lost and not
replaced.
Page 16
(c)
Product risk
If the Company's products fail to perform as expected, it could lose existing and future
business, and its ability to develop, market and sell its batteries and energy storage
systems could be harmed.
The Company's products are complex and could have unknown defects or errors,
which may give rise to claims against it, diminish its brand or divert its resources from
other purposes. Despite testing, new and existing products have contained defects
and errors and may in the future contain manufacturing or design defects, errors or
performance problems when first introduced, when new versions or enhancements
are released, or even after these products have been used by customers for a period
of time. These problems could result in expensive and time-consuming design
modifications or warranty charges, delays in the introduction of new products or
enhancements, significant increases in our service and maintenance costs, exposure
to liability for damages, damaged customer relationships and harm to the Company's
reputation, any of which may adversely affect its business and the Company's
operating results.
(d)
Manufacturing risks - general
There are risks which are inherent in manufacturing operations including machinery
breakdowns, damage from flood and fire, below standard workmanship or materials,
employee issues (including accidents), workplace health and safety and so on. Any
adverse impact on production could have a materially adverse impact on the
Company's ability to meet customer needs and the risk of customer claims and the
Company's ability to achieve its expansion plans or its financial performance.
(e)
Manufacturing risks - specific
(i)
Commercialisation risk
If the Company is unable to develop, manufacture and market products that
improve upon existing battery technology and gain market acceptance, its
business may be adversely affected.
The Company is researching, developing and manufacturing zinc bromide
flow batteries. The market for advanced rechargeable batteries is at a
relatively early stage of development, and the extent to which the Company's
zinc bromide batteries will be able to meet it customers' requirements and
achieve significant market acceptance is uncertain. Rapid and ongoing
changes in technology and product standards could quickly render the
Company's products less competitive, or even obsolete if it fails to continue to
improve the performance of its battery chemistry and systems. One or more
new, higher energy rechargeable battery technologies could be introduced
which could be directly competitive with, or superior to, the Company's
technology. Competing technologies that outperform the Company's batteries
could be developed and successfully introduced, and as a result, there is a
risk that the Company's products may not be able to compete effectively in its
target markets. If the Company's battery technology is not adopted by its
customers, or if its battery technology does not meet industry requirements for
power and energy storage capacity in an efficient and safe design the
Company's batteries will not gain market acceptance.
Many other factors outside of the Company's control may also affect the
demand for its batteries and the viability of adoption of advanced battery
applications, including:
•
performance and reliability of battery power products compared to
conventional and other non-battery energy sources and products;
Page 17
(ii)
•
success of alternative battery chemistries, such as nickel-based
batteries, lead-acid batteries and conventional lithium-ion batteries and
the success of other alternative energy technologies, such as fuel cells
and ultra capacitors; and
•
cost-effectiveness of the Company's products compared to products
powered by conventional energy sources and alternative battery
chemistries.
Manufacturing capacity risk
As the Company will build its manufacturing capacity based on its projection of
future supply agreements, its business revenue and profits will depend upon
its ability to enter into and complete these agreements, achieving competitive
manufacturing yields and drive volume sales consistent with its demand
expectations.
In order to fulfill the anticipated product delivery requirements of its potential
customers, the Company will invest in capital expenditures in advance of
actual customer orders, based on estimates of future demand. If market
demand for the Company's products does not increase as quickly as it has
anticipated and align with the Company's manufacturing capacity, or if the
Company fails to enter into and complete projected development and supply
agreements, the Company may be unable to offset these costs and to achieve
economies of scale, which could materially affect its business and operating
results. Alternatively, if the Company experiences sales in excess of its
estimates, its manufacturers may be unable to support higher production
volumes, which could harm customer relationships and overall reputation. The
Company's ability to meet such excess customer demand could also depend
on its ability to raise additional capital and effectively scale its manufacturing
operations.
The Company has outsourced its manufacturing operations to meet its
production needs. The manufacturer may have the need to procure equipment
and supplies from various suppliers, that procurement may require long lead
times. Therefore, the Company may experience delays, additional or
unexpected costs and other adverse events in connection with its
manufacturing capacity.
If the Company is unable to achieve and maintain satisfactory production
yields and quality its relationships with certain customers and overall
reputation may be harmed, and its sales could decrease.
(iii)
Outsourcing risk
Problems in the Company's manufacturing and assembly processes could
limit its ability to produce sufficient batteries to meet the demands of potential
customers.
The manufacturing and assembly of safe, high-power batteries is a highly
complex process that requires extreme precision and quality control
throughout a number of production stages. As the Company has outsourced
the manufacturing and assembly of batteries, the Company is unable to
directly control delivery schedules, quality assurance, manufacturing yields
and production costs. Any defects in battery packaging, impurities in the
electrode materials used, contamination of the manufacturing environment,
incorrect welding, excess moisture, equipment failure or other difficulties in the
manufacturing process could cause batteries to be rejected, thereby reducing
yields and affecting the Company's ability to meet customer expectations.
Page 18
(iv)
Regulatory risk
The Company uses hazardous substances including zinc bromide, zinc
chloride and hydrochloric acid in the manufacture of its ZBMs. Various
regulatory requirements apply to the storage, handling and disposal of such
chemicals. There is a risk that the cost of compliance will exceed expectations
and have an adverse impact on the financial position of the Company.
(v)
Supply risk
The Company's manufacturing operations depend on obtaining raw materials,
parts and components, manufacturing equipment and other supplies including
services from reliable suppliers in adequate quality and quantity in a timely
manner. It may be difficult for the Company to substitute one supplier for
another, increase the number of suppliers or change one component for
another in a timely manner or at all due to the interruption of supply or
increased industry demand. This may adversely affect the Company's
operations.
The prices of raw materials, parts and components and manufacturing
equipment may increase due to changes in supply and demand. In addition,
currency fluctuations and the continued weakening of the Australian dollar
against foreign currencies may adversely affect the Company's purchasing
power for raw materials, parts and components and manufacturing equipment
from foreign suppliers.
(vi)
Warranty risk and product liability
There is an inherent risk of defective workmanship or materials in the
manufacture of the Company's products and for exposure to product liability for
damages suffered by third parties attributable to the use of the product.
Defective products may have a materially adverse impact on the Company's
reputation, its ability to achieve sales and commercialise its products and on its
financial performance due to warranty obligations. The Company will mitigate
this risk via the usual contractual provisions which exclude liability for
consequential loss and so on, but it is not possible to protect the Company
against reputational loss.
(vii)
Testing risk
Extended life-cycle testing on the Company's batteries is not complete and a
failure to achieve sufficient battery life and continuous improvement in battery
life could lead to claims, and loss of sales and market share.
(f)
Intellectual property and patent risk
The ability of the Company to maintain protection of its proprietary intellectual property
and operate without infringing the proprietary intellectual property rights of third parties
is an integral part of the Company's business.
To protect its proprietary intellectual property, the Company has applied for patents
through its wholly owned subsidiary RedFlow R&D Pty Ltd. The patent applications
are at various stages of the examination process. There is a risk that some or all of the
patent applications not be accepted, either in Australia or overseas and that other
persons may be able to commercially exploit the proprietary intellectual property.
The granting of protection such as a registered patent does not guarantee that the
rights of third parties are not infringed or that competitors will not develop technology
to avoid the patent. Patents are territorial in nature and patents must be obtained in
each and every country where protection is desired. There can be no assurance that
any patents which the Company may own or control will afford the Company
significant protection of its technology or its products have commercial application.
Page 19
Competition in obtaining and sustaining protection of intellectual property and the
complex nature of intellectual property can lead to disputes. The Company has, and
may in the future, enter into commercial agreements under which intellectual property
relevant to the Company and its ZBMs, and which is created by the counterparty or
jointly created by the Company and the counterparty, will not be owned exclusively by
the Company. In these circumstances the Company will seek to negotiate an
appropriate licence to use any such intellectual property.
There is a risk that such newly created intellectual property not exclusively owned by
the Company, will be material to the Company and there is no guarantee that the
Company will be able to enter into appropriate agreements to use it either at all or on
commercially acceptable terms and conditions, or on a timely basis. The inability to
secure rights to use such intellectual property could have a material impact on the
Company's ability to sell or otherwise commercialise its products, and its financial
performance.
(g)
Reverse engineering risk and trade secret risk
There is a risk of the Company's products being reverse engineered or copied.
RedFlow relies on trade secrets to protect its proprietary technologies, especially
where it does not believe patent protection is appropriate or obtainable. However,
trade secrets are difficult to protect. The Company relies in part on confidentiality
agreements with its employees, contractors, consultants, outside scientific
collaborators and other advisors to protect its trade secrets and other proprietary
information. These agreements may not effectively prevent disclosure of confidential
information and may not provide an adequate remedy in the event of unauthorised
disclosure of confidential information. Costly and time-consuming litigation could be
necessary to enforce and determine the scope of the proprietary rights, and failure to
obtain or maintain trade secret protection could adversely affect the Company's
competitive business position.
(h)
Personnel risk
RedFlow may not be able to successfully recruit and retain skilled employees,
particularly scientific, technical and management professionals.
The Company believes that its future success will depend in large part on its ability to
attract and retain highly skilled technical, managerial and marketing personnel who
are familiar with its key customers and are experienced in the battery industry.
Industry demand for employees with experience in battery chemistry and battery
manufacturing processes exceeds the number of personnel available, and the
competition for attracting and retaining these employees is intense. This competition
will intensify if the advanced battery market continues to grow, possibly requiring
increases in compensation for current employees over time.
The Company cannot be certain that it will be successful in attracting and retaining the
skilled personnel necessary to operate its business effectively in the future. Due to the
highly technical nature of its batteries, the loss of any significant number of the
Company's existing engineering and project management personnel could have a
material adverse effect on its business and operating results.
The Company relies heavily on its senior executives and engineering team, in
particular, Chief Engineer, Dr Alexander Winter. There can be no assurance that the
Company will be able to retain its key personnel or recruit suitable technical staff as
replacements. The loss of key personnel could have a materially adverse impact on
the Company.
(i)
Information technology
The Company relies heavily on its computer hardware, software and information
technology systems. Should these not be adequately maintained secured or updated
or the Company's disaster recovery processes not be adequate, system failures may
negatively impact on its performance.
Page 20
(j)
Dividends
There is no guarantee as to future earnings of the Company or that the Company will
be profitable at any time in the future and there is no guarantee that the Company will
be in a financial position to pay dividends at any time in the future.
(k)
Exchange rates
The Company is potentially exposed to movements in exchange rates. The
Company's financial statements are expressed and maintained in Australian dollars.
However, a portion of the Company's income and costs are earned in foreign
currencies and this proportion may increase materially. Exchange rate movements
affecting these currencies may impact the profit and loss account or assets and
liabilities of the Company, to the extent the foreign exchange rate risk is not hedged or
not appropriately hedged.
4.3
General Risk Factors
(a)
Share market
On completion of the Entitlement Offer, the New Shares may trade on ASX at higher or
lower prices than the Issue Price. Investors who decide to sell their New Shares after
the Entitlement Offer may not receive the amount of their original investment. There can
be no guarantee that the price of New Shares will increase after listing. The price at
which the New Shares trade an ASX may be affected by the financial performance of
the Company and by external factors over which the Directors and the Company have
no control.
These factors include movements on international share and commodity markets, local
interest rates and exchange rates, domestic and international economic conditions,
government taxation, market supply and demand and other legal, regulatory or policy
changes.
(b)
Dependence on general economic conditions
The operating and financial performance of the Company is influenced by a variety of
general economic and business conditions, including levels of consumer
spending, inflation, interest rates and exchange rates, access to debt and capital
markets, government fiscal, monetary and regulatory policies.
A prolonged deterioration in general economic conditions, including an increase in
interest rates or a decrease in consumer and business demand, could be expected to
have a material adverse impact on the Company's business or financial condition
Changes to laws and regulations or accounting standards which apply to the Company
from time to time could adversely impact on the Company's earnings and financial
performance.
(c)
Tax risk
Any change to the rate of company income tax in jurisdictions in which the Company
operates will impact on shareholder returns, as will any change to the rates of income
tax applying to individuals or trusts. Any change to the tax arrangements between
Australia and other jurisdictions could have an adverse impact on future earnings and
the level of dividend franking.
(d)
Legislative and regulatory changes
Legislative of regulatory changes, including property or environmental regulations or
regulatory changes in relation to product sold by the Company, could have an adverse
impact on the Company.
Page 21
5
Additional information
5.1
Shareholders outside Australia, New Zealand, Hong Kong and Singapore general
restrictions
This Entitlement Offer Booklet and accompanying Entitlement and Acceptance Form do not
constitute an offer in any place in which, or to any person to whom, it would not be lawful to
make such an offer.
No action has been taken to register or qualify the New Shares, or to otherwise permit an
offering of New Shares, outside Australia, New Zealand, United Kingdom, Hong Kong and
Singapore. The New Shares may not be offered in a jurisdiction outside Australia, New
Zealand, United Kingdom, Hong Kong or Singapore where such an offer is not made in
accordance with the laws of that place.
The distribution of this Entitlement Offer Booklet in jurisdictions outside Australia, New
Zealand, United Kingdom, Hong Kong and Singapore may be restricted by law and therefore
persons who come into possession of this document outside Australia, New Zealand, United
Kingdom, Hong Kong and Singapore should seek advice on, and observe, any such
restrictions. A failure to comply with these restrictions may constitute a violation of applicable
securities laws.
It is the responsibility of any applicant to ensure compliance with any laws of the country
relevant to their application. Return of a duly completed Entitlement and Acceptance Form
and/or payment of Application Money will be taken by the Company to constitute a
representation that there has been no breach of such laws and that the applicant is physically
present in Australia, New Zealand, United Kingdom, Hong Kong or Singapore.
(a)
New Zealand securities law requirements
The New Shares are not being offered or sold to the public in New Zealand other than
to existing shareholders of the Company with registered addresses in New Zealand to
whom the offer of New Shares is being made in reliance on the transitional provisions
of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act
(Overseas Companies) Exemption Notice 2013 (New Zealand).
This Prospectus contains an offer to eligible shareholders of continuously quoted
securities and has been prepared in accordance with section 713 of the Australian
Corporations Act. This Prospectus has not been registered, filed with or approved by
any New Zealand regulatory authority under the Financial Markets Conduct Act 2013
(New Zealand). This Prospectus is not a product disclosure statement under New
Zealand law and is not required to, and may not, contain all the information that a
product disclosure statement under New Zealand law is required to contain.
(b)
United Kingdom
Neither the information in this document nor any other document relating to the offer
has been delivered for approval to the Financial Services Authority in the United
Kingdom and no prospectus (within the meaning of section 85 of the Financial
Services and Markets Act 2000, as amended (FSMA)) has been published or is
intended to be published in respect of the Entitlements or the New Shares. This
document is issued on a confidential basis to 'qualified investors' (within the meaning
of section 86(7) of FSMA) in the United Kingdom, and these securities may be offered
or sold in the United Kingdom by means of this document, any accompanying letter or
any other document, except in circumstances which do not require the publication of a
prospectus pursuant to section 86(1) FSMA. This document should not be distributed,
published or reproduced, in whole or in part, nor may its contents be disclosed by
recipients to any other person in the United Kingdom.
Page 22
Any invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) received in connection with the issue or sale of the New Shares
has only been communicated or caused to be communicated in the United Kingdom or
will be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at,
persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories
of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be
lawfully communicated (together 'relevant persons'). The investments to which this
document relates are available only to, and any invitation, offer or agreement to
purchase will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
(c)
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus
under the Companies Ordinance (Cap. 32) of Hong Kong (Companies Ordinance),
nor has it been authorised by the Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong
Kong (SFO). No action has been taken in Hong Kong to authorise or register this
document or to permit the distribution of this document or any documents issued in
connection with it. Accordingly, the Entitlements and New Shares have not been and
will not be offered or sold in Hong Kong other than to 'professional investors' (as
defined in the SFO).
No advertisement, invitation or document relating to the Entitlements and the New
Shares has been or will be issued, or has been or will be in the possession of any
person for the purpose of issue, in Hong Kong, or elsewhere that is directed at, or the
contents of which are likely to be accessed and read by, the public of Hong Kong
(except of permitted to do so under the securities law of Hong Kong) other than with
respect to Entitlements or New Shares that are or are intended to be disposed of only
to persons outside Hong Kong or only to professional investors (as defined in the SFO
and any rules made under that ordinance). No person allotted Entitlements or New
Shares may sell, or offer to sell, such securities in circumstances that amount to an
offer to the public in Hong Kong within six months following the date of issue of such
securities.
The contents of this document have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the offer. If you are in
doubt about any contents of this document, you should obtain independent
professional advice.
(d)
Singapore
This document and other material relating to the Entitlements and the New Shares
have not been, and will not be, lodged or registered as a prospectus in Singapore with
the Monetary Authority of Singapore. Accordingly, this document and any other
document or materials in connection with the offer or sale, or invitation for subscription
or purchase, of Entitlements and New Shares, may not be issued, circulated or
distributed, nor may the Entitlements and New Shares be offered or sold, or may be
made the subject of an invitation for subscription or purchase whether directly or
indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Future Act,
Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with
the conditions of any other applicable provisions of the SFA.
Page 23
This document has been given to you on the basis that you are (i) an existing holder of
the Company's Shares, (ii) an 'institutional investor' (as defined in the SFA) or (iii) a
'relevant person' (as defined in section 275(2) of the SFA). In the event that you are
not an investor falling within any of the categories set out above, please return this
document immediately. You may not forward or circulate this document to any other
person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being
subsequently offered for sale to any other party. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire Entitlements and New
Shares. As such, investors are advised to acquaint themselves with the SFA
provisions relating to resale restrictions in Singapore and comply accordingly.
(e)
United States
The New Shares have not been, and will not be, registered under the US Securities
Act or the securities laws of any state of the United States and may not be offered or
sold, directly or indirectly, in the United States or to, or for the account or benefit of, a
US person, except in a transaction exempt from the registration requirements of the
US Securities Act and applicable United States state securities laws.
This Entitlement Offer Booklet is neither an offer to sell nor a solicitation of an offer to
buy securities as those terms are defined under the US Securities Act. The
Entitlement Offer is not being made to US persons or persons in the United States.
5.2
Ineligible Shareholders
The Company is not extending the Entitlement Offer to Ineligible Shareholders having regard
to the cost of complying with legal and regulatory requirements outside Australia, New
Zealand, United Kingdom, Hong Kong and Singapore, the number of Ineligible Shareholders
and the number and value of New Shares which could be offered to Ineligible Shareholders.
Where this Entitlement Offer Booklet has been dispatched to Ineligible Shareholders, it is
provided for information purposes only.
In limited circumstances the Company may elect to treat as Eligible Shareholders certain
Shareholders who would otherwise be Ineligible Shareholders, provided the Company is
satisfied that it is not precluded from lawfully issuing New Shares to such Shareholders either
unconditionally or after compliance with conditions which the Board in its sole discretion
regards as acceptable and not unduly onerous.
5.3
Taxation consequences
The taxation consequences of any investment in New Shares will depend upon your particular
circumstances. Potential investors must make their own enquiries concerning the taxation
consequences of an investment in the Company. Applicants should consult their tax adviser
for advice applicable to their individual needs and circumstances.
5.4
Privacy
The information about Eligible Shareholders included on an Entitlement and Acceptance Form
is used for the purposes of processing the Entitlement and Acceptance Form and to
administer the Eligible Shareholder's holding of New Shares. By submitting an Entitlement
and Acceptance Form, each Eligible Shareholder agrees that the Company may use the
information provided by an Eligible Shareholder on the form for the purposes set out in this
privacy statement and may disclose it for those purposes to the Share Registry and the
Company's related bodies corporate, agents and contractors and third party service providers,
including mailing houses and professional advisers, and to ASX and other regulatory
authorities.
The Corporations Act requires the Company to include information about each Shareholder
(including name, address and details of the Shares held) in the Register. The information
contained in the Register must remain there even if that person ceases to be a Shareholder.
Page 24
Information contained in the Register is also used to facilitate payments and corporate
communications (including the Company's financial results, annual reports and other
information that the Company wishes to communicate to its security holders) and compliance
by the Company with legal and regulatory requirements.
Under the Privacy Act 1988 (Cth), you may request access to your personal information held
by, or on behalf of, the Company or the Share Registry. A fee may be charged for access.
You can request access to your personal information by telephoning or writing to the Share
Registry as follows:
Link Market Services Limited
GPO Box 3560
South Sydney NSW 2001
Ph: +61 1300 794 935
5.5
Not investment advice
The Entitlement Offer complies with the requirements of section 708AA of the Corporations
Act as modified by ASIC Class Order 08/35.
This Entitlement Offer Booklet is not a prospectus under the Corporations Act and has not
been lodged with ASIC. It is also not investment advice and does not take into account your
investment objectives, financial situation, tax position and particular needs. Before deciding
whether to apply for New Shares, you should consider whether they are a suitable investment
for you in light of your personal circumstances (including financial and taxation issues) and
seek professional guidance before deciding whether to invest.
5.6
Future performance and forward looking statements
Except as required by law, and only to the extent so required, no person warrants or
guarantees the future performance of the Company or any return on any investment made
pursuant to this Entitlement Offer.
Past Share price performance provides no guidance as to future Share price performance.
5.7
Governing law
This Entitlement Offer Booklet, the Entitlement Offer and the contracts formed on acceptance
of applications are governed by the laws applicable in Queensland, Australia.
5.8
Interpretation
Some capitalised words and expressions used in this Entitlement Offer Booklet have
meanings which are explained in section 6.
A reference to time in this Entitlement Offer Booklet is to the local time in Brisbane, Australia,
unless otherwise stated. All financial amounts in this Entitlement Offer Booklet are expressed
in Australian dollars, unless otherwise stated.
5.9
Disclaimer of representations
No person is authorised to provide any information, or to make any representation, in
connection with the Entitlement Offer that is not contained in this Entitlement Offer Booklet.
Any information or representation that is not in this booklet may not be taken as having been
authorised by the Company or its related bodies corporate in connection with the Entitlement
Offer. Except as required by law, none of Redflow Limited, or any other person, warrants or
guarantees the future performance of Redflow Limited or any return on any investment made
in connection with this Entitlement Offer.
5.10
No handling fees
There will be no handling fees payable to brokers for Entitlement and Acceptance Forms
lodged by them on behalf of Eligible Shareholders.
Page 25
5.11
Underwriting Agreement
(a)
General
The Company entered into an Underwriting Agreement with Morgans Corporate
Limited (Underwriter) on 16 March 2015. Under the Underwriting Agreement, the
Underwriter agrees to underwrite the issue of 31,928,398 New Shares to be offered at
$0.20cents per New Share by subscribing or procuring the subscription to any
shortfall. The Underwriter may nominate any persons to sub-underwrite such portion
of the New Shares as the Underwriter, in its absolute discretion, thinks fit.
(b)
Fees and expenses
The Underwriter is entitled to receive a management fee of 2.0% of the Offer Amount
and an underwriting fee of 3.0% of an amount equal to the Offer Amount less the
amount subscribed by interests related to Mr Simon Hackett to take up their full
entitlement.
The Underwriter is also entitled to receive all costs and expenses of and incidental to
the Entitlement Offer.
(c)
Termination events
The Underwriting Agreement contains a number of termination events. The
Underwriter may terminate the Underwriting Agreement prior to the allotment of New
Shares if any of the following occurs:
(i)
(market fall) prior to Completion, the S&P/ASX200 Index closes 10% or more
below its level at the close of normal trading on the trading day before the date
of this document;
(ii)
(market conditions) any adverse change or disruption occurs in the existing
financial markets, political or economic conditions of Australia, Japan, the
United Kingdom, the United States of America or in the international financial
markets or any adverse change occurs in national or international political,
financial or economic conditions, in each case the effect of which is that, in the
reasonable opinion of the Underwriter, it is impracticable to market the offer or
to enforce contracts to issue and allot the offer shares or that the success of
the offer is likely to be adversely affected;
(iii)
(change of law) there is introduced, or there is a public announcement of a
proposal to introduce, into any Federal, State or Territory Parliament in
Australia a new law or ASIC adopts or announces a proposal to adopt a
regulation or policy (other than a law or policy which has been announced
before the date of this document), any of which does or is likely to prohibit,
restrict, regulate or otherwise have a material adverse effect on the success of
the offer or which could result in the Underwriter becoming liable under any
such law or regulation;
(iv)
(Quotation Approval) Quotation approval is refused or not granted, other
than subject to customary conditions, on or before the allotment and issue of
all offer shares or, if granted is subsequently withdrawn or qualified;
(v)
(No Listing Rule Waivers or Approvals) the Company fails to obtain or
procure from ASX any waivers or approvals required under the Listing Rules
before the lodgement date;
(vi)
(ASX suspension) ASX suspends quotation of the Company's shares;
Page 26
(vii)
(Default) any representation or warranty contained in this document on the
part of the Company is not true or correct when given or if there is any other
breach by the Company of its obligations under this document, which is either
incapable of remedy or, if able to be remedied, is not remedied within five
Business Days;
(viii)
(failure to comply) the Company fails to comply with its constitution, the
Corporations Act or any other applicable law or regulation, including any
policy, guideline, order or request made or issued by ASIC or any government
agency;
(ix)
(material contracts) the Company fails to comply with a material contract or
any such contract is either terminated or materially amended without the prior
written approval of the Underwriter;
(x)
(change to capital structure or constitution) prior to completion, the
Company changes its capital structure or its constitution without the prior
written consent of the Underwriter;
(xi)
(financial assistance) the Company passes or takes any steps to pass a
resolution under section 260B of the Corporations Act or engages in any
conduct which would require such a resolution, without the prior written
consent of the Underwriter;
(xii)
(business) without the prior written consent of the Underwriter, the Company:
(A)
disposes or agrees to dispose of the whole or a substantial part of its
business or assets; or
(B)
ceases or threatens to cease to carry on its business in its normal and
usual manner;
(xiii)
(hostilities) hostilities not presently existing commence (whether war has
been declared or not) or a material escalation in existing hostilities occurs
(whether war has been declared or not) or political or civil unrest involving any
one or more of Australia, New Zealand, the United States of America, the
United Kingdom, any member state of the European Union, Japan, the
Peoples Republic of China, Indonesia or North or South Korea or a terrorist
act is perpetrated on any of those countries or any diplomatic, military,
commercial or political establishment of any of those countries anywhere in
the world;
(xiv)
(adverse change) any actual or potential adverse change occurs in the
assets, liabilities, financial position or performance, profits, losses or prospects
of the Company from those disclosed to ASX before the opening date,
including any:
(A)
change in the earnings, future prospects or forecasts of the Company;
(B)
change in the nature of the business conducted by the Company; or
(C)
insolvency (within the meaning of the Corporations Act) or deemed
insolvency under the Corporations Act, voluntary winding up of the
Company or the appointment of any receiver, receiver and manager,
liquidator or other external administrator;
(xv)
(new circumstance) any new circumstance arises that would, in the
reasonable opinion of the Underwriter, have been required to be disclosed if it
had arisen before this Offer Booklet was issued;
(xvi)
(prescribed occurrence) an event specified in section 652C(1) or section
652C(2) of the Corporations Act occurs, but replacing 'target' with 'Company';
Page 27
(d)
(xvii)
(Due Diligence Program) any information supplied by or on behalf of the
Company to the Underwriter in relation to the Company or the offer as part of
the Company's due diligence program is misleading or deceptive;
(xviii)
(disclosures) a statement contained in the Offer Booklet or cleansing
statement is misleading or deceptive in a material respect;
(xix)
(withdrawal of offer) the Company withdraws the offer;
(xx)
(Closing Certificate) the Company does not provide the Closing Certificate
when it is required to be provided under this document or a statement in the
Closing Certificate is untrue, incorrect or misleading or deceptive, including by
omission;
(xxi)
(withdrawal or repayment) any circumstance arises after the Offer Booklet
is issued that results in the Company being required to either repay the money
received from Eligible Shareholders or offer them an opportunity to withdraw
their valid acceptances for offer shares or valid applications for additional
shares and be repaid their application money;
(xxii)
(change in management) a change in the Board of Directors, Chief
Executive Officer or Chief Engineer (Dr Alexander Winter) of the Company
occurs without the prior written consent of the Underwriter;
(xxiii)
(legal proceedings and offence by Directors) any of the following occurs:
(A)
a Director is charged with an indictable offence;
(B)
the commencement of legal proceedings against the Company or any
Director; or
(C)
any Director is disqualified from managing a corporation under section
206A of the Corporations Act;
(xxiv)
(Listing Rules) the Company commits a material breach of the Listing Rules;
(xxv)
(Timetable) an event specified in the timetable is delayed for more than two
Business Days; or
(xxvi)
(participation by Simon Hackett) any circumstance in which interests related
to Mr Simon Hackett fails to subscribe for their full entitlement under the
Entitlement Offer by the Closing Date.
Other
The Underwriting Agreement otherwise contains covenants, indemnities and
representations and warranties by the Company which are customarily found in
underwriting agreements for transactions of this size and type.
Page 28
6
Definitions
Additional New Shares
New Shares you apply for in excess of your Entitlement
Application Money
Money paid by you for New Shares and Additional New Shares
ASIC
The Australian Securities and Investments Commission
ASX
ASX Limited ACN 008 624 691 or the Australian Securities
Exchange, as applicable
Board
The board of Directors
Closing Date
5pm (Sydney time) on Friday 17 April 2015
Company or Redflow
Redflow Limited ACN 130 227 271
Corporations Act
Corporations Act 2001 (Cth)
Director
A director of the Company
Eligible Shareholder
A Shareholder on the Record Date and who is not an Ineligible
Shareholder
Entitlement
The entitlement to 1 New Share for every 9 Shares held on the
Record Date. The entitlement of each Eligible Shareholder is
shown on the personalised Entitlement and Acceptance Form
Entitlement Offer
The offer of New Shares made in this Entitlement Offer Booklet
Entitlement Offer Booklet
This booklet
Entitlement and
Acceptance Form
The entitlement and acceptance form accompanying this
Entitlement Offer Booklet
Ineligible Shareholder
A Shareholder with an address in the Register outside Australia,
New Zealand, United Kingdom, Hong Kong and Singapore.,
Issue Price
$0.20 per New Share
Listing Rules
The official listing rules of ASX, as amended or waived by ASX
from time to time
New Shares
Shares to be allotted and issued offered under the Entitlement
Offer including, as the context requires, any additional shares
issued under any shortfall.
Record Date
7pm (Sydney time) on Friday 20 March 2015
Register
The register of Shareholders required to be kept under the
Corporations Act
Share
A fully paid ordinary share in the Company
Share Placement
The share placement announced to the ASX on 16 March 2015
Share Registry
Link Market Services Limited
Shareholder
A holder of Shares
Underwriter
Morgans Corporate Limited
Page 29
US or United States
United States of America, its territories and possessions, any
State of the United States of America and the District of
Columbia
US Person
The meaning given in Regulation S under the US Securities Act
US Securities Act
The United States Securities Act of 1933, as amended
VWAP
Volume weighted average price
Page 30
CORPORATE DIRECTORY
Directors
Mr Howard Stack – Non Executive Chairman
Mr Stuart Smith – Managing Director & Chief Executive Officer
Mr Richard Aird – Non Executive Director
Mr Bruce Brown – Non Executive Director
Mr Simon Hackett – Non Executive Director
Senior management
Dr Alexander Winter – Chief Engineer
Dr Michael Giulianini – Chief Technical Officer
Mr Bruce Ebzery – Sales & Business Development Manager
Registered office
Underwriter
1/27 Counihan Road
Seventeen Mile Rocks
Brisbane, QLD 4073
Telephone: +61 7 3376 0008
Facsimile: +61 7 3376 3751
Morgans Corporate Limited
Level 29, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
Website
Share Registry
http://www.redflow.com
Link Market Services Limited
Level 15, 324 Queen Street
Brisbane QLD 4000
Australia
Legal advisors
Auditor
Thomson Geer Lawyers
Level 16, Waterfront Place
1 Eagle Street
Brisbane QLD 4000
Australia
PricewaterhouseCoopers
Level 15, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
All Registry communications to:
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: 1300 554 474
From outside Australia: +61 1300 554 474
ASX Code: RFX
Website: www.linkmarketservices.com.au
RedFlow Limited
ABN 49 130 227 271
SRN/HIN:
Entitlement Number:
Number of Shares held as at the
Record Date, 7:00pm (Sydney time)
on 20 March 2015:
Entitlement to New Shares
(on a 1 New Share for 9 basis):
Amount payable on full acceptance
at A$0.20 per Share:
Offer Closes
5:00pm (Sydney time):
17 April 2015
ENTITLEMENT AND ACCEPTANCE FORM
As an Eligible Shareholder you are entitled to acquire 1 New Share for every 9 existing Shares that you hold on the Record Date, at an Issue Price of A$0.20
per New Share. You may also apply for New Shares in excess of your Entitlement, at the Issue Price. This is an important document and requires your
immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other
professional adviser.
IMPORTANT: The Entitlement Offer is being made under the Entitlement Offer Booklet dated 16 March 2015. The Entitlement Offer Booklet contains
information about investing in the New Shares. Before applying for New Shares, you should carefully read the Entitlement Offer Booklet. This Entitlement
and Acceptance Form should be read in conjunction with the Entitlement Offer Booklet.
,I\RXGRQRWKDYHDSDSHUFRS\RIWKH(QWLWOHPHQW2IIHU%RRNOHW\RXFDQREWDLQDSDSHUFRS\DWQRFKDUJHE\FDOOLQJWKH5HGÀRZ/LPLWHG2IIHU,QIRUPDWLRQ
/LQHRQZLWKLQ$XVWUDOLDRUIURPRXWVLGH$XVWUDOLD
PAYMENT OPTIONS
,I\RXZLVKWRWDNHXSDOORUSDUWRI\RXU(QWLWOHPHQWDVVKRZQDERYHRUWDNHXSDOORI\RXU(QWLWOHPHQWDQGDSSO\IRUDGGLWLRQDO1HZShares, you have two
payment options detailed below.
OPTION 1: PAYING BY BPAY®
If paying by BPAY®, refer to the instructions overleaf. <RXGR127QHHGWR
UHWXUQ WKH DFFHSWDQFH VOLS EHORZ LI \RX HOHFW WR PDNH SD\PHQW E\
BPAY®. Payment must be received via BPAY®EHIRUHSP6\GQH\WLPH
RQ$SULO<RXVKRXOGFKHFNWKHSURFHVVLQJFXWRIIWLPHIRUBPAY®
transactions with your bank, credit union or building society to ensure your
payment will be received by the Share Registry in time. By paying by BPAY®
you will be deemed to have completed an Application Form for the number
of Shares subject of your application payment.
OPTION 2: PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER
If paying by cheque, bank draft or money order, complete and return the
acceptance slip below with your Application Monies. No signature is
required on the acceptance slip. The acceptance slip with your Application
0RQLHV PXVW EH UHFHLYHG E\ WKH 6KDUH 5HJLVWU\ EHIRUH SP 6\GQH\
WLPHRQ$SULO
Telephone & Internet Banking – BPAY®
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VDYLQJVGHELWRUWUDQVDFWLRQDFFRXQW0RUHLQIRZZZESD\FRPDX
Biller Code: 574772
5HI
® Registered to BPAY Pty Ltd ABN 69 079 137 518
See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.
THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.
Please detach and enclose with payment
'&&&&&&&
RedFlow Limited
ABN 49 130 227 271
A 1XPEHURI1HZ6KDUHVDFFHSWHGEHLQJQRW
PRUHWKDQ\RXU(QWLWOHPHQWVKRZQDERYH
SRN/HIN:
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B Number of additional New Shares
C
+
=
Total number of New Shares accepted
DGG%R[HV$DQG%
PLEASE INSERT CHEQUE, BANK DRAFT OR MONEY ORDER DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
EUDQFKRID¿QDQFLDOLQVWLWXWLRQLQ$XVWUDOLDQFXUUHQF\PDGHSD\DEOHWR´5HGÁRZ/LPLWHGµ and crossed “Not Negotiable”.
Drawer
Cheque Number
BSB Number
Account Number
Amount of Cheque
D
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E CONTACT DETAILS – Telephone Number
Telephone Number – After Hours
Contact Name
REDFLOW LIMITED
The Entitlement Offer to which this Entitlement and Acceptance Form relates
is not being made to investors located or resident outside of Australia, New
Zealand, United Kingdom, Hong Kong or Singapore. In particular the
Entitlement Offer is not being made to any person in the U.S. or to a U.S.
person. The Entitlement Offer Booklet and Entitlement and Acceptance Form
do not constitute an offer or invitation to acquire Shares in any place in which,
or to any person to whom, it would be unlawful to make such an offer or
invitation.
2. IF PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER
Complete all relevant sections of the Entitlement and Acceptance Form
86,1*%/2&./(77(567KHVHLQVWUXFWLRQVDUHFURVVUHIHUHQFHGWR
each section of the Entitlement and Acceptance Form.
ACCEPTANCE OF ENTITLEMENT OFFER
By either returning the Entitlement and Acceptance Form with payment to
the Share Registry, or making payment received by BPAY®:
% $SSOLFDWLRQIRU$GGLWLRQDO1HZ6KDUHV
You can apply for more New Shares than your Entitlement. Please enter
the number of DGGLWLRQDO New Shares above your Entitlement for which
you wish to apply into Box B. Your Application for Additional New Shares
PD\ QRW EH VXFFHVVIXO ZKROO\ RU SDUWLDOO\ 7KH GHFLVLRQ RI 5HGÀRZ
/LPLWHGRQWKHQXPEHURI$GGLWLRQDO1HZ6KDUHVWREHDOORFDWHGWR\RX
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or returned.
• you represent and warrant that you have read and understood the
Entitlement Offer Booklet and that you acknowledge the matters, and
make the warranties and representations;
• you provide authorisation to be registered as the holder of New Shares
DFTXLUHGE\\RXDQGDJUHHWREHERXQGE\WKH&RQVWLWXWLRQRI5HGÀRZ
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HOW TO APPLY FOR NEW SHARES
1. IF PAYING BY BPAY®$9$,/$%/(726+$5(+2/'(56:,7+$1
$8675$/,$1%$1.$&&281721/<
If you elect to make payment using BPAY® you must contact your bank
RU¿QDQFLDOLQVWLWXWLRQWRPDNHWKLVSD\PHQWIURP\RXUFKHTXHVDYLQJV
debit or transaction account. For more information on paying by
BPAY®: www.bpay.com.au
Work out the total amount payable by you. To calculate the total amount,
multiply the number of New Shares you wish to apply for by A$0.20.
Refer overleaf for the Biller Code and Reference Number. The Reference
Number is used to identify your holding. If you have multiple holdings you
will have multiple Reference Numbers. You must use the Reference
Number shown on each personalised Entitlement and Acceptance Form
when paying for any New Shares that you wish to apply for in respect of
that holding.
$ $FFHSWDQFHRI1HZ6KDUHV
Enter into section A the number of New Shares you wish to apply for. The
number of New Shares must be equal to or less than your Entitlement,
which is set out overleaf.
& 7RWDO1XPEHURI1HZ6KDUHV6XEVFULEHGIRU
To calculate total number of New Shares subscribed for, add Box A and
Box B and enter this in Box C.
' &KHTXHEDQNGUDIWRUPRQH\RUGHUGHWDLOV
Enter your cheque, bank draft or money order details in section D.
Cheques, bank drafts or money orders must be drawn on an Australian
EUDQFKRID¿QDQFLDOLQVWLWXWLRQLQ$XVWUDOLDQFXUUHQF\PDGHSD\DEOHWR
³5HGÀRZ/LPLWHG´DQGFURVVHG³1RW1HJRWLDEOH´3OHDVHHQVXUHVXI¿FLHQW
cleared funds are held in your account, as your cheque will be banked
as soon as it is received. If you provide a cheque or money order for the
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New Shares and Additional New Shares as your cheque, bank draft or
money order will pay for.
( &RQWDFWGHWDLOV
Enter your contact telephone number where we may contact you regarding
your acceptance of New Shares, if necessary.
3. HOW TO LODGE YOUR ENTITLEMENT AND ACCEPTANCE FORM
A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid
envelope, or you have obtained the Entitlement Offer Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New
Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. ,ISD\LQJE\BPAY® \RXGRQRWQHHGWRFRPSOHWH
RUUHWXUQWKH(QWLWOHPHQWDQG$FFHSWDQFH)RUP<RXVKRXOGFKHFNWKHSURFHVVLQJFXWRIIWLPHIRUBPAY® transactions with your bank, credit union or
building society to ensure your payment will be received by the Share Registry by the Closing Date.
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