NICEVEND IPO offer is available on

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DISCLAIMER

Important Notice:
This website contains a link to the prospectus issued by Nice-Vend Ltd (ARBN 623 375 799) (‘Prospectus’).

The Offer

The Prospectus is dated 28 August 2018 and was lodged by Nice-Vend Ltd (ARBN 623 375 799) (‘Company’) with Australian Securities and Investments Commission (‘ASIC’) on that date. The Prospectus replaces a prospectus dated 14 August 2018 which was lodged with ASIC on that date (‘Original Prospectus’).

The Prospectus is for an initial public offer of a minimum subscription of 25,000,000 fully paid ordinary shares in the capital of the Company (‘Shares’), and up to 37,500,000 Shares at an issue price of $0.20 each to raise a minimum subscription amount of $5,000,000 with the capacity to raise up to $7,500,000 (‘Offer’).

The Company has applied to ASX Limited (‘ASX’) for admission to the official list of the ASX and quotation of its shares on ASX.

The paper form of the Prospectus is available electronically through this website. A free paper copy of the Prospectus is available from the Company on request by an investor.

Important Information

The Prospectus is an important document that should be read in its entirety before deciding whether to participate in the Offer.

By accessing the Prospectus (by clicking on the link below) you acknowledge that you have read and accept the terms set out in this notice.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

No securities will be issued on the basis of the Prospectus later than 13 months after the date of the Prospectus.

Application Form

Applications for Shares can only be made pursuant to the Application Form attached to and forming part of the Prospectus. The Corporations Act 2001 (Cth) (‘Corporations Act’) prohibits any person from passing the Application Form to any other person unless it is attached to, or accompanied by, a complete and unaltered version of the Prospectus.

The Application Form contained in the Prospectus contains a declaration that the Applicant has personally received the complete and unaltered Prospectus prior to completing the Application Form.

Exposure Period

In accordance with Chapter 6D of the Corporations Act, the Original Prospectus was subject to an exposure period of seven days from the date of lodgement of the Original Prospectus with ASIC. The exposure period was extended by ASIC for a further period of seven days, being to 28 August 2018. If the Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporation Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period and receive no preference.

Investment Advice

The Prospectus does not take into account your financial circumstances, financial objectives or particular needs (including your financial or taxation issues). Therefore, the Prospectus does not constitute investment advice. You should obtain professional investment advice before subscribing for Shares under the Prospectus.

Foreign jurisdictions

The Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue the Prospectus. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia and the Offer is not an offer or invitation in any jurisdiction where, or to any person whom, such an offer or invitation would be unlawful.

In particular, the Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act), and is not available to persons in the United States or to US persons. The 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. The Shares may not be offered or sold in the United States or to US persons, except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.

The Prospectus does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (‘Securities Law’), and has not been filed with or approved by the Israel Securities Authority. In the State of Israel, the Prospectus may be distributed only to, and is directed only at, and any offer of securities is directed only at, (i) a limited number of persons in accordance with Section 15A of the Securities Law and (ii) investors listed in the first addendum, or the Addendum, to the Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it. If any recipient in Israel of a copy of the Prospectus is not qualified as such, such recipient should promptly return the Prospectus to the Company.

Additionally, neither the Company nor any of its officers is a licensed investment marketer under the Law for the Regulation of Provisions of Investment Advice, Marketing Investments and Portfolio Management 1995 (‘Israeli Investment Advisor Law’). Accordingly, the securities described in the Prospectus will only be offered and sold in Israel to parties that qualify as “eligible customers” for the purposes of Section 3(a)(11) of the Israeli Investment Advisor Law.

The Prospectus accessible on this website is available to persons accessing the site from within Australia only. If you are accessing this site from a location outside Australia, do not download, print or view the Prospectus except only to the extent noted with respect to Israeli investors, above.

By accessing the Prospectus, you acknowledge and confirm, among other things, that you are an Australian resident and are accessing the site from within Australia or are qualified Israeli investor as noted above and accessing the site from within Israel.

Forward looking statements

Various statements in the Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ from the way implicitly portrayed within the Prospectus. These risks, uncertainties and other factors include, but are not limited to, the matters described in Section 5 ('Risk Factors') of the Prospectus.

The Company gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward looking statements will be achieved. Except to the extent required by law, the Company has no intention to update or review forward-looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in the Prospectus.

Enquiries

If you have any questions please contact Boardroom Pty Ltd on 1300 737 760 (within Australia) or +61 3 9290 9600 (outside Australia), the Company Secretary on +61 3 8689 9997 or the Lead Manager, APP Securities Pty Ltd on +61 2 9226 0000, between 9.00am and 5.00pm (AEST time) Monday to Friday until the Closing Date. Alternatively, consult your broker or other professional advisor.

Acknowledgement

By clicking any “Confirm” buttons below and accessing the Prospectus on this website, you acknowledge that you have read and accept the terms set out in this notice and represent, warrant and agree that:

you are 18 years of age or over;
you are a resident of Australia accessing this website from within Australia (or are qualified Israeli investor as noted above and accessing the site from within Israel);
you are not a resident of the United States, nor currently located in the United States;
you are not acting upon the account or benefit of a person in the United States or any other foreign person;
you will not make a copy of the Prospectus available to, or release or distribute a copy of the Prospectus to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (‘Excluded Persons’); and
you are not acting as a nominee for, or otherwise for the account or benefit of, any Excluded Persons.

#Replacement Prospectus button:

If you have read and agree to comply with all of the above terms and conditions, please Click 'Confirm View Prospectus'.

#Original Prospectus button:

If you have read and agree to comply with all of the above terms and conditions, please Click 'Confirm View Original Prospectus' (Which Original Prospectus is superseded by the Prospectus).