Prospectus

DISCLAIMER

Important Information

You must read this important notice before you attempt to access the electronic version of the Prospectus through this website. The information on this page is not part of the Prospectus. If you do not understand any information on this website or in the Prospectus, you should consult your professional adviser without delay.

Capitalised terms in this disclaimer take their meaning from the Prospectus or Notice of Meeting unless otherwise indicated. 

Lodgement of Prospectus with ASIC

On 18 November 2020, the Company lodged the Prospectus along with the Notice of Meeting with the Australian Securities and Investments Commission.  ASIC takes no responsibility as to the contents of this Prospectus or the Notice of Meeting.

In accordance with ASIC Corporations (Application Form Requirements) Instrument 2017/241, no application form is required to be completed or returned to participate in the proposed distribution and transfer of AGC Shares under the Capital Reduction  and no application form is included in or accompanies the Prospectus.

Accordingly, no action is required to be taken by the Company’s Shareholders under the Prospectus.  Should Shareholder approval be obtained for the Capital Reduction Resolution,   the Transaction Conditions are satisfied and the Capital Reduction proceeds to be implemented, then the AGC Shares will be distributed and transferred to Eligible Shareholders in accordance with the terms set out in the Notice of Meeting, Capital Reduction Resolution and the Company’s constitution.

Short Form Prospectus

The Prospectus is a short form prospectus prepared in accordance with section 712 of the Corporations Act.  The Notice of Meeting is incorporated by reference into the Prospectus.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company and the securities and terms of the offering, including the merits and risks involved. You should consult your professional adviser for legal, business or tax advice.

Warning

The distribution of the Prospectus outside of Australia may be restricted by law.  For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within an Eligible Country. If you are accessing this website from anywhere outside an Eligible Country, please do not download the electronic version of the Prospectus.

The Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any Eligible Shareholder to ensure compliance with all laws of any country relevant to their circumstances, and any such Eligible Shareholder should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to participate in the Offer.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the number of overseas shareholders, the number and value of securities these shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the offer pursuant to the Prospectus is only being extended and securities will only be issued to Eligible Shareholders with a registered address in an Eligible Country.

This Prospectus may not be released or distributed in the United States.  This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.  In particular, the Offer has not been, and will not be, registered under the US Securities Act or the securities law of any state of the United States, the securities the subject of the Offer may not be offered or sold in the United States or to or for the account or benefit of any US persons, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.  The Company is under no obligation and has no current intention to register any of securities in the United States of America.

By proceeding, you represent that you have read and understood the above information and agree to the above statements.

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