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Prospectus

Please read the important disclaimer below carefully and accept the terms to continue to prospectus download.

Mader Group's prospectus contains detailed information about the offer, the industry in which the Mader Group operates, its business operations, and its historical and forecast financial performance.

MADER GROUP LIMITED – PROSPECTUS

Mader Group Limited (Company) and Mader SaleCo Pty Ltd (SaleCo) Prospectus for the initial public offering of 50,000,000 fully paid ordinary shares in the Company (Shares) for sale (Offer).

The Offer comprises:

  • the Retail Offer, consisting of the:
    • Broker Firm Offer – which is open to Australian resident retail customers of participating Brokers, who have a registered address in Australia and who receive an invitation from a Broker to acquire Shares under this Prospectus and are not in the United States; and
    • Priority Offer – which is open to selected investors nominated by the Company in eligible jurisdictions, who have received a Priority Offer invitation to acquire Shares under this Prospectus; and
  • the Institutional Offer – which consists of an offer to Institutional Investors in Australia, New Zealand, Hong Kong and certain other jurisdictions around the world, made under this Prospectus; and
  • the Employee Offer, consisting of the:
    • Leadership Team Offer – which is an offer of up to approximately 0.4 million Shares which is open to Non-Executive Directors of the Company (excluding Craig Burton) and the Company's key management personnel; and
    • Staff Offer – which is an offer of up to 2.9 million Shares which is open to eligible employees of the Company as determined by the Board.

No general public offer of Shares will be made under the Offer.

The Offer is expected to raise up to $50,000,000 (before costs) for the existing shareholders of the Company. The funds received for the sale of Shares under the Offer will not be paid to the Company and the Company will not raise any amount under the Offer.

The Prospectus is dated 16 August 2019. The expiry date of the Prospectus is the date that is 13 months from the date of the Prospectus.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser without delay.

Lodgement of Prospectus with the ASIC

The paper form of the electronic Prospectus accessible through this website has been lodged with the Australian Securities and Investments Commission (ASIC).

Applications

  • Broker Firm Offer Applicants Broker Firm Offer Applicants may apply for Shares by completing a valid Broker Firm Offer Application Form attached to or accompanying this Prospectus and following the instructions provided by the Broker who invited them to participate in the Broker Firm Offer.
  • Priority Offer Applicants Applicants under the Priority Offer must apply online in accordance with the instructions provided in their Priority Offer invitation made under this Prospectus.
  • Institutional Offer Applicants The Lead Manager (Bell Potter Securities Limited) has separately advised Institutional Investors of the application procedure under the Institutional Offer.
  • Employee Offer Applicants Applicants under the Employee Offer must apply online in accordance with the instructions provided in their Employee Offer invitation made under this Prospectus.

WARNING

Distribution or release of the Prospectus outside Australia may be restricted by law. The Prospectus may only be distributed or released to a person that is not in the United States, and is not, and is not acting for the account or benefit of, a US Person. Persons who come into possession of the Prospectus who are not in Australia 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 the Shares outside Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to, or accompanied by, the complete unaltered version of the Prospectus. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus with the relevant Application Forms. If you have not, please contact the Company on +61 (8) 9353 3393 between 9.00am and 5.00pm (WST) Monday to Friday (excluding public holidays) and they will send you, at no cost, either a hard copy or a further electronic copy of the Prospectus or both.

The Prospectus does not constitute an offer of Shares in any jurisdiction in which it would be unlawful. You should have regard to the “Important Information” section and section 1.3 of the Prospectus in this regard. In particular, the Prospectus may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia except to the extent permitted as set out below. No action has been taken to register or qualify the Offer under this Prospectus or otherwise permit the Offer to be made in any jurisdiction outside of Australia except to the extent permitted as set out below.

Overseas Applicants

Hong Kong
WARNING: The Prospectus has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, 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 (the "SFO"). No action has been taken in Hong Kong to authorise or register the Prospectus or to permit the distribution of the Prospectus or any documents issued in connection with it. Accordingly, the Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the 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 or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted 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 the Prospectus 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 the Prospectus, you should obtain independent professional advice.

New Zealand

The Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

  • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
  • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
  • is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
  • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
  • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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