TERMS & CONDITIONS
TERMS AND CONDITIONS
Offer
The Offer contained in this Prospectus is an invitation to acquire fully paid ordinary shares (Shares) in FOS Capital Ltd (ACN 637 156 275) (Company). This Prospectus is issued by the Company.
Lodgement and listing
This Prospectus is dated 7 May 2021 (Prospectus Date) and a copy has been lodged with the Australian Securities and Investments Commission (ASIC). This Prospectus is a replacement prospectus which replaces the prospectus dated 30 April 2021 relating to Shares in the Company which was lodged with ASIC on that date. The Company has applied to ASX Limited (ASX) for admission of the Company to the official list of ASX and quotation of its Shares on ASX. Neither ASIC or ASX nor their respective officers, advisers, or service providers take any responsibility for the content of this Prospectus or for the merits of the investment to which this Prospectus relates.
Expiry Date
This Prospectus expires on the date that is 13 months after the date of the original prospectus dated 30 April 2021 (Expiry Date) and no Shares will be issued on the basis of this Prospectus after the Expiry Date.
Foreign Jurisdictions
The Prospectus does not constitute an offer or invitation to apply for Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares, in any jurisdiction outside Australia.
The distribution of the Prospectus outside Australia may be restricted by law and persons who come into possession of the Prospectus outside Australia should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Shares in certain jurisdictions outside of Australia, please refer to Section 7.15 of the Prospectus.
The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in the Prospectus have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Exposure Period
In compliance with section 727(3) of the Corporations Act, there was an "exposure period" following the lodgement of the Prospectus with ASIC during which the Company was not permitted to accept or process applications. That period has now ended and the Company is now permitted to accept and process applications.
Note to applicants
No person is authorised to provide any information, or to make any representation, about the Company or the Offer that is not contained in this Prospectus. Potential investors should only rely on the information contained in this Prospectus. Any information or representation which is not contained in the Prospectus may not be relied on as having been authorised by the Company or any other person in connection with the Offer. Except as required by law and only to the extent so required, neither the Company, nor any person associated with the Company or the Offer guarantees or warrants the future performance of the Company, the return on an investment made under the Prospectus, the repayment of capital or the payment of dividends on the Shares.
The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Company is not licensed to provide financial product advice in relation to Shares or any other financial products. No cooling-off period applies to the acquisition of Shares under this Prospectus.
It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, you should consider the risk factors that could affect the performance of the Company. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant or other independent professional adviser before deciding whether to invest in Shares. The information on this website is provided for informational purposes only and subject to change without notice; it is not a substitute for the Prospectus.
Some of the key risk factors that should be considered by prospective investors are set out in Section 5, including macroeconomic and market condition risks arising from the ongoing global COVID-19 pandemic. There may be risk factors in addition to these that should be considered in light of your personal circumstances.
No person named in this Prospectus, nor any other person, guarantees the performance of the Company’s or the repayment of capital or any return on investment made pursuant to this Prospectus.