INDOOR SKYDIVE AUSTRALIA GROUP LIMITED ABN 39 154 103 607
PROSPECTUS
(as supplemented by the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus)
BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, PLEASE READ THE TERMS SET OUT IN THIS NOTICE
Terms and Conditions
Important: In these terms and conditions, “Prospectus” means, collectively:
- the original Prospectus dated 1 November 2012 (“Original Prospectus”)
- the first Supplementary Prospectus dated 5 December 2012 (“First Supplementary Prospectus”);
- the Second Supplementary Prospectus dated 10 December 2012 (“Second Supplementary Prospectus”); and
- the Third Supplementary Prospectus dated 12 December 2012 (“Third Supplementary Prospectus”).
The Prospectus (including the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus) is an important document that should be read in its entirety. The Original Prospectus was issued by Indoor Skydive Australia Group Limited (“Company”) on 1 November 2012 for an offer of up to 60,000,000 ordinary fully paid shares (“Shares”) at an Offer price of $0.20 per Share to raise $12,000,000 (“Offer”). The paper form of the electronic Original Prospectus (including its attached Application Forms) accessible through this website was lodged on 1 November 2012 with the Australian Securities and Investments Commission (“ASIC”). On 5 December 2012, the Company issued, and lodged at ASIC, the First Supplementary Prospectus under which the Closing Date of the Offer was extended to 14 December 2012. On 10 December 2012, the Company issued, and lodged at ASIC, the Second Supplementary Prospectus under which, amongst other matters, the Company reduced the Minimum Subscription Amount under the Offer from $12,000,000 to $4,000,000 (so that the Offer is now an offer for up to 20,000,000 Shares at an Offer price of $0.20 per Share to raise $4,000,000), the Company announced it will accept oversubscriptions to the Offer of up to $8,000,000 (being a further 40,000,000 Shares at $0.20 per Share to raise a further $8,000,000 if the maximum amount of oversubscriptions are accepted by the Company), and the Company announced it has entered into a Convertible Note Deed under which the Company can drawdown funds of up to $8,000,000. On 12 December 2012, the Company issued and lodged at ASIC, the Third Supplementary Prospectus under which the Telsyte Research Report, which was part of the Second Supplementary Prospectus, was withdrawn. Neither ASIC nor the Australian Securities Exchange Limited (“ASX”), nor any of their officers, take any responsibility for the contents of the Prospectus (including the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus). The Expiry Date of the Prospectus is 13 months after the date of the Prospectus (“Expiry Date”). No Shares will be allotted or issued on the basis of this Prospectus later than the Expiry Date.
Full details of the Offer are set out in the Prospectus (as supplemented by the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus). Nothing contained on this website or in the Prospectus constitutes financial product advice and this website and the Prospectus have been prepared without taking into account your investment objectives, financial situation or particular needs. If you require advice you should consult your legal, financial or other professional adviser.
When accessing an electronic copy of the Prospectus, please ensure that you have received or downloaded the entire Prospectus (including the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus), accompanied by the relevant Application Form which is attached to the Original Prospectus. The electronic Original Prospectus is 64 pages. The First Supplementary Prospectus is 2 pages. The Second Supplementary Prospectus is 32 pages. The Third Supplementary Prospectus is 3 pages. The Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus are in Adobe Portable Document Format (PDF). You should ensure that any copy of the electronic Prospectus you download is complete. If you have not received or downloaded the entire Prospectus (including the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus) , please contact the Share Registry on 1300 737 760 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.
How to Apply for Shares
An Application for Shares can be made by:
- printing and completing the Application Form attached to or accompanied by the electronic Original Prospectus;
- completing the Application Form attached to or accompanied by a paper form of the Original Prospectus; or
- completing and submitting the electronic Application Form accompanied by the electronic Prospectus available at www.boardroomlimited.com.au\ISAGroupOffer
and then lodging the form and the application monies in accordance with the details set out in the Original Prospectus and the Application Form.
Jurisdiction
No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The Offer constituted by an electronic version of the Prospectus is only available to persons receiving an electronic version of the Prospectus within Australia. This 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 Applicant outside Australia to ensure compliance with all laws of any country relevant to their Applications and any such Applicant 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 apply for and be allotted any securities. Any failure to comply with such restrictions may constitute a violation of applicable securities law.
Neither ISA Group nor the Shares of ISA Group are, or will be, registered under the US Securities Act, and are not being offered or sold in the United States or to, or for the account or benefit of, a US Person. Therefore Shares in the Company may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, US Persons, except in accordance with an available exemption from the registration requirements of the US Securities Act.
Legal
The Corporations Act 2001 (Cth) prohibits any person from passing on to another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus (including any supplementary or replacement Prospectus where applicable). The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus (including the Original Prospectus, the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus).
By law, the Prospectus is subject to an exposure period of 7 days. The exposure period may be extended by ASIC for a further 7 days. The exposure period is intended to enable the Prospectus to be examined by market participants prior to the raising of the funds. No applications for Shares will be accepted during the exposure period.
By proceeding and accessing the electronic Prospectus, you confirm that you have read and understood the above terms and you are 18 years of age or over.
[button link=”https://xrgroup.com.au/” size=”medium” bgcolor=”#336FB3″ textcolor=”” align=”left”] I DISAGREE[/button] [button link=”https://xrgroup.com.au/the-prospectus/” size=”medium” bgcolor=”#336FB3″ textcolor=”” align=”left”] I AGREE[/button]