Important Information

The Supplementary Prospectus is dated 13 November 2018 and the Original Prospectus is dated 11 September 2018 (together “Prospectus”) and was lodged with ASIC on those dates. No securities will be issued on the basis of the Prospectus later than 13 months after the date of the Prospectus.

The Company will apply to the ASX within seven days of the Prospectus Date for admission of the Company to the Official List and for quotation of its Shares on the ASX.

The ASX takes no responsibility for the contents of the Prospectus, makes no representations as to its accuracy or completeness and expressly disclaims any liabilities whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of the Prospectus. ASIC takes no responsibility for the contents of 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 of these restrictions. Failure to comply with these restrictions may violate securities laws. The Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer. No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in the Prospectus.

Exposure Period

The Prospectus is subject to an exposure period of seven days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of up to seven days. The purpose of this exposure period is to enable the Prospectus to be examined by market participants prior to the raising of funds. If the Prospectus is found to be deficient, any applications received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on applications received in the exposure period and all applications received during the exposure period will be treated as if they were simultaneously received on the Opening Date.

Not Investment Advice

The information contained in the Prospectus is not financial product advice and does not take into account the investment objectives, financial situation or particular needs (including financial and tax issues) of any prospective investor.

Disclaimer

Except as required by law, and only to the extent so required, no person named in the Prospectus, nor any other person, guarantees the performance of Jobstore, the repayment of capital by Jobstore, or the payment of a return on the Shares.

No person is authorised to give any information or make any representation in connection with the Offer which is not included in the Prospectus. Any information or representation not included in the Prospectus may not be relied on as having been authorised by Jobstore, its Directors, or any other person involved in the preparation of the Prospectus or the making of the Offer. In making any investment decision you should rely only on information in the Prospectus.

Web Site – Electronic Prospectus

A copy of the Prospectus is available and can be downloaded from the website of the Company at www.jobstoregroup.com.au. Any person accessing the electronic version of the Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. Persons who access the electronic version of the Prospectus should ensure that they download and read the entire Prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of the Prospectus. Any person may obtain a hard copy of the Prospectus free of charge by contacting the Company prior to the Closing Time. If you have received the Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

No Cooling Off Rights

Cooling off rights do not apply to an investment in Shares offered under the Prospectus. This means that, in most circumstances, you cannot withdraw your Application.

Suitability of Investment and Risks

Before deciding to invest in the Company, prospective investors should read the Prospectus in its entirety and, in particular, the summary of the Company’s products and services in Section 3 and the risk factors in Section 5. You should carefully consider these factors in the light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding to invest. Any investment in the Shares of the Company should be regarded as speculative.

Statements of Past Performance

The Prospectus includes information regarding the past performance of Jobstore. Prospective investors should be aware that past performance should not be relied upon as being indicative of future performance.

Selling Restrictions in Foreign Jurisdictions

No action has been taken to register or qualify the Shares the subject of the Prospectus, or the Offer, or otherwise to permit the public offering of the Shares, in any jurisdiction outside Australia. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of the Prospectus outside of Australia should observe any such restrictions. See below for foreign selling restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue the Prospectus. In particular the Prospectus may not be distributed in the United States. The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the Shares are registered under the US Securities Act or are offered and sold in transactions exempt from, or not subject to the registration requirements of the US Securities Act and any other applicable US securities laws.

The taxation treatment of the Shares may not be the same as those for securities in jurisdictions outside Australia. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of your accountant, financial advisor, stockbroker, lawyer or other professional advisor.

Singapore

This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.

Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an “institutional investor” (as defined in the SFA) or (iii) a “relevant person” (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Malaysia

The offering made under this Offer does not constitute, and should not be construed as to constituting an offer or invitation to subscribe for or purchase any securities in Malaysia. The Company, by the dispatch of the Prospectus, has not made available any securities for subscription or purchase in Malaysia. The Prospectus will not be distributed in Malaysia. The Prospectus does not constitute, and should not be construed as offering or making available any securities for purchase in Malaysia.

By submitting an Application Form, the applicant represents and warrants that if they (or any person for whom they are applying for shares) are in Malaysia, they (and any such person) acknowledge that:

  • they have not received the Prospectus in Malaysia;
  • the Prospectus has not been distributed or made available in Malaysia;
  • the Shares have not been, and should not be construed as having been, offered or made available for purchase in Malaysia;
  • the Company has not made available, offered for subscription or purchase of Shares in Malaysia; and
  • they have not received nor executed the offer and acceptance documents in Malaysia.

Time

Unless otherwise stated or implied, all references to times in the Prospectus are to the time in Perth, Australia. Unless otherwise stated or implied, references to dates or years are calendar year references.

Definitions

Certain terms and abbreviations used in the Prospectus have defined meanings which are explained in the Glossary.

Incorporation by reference

In accordance with section 712 of the Corporations Act, the Prospectus includes the Legal Opinion lodged by the Company with ASIC on 11 September 2018, a copy of which will be provided to you free of charge if you contact the Company Secretary on +61 8 9486 4036 between 8:30 am and 5:30 pm Perth, Australia time, Monday to Friday (business days only) during the Offer Period.

Privacy

By filling out the Application Form to apply for Shares, you are providing personal information to Jobstore and the Share Registry, which is contracted by the Company to manage Applications. Jobstore, and the Share Registry on Jobstore’s behalf, may collect, hold, use and disclose that personal information for the purpose of processing your Application, servicing your needs as a Shareholder, providing facilities and services that you need or request and carry out appropriate administration. If you do not provide the information requested in the Application Form, Jobstore and the Share Registry may not be able to process or accept your Application.

Once you become a Shareholder, the Corporations Act and Australian taxation legislation require information about you (including your name, address and details of the Shares you hold) to be included in the Shares register. In accordance with the requirements of the Corporations Act, information on the Share register will be accessible by members of the public. The information must continue to be included in the Share register if you cease to be a Shareholder.

Your personal information may also be used from time to time to inform you about other products and services offered by Jobstore which it considers may be of interest to you. Your personal information may also be provided to Jobstore’s agents and service providers on the basis that they deal with such information in accordance with Jobstore’s privacy policy. The agents and service providers of Jobstore may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

  • the Share Registry for ongoing administration of the Share register;
  • brokers for the purpose of providing their services;
  • printers and other companies for the purpose of preparation and distribution of statements and for handling mail;
  • market research companies for the purpose of analysing the Shareholder base and for product development and planning; and
  • legal and accounting firms, auditors, contractors, consultants and other advisors for the purpose of administering, and advising on, the Shares and for associated actions.

Information contained in Jobstore’s Share register is also used to facilitate corporate communications (including Jobstore’s financial results, annual reports and other information that Jobstore may wish to communicate to its Shareholders) and compliance by Jobstore with legal and regulatory requirements. An Applicant has a right to access, correct and update his or her personal information that Jobstore and the Share Registry hold about that person, subject to certain exemptions under law. A reasonable fee may be charged for access. Access requests must be made in writing or by telephone call to Jobstore’s registered office or the Share Registry’s office, details of which are disclosed in the corporate directory on page 9 of the Prospectus. The Company will aim to ensure that the personal information it retains about you is accurate, complete and up to date. To assist with this, please contact the Company or the Share Registry if any of the details you have provided change.

Applicants can obtain a copy of Jobstore’s privacy policy by visiting Jobstore’s website https://www.jobstoregroup.com.au/privacy. By submitting an Application, you agree that Jobstore and the Share Registry may communicate with you in electronic form or to contact you by telephone in relation to the Offer.

Photographs and Diagrams

Photographs used in the Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or the assets shown in them are owned by the Company. Diagrams used in the Prospectus are illustrative only and may not be drawn to scale.

Currency

References to currency are to Australian dollars unless otherwise stated.

The functional currency of the operating entities in the Group is Malaysian Ringgit or RM. The historical financial information included in the Prospectus for the financial periods ended 30 June 2016, 2017 and 2018 have been prepared and presented in Australian dollars using the following average and year end rates:

Average rate during the period (RM1=A$):

FY16

FY17

FY18

A$0.3368

A$0.3097

A$0.3165

Year end rates during the period (RM1=A$):

30 June 2016

30 June 2017

30 June 2018

A$0.3331

A$0.3030

A$0.3351

Unless expressly stated otherwise, amounts apart from the historical financial information have been converted based on the closing rate with the Reserve Bank of Australia as at 29 June 2018:

AUD

RM

USD

1

2.9837

0.7391

Questions

If you have any questions about the Prospectus or how to apply for Shares, you should seek advice from your accountant, financial advisor, stockbroker, lawyer or other professional advisor. Instructions on how to apply for Shares are set out in Section 9.9 and on the Company’s website at www.jobstoregroup.com.au . Alternatively, please contact the Company Secretary on +61 8 9486 4036 between 8:30 am and 5:30 pm Perth, Australia time, Monday to Friday (business days only) during the Offer Period.

The documents and other media on the following pages (“Information”) have been prepared to comply with the requirements of the securities laws of Australia, and for use and distribution only in Australia. The Information must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia where distribution may be restricted by law. The Information does not constitute an offer of securities in the United States or to, or for the account or benefit of, any person in the United States, or to any person to whom it would not be lawful outside Australia.  The securities referred to in the Information have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any securities described in, or sold pursuant to, the Information may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration, or to any person to whom it would not be lawful outside Australia.
 
By proceeding you confirm that you are a resident of Australia accessing this website from Australia and you represent, warrant and agree that:

  1. you are not in the United States or a person acting for the account or benefit of a person in the United States; and
  2. you will not make a copy of the Information available to, or distribute a copy of the Information to, or for the account or benefit of, any person in the United States or any person in any other place in which, or to any other person to whom, it would be unlawful to do so.