By accepting the Offer of Placement Shares, you represent, warrant and agree for the benefit of the Company and its respective associates (as defined in the Act) that:
(a) if you are resident in Australia, you fall within one of the following categories:
(b) if you are resident outside Australia, you are entitled to accept the Offer, in accordance with its terms and conditions herein stated under the law of the jurisdiction in which you accept the Offer;
(c) your acceptance of this Offer and subscription for the Placement Shares is in compliance with all relevant laws and regulations (including, without limitation, the requirements of the Australian Foreign Acquisitions and Takeovers Act 1975);
(d) you have no intention of selling or transferring the Placement Shares, or granting, issuing or transferring any interest in, or options or warrants over, any of the Placement Shares, prior to the first anniversary of their allotment or issue (other than in circumstances falling within one of the exceptions under section 708 of the Act, other than section 708(1)) unless the sale (and offer of such sale) does not need disclosure to investors under Part 6D.2 of the Act pursuant to section 708A of the Act;
(e) you have had access to all information that you believe is necessary or appropriate in connection with your acceptance of the Offer to purchase the Placement Shares. You acknowledge and agree that you will not hold the Company or any of its associates responsible for any misstatements in, or omissions from, any publicly available information concerning the Company;
(f) you have made and relied upon your own assessment of the Company and have conducted your own investigation with respect to the Placement Shares and the Company including, without limitation, the particular legal and tax consequences of purchasing, owning or disposing of the Placement Shares in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction;
(g) you have not relied on any investigation that the Company or any of its associates or any persons acting on their behalf may have conducted with respect to the Placement Shares or the Company. None of such persons has made any representation to you, express or implied, with respect to the Placement Shares or the Company;
(h) the representations and warranties made by you are true and correct as at the date of the Placement Acceptance Advice and will be true and correct as at the date of allotment of the Placement Shares;
(i) if you are acquiring any Placement Shares on account of one or more persons, you have full power to make the foregoing acknowledgements, representations, warranties and agreements on behalf of each such person and you will take reasonable steps to ensure that each such person will comply with its obligations under this Placement Offer Letter; and
(j) you are not a Related Party (as defined in the ASX Listing Rules and the Act) or an associate of the Company.
You further acknowledge and agree that:
(a) no disclosure document has been prepared in connection with the Placement;
(b) the Offer does not constitute a securities recommendation;
(c) the Offer is a personal offer to you and you are not entitled to assign, transfer or otherwise deal with your rights and obligations following your acceptance of the Offer, which will be irrevocable;
(d) if you are a person to whom an offer is made pursuant to section 708(10) of the Act, the relevant holder of the Australian Financial Services Licence has given you a written statement of their reasons for being satisfied as to the matters referred to in section 708(10)(b) on or before this Offer is made to you;
(e) you have made your own enquiries and your own assessment as to the assets and liabilities, financial position, profits and losses and prospects of the Company, and the rights attaching to its shares;
(f) acquisition of the Placement Shares involves a degree of risk;
(g) except to the extent that liability cannot by law be excluded, the Company and each of its respective associates (including the directors, officers, employees and advisers of the Company), do not accept any responsibility in relation to the Placement or your acquisition of any Placement Shares;
(h) you will not sell, transfer, offer for sale or grant, issue or transfer any interest in, or options or warrants over (Dealing), any of the Placement Shares within 12 months after their allotment or issue (other than in circumstances falling within one of the exceptions under section 708 of the Act) unless the Dealing (and offer of the Dealing) does not need disclosure to investors under Part 6D.2 of the Act pursuant to section 708A of the Act;
(i) any issue of Placement Shares to you pursuant to your acceptance of the Offer is subject to satisfaction of the Conditions; and
(j) the Company will rely upon the truth and accuracy of your acknowledgements, representations, warranties and agreements.
The agreement between us arising out of your irrevocable acceptance of the terms of the Offer shall be governed by the laws of New South Wales, Australia and if you accept the Offer you will be and remain obliged to submit to the non-exclusive jurisdiction and determination of the courts of that State.
You agree to treat any information provided to you in relation to the Company and the Placement as strictly confidential and not to disclose it to any other person. Such information is being made available to you solely in connection with your consideration of the Offer of Placement Shares. You further agree that you will not purchase or sell any shares of any type in the Company or procure another person to do so, in breach of Part 7.10 of the Act.
The Offer and the allotment and issue of the Placement Shares is subject to the satisfaction of each of the conditions precedent set out below. If any of the following conditions precedent are not satisfied, your rights and obligations upon irrevocable acceptance of the Offer will terminate including your right to the Placement Shares the subject of the Offer.
In this case:
(a) any application moneys paid by you will be refunded to you; and
(b) you are not entitled to claim any interest on the application moneys or any loss, damage or liability suffered or incurred as a result of or in connection with such matters.
The Company is not proposing the Placement with the purpose of the applicants or subscribers for Placement Shares selling or transferring them or granting, issuing or transferring interests in, or options or warrants over, them.
The Company proposes to comply with the requirements set out in section 708A(5) of the Act to exempt the sale (and offer for sale) of the Placement Shares from the requirement for disclosure under Part 6D.2 of the Act. In this regard, the Company proposes to make an announcement to ASX that complies with section 708A(6) of the Act contemporaneously with, and in any event by no later than 5 business days after, the time of issue of the Placement Shares.
The terms contained in this Placement Offer Letter including, without limitation, your executed Placement Acceptance Advice, constitute the entire terms of the agreement between the Company and you as to the Placement of the Placement Shares offered to you and your participation in the Placement, to the exclusion of all prior representations, understandings and agreements between the Company and you. Any variation of the terms of the agreement must be in writing signed by the Company and you.
Any notice to be given relating to the Offer of Placement Shares or your acceptance of the Offer may be sent:
(a) by delivery to the address of the party to whom the notice is sent and is deemed to be given on delivery; or
(b) by facsimile to the facsimile number of the party to whom the notice is sent and is deemed to be given upon the successful transmission to that facsimile number.
Each applicant for Placement Shares will be required to execute and deliver a Placement Acceptance Advice (attached) which incorporates by reference the representations, warranties and agreements set out in this Placement Offer Letter.
If you wish to accept the Offer, please fully complete, execute and deliver the Placement Acceptance Advice to the Company before the deadline specified below.
Our receipt of your Placement Acceptance Advice signed by you will constitute your unconditional and irrevocable acceptance of the Offer set out in this Placement Offer Letter. Once the Placement Acceptance Advice is signed and returned to us, you will be bound to make an application for the Placement Shares offered to you.
The Company is not obliged to allot or issue Placement Shares to any investor who has failed fully to complete, execute and deliver to the Company a Placement Acceptance Advice. However, the Company reserves the right to allot and issue Placement Shares even if the Placement Acceptance Advice is not fully completed or executed.
