Terms and Conditions
The combined prospectus and product disclosure statement is accessible on this website (Offer Document) is an important document that should be read in its entirety before deciding whether to participate in the Offer (as referred to below and set out in the Offer Document). If after reading the Offer Document, you have questions about the Offer, you should contact your stockbroker, accountant, solicitor or other professional adviser.
By accessing the Offer Document (by clicking on the ‘I Agree’ checkbox below) you acknowledge that you have read and accept the terms set out in this notice.
The Offer
New Energy Solar Limited (ACN 609 396 983) (Company) and Walsh & Company Investments Limited (ACN 152 367 649) (Responsible Entity) as the responsible entity of New Energy Solar Fund (ARSN 609 154 298) (Trust) have issued the Offer Document which contains details of the public offering of fully paid ordinary units in the Trust (Units) and fully paid ordinary shares in the Company (Shares) (Offer). Units and Shares are stapled together and cannot be traded or dealt with separately (Stapled Securities).
The Trust and the Company (together with their controlled entities) are referred to as ‘New Energy Solar’.
The Offer comprises an Institutional Offer, a Priority Offer, a Broker Firm Offer and a General Public Offer.
Applicants who subscribe for Stapled Securities under the Offer Document will also be issued, for no additional consideration, one Class A Option and one Class B Option for every two Stapled Securities issued to that applicant (Options).
The Responsible Entity and the Company have applied to the Australian Securities Exchange (ASX) for the admission of New Energy Solar to the official list of ASX and quotation of the Stapled Securities and Options on the ASX. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of the Offer Document or for the merits of the investment to which the Offer Document relates.
Morgan Stanley Australia Securities Limited (Morgan Stanley) has been appointed to act as sole bookrunner and as a joint lead manager to the Offer. Evans and Partners Pty Limited (Evans and Partners) has been appointed to act as a joint lead manager (but is not a bookrunner) to the Offer.
Morgan Stanley and Evans and Partners have not authorised, permitted or caused the issue or lodgement, submission, despatch or provision of the Offer Document and there is no statement in the Offer Document which is made by, purported to be made by, or based on any statement by them, or by any of their respective affiliates, related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)), or any of their respective directors, officers, representatives, agents, partners, consultants, advisers or employees (Joint Lead Manager Parties). To the maximum extent permitted by law, each of the Joint Lead Manager Parties expressly disclaims all liabilities in respect of, makes no representation regarding, and takes no responsibility for, any part of the Offer Document other than references to their names and make no representation or warranty as to the currency, accuracy, reliability or completeness of the Offer Document.
Lodgement of the Offer Document
The Offer Document accessible on this website was lodged with the Australian Securities and Investments Commission (ASIC) on, and is dated, Thursday, 2 November 2017.
Applications for Stapled Securities
Applications to subscribe for Stapled Securities under the Offer by investors located in Australia may only be made using an application form to be issued with, contained in, or accompanying, the Offer Document (Application Form). Stapled Securities (and attaching Options) will only be issued on the basis of an Application Form.
To apply you must complete the hard copy Application Form (being the hard copy form attached to the back of a hard copy Offer Document or the online Application Form available on this website) in accordance with the instructions contained within the Application Form.
WARNING
The Offer Document and other information provided on this Offer website is available to persons accessing the site from within AUSTRALIA ONLY. By accessing the Offer Document, you acknowledge and confirm that you are an Australian resident and are accessing the website from within Australia and that you are not in the United States and are not acting for the account or benefit of a person in the United States.
The Priority Offer, Broker Firm Offer and General Public Offer are only available to persons receiving the Offer Document in Australia, who are Australian residents who are not located in the United States and not acting for the account or benefit of a person in the United States. No action has been taken to register or qualify the Offer Document, the Stapled Securities, the Options or the Offer, or otherwise permit a public offering of the Stapled Securities or Options in any jurisdiction outside Australia.
The documents on this page do not constitute an offer of securities for sale in the United States or in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer. In particular, neither the Stapled Securities nor the Options have been, or will be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or resold in the United States except in accordance with an available exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and applicable U.S. state securities laws. The documents on this page may not be sent to investors in the United States or otherwise distributed in the United States.
Instructions
Subject to the terms contained in this notice, an electronic copy of the Offer Document may be viewed or downloaded by following the instructions set out below.
The full Offer Document (without Application Form) has 256 pages. The electronic copy of the full Offer Document is in online-interactive format and can be downloaded in Adobe Portable Document Format (PDF). The megabyte size of the full PDS Offer Document is 14.1Mb. You should ensure that any copy you view or print is complete.
ACKNOWLEDGEMENT
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OF STAPLED SECURITIES OR OPTIONS.
The information on this website is provided for informational purposes only and subject to change without notice. Nothing contained on this website or in the documents on this page constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in the Stapled Securities. The information on this website and in the documents on this page does not take into account your investment objectives, financial situation or particular needs.
By proceeding I confirm that I am a resident of Australia accessing this website from within Australia and I represent, warrant and agree that:
- I am not in the United States and am not acting for the account or benefit of a person in the United States;
- I will not make a copy of the documents in this website available to, or release or distribute a copy of such documents to any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to provide such documents (Ineligible Persons);
- the postcode I provided for my your primary residence in Australia is true and accurate; and
- I am not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.
