For personal use only
ASX ANNOUNCEMENT
30 November 2021
Retail Entitlement Offer
Life360, Inc. (Life360 or the Company) (ASX: 360) attaches, further to its announcement to the market on 23 November 2021, the following documents:
- Retail Entitlement Offer booklet;
- letter to eligible security holders; and
- letter to ineligible security holders.
Authorisation
Chris Hulls, Director, Co-Founder and Chief Executive Officer of Life360 authorised this announcement being given to ASX
About Life360
Life360 operates a platform for today's busy families, bringing them closer together by helping them better know, communicate with and protect the people they care about most. The Company's core offering, the Life360 mobile app, is a market leading app for families, with features that range from communications to driving safety and location sharing. Life360 is based in San Francisco and has more than 33.8 million monthly active users (MAU) as at September 2020, located in more than 195 countries.
Life360's CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs, have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are 'restricted securities' under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a Qualified Institutional Buyer (QIB) for the foreseeable future except in very limited circumstances until after the end of the restricted period, unless the resale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.
Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com | Page 1 |
onlyuse personalFor Retail Entitlement Offer
ARBN 629 412 942
For personal use only
Retail Entitlement Offer
1 for 15.64 accelerated non-renounceablepro-rata entitlement offer of new CDIs in Life360, Inc. at an Offer Price of A$12.00 per new CDI.
The Entitlement Offer is fully underwritten.
Retail Entitlement Offer closes at 5.00pm (Sydney time) on 13 December 2021.
This is an important document which is accompanied by a personalised Entitlement and Acceptance Form for you to subscribe for CHESS Depositary Interests over new shares of common stock in Life360, Inc. You should read this document carefully in its entirety.
This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission or filed with the U.S. Securities Exchange Commission.
If you have any questions please contact your broker, solicitor, accountant, financial adviser or other professional adviser or the Life360 Offer Information Line.
ARBN 629 412 942
For personal use only
Contents
Important notice | 1 | |
Summary of the Entitlement Offer | 4 | |
Key dates | 4 | |
Letter to Securityholders | 5 | |
1. | Summary of options available to you | 7 |
2. | Details of the entitlement offer | 8 |
3. | How to apply | 10 |
4. | ASX announcements and | |
investor presentation | 14 | |
5. | Important infromation | 61 |
6. | Glossary of terms | 69 |
Corporate Directory | 71 | |
Retail Entitlement Offer 3
Important Notice
only | This Retail Offer Booklet is dated 30 November 2021 |
and has been issued by Life360, Inc. (Life360 or the | |
Company). | |
Defined terms used in these important notices have | |
the meaning given in this Retail Offer Booklet. | |
The Retail Entitlement Offer is made pursuant to | |
section 708AA of the Corporations Act 2001 (Cth) | |
(Corporations Act) (as notionally modified by | |
use | Australian Securities and Investments Commission |
(ASIC) Corporations (Non-Traditional Rights Issues) | |
Instrument 2016/84, ASIC Corporations (Disregarding | |
Technical Relief) Instrument 016/73, ASIC Class Order | |
[CO 14/827], and ASIC Instrument 21-0964). | |
This Retail Offer Booklet is not a prospectus or product | |
disclosure statement under the Corporations Act | |
and has not been lodged with ASIC. This Retail Offer | |
personal | Booklet does not contain all of the information which |
would be required to be disclosed in a prospectus | |
or product disclosure statement. The information | |
contained in this Retail Offer Booklet is not financial | |
product advice and does not take into account your | |
investment objectives, financial situation or particular | |
needs. | |
It is important that you read this Retail Offer Booklet | |
carefully and in full before deciding whether to | |
accept your Entitlement and apply for Additional New | |
CDIs. In considering an investment in the Company, | |
you should consider the risks that could affect the | |
financial performance or position of the Company. | |
You should carefully consider these risks in the light | |
of your investment objectives, financial situation and | |
particular needs (including financial and taxation | |
issues) and seek professional advice from your | |
accountant, financial adviser, stockbroker, lawyer or | |
other professional adviser before deciding whether | |
For | to invest. Some of the risks that should be considered |
by prospective investors are set out in the Investor | |
Presentation included in this Retail Offer Booklet. | |
There may be risk factors in addition to these that | |
should be considered in the light of your personal | |
circumstances. | |
Your right to acquire CDIs under the Retail | |
Entitlement Offer is not transferrable. Eligible Retail | |
Securityholders should carefully read and follow | |
the instructions in Section 1 and in the personalised | |
Entitlement and Acceptance Form when making the | |
decision whether to accept your Entitlement and apply | |
for Additional New CDIs. |
By paying for your New CDIs through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.
Future performance and forward looking statements
This Retail Offer Booklet contains forward-looking statements and comments about future events, including statements regarding Life360's intentions, objectives, plans, expectations, assumptions and beliefs about future events, including the industry and markets in which Life360 operates, Life360's expectations in relation to the financial and operating performance of its business, the potential impact and duration of the COVID-19 pandemic, the timetable and outcome of the Entitlement Offer and the proceeds thereof. This Retail Offer Booklet also contains forward-looking statements regarding the potential acquisition of Tile and Life360's expectations regarding the future performance of Tile's products and business and markets.
The words "anticipate", "believe", "expect", "project", "predict", "will", "forecast", "estimate", "likely", "intend", "outlook", "should", "could", "may", "target", "plan" and other similar expressions can generally be used to identify forward-looking statements. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements as they involve inherent risk and uncertainty (both general and specific) and should note that they are provided
as a general guide only. There is a risk that such predictions, forecasts, projections and other forward looking statements will not be achieved.
Subject to any continuing obligations under applicable law, Life360 does not undertake any obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date of this Retail Offer Booklet, to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statements are based.
Retail Entitlement Offer 1
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Disclaimer
Life360 Inc. published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 21:40:04 UTC.