Norwood : Prospectus - Options Placement

For personal use only

NORWOOD SYSTEMS LIMITED

ACN 062 959 540

PROSPECTUS - OPTIONS PLACEMENT

For an offer of up to 66,356,636 New Options at an issue price of $0.002 per New Option to raise up to approximately $132,713 (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

IM PORTA NT NOTICE

For personal use only

This Prospectus is dated 16 February 2022 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek

professional advice where necessary. The Securities offered by

this Prospectus should be considered as highly speculative.

Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your

financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Forward-looking statements

This Prospectus contains forward- looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company's management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements.

The Company has no intention to update or revise forward-looking

statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or

to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in

each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

For further information on overseas Shareholders please refer to Section 2.10.

Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Please refer to Section 6.2 for further details.

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For personal use only

Target Market Determination

specifically referred to, may affect

requires,

words

and

phrases

In accordance with the design and

the

value

of

the

Securities in

the

contained

in

this

Prospectus have

future. Accordingly,

an investment

the

same

meaning

and

distribution

obligations

under

the

in

the

Company

should

be

interpretation

as

given

in

the

Corporations Act, the Company has

considered

highly

speculative.

Corporations

Act

and

capitalised

determined

the target

market

for

Shareholders

should

consider

terms

have

the

meaning

given in

the

offer of

New Options

issued

consulting their professional advisers

the

Glossary

in

Section

8.All

under

this

Prospectus.

The

in relation to the issue of Securities

references to time in this Prospectus

Company

will

only

distribute

this

pursuant to this Prospectus.

are references to Australian Western

Prospectus

to

those

investors who

Financial forecasts

Standard Time.

fall within the target market

determination (TMD) as set out on

The Directors have considered the

Privacy statement

the

Company's

website

If you

complete

an

Application

matters set out in ASIC Regulatory

(www.norwoodsystems.com).

By

Guide 170 and believe that they do

Form, you will be providing personal

making

an

application

under

the

not

have

a

reasonable

basis

to

information to the Company.

The

Offer, you

warrant that you

have

forecast future earnings on the basis

Company

collects,

holds

and

will

read and understood the TMD and

that the operations of the Company

use that information to assess your

that you fall within the target market

are

inherently

uncertain.

application, service your needs as a

set out in the TMD.]

Accordingly,

any

forecast

or

Shareholder

and

to

facilitate

Electronic Prospectus

projection

information

would

distribution

payments

and

A copy of this Prospectus can be

contain

such

a

broad

range

of

corporate

communications to you

potential outcomes and possibilities

as a Shareholder.

downloaded

from the

website

of

that it is not possible to prepare a

the

Company

at

The information may also be used

reliable

best

estimate

forecast

or

https://norwoodsystems.com/invest

from time to time and disclosed to

projection.

orIf you are accessing the

persons

inspecting

the

register,

Clearing House Electronic Sub-

electronic version of this Prospectus

including bidders for your securities

for the purpose of making an

Register System (CHESS) and Issuer

in the context of takeovers,

investment in the Company, you

Sponsorship The Company will apply

regulatory

bodies

including

the

must be an Australian or New

to participate in CHESS, for those

Australian

Taxation

Office,

Zealand resident and must only

investors who have, or wish to have,

authorised

securities

brokers,

print

access this Prospectus from within

a sponsoring stockbroker.

Investors

service providers, mail houses and

Australia or New Zealand.

who do not wish to participate

the share registry.

The Corporations Act prohibits any

through

CHESS

will

be

issuer

You

can

access,

correct

and

sponsored by the Company.

person passing onto another person

update

the

personal

information

an Application Form unless it is

Electronic sub-registers mean that

that we hold about you. If you wish

attached to a hard copy of this

the Company will not be issuing

to do so, please contact the share

Prospectus or it accompanies the

certificates

to investors.

Instead,

registry at the relevant contact

complete and unaltered version of

investors will be provided with

number set out in this Prospectus.

this Prospectus.

You may obtain a

statements

(similar

to

a

bank

Collection,

maintenance

and

hard copy of this Prospectus free of

account statement) that set out the

disclosure

of

certain

personal

charge

by

contacting

the

number of Securities issued to them

information

is

governed

by

Company by phone on +61 8 9200

under this Prospectus.

The notice

legislation including the Privacy Act

35

05

during

office

hours

or

by

will

also

advise

holders

of

their

1988

(as

amended),

the

emailing

the

Company

at

Holder

Identification

Number

or

Corporations Act and certain rules

[e-mail].

Security Holder Reference Number

such

as

the

ASX

Settlement

The Company reserves the right not

and

explain,

for

future reference,

Operating Rules.

You should note

the sale and purchase procedures

to accept an Application Form from

that

if

you

do

not provide

the

under CHESS and issuer sponsorship.

a person if it has reason to believe

information

required

on

the

Electronic sub-registers also mean

that when that person was given

application

for

Securities,

the

access to the electronic Application

ownership of securities can be

Company may not be able to

Form, it was not provided together

transferred without having to rely

accept or process your application.

with the electronic Prospectus and

upon

paper

documentation.

Use of Trademarks

any

relevant

supplementary

or

Further monthly statements will be

replacement prospectus or any of

provided to holders if there have

This

Prospectus

includes

the

those documents were incomplete

been any changes in their security

Company's

registered

and

or altered.

holding in the Company during the

unregistered trademarks.

Company Website

preceding month.

All other

trademarks,

tradenames

Photographs and Diagrams

No documents or other information

and service marks appearing in this

Photographs used in this Prospectus

Prospectus are the property of their

available

on

the

Company's

respective owners.

website is incorporated into this

which do not have descriptions are

Prospectus by reference.

for illustration only and should not

Enquiries

Risk Factors

be interpreted to mean that any

If you are in any doubt as to how to

person

shown

endorses

the

Shareholders should be aware that

Prospectus or its contents or that the

deal with any of the matters raised

there are a number of risks factors

assets shown in them are owned by

in this Prospectus, you should consult

affecting the Company and the

the Company. Diagrams used in this

with your broker or legal, financial or

value of its Securities. The key risk

Prospectus are illustrative only and

other professional adviser without

factors of which Shareholders should

may not be drawn to scale.

delay. Should you have any

be aware are set out in Section 6.

Definitions and Time

questions about the Offers or how to

accept the Offer please call the

These

risks

together

with

other

Unless

the

contrary

intention

Company Secretary on 049 990

general

risks

applicable to

all

0044.

investments

in

listed

securities

not

appears

or the context

otherwise

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For personal use only

CO RP O R A T E DIRECTORY

Directors	Auditor *
Mr Paul Ostergaard	BDO Audit (WA) Pty Ltd
Managing Director	38 Station Street
Dr John Tarrant	SUBIACO WA 6008
Share Registry*
Non-executive Director
Mr Philip Marsland	Advanced Share Registry
Non-executive Director	110 Stirling Hwy
Mr Philip Otley	NEDLANDS WA 6009
Non-executive Director	Telephone: [phone]
Company Secretary	Telephone: [phone]
Facsimile: [phone]
Stuart Usher
Registered Office
4 Leura Street
NEDLANDS WA 6009
Telephone: + 61 8 9200 3505
Email: [e-mail]
Website: www.norwoodsystems.com
Legal Advisors
Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus.

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For personal use only

TABLE OF CONTENTS
1.	KEY OFFER INFORMATION............................................................................................	5
2.	DETAILS OF THE OFFER..................................................................................................	7
3.	PURPOSE AND EFFECT OF THE OFFER.........................................................................	13
4.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................	16
5.	RISK FACTORS ............................................................................................................	21
6.	ADDITIONAL INFORMATION ......................................................................................	28
7.	DIRECTORS' AUTHORISATION ....................................................................................	34
8.	GLOSSARY..................................................................................................................	35

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