OpenLearning : Entitlement Issue Prospectus

For personal use only

OPENLEARNING LIMITED

ACN 635 890 390

ENTITLEMENT ISSUE PROSPECTUS

For a pro-ratanon-renounceable entitlement issue of 1 Share for every 6 Shares held by those Shareholders registered at the Record Date at an issue price of $0.093 per Share to raise up to $3,059,054 (based on the number of Shares expected to be on issue as at the Record Date) (Offer).

The Prospectus also contains an offer to Alchemy Tribridge of 6,422,908 Alchemy Tribridge Options exercisable at $0.093 on or before 30 September 2022 (Option 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 6 December 2021 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

Electronic Prospectus

certificates

to

investors.

Instead,

to do so, please contact the share

A copy of this Prospectus can be

investors

will

be

provided

with

registry

at

the

relevant

contact

statements

(similar

to

a

bank

number set out in this Prospectus.

downloaded

from the website

of

account statement) that set out the

the

Company

at

Collection,

maintenance

and

number of Securities issued to them

https://solutions.openlearning.com/.

disclosure

of

certain

personal

under this

Prospectus.

The

notice

If you are accessing the electronic

information

is

governed

by

will

also

advise

holders

of

their

version of

this

Prospectus

for

the

legislation including the Privacy Act

Holder

Identification

Number

or

purpose of making an investment in

1988

(as

amended),

the

Security Holder Reference Number

the

Company,

you

must

be

an

Corporations Act and certain rules

and explain,

for

future

reference,

Australian or New Zealand resident

such

as

the

ASX

Settlement

the sale and purchase procedures

and

must

only

access

this

Operating Rules.

You should note

under CHESS and issuer sponsorship.

Prospectus from within Australia or

that if you do not provide the

Electronic sub-registers also mean

New Zealand.

information

required

on

the

The Corporations Act prohibits any

ownership

of

securities

can

be

application

for

Securities,

the

transferred

without

having

to

rely

Company may

not

be

able to

person passing onto another person

upon

paper

documentation.

accept or process your application.

an

Application

Form

unless

it is

Further

monthly

statements

will

be

Enquiries

attached

to

a

hard

copy of

this

provided

to

holders

if

there have

Prospectus, or it accompanies

the

been any changes in their security

If you are in any doubt as to how to

complete and unaltered version of

holding in the Company during the

deal with any of the matters raised

this Prospectus. You may obtain a

preceding month.

in this Prospectus, you should consult

hard copy of this Prospectus free of

Photographs and Diagrams

with your broker or legal, financial or

charge

by

contacting

the

other professional adviser without

Company

by

phone

on

+61(0) 3

Photographs used in this Prospectus

delay.

Should

you

have

any

8395 5446 during office hours or by

which do not have descriptions are

questions about the Offers or how to

emailing

the

Company

at

for

illustration

only

and

should

not

accept

the

Offer please

call

the

[e-mail].

be interpreted to mean that any

Company Secretary on +61(0) 3

The Company reserves the right not

person

shown

endorses

the

8395 5446.

to accept an Application Form from

Prospectus or its contents or that the

a person if it has reason to believe

assets shown in them are owned by

that when that person was given

the Company. Diagrams used in this

access to the electronic Application

Prospectus are illustrative only and

Form, it was not provided together

may not be drawn to scale.

with the electronic Prospectus and

Definitions and Time

any

relevant

supplementary

or

replacement prospectus or any of

Unless

the

contrary

intention

those documents were incomplete

appears or the context otherwise

or altered.

requires,

words

and

phrases

Company Website

contained

in

this

Prospectus have

the

same

meaning

and

No documents or other information

interpretation as given in the

available

on

the

Company's

Corporations

Act

and

capitalised

website is incorporated into this

terms have the meaning given in

Prospectus by reference.

the Glossary in Section 7.

Financial forecasts

All references to time in this

The Directors have considered the

Prospectus

are

references

to

Australian Western Standard Time.

matters set out in ASIC Regulatory

Privacy statement

Guide 170 and believe that they do

not

have

a

reasonable

basis

to

If

you

complete

an

Application

forecast future earnings on the basis

Form, you will be providing personal

that the operations of the Company

information to the Company.

The

are

inherently

uncertain.

Company

collects,

holds

and

will

Accordingly,

any

forecast

or

use that information to assess your

projection

information

would

application, service your needs as a

contain such

a

broad range

of

Shareholder

and

to

facilitate

potential outcomes and possibilities

distribution

payments

and

that it is not possible to prepare a

corporate

communications to you

reliable best

estimate forecast

or

as a Shareholder.

projection.

Clearing

House

Electronic

Sub-

The information may also be used

from time to time and disclosed to

Register System (CHESS) and Issuer

persons

inspecting

the

register,

Sponsorship

including bidders for your securities

The Company will apply to

in the context of takeovers,

participate in CHESS, for those

regulatory

bodies

including

the

investors who have, or wish to have,

Australian

Taxation

Office,

a sponsoring stockbroker.

Investors

authorised

securities

brokers,

print

who do not wish to participate

service providers, mail houses and

through CHESS will be issuer

the share registry.

sponsored by the Company.

You can access, correct and

Electronic sub-registers mean that

update

the

personal

information

the Company will not be issuing

that we hold about you. If you wish

5061-04/2832125_10

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CO RP O R A T E DIRECTORY

For personal use only

Directors

Kevin Barry (Non-Executive Chairman)

Adam Brimo

(Managing Director and Group CEO)

Spiro Pappas

(Non-Executive Director)

David Buckingham

(Non-Executive Director)

Professor Beverley Oliver

(Non-Executive Director)

Maya Hari

(Non-Executive Director)

Ben Shields

(Non-Executive Director)

Company Secretary

Justyn Stedwell

Registered Office

Level 2

235-239 Commonwealth Street

SURRY HILLS NSW 2010

Telephone: + 61 2 8294 9686

Email:[e-mail]:https://solutions.openlearning.com/

Auditor*

Hall Chadwick

Level 40

2 Park Street

SYDNEY NSW 2000

Share Registry*

Automic Group

Level 5

126 Phillip Street

SYDNEY NSW 2000

Telephone: [phone]

Facsimile: [phone]

Legal Advisers

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

*This entity is 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.

5061-04/2832125_10

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For personal use only

TABLE OF CONTENTS
1.	KEY OFFER INFORMATION............................................................................................	1
2.	DETAILS OF THE OFFER..................................................................................................	5
3.	PURPOSE AND EFFECT OF THE OFFER.........................................................................	12
4.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................	15
5.	RISK FACTORS ............................................................................................................	20
6.	ADDITIONAL INFORMATION ......................................................................................	32
7.	GLOSSARY..................................................................................................................	39

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