RHINOMED CLEANSING
PROSPECTUSABN 12 107 903 159 ASX Code: RNO
CLEANSING
This Prospectus has bveen prepared for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on Shares issued pursuant
to the Placement announced immediately before
lodgement of this Prospectus.
DEFINED TERMS
Certain terms and abbreviations used in this Prospectus, including Shares, have defined meanings which are explained in the Glossary in Section 6.
IMPORTANT DOCUMENT
This Prospectus provides important information about the Company. You should read the entire document. If you have any questions about the Offer Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should
consult your professional adviser.
An investment in Rhinomed securities is speculative.
IMPORTANT NOTICES GeneralThis Prospectus is dated 21 March 2017. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
No person is authorised to provide any information or make any representations about the Offer which is not contained in this Prospectus. Information or representations not contained in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Offer.
Suitability of Investment & RisksThis Prospectus provides information for investors to decide if they wish to invest in Rhinomed. Read the document in its entirety. Examine the risk factors that could affect the financial performance of Rhinomed. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Offer does not take into account any investment objectives, financial situation or needs of particular investors.
An investment in Rhinomed should be considered speculative.
Australian Residents OnlyThe Offer is available to Australian residents in each state and territory of Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law. Seek advice on and observe any restrictions. This Prospectus is not an Offer in any place where, or to any person to whom, it would not be lawful to make the Offer.
This document may not be distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been and will not be, registered under the US Securities Act 1993 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act 1993 and applicable US state securities law.
Electronic ProspectusThis Prospectus is available electronically at www.rhinomed.global.
Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.
The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
Defined TermsCertain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.
PrivacyPlease read the privacy information located in Section 15.14 of this Prospectus. By submitting an Application Form, you consent to the matters outlined in that Section.
Forward-looking statementsThis Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'hopes, 'expects', 'intends', 'aimed at' and other similar words that involve risks and uncertainties.
These statements are based on an assessment of past and 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, its Directors and management.
Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors or officers, or any person named in this Prospectus, can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.
Except to the extent required by law, 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.
The forward looking statements contained in this Prospectus 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. The key risk factors of investing in the Company are set out in Section 9 of this Prospectus.
CurrencyMonetary amounts shown in the Prospectus are expressed in Australian dollars unless otherwise stated.
Consent not sought for certain statementsUnless specifically noted in Section 15.22, statements made by, attributed to or based on statements by third parties have not been consented to for the purposes of section 729 of the Corporations Act and are included in this Prospectus by Rhinomed on the basis of ASIC Corporations (Consents to Statements) Instrument 2016/72 relief from the Corporations Act for statements used from books, journals or comparable publications.
Photographs and DiagramsPhotographs used in this Prospectus without descriptions are only for illustration. The people shown are not endorsing this Prospectus or its contents. Diagrams used in this Prospectus may not be drawn to scale. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.
THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY
CONTENTS Letter from the Chairman 6- Purpose of Prospectus, the Placement and Background Information ...7
Summary Offer Details 7
Timetable 7
Placement 7
Purpose of the Offer 8
Proposed General Meeting 9
- Investment Overview 10
- Industry Overview 29
What is Nasal Obstruction and Congestion? 29
What Conditions are Associated with Nasal Congestion? 29
- The Market 31
Market Segments and Product Categories 31
Sleep Aids 31
Obstructive Sleep Apnea 31
Sports/Active Lifestyle 32
- Regulatory Environment 32
Product Registrations 32
Clinical Trials 32
Other Clinical Trials 33
Restricted Representations in Advertising 33
- Business Overview 34
Background 34
Subsidiaries 34
Overview 34
Business Model 35
Rhinomed Technology and Products 36
How Mute and Turbine Work 37
Trials of the Technology 37
What Other Products Are in the Company's Innovation Pipeline? 39
Is There Reimbursement for the Company's Products? 41
Regulatory Status 41
Supply Chain - Production, Logistics and Distribution 41
Key Business Model Dependencies 42
Key Milestones Delivered 43
The Company's Commercialisation Strategy 43
The Company's Product Distribution Channels 44
The Company's Branding and Marketing 45
The Company's Intellectual Property 45
Who Are the Company's Competitors? 45
- Effect of the Offer 46
Proceeds of the Offer 46
Effect of the Offer on the Capital Structure on Completion of the Offer 46
Effect of the Offer on Control of the Company 47
Effect of the Offer on the Financial Position of the Company 47
Rhinomed Limited published this content on 21 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 March 2017 05:48:15 UTC.
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