Announcement PDF CLEARVUE TECHNOLOGIES LIMITED ACN 071 397 487 PROSPECTUS For the offers of: (a) up to 2,676,333 Options to participants in the Placement, on the basis of one (1) free attaching Option for every three (3) Shares subscribed for and issued under the Placement, exercisable at $0.75 each on or before the date that is two (2) years from the date of issue (Placement Options) (Placement Options Offer); and (b) up to 1,333,333 Options, on the basis of one (1) free attaching Option for every three (3) Shares issued to Eligible Shareholders under the Company’s security purchase plan (SPP), on the same terms as the Placement Options (SPP Options) (SPP Options Offer), (together, the Offers). No funds will be raised under the Offers. IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Options offered under this Prospectus should be considered as speculative. CORPORATE DIRECTORY Directors Lawyers Victor Rosenberg Non-Executive Chairman Steinepreis Paganin Lawyers and Consultants Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000 Jamie Lyford Executive Director Charles Mowrey Non-Executive Director Gerd Hoenicke Non-Executive Director Joint Company Secretaries Harry Miller Brett Tucker Share Registry* Automic Pty Ltd Level 5 191 St Georges Terrace PERTH WA 6000 Telephone: +61 1300 5288 664 ASX Code Email: hello@automic.com.au Website: www.automicgroup.com.au CPV Auditors* Registered Office Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace PERTH WA 6000 Suite 7 567 Newcastle Street WEST PERTH WA 6005 Telephone: +61 8 9220 9020 Email: hello@clearvuepv.com Website: www.clearvuepv.com * These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only. 4544-06/3385185_4 i TABLE OF CONTENTS 2. TIMETABLE AND IMPORTANT NOTES ....................................................................... 1 3. BACKGROUND TO THE OFFERS ............................................................................... 4 4. PURPOSE AND EFFECT OF THE OFFERS .................................................................... 8 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ............................................ 11 6. RISK FACTORS ....................................................................................................... 16 7. ADDITIONAL INFORMATION ................................................................................. 24 8. DIRECTORS’ AUTHORISATION ............................................................................... 32 9. DEFINITIONS .......................................................................................................... 33 4544-06/3385185_4 ii 2. TIMETABLE AND IMPORTANT NOTES 2.1 Timetable Action Date* Lodgement of this Prospectus with ASIC 5 March 2024 Opening date of the Offers 5 March 2024 Closing Date of the Offers** 19 March 2024 Issue of Options under the Offers 26 March 2024 * The above dates are indicative only and may change without prior notice. ** Applicants under the Offers should ensure that they have lodged their Application Form by this date. 2.2 Important Notes This Prospectus is dated 5 March 2024 and was lodged with the ASIC on that date. The ASIC, the 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 Options 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 the 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 Options the subject of this Prospectus should be considered highly speculative. Applications for Options offered pursuant to this Prospectus can only be submitted on an original 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. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. 2.3 Investment Advice This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Options under this Prospectus. 4544-06/3385185_4 1 2.4 Risk factors Potential investors should be aware that subscribing for Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Options and any Shares issued on the exercise of the Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Options pursuant to this Prospectus. 2.5 Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (www.clearvuepv.com). By making an application under the Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. 2.6 Taxation implications The Directors do not consider it appropriate to give Shareholders or new investors advice regarding the taxation consequences of applying for Options under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders or new investors. As a result, Shareholders should consult their professional tax adviser in connection with applying for Options under this Prospectus. 2.7 Applicants outside Australia The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus. 2.8 Disclaimer No person is authorised to give information or to make any representation in connection with the Offers described in this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers. You should rely only on information in this Prospectus. 2.9 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. 4544-06/3385185_4 2 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 our 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 our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6 of this Prospectus. 2.10 Website – Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.clearvuepv.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be resident of a Permitted Jurisdiction and must only access this Prospectus from within a Permitted Jurisdiction. 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. 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. 4544-06/3385185_4 3 3. BACKGROUND TO THE OFFERS 3.1 Placement On 1 March 2024, the Company announced that it had received firm commitments for a placement of 8,029,000 Shares at an issue price of $0.50 per Share to sophisticated, institutional and professional investors, to raise approximately $4,014,500 (Placement). The Placement includes the offer of up to 2,676,333 free-attaching Placement Options, being one (1) Placement Option for every three (3) Shares subscribed for and issued pursuant to the Placement. Fractional entitlements will be rounded down to the nearest whole number. The Shares under the Placement are expected to be issued on 11 March 2024 utilising the Company’s placement capacity pursuant to ASX Listing Rule 7.1. The Placement Options are the subject of the Placement Options Offer under this Prospectus. 3.2 SPP In addition to the Placement, the Company is undertaking the SPP to Eligible Shareholders (as detailed below). Under the SPP, Eligible Shareholders, will be entitled to apply for Shares up to the value of $30,000 at $0.50 per Share, together with one (1) free-attaching SPP Option for every three (3) Shares subscribed for and issued under the SPP. This will mean that Eligible Shareholders can participate in the capital raising on the same terms as the participants in the Placement. Further details of the Placement and the SPP are set out in the ASX announcement released on 1 March 2024. 3.3 The Offers 3.3.1 Placement Options Offer The Placement Options Offer is an offer of one (1) Placement Option for every three (3) Shares subscribed for and issued to participants in the Placement. Based on the number of Shares issued under the Placement, 2,676,333 Placement Options will be issued under the Placement Options Offer. No funds will be raised from the issue of the Placement Options. The terms and conditions of the Placement Options are set out in Section 5.1. All of the Shares issued upon exercise of the Placement Options will rank equally with the Shares on issue at the date of this Prospectus. Refer to Section 5.2 for further information regarding the rights and liabilities attaching to the Shares. No funds will be raised from the issue of Placement Options as they are free attaching to Shares issued under the Placement on a one for three basis. 3.3.2 SPP Options Offer The SPP Options Offer is an offer of one (1) SPP Option for every three (3) Shares subscribed for and issued to participants in the SPP. 4544-06/3385185_4 4 Based on the maximum number of Shares offered under the SPP, 1,333,333 Options are expected to be issued under the SPP Options Offer. The Company may, however, elect to accept oversubscriptions under the SPP, in which case a larger numebr of the SPP Options would be issued under the SPP Options Offer. No funds will be raised from the issue of the SPP Options. The terms and conditions of the SPP Options are set out in Section 5.1. All of the Shares issued upon exercise of the SPP Options will rank equally with the Shares on issue at the date of this Prospectus. Refer to Section 5.2 for further information regarding the rights and liabilities attaching to the Shares. No funds will be raised from the issue of SPP Options as they are free attaching to Shares issued under the SPP on a one for three basis. 3.4 Not underwritten The Offers are not underwritten. 3.5 Minimum subscription There is no minimum subscription for the Offers. 3.6 Applications Placement Options Offer The Placement Options Offer will only be extended to the participants who are participating in the Placement. Application Forms will only be provided to these participants on invitation by the Directors. No subscription monies are payable for the Placement Options offered pursuant to this Prospectus under the Placement Options Offer as the Options are being issued on the basis of one (1) Placement Option for every three (3) Shares subscribed for and issued under the Placement. Completed Application Forms must be returned to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date. SPP Options Offer The SPP Options Offer will only be extended to the participants who participate in the SPP. Application Forms will only be provided to these participants on invitation by the Directors. No subscription monies are payable for the Options offered pursuant to this Prospectus under the SPP Options Offer as the Options are being issued on the basis of one (1) SPP Option for every three (3) Shares subscribed for and issued under the SPP. Completed Application Forms must be returned to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm (WST) on the Closing Date. 3.7 ASX listing The Company will not apply for Official Quotation of the Options issued pursuant to this Prospectus. 4544-06/3385185_4 5 3.8 Issue Options issued pursuant to the Offers will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. Holding statements for Options issued under the Offer will be mailed in accordance with the timetable set out at the commencement of this Prospectus. 3.9 Restrictions on the distribution of the Prospectus These Offers do not, and are 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 Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Placement Options Offer is not being extended and Placement Options will not be issued to Shareholders with a registered address which is outside Australia, New Zealand or Germany. The SPP Options Offer is not being extended and SPP Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand. New Zealand This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made. There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products. Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up 4544-06/3385185_4 6 or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand. Germany This document has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the European Union. Accordingly, this document may not be made available, nor may the new Placement Options be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (Prospectus Regulation). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of new Placement Options in Germany is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation). 3.10 Enquiries Any questions concerning the Offers should be directed to Harry Miller, Joint Company Secretary on +61 8 7129 0437 or via email at harry.miller@automicgroup.com.au. 4544-06/3385185_4 7 4. PURPOSE AND EFFECT OF THE OFFERS 4.1 Purpose of the Offers The purpose of the Placement Options Offer is to make an offer of free attaching Options to participants to the Placement on a one for three basis. The purpose of the SPP Options Offer is to make an offer of free attaching Options to participants to the SPP on a one for three basis. No funds will be raised from the issue of the Options as they are being issued freeattaching to Shares issued to the participants under the Placement and the SPP. 4.2 Effect of the Offers The principal effect of the Offers will be to increase the number of Options on issue from 18,425,000 as at the date of this Prospectus to 22,434,666. 4.3 Effect of the Offers on capital structure The effect of the Offers on the Company’s capital structure is set out below. Options Number Options currently on issue1 18,425,000 Placement Options2 2,676,333 SPP Options2 1,333,333 Total Options on issue on completion of the Offer 22,434,666 Notes: 1. Comprising: (a) 1,000,000 zero exercise price options exercisable on or before 30 October 2027; (b) 2,000,000 Options exercisable at $0.50 each on or before 13 December 2026; (c) 2,000,000 Options exercisable at $1.00 each on or before 13 December 2026; (d) 2,625,000 Options exercisable at $0.30 each on or before 30 November 2024; (e) 2,500,000 Options exercisable at $0.40 each on or before 30 November 2025; (f) 3,000,000 Options exercisable at $0.50 each on or before 30 November 2026; (g) 300,000 Options exercisable at $0.1425 each on or before 11 July 2024; 2. (h) 3,000,000 Options exercisable at $0.2475 each on or before 12 July 2027; and (i) 2,000,000 Options exercisable at $0.75 each on or before 30 June 2024. The rights and liabilities attaching to the Options are summarised in Section 5.1 of this Prospectus. The Company currently has 230,014,643 Shares on issue. The Company has received firm commitments from investors to subscribe for 8,029,000 Shares under the Placement and a maximum of 4,000,000 Shares are being offered under the SPP (although the Company may elect to accept oversubscriptions under the SPP). There will be no resulting change to the number of Shares on issue by virtue of the Offers. 4544-06/3385185_4 8 4.4 Financial effect of the Offers and pro-forma balance sheet As stated above, there will be no proceeds from the Offers. The expenses of the Offer (approximately $26,500) will be met from the Company’s existing cash reserves. A total of $6,014,500 is currently expected to be raised from the Placement and the SPP. The Company’s auditor reviewed balance sheet as at 31 December 2023, and the unaudited pro forma balance sheet as at 31 December 2023, shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The pro-forma balance sheet has been prepared assuming completion of the Placement and SPP and that no Options or convertible securities are exercised prior to the closing date of the Offers. The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements. Pro-forma Effect of Capital Raising and Offers 31 December 2023 (UNAUDITED) (UNAUDITED) $ $ $ Cash and cash equivalents $1,177,571 $6,000,000 $7,177,571 Trade and other receivables $623,189 - $623,189 Other assets $263,308 - $263,308 TOTAL CURRENT ASSETS $2,064,068 $6,000,000 $8,064,068 Plant and equipment $501,851 - $501,851 Right-of-use asset $118,957 - $118,957 Intangible assets $5,607,726 - $5,607,726 Other receivables $75,685 - $75,685 TOTAL NON-CURRENT ASSETS $6,304,218 - $6,304,218 TOTAL ASSETS $8,368,286 - $14,368,286 Trade and other payables $1,170,661 - $1,170,661 Lease liabilities $91,207 - $91,207 Provisions $135,477 - $135,477 TOTAL CURRENT LIABILITIES $1,397,346 - $1,397,346 31 December 2023 (REVIEWED) CURRENT ASSETS NON-CURRENT ASSETS CURRENT LIABILITIES 4544-06/3385185_4 9 NON-CURRENT LIABILITIES Lease liabilities $18,655 - $18,655 Provisions $58,382 - $58,382 TOTAL NON-CURRENT LIABILITIES $77,037 - $77,037 TOTAL LIABILITIES $1,474,382 - $1,474,382 NET ASSETS $6,893,904 $6,000,000 $12,893,904 Share Capital $32,945,213 $6,000,000 $38,945,213 Share-based payments reserve $8,593,328 $8,593,328 Retained earnings ($34,644,637) ($34,644,637) TOTAL EQUITY $6,893,904 EQUITY 4544-06/3385185_4 $6,000,000 $12,893,904 10 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES 5.1 Terms and Conditions of Options The terms and conditions of the Options are as follows: (a) Entitlement Each Option entitles the holder to subscribe for one (1) Share upon exercise of the Option. (b) Exercise Price Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.75 (Exercise Price). (c) Expiry Date Each Option will expire at 5:00 pm (WST) on the date which is two (2) years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). (g) Timing of issue of Shares on exercise Within 5 Business Days after the Exercise Date, the Company will: (i) 4544-06/3385185_4 issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; 11 (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (j) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (k) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (l) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. 5.2 Rights and liabilities attaching to Shares The following is a summary of the more significant rights and liabilities attaching to the Shares to be issued upon the exercise of the Options offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice. 4544-06/3385185_4 12 Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. (a) General meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and v