Announcement PDF Share Purchase Plan Offer Booklet Felix Group Holdings Ltd ACN 159 858 509 You should read this SPP Offer Booklet in full This SPP Offer Booklet contains important information. You should read this SPP Offer Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company. If you have any questions in relation to how to participate in the SPP after reading this SPP Offer Booklet, please contact the Registry on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). This SPP Offer Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. Not for release to US wire services or distribution in the United States This SPP Offer Booklet does not constitute an offer of securities in any place outside Australia or New Zealand. In particular, this SPP Offer Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any SPP Shares (as defined below) in the United States or in any jurisdiction in which such an offer would be illegal. SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. You must not send copies of this document or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand. SPP Offer Booklet Table of contents Letter from the Chair ............................................................................................................. 3 Important information ........................................................................................................... 5 2 Key SPP information.................................................................................................. 8 2.1 2.2 3 Terms and conditions of the SPP ........................................................................... 10 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 4 Key dates for the SPP ................................................................................................... 8 Key SPP information...................................................................................................... 8 General ........................................................................................................................ 10 SPP Offer ..................................................................................................................... 11 Eligible Shareholders ................................................................................................... 11 Joint holders/Custodians ............................................................................................. 11 Applications for SPP .................................................................................................... 11 Issue Price ................................................................................................................... 12 Number of SPP Shares to be issued ........................................................................... 13 Issue ............................................................................................................................ 13 Acknowledgements...................................................................................................... 14 Scale-back ................................................................................................................... 15 Shortfall ........................................................................................................................ 16 Variation and termination ............................................................................................. 16 Additional information ............................................................................................. 16 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Responsibility for this SPP Offer Booklet .................................................................... 16 Date of this SPP Offer Booklet .................................................................................... 16 Ranking of SPP Shares ............................................................................................... 17 Allotment, quotation and trading .................................................................................. 17 Dispute resolution ........................................................................................................ 17 Continuous disclosure ................................................................................................. 17 No cooling off rights ..................................................................................................... 17 Not financial product or investment advice .................................................................. 17 Governing law .............................................................................................................. 18 5 Glossary .................................................................................................................... 18 6 Corporate Directory ................................................................................................. 20 SPP Offer Booklet Page 3 Letter from the Chair Dear fellow Shareholder, On behalf of the Directors of Felix Group Holdings Ltd (Company or Felix), I am pleased to offer you the opportunity to participate in the share purchase plan (SPP) which was announced on 4 May 2022. The SPP allows Eligible Shareholders the opportunity to each subscribe to apply for up to $30,000 worth of new, fully paid ordinary shares in the Company (subject to discretionary scale back) (SPP Shares), without incurring brokerage or other transaction costs, on the terms set out in this SPP Offer Booklet (SPP Offer). The SPP Offer is not underwritten. The SPP is part of a wider capital raising being undertaken by Felix. The intention to launch the SPP Offer was announced on 4 May 2022, at the same time as the announcement of Felix's share placement to Institutional Investors (Placement). Use of proceeds Proceeds raised from the Placement and SPP will be used for sales and marketing to accelerate conversion of new contractor opportunities in new and existing jurisdictions, platform integrations and feature development associated with its InEight partnership and working capital and offer costs. Further details are contained in the ASX Announcements dated 4 May 2022. SPP Offer Details The SPP provides you with the opportunity to increase your holding of fully paid ordinary shares in the Company at the lesser of: (a) A$0.30 per share, (representing a 2.7% discount to the volume weighted average price of Shares traded on the ASX during the five trading days up to (but not including) 4 May 2022 (being the date the SPP was announced), being $0.308); and (b) a 2% discount to the volume weighted average price of Shares traded on the ASX during the five trading days up to (but not including) the Issue Date, rounded to the nearest cent. Given the pricing is set at the lower of the two variables, the Issue Price will be no higher than $0.30. You may apply for a parcel of SPP Shares valued at $1,000, $2,000, $5,000 and thereafter in $5,000 increments, up to a maximum of $30,000 (in aggregate) (subject to discretionary scale back by the Company). Participation in the SPP is optional and open to Eligible Shareholders, being holders of fully paid ordinary shares in the Company at 7:00pm (AEST) on 3 May 2022 (Record Date) and whose address on the Register is in Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this SPP Offer Booklet. Your right to participate in the SPP is not transferable. All SPP Shares will rank equally with existing Shares in the Company. The terms and conditions of the SPP are provided in this SPP Offer Booklet. The SPP is not underwritten and aims to raise approximately $1 million. If applications for more than this amount are received, the Company may in its discretion accept oversubscriptions above this amount, subject to compliance with the ASX Listing Rules and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. The Company may also in its discretion undertake a scale back of applications for SPP Shares. Therefore, you may receive less than the parcel of SPP Shares for which you have applied. Should this happen, the balance of any Application Money that is not applied to acquire SPP Shares will be refunded to you, without interest. I urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the SPP, before you decide whether to participate. SPP Offer Booklet Page 4 The SPP opens on 10 May 2022 and is expected to close at 5.00pm (AEST) on 24 May 2022. To apply for SPP Shares, you must make a payment directly via BPAY® (New Zealand Shareholders who are unable to pay by BPAY® may pay by EFT). If you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia) or consult your financial or other professional adviser. On behalf of the Board of the Company, thank you for your ongoing support. Yours sincerely Michael Bushby Chairman Felix Group Holdings Ltd SPP Offer Booklet Page 5 Important information Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters. This SPP Offer Booklet is dated 9 May 2022. Capitalised terms used in this SPP Offer Booklet have the meaning given to them in section 5 of this SPP Offer Booklet. The offer of SPP Shares under the SPP is made in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 which grants relief from the requirement to issue a disclosure document for the SPP. This SPP Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision, nor does it contain all the information which would be required to be disclosed in a prospectus or other disclosure document prepared in accordance with the requirements of the Corporations Act. The information in this SPP Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs. This SPP Offer Booklet should be read in its entirety before you decide to participate in the SPP Offer. In particular you should consider the risk factors that could affect the performance of the Company or the value of an investment in Company. Please refer to the "Key risks" section of the Investor Presentation (lodged on the ASX Platform on 4 May 2022). This SPP Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. By paying for your SPP Shares through BPAY®1 (New Zealand Shareholders who are unable to pay by BPAY® may pay by EFT) in accordance with the instructions on the Application Form, you will be deemed to have acknowledged that you have read this SPP Offer Booklet and you have acted in accordance with and agree to the terms of the SPP Offer detailed in this SPP Offer Booklet. Jurisdictions Participation in the SPP is optional and open to Shareholders who are holders on the Record Date of Shares and whose registered address is in Australia or New Zealand. The laws of some countries prohibit or make impracticable participation in the SPP by Shareholders who are not residents in Australia or New Zealand. Accordingly, the Company has determined that it is not practical for Shareholders who are not residents in Australia or New Zealand to participate in the SPP. The SPP does not constitute an offer of Shares for sale in any jurisdiction other than Australia or New Zealand. This SPP Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. This SPP Offer Booklet, the Investor Presentation and the Application Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person holds Shares and is acting for the account or benefit of a person in the United States) or in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer. No action has been taken to register or qualify the SPP Offer or the SPP Shares, or otherwise permit the offering of the SPP Shares, in any jurisdiction other than Australia and New Zealand. Return of the personalised Application Form will be taken by the Company to constitute a representation by you that there has been no breach of any such laws. Eligible Shareholders who are nominees or custodians should see section 3.4. The distribution of this document (including in electronic format) outside Australia and New Zealand may be restricted by law. If you come into possession of this SPP Offer Booklet, you must observe such restrictions. In particular, this document or any copy of it must not be distributed in the United States. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This SPP Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This SPP Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. United States Neither this SPP Offer Booklet, the personalised Application Form accompanying it, or the Investor Presentation constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. This SPP Offer Booklet (or any part of it) may not be released to US wire services or distributed in the United States. The SPP Shares have not been, nor will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP may not be taken up by, and the SPP Shares may not be offered or sold to persons in the United States or persons that are acting for the account or benefit of persons in the United States (to the extent that such person holds shares for the account or benefit of a person in the United States). The SPP Shares to be offered and sold in the SPP Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act. Definitions, currency and time Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for SPP Shares is subject to all requisite authorities and clearances being obtained by the Company to lawfully receive your Application Monies. Defined terms used in this SPP Offer Booklet are contained in Section 5 of this SPP Offer Booklet. All references to time are to Sydney, Australia time, unless otherwise indicated. New Zealand All references to '$' are AUD unless otherwise noted. The SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in 1 ® registered to BPAY® Pty Ltd ABN 69 079137 518. SPP Offer Booklet Foreign exchange Page 6 Taxation There will be tax implications associated with participating in the SPP Offer and receiving SPP Shares. Neither the Company nor any of its officers or employees, nor its taxation and other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences. The Company recommends that you consult your professional tax adviser in connection with the SPP Offer. Privacy The Company collects information about each Applicant provided on an Applicant's personalised Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in the Company. By submitting your personalised Application Form, you will be providing personal information to the Company (directly or through its Share Registry). The Company collects, holds and will use that information to assess your Application. The Company collects your personal information to process and administer your shareholding in the Company and to provide related services to you. The Company may disclose your personal information for purposes related to your shareholding in the Company, including to its Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that the Company holds about you. To make a request for access to your personal information held by (or on behalf of) the Company, please contact the Company through its Share Registry. Governing law This SPP Offer Booklet, the SPP Offer and the contracts formed on acceptance of the Applications are governed by the law of Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Queensland, Australia. No representations No person is authorised to give any information or to make any representation in connection with the SPP Offer which is not contained in this SPP Offer Booklet. Any information or representation in connection with the SPP Offer not contained in the SPP Offer Booklet may not be relied upon as having been authorised by the Company, its related bodies corporate or any of their respective directors, officers, employees, agents, advisers or representatives. Except as required by law, and only to the extent so required, none of the Company, its related bodies corporate or any of their respective directors, officers, employees, agents, advisers or representatives, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this SPP Offer Booklet. Past performance Investors should note that any past performance information given in this SPP Offer Booklet is provided for illustrative purposes only and should not be relied upon as, and is not, an indication of the Company's future performance, including future share price performance. Future performance and forwardlooking statements This SPP Offer Booklet contains certain "forward-looking statements" that are based on management's beliefs, assumptions and expectations and on information currently available to management. Forward-looking statements can generally be identified by the use of forward-looking words such as, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "target" "outlook", "guidance" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Such forward-looking statements include statements regarding the timetable, conduct and outcome of the SPP Offer and the use of proceeds thereof, statements about the plans, objectives and strategies of the management of the Company, statements about the industry and the markets in which the Company operates and statements about the future performance of the Company's businesses. Indications of, and guidance or outlook on, future earnings or financial position or performance, future earnings and distributions are also forward-looking statements. You are strongly cautioned not to place undue reliance on forwardlooking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Any such statements, opinions and estimates in this SPP Offer Booklet speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this SPP Offer Booklet are not indications, guarantees or predictions of future performance and involve known and unknown risks and SPP Offer Booklet uncertainties and other factors, many of which are beyond the control of the Company, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forwardlooking statements may also assume the success of the Company's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond the Company's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. Refer to the "Key risks" in the Investor Presentation (lodged on the ASX Platform on 4 May 2022) for a nonexhaustive summary of certain acquisition, business, general and Offer risk factors that may affect the Company. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without imitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and capital market conditions and other risk factors set out in the Investor Presentation (lodged on the ASX Platform on 4 May 2022). Investors should consider the forwardlooking statements contained in this SPP Offer Booklet in light of those risks and disclosures. The forward-looking statements are based on information available to the Company as at the date of this SPP Offer Booklet. No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement oy any person (including the Company or any of its advisers). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forwardlooking statements in this SPP Offer Booklet will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. Except as required by law or regulation (including the Listing Rules), The Company disclaims any obligation or undertaking to update forward-looking statements in this SPP Offer Booklet to reflect any changes in expectations in relation to any forward-looking statement or change in events, circumstances or conditions on which any statement is based. Disclaimer To the maximum extent permitted by law, the Company and the Lead Manager expressly exclude and Page 7 disclaim all liability (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss, damage, expense or cost whatsoever incurred by you as a result of your participation in or failure to participate in the SPP Offer and the information in this SPP Offer Booklet being inaccurate or due to information being omitted from this SPP Offer Booklet and make no representation or warranty, express or implied, as to whether you or your related parties should participate in the SPP Offer nor do they make any representations or warranties, express or implied, as to the fairness, currency, accuracy, reliability or completeness of the information in this SPP Offer Booklet. Risks An investment in SPP Shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company, including possible delays in repayment and loss of income and principal invested. The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Shareholders should refer to the "Key risks" section of the Investor Presentation (lodged on the ASX Platform on 4 May 2022) for a summary of general and specific risk factors that may affect the Company. Trading SPP Shares To the maximum extent permitted by law, the Company, and its affiliates and related bodies corporate, and each of their respective directors, officers, partners, employees, consultants, advisers and agents will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade SPP Shares they believe will be issued to them before they receive their holding statements, SPP Offer Booklet whether on the basis of confirmation of the allocation provided by the Company or its Share Registry or otherwise, or who otherwise trade or purport to trade SPP Shares in error or which they do not hold or are not entitled to. If you are in any doubt, as to these matters you should first consult with your stockbroker, solicitor, accountant or other professional adviser. No SPP Offer entitlement trading The SPP Offer entitlement is nonrenounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred. The information in this SPP Offer Booklet remains subject to change without notice. This document has been authorised for release to ASX by the Company Board of Directors. Page 8 2 Key SPP information 2.1 Key dates for the SPP Record Date 7:00 p.m. (AEST) on 3 May 2022 Opening Date 10 May 2022 Closing Date 5:00 p.m. (AEST) on 24 May 2022 Issue Date - SPP Shares 31 May 2022 SPP Shares commence trading on the ASX 1 June 2022 *Please note, the dates set out above are indicative only and are subject to change without notice to you. Any change in the timetable does not affect any rights or obligations you have as a result of accepting the SPP. 2.2 Key SPP information You should read this section in conjunction with the terms and conditions of the SPP set out in section 3, below. What is the SPP? The SPP is an opportunity for Eligible Shareholders to each subscribe for up to $30,000 worth of SPP Shares without brokerage or other transaction costs. Eligible Shareholders may each apply for SPP Shares in parcels valued at $1,000, $2,000, $5,000 and thereafter in $5,000 increments up to maximum of $30,000 (in aggregate) (subject to discretionary scale-back). What are funds in the SPP to be used for? Felix will use the proceeds raised from the Placement and SPP for sales and marketing to accelerate conversion of new contractor opportunities in new and existing jurisdictions, platform integrations and feature development associated with its InEight partnership working capital and offer costs. Is participation in the SPP compulsory? No. Participation in the SPP is entirely voluntary. Before you decide whether to participate in the SPP, the Company recommends you seek independent financial advice from your stockbroker, accountant or other professional adviser. If you do not wish to participate in the SPP, do nothing. What is the Issue Price of the SPP Shares? SPP Shares will be offered at the lesser of: (a) A$0.30 per share, (representing a 2.7% discount to the volume weighted average price of Shares traded on the ASX during the five trading days up to (but not including) 4 May 2022 (being the date the SPP was announced), being $0.308); and (b) a 2% discount to the volume weighted average price of Shares traded on the ASX during the five trading days up to (but not including) the Issue Date, rounded to the nearest cent. You should note that the price of Shares on the ASX may rise or fall between the date of the SPP Offer, the date of your acceptance of the SPP Offer and the date the SPP Shares are allotted and issued to you under the SPP Offer. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this SPP Offer Booklet or the time of issue. However, given the pricing is set at the lower of the two variables, the Issue Price will be no higher than $0.30. Your Application is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price. SPP Offer Booklet Page 9 Who is eligible to participate in the SPP? An Eligible Shareholder, being a registered holder of Shares on the Record Date with a registered address in either Australia or New Zealand is eligible to participate in the SPP, unless such Shareholder is acting for the account or benefit of a person in the United States (in which case such Shareholder will not be eligible to participate in respect of the SPP Shares held for the account or benefit of that person in the United States). The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of Eligible Beneficiaries on the terms and conditions provided in this SPP Offer Booklet. Can my SPP