Announcement PDF OFFER DOCUMENT 2020 Share Purchase Plan Spectur Limited ACN 140 151 579 SPP Offer For an offer to each Eligible Shareholder to subscribe for up to $30,000 of New Shares at an issue price of $0.05 per New Share under the Share Purchase Plan, to raise up to $567,248 before costs, with capacity to accept oversubscriptions for up to a further 7,563,307 New Shares to raise an additional $378,165.35. Please refer to Section 2 of this Offer Document for more information in respect of the SPP Offer. Offer Period The SPP Offer opens on 20 July 2020 and closes at 5:00pm (WST) on 7 August 2020, unless extended. Approval Authorised for release by the Board of Spectur Limited. Lead Manager AFSL No. 279099 IMPORTANT NOTICE This Offer Document and the accompanying Application Form contain important information and should be read in their entirety. This Offer Document is not a prospectus or other form of disclosure document. It does not contain the same level of information. If you have any questions about the SPP Offer or this Offer Document, you should speak to your professional advisor. The Shares offered by this Offer Document should be considered as a speculative investment. Corporate Directory Directors Lead Manager Darren Cooper – Non-Executive Chairman Gerard Dyson – Managing Director Bilyana Smith – Non-Executive Director Alto Capital Ground Level, 16 Ord Street West Perth WA 6005 AFSL No. 279099 Company Secretary Telephone: Email: Suzie Foreman +61 8 9223 9888 adam@altocapital.com.au david@altocapital.com.au Registered Office Australian Legal Advisor 12 Fargo Way Welshpool, WA 6106 Blackwall Legal LLP Level 26, 140 St Georges Terrace Perth, WA 6000 Telephone: 1300 802 960 (within Australia) +61 8 9414 9059 (outside Australia) Website Share Registry* Automic Pty Ltd Level 5, 126 Phillip Street Sydney, NSW 2000 spectur.com.au ASX Codes Ordinary Shares – SP3 Options ($0.20, expiring 31/12/2020) – SP3O Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) Facsimile: +61 (02) 8583 3040 Auditor* HLB Mann Judd (WA Partnership) Level 4, 130 Stirling Street Perth WA 6000 *Included for information purposes only. These entities have not been involved in the preparation of this Offer Document. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document i Important Information Nature of document This Offer Document is issued by Spectur Limited ACN 140 151 579 (Spectur) under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. It is dated 17 July 2020 and was lodged with ASX on that date. ASX does not take any responsibility for the contents of this Offer Document or the merits of the investment to which it relates. This Offer Document has not been lodged with ASIC. This Offer Document is not a prospectus or other disclosure document. It does not contain all of the information which would be found in a prospectus or other disclosure document, or which may be required by an investor to make an informed investment decision regarding the SPP Offer or Shares. Eligible Shareholders should carefully read this Offer Document in its entirety before making a decision about the SPP Offer. Not investment or financial product advice The information in this Offer Document does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Eligible Shareholders. The potential tax effects of the SPP Offer will vary between Eligible Shareholders. Eligible Shareholders should contact their stockbroker, accountant or other professional advisor if they have any questions regarding the SPP Offer and investing in Spectur. Publicly available information This Offer Document should be read in conjunction with the public announcements made by Spectur which are available on the ASX market announcements platform using Spectur’s ASX code ‘SP3’, as well as Spectur’s website, spectur.com.au. These announcements do not contain all of the information that would be included in a prospectus, but still contain important information about Spectur. Eligible Shareholders are encouraged to have regard to such announcements before making a decision as to whether or not to participate in the SPP Offer. These announcements (and the contents of any websites on which they may be found) do not form part of this Offer Document. Spectur may release further announcements after the date of this Offer Document and throughout the Offer Period, which may be relevant to Eligible Shareholders’ consideration of the SPP Offer. Eligible Shareholders are encouraged to check whether any new announcements have been released by Spectur after the date of this Offer Document before deciding on whether or not to participate in the SPP Offer. Disclaimer of representations Spectur has not authorised any person to give any information, or to make any representation, in relation to the SPP Offer that is not contained in this Offer Document, and any such information or representation may not be relied on. Except and to the extent required by law, neither Spectur nor any other person warrants or guarantees the future performance of Spectur or any return on investment made pursuant to this Offer Document. Forward-looking statements This Offer Document contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the Offer Document Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside Spectur’s control. This may result in the actual circumstances being materially different to those anticipated. Eligible Shareholders are cautioned not to place undue reliance on any forward-looking statements. Spectur and the Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forwardlooking statements contained in this Offer Document will actually occur as and when stated. Except to the extent required by law (including the ASX Listing Rules), Spectur does not give any undertaking to update or revise any forward-looking statements after the date of the Offer Document to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. Eligible Shareholders should note that past performance (including past share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future share price performance. Application Form Applications for New Shares by Eligible Shareholders can only be made on an original Application Form, as sent with this Offer Document or downloaded from Spectur’s share registry. Jurisdictional restrictions Spectur has not taken any action to register or qualify the New Shares or the SPP Offer, or otherwise to permit a public offering of New Shares, in any jurisdiction outside Australia and New Zealand. The distribution of this Offer Document (including in electronic form) in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons outside those jurisdictions who obtain this Offer Document should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Spectur disclaims all liabilities to such persons. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document ii This Offer Document does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. By applying or paying for New Shares, an Eligible Shareholder represents and warrants that there has not been any breach of such laws. Residents of New Zealand The New Shares are only being offered under this Offer Document to Eligible Shareholders in New Zealand in reliance upon the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This Offer Document is not an investment statement or prospectus under New Zealand law and may not contain all the information that such documents are required to contain. Neither this Offer Document nor the SPP Offer has been registered, filed with or approved by any New Zealand regulatory authority. Privacy Eligible Shareholders who apply for New Shares will provide personal information to Spectur and the Share Registry. By applying for New Shares under the SPP Offer, an Eligible Shareholder will be taken to have consented to Spectur and the Share Registry collecting, holding and using the Eligible Shareholder’s personal information in order to assess their Application, process the Application, service their needs as Shareholders, provide facilities and services that the Eligible Shareholders requests, and carry out appropriate administrative functions. Corporate and taxation laws require Spectur to collect some personal information. Eligible Shareholders who do not provide the information requested may not have their Applications processed efficiently, or at all. Governing law This Offer Document and the accompanying Application Forms are governed by the laws of the State of Western Australia. Eligible Shareholders who apply for New Shares under the SPP Offer submit to the non-exclusive jurisdiction of the courts of the State of Western Australia. Meaning of terms Capitalised terms and certain other terms used in this Offer Document are defined in the Glossary in Section 4. References to “our”, “us” and “we” are references to Spectur. References to “I”, “you” and “your” are references to an Eligible Shareholder. Currency References to “$”, “A$”, “AUD”, or “dollar” are references to Australian currency, unless otherwise stated. Time References to time relate to the time in Perth, Western Australia, unless otherwise stated. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document iii Contents Page Corporate Directory ........................................................................................................................................................................... i Important Information ..................................................................................................................................................................... ii Contents..............................................................................................................................................................................................iv Key Information.................................................................................................................................................................................1 Letter to Eligible Shareholders ........................................................................................................................................................2 1. Frequently Asked Questions ...........................................................................................................................................4 2. SPP Terms ..........................................................................................................................................................................6 3. Additional Information...................................................................................................................................................14 4. Glossary .............................................................................................................................................................................18 SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document iv Key Information Indicative Timetable Event Target date Record Date (5:00pm (WST)) 8 July 2020 Announcement of Placement and intention to conduct Share Purchase Plan 9 July 2020 Settlement of Placement 16 July 2020 Lodgement of Offer Document with ASX 17 July 20202 Despatch of Offer Document and Application Forms to Eligible Shareholders, and announcement of despatch to ASX 20 July 2020 Opening Date Closing Date (5:00pm (WST)) 7 August 2020 Announcement to ASX of results of SPP Offer 11 August 2020 Issue of New Shares under SPP Offer 13 August 2020 Normal trading in New Shares to commence on ASX 14 August 2020 Note: These dates are indicative only and are subject to change. Subject to the Listing Rules, Spectur, acting in consultation with the Lead Manager, may vary these dates without notice, including whether to close the SPP Offer early, extend the SPP Offer, or accept late Applications, either generally or in particular cases, without notification. Key Offer Details Offer Detail Shareholders registered on the Record Date with an address in Australia or New Zealand Eligibility Maximum Application Eligible Shareholder by an 600,000 New Shares for $30,000 Offer Price Number of New Shares offered Cash proceeds (before costs) $0.05 per New Share 11,344,960 New Shares with capacity to accept oversubscriptions of an additional 7,563,307 (i.e. a total of 18,908,267 New Shares) Between $567,248 and $945,413.35 General Enquiries Shareholders can contact the Company Secretary on 1300 802 960 (within Australia) or +61 8 9414 9059 (outside Australia) at any time between 9:00am and 5:00pm (WST) Monday to Friday until the Closing Date. Alternatively, please consult your stockbroker, accountant or other professional advisor. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 1 Letter to Eligible Shareholders Dear Eligible Shareholder, On behalf of the Directors, I am pleased to offer you the opportunity to participate in Spectur’s Share Purchase Plan, which was previously announced on Thursday, 9 July 2020 and follows shortly after the successful Placement of Shares to Exempt Investors which raised $567,248. It is an exciting time for Spectur, our customers and shareholders. The last twelve months have laid a foundation for growth based around our new STA6 technology platform. This platform, and the expanded and expandable value that it can create for customers, brings with it additional revenue growth avenues that were previously inaccessible. As mentioned in the 9 July announcement, Spectur has growth opportunities in: • Expanding product lines (the STA6 and other new products are additional to the existing HD5 platform). • Gaining entry into major projects (the STA6 is ONVIF compliant and designed to easily integrate with 3 rd party software and sensors). • Adding sales channels via technology partners, security and system integrators (the STA6 is simultaneously able to solve more complex problems, yet simpler to install, set up and maintain, enabling sales via resellers. This provides a low overhead cost option for expanding the revenues and geographic footprint of Spectur). • Expanding and improving the range of solutions and applications for existing customers (the STA6 is an expandable platform with a growing range of internally and externally developed applications and sensors – creating more value from the same core hardware). • Improving inbound sales from enhanced marketing (a new website, enhanced digital marketing approach and updated sales collateral to support the additional value that the STA6 and accessories can create will drive increased inbound and outbound sales, customer retention and brand awareness). To realise the potential of these growth opportunities, Spectur is seeking to deploy funds raised from the Placement and SPP. We also believe that the increasingly strong associated balance sheet will improve our capacity and flexibility to execute on potential merger and acquisition opportunities that can further accelerate growth of the Company. The proceeds of the capital raising will underpin the funding required for our rapid growth and provides us with the capacity and flexibility to execute on potential merger and acquisition opportunities, should they arise, as well as allowing us to expand our global footprint. The SPP Offer provides each Eligible Shareholder the opportunity to subscribe for up to $30,000 worth of New Shares in Spectur under the Share Purchase Plan without incurring brokerage or other transaction costs. The Share Purchase Plan aims to raise approximately $567,248 as a target, with capacity to accept oversubscriptions for up to a further 7,563,307 New Shares to raise an additional $378,165.35. The SPP Offer is not underwritten. The Directors may decide to scale back Applications under the SPP Offer at their absolute discretion. The Share Purchase Plan gives you the opportunity to increase your holding of Shares in Spectur at an issue price consistent with the issue price under the Placement. The Offer Price of the New Shares under the SPP Offer is $0.05 each, which is the price at which Shares were issued to investors under the Placement. This price represents a discount of 19% to the VWAP of Shares traded over the 15 trading days prior to announcement of the Placement and the Share Purchase Plan on 9 July 2020. Participation in the Share Purchase Plan is optional and open to Eligible Shareholders, being holders of Shares at 5.00pm (WST) on Wednesday, 8 July 2020 (i.e. the Record Date) and whose address on the register of Shareholders is in Australia or New Zealand. The SPP Offer is also being extended to Eligible Shareholders who are Custodians to participate in the Share Purchase Plan on behalf of certain eligible Beneficiaries, on the terms and conditions set out in this Offer Document. You, as an Eligible Shareholder, may apply for a minimum parcel of New Shares under the SPP Offer of $1,000 (i.e. 20,000 New Shares), and thereafter in multiples of $2,500 up to a maximum of $30,000. If Spectur receives Applications SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 2 in excess of the total amount of the SPP Offer (including oversubscriptions), you will be scaled-back on a pro rata basis having regard to the number of New Shares applied for by you. Your right to participate in the Share Purchase Plan is not assignable/transferable to any third party. All New Shares issued under the Share Purchase Plan will rank equally with existing Shares on issue. The terms and conditions of the Share Purchase Plan and your personalised Application Form are provided in this Offer Document. I urge you to read these materials in their entirety and seek your own financial and taxation advice in relation to the Share Purchase Plan before you decide whether to participate. The SPP Offer opens on Monday, 20 July 2020 and will close at 5.00pm (WST) on Friday, 7 August 2020. New Shares are expected to commence trading on ASX on Friday, 14 August 2020. To apply for New Shares, you must either: • apply online at https://investor.automic.com.au/#/home and make a payment directly via BPay®, which is the fastest and easiest way to apply and is recommended by the Share Registry in light of delays to postal services caused by the COVID-19 pandemic. You do not need to return an Application Form under this option, however Spectur recommends the submission of an Application Form to corporate.actions@automicgroup.com.au, including providing an e-mail contact and bank account details, to facilitate the timely transfer of any refunds in the event of that Applications are scaled-back; or • complete and return a personalised Application Form (you may download a copy of your personalised Application Form online at https://investor.automic.com.au/#/home, together with payment via cheque or money order, so that it is received no later than the Closing Date. If you have any questions in relation to how to participate in the Share Purchase Plan, please contact the Share Registry, Automic Pty Ltd, between 8.30am to 5.00pm (AEST) Monday to Friday on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia), or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in Spectur through the Share Purchase Plan is appropriate for you, please contact your stockbroker, accountant or other professional adviser. On behalf of the Board, I thank you for your continued support of Spectur, and invite you to consider participating in the Share Purchase Plan. Yours faithfully, Darren Cooper Chairman 17 July 2020 SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 3 Frequently Asked Questions 1. Frequently Asked Questions Set out below are some frequently asked key questions about the Share Purchase Plan and the SPP Offer. The information in this table is a summary only and is subject to the SPP Terms in Section 2. What is the Share Purchase Plan? The Share Purchase Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to subscribe for up to $30,000 worth of New Shares in aggregate pursuant to offers under the Share Purchase Plan over a 12 month period, without incurring brokerage or transaction costs. The SPP Offer is made under the SPP for this purpose, though Spectur may make further offers of Shares under the Share Purchase Plan in the next 12 month period. Spectur has established the Share Purchase Plan under this Offer Document. This Offer Document and the SPP terms have been prepared in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and the ASX Class Waiver. What is the SPP Offer? The SPP Offer is an offer to Eligible Shareholders to each subscribe for up to $30,000 of New Shares at an issue price of $0.05 per New Share under the Share Purchase Plan, to raise up to $567,248 before costs. The Offer Price represents a discount of 19% to the VWAP of Shares traded over the 15 trading days prior to the announcement of the Share Purchase Plan. All New Shares issued pursuant to the SPP Offer will be issued as fully paid and will rank equally in all respects with the Existing Shares on issue. How will the funds raised under the Share Purchase Plan be applied? Funds raised under the SPP Offer will strengthen Spectur’s financial position and be applied to: • accelerating the roll-out of Spectur’s new scalable next-generation STA6 technology platform; • driving sales through expansion of channel partnerships and marketing strategy; • review potential acquisition opportunities; and • general working capital requirements. The Directors consider this particularly important to ensure that Spectur has financial resources available to navigate the uncertainty of the COVID-19 pandemic. Am I eligible to participate in the Share Purchase Plan? All Shareholders with a registered address in Australia or New Zealand and who were registered as the holder of Shares at the Record Date of 5:00pm (WST) on 8 July 2020 are Eligible Shareholders (except where a Shareholder holds Shares on behalf of another person who resides outside of Australia or New Zealand) and entitled to participate in the SPP Offer. Is participation voluntary? Yes. Participation in the SPP Offer is entirely voluntary. Can I assign my right to participate in the Share Purchase Plan? No. An Eligible Shareholder’s right to participate in the Share Purchase Plan is not renounceable and cannot be assigned to any third party. How do I apply for New Shares? To apply for New Shares under the SPP Offer, Eligible Shareholders must: • make payment by BPay® using the instructions on their personalised Application Form; • make a payment by direct transfer using the instructions on their personalised Application Form; SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 4 Frequently Asked Questions • submit a completed Application Form with the required Application Moneys by cheque or money order by post or email to the Share Registry; or • make an Application in accordance with the instructions of the Lead Manager. Due to the COVID-19 pandemic, hand delivery of Application Forms will not be accepted. All Applications must be submitted prior to the Closing Date. What do I do if I am a Custodian? Eligible Shareholders that are Custodians may choose whether or not to apply for New Shares on behalf of their Beneficiaries. To do so, a Custodian must submit a completed Custodian Certificate. Custodian Certificates can be requested from the Share Registry on +61 1300 288 664 (callers in Australia), +61 2 9698 5414 (callers outside Australia) or corporate.actions@automicgroup.com.au. A Custodian is taken to warrant that each Beneficiary for whom they submit an Application has not applied for more than $30,000 worth of New Shares across that Beneficiary’s holdings. Can I apply for the Shortfall? No. Under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, an Eligible Shareholder cannot receive more than $30,000 worth of New Shares. What are the costs of participating? There are no brokerage or transaction costs payable by Eligible Shareholders under the Share Purchase Plan. Will Applications be scaled-back? Applications may be scaled-back at the Directors’ discretion. If Spectur receives Applications in excess of the total amount of the SPP Offer, all Applications will be scaled-back on a pro rata basis having regard to the number of New Shares applied for by Applicants (or, in the case of an Application made by a Custodian, the relevant Beneficiary). If Applications are scaled-back, Applicants may receive less New Shares than the number applied for, in which case the difference will be refunded without interest. Can I withdraw my Application? No. An Application is unconditional once it is submitted and cannot be withdrawn. Where can I obtain more information? Shareholders can contact the Company Secretary on 1300 802 960 (within Australia) or +61 8 9414 9059 (outside Australia) at any time between 9:00am and 5:00pm (WST) Monday to Friday until the Closing Date. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 5 SPP Terms 2. SPP Terms Application These SPP Terms govern the Share Purchase Plan. They apply to all Applications made under the SPP Offer. Each Eligible Shareholder who submits an Application is taken to have accepted and agreed to be bound by these SPP Terms. Offer Under the SPP Offer, Spectur invites each Eligible Shareholders to subscribe for up to $30,000 of New Shares at an issue price of $0.05 per New Share under the Share Purchase Plan. An Eligible Shareholder wishing to participate in the SPP Offer must apply for a minimum of $1,000 of New Shares (i.e. 20,000 New Shares), and thereafter in parcels of $2,500 (or 50,000 New Shares). The SPP Offer is made in: • Australia under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547; and • in New Zealand under the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. Spectur relies upon the terms of the ASX Class Waiver in relation to the Offer Price and its ability to issue New Shares under the SPP Offer without obtaining Shareholder approval. Terms of New Shares All New Shares issued pursuant to the SPP Offer will be issued as fully paid and will rank equally in all respects with the Existing Shares on issue. Non-renounceable An Eligible Shareholder’s right to participate in the Share Purchase Plan is not renounceable and cannot be assigned to any third party. Eligibility The SPP Offer is made to Eligible Shareholders only. All Shareholders with a registered address in Australia or New Zealand and who were registered as the holder of Shares at the Record Date of 5:00pm (WST) on 8 July 2020 are Eligible Shareholders (except where a Shareholder holds Shares on behalf of another person who resides outside of Australia or New Zealand) and entitled to participate in the SPP Offer. The SPP Offer is not extended to Shareholders who do not meet the criteria. The Directors have determined that it is either not lawful or not practical for Shareholders in jurisdictions outside of Australia and New Zealand to participate in the Share Purchase Plan. Spectur reserves the right (in its sole discretion) to: • reject any Application Form that it believes comes from a person who is not an Eligible Shareholder; and • reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claim to be entitled to participate in the SPP Offer proves to be false, exaggerated or unsubstantiated. SPECTUR LIMITED – 2020 Share Purchase Plan Offer Document 6 SPP Terms Joint holders Shareholders who are joint holders of Shares are taken to be a single registered Shareholder for the purposes of the Security Purchase Plan and the certification in the Application Form by any joint holder is taken to have been given by all joint holders. A Shareholder who receives more than one invitation to participate in the SPP Offer (e.g. if the Shareholder holds Shares in more than one capacity) may not apply for New Shares: • with an aggregate value of more than $30,000; or • which would result in the aggregate value of the New Shares applied for (including through a Custodian (see Section 2.17)) under the Security Purchase Plan and any similar arrangement in the last 12 months being more than $30,000. Custodians An Eligible Shareholder who holds Shares as Custodian (see Section 2.17) for one or more persons on the Record Date (Beneficiaries) may apply for up to the maximum number of New Shares