Announcement PDF Appendix 1A ASX Listing application and agreement Rules 1.1 Cond 3, 1.7 Appendix 1A ASX Listing Application and Agreement This form is required by listing rule 1.7 to be used by an entity seeking admission to the *official list as an /ASX Listing (for classification as an ASX Debt Listing use Appendix IB and for classification as an ASX Foreign Exempt Listing use Appendix 1C). All entity's seeking admission to the +official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. The Appendix 1A and the Information Form and Checklist (ASX Listing) given to ASX become ASX's property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission of the entity and +quotation of its +securities. If it does, publication does not mean that the entity will be admitted or that its *securities will be quoted. Introduced 01/07/96 Origin; Appendix 1 Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 20/07/07, 01/01/12, 01/05/13, 02/11/15, 19/12/16 Name of entity ABN/ARBN/ARSN Spectur Limited 79 140 151 579 We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for Quotation of the following ^securities: +Main class of Securities Additional +classes of Securities to be quoted (if any) Number to be quoted 'Class 41,000,000 Fully paid ordinary shares Not applicable [Do not include 'GDIs] We agree: Our admission to the +official list and classification as an ASX Listing is in ASX's absolute discretion. ASX may admit us on any conditions it decides. """Quotation of our Securities is in ASX's absolute discretion. ASX may quote our Securities on any conditions it decides. Our removal from the Sfficial list, the suspension or ending of Quotation of our Securities, or a change in the category of our admission is in ASX's absolute discretion. ASX is entitled immediately to suspend ""quotation of our Securities or remove us from the ""official list if we break this agreement, but the absolute discretion of ASX is not limited. + See chapter 19 for defined terms 19 December 2016 Page 1 Appendix 1A ASX Listing application and agreement We warrant the following to ASX; • The issue of the ^securities to be quoted complies with the law and is not for an illegal purpose. • The +securities to be quoted comply with listing rule 2.1 and there is no reason why the ""securities should not be granted ""quotation. • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note; An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty • Section 724 and section 1016E of the Corporations Act do not apply to any applications received by us in relation to any ""securities to be quoted and that no-one has any right to return any Securities to be quoted under sections 601 MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act at the time that we request that the ""securities be quoted. • If we are a trust, we warrant that no person has the right to return the ""securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ""securities be quoted. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of the warranties in this agreement. /| We give ASX the information and documents required by this form, including the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. If any information or document is not available now, we will give it to ASX before ""quotation of the Securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (or will be) true and complete. 5. We will comply with the listing rules that are in force from time to time, even if "quotation of our "securities is deferred, suspended or subject to a trading halt. 6. The listing rules are to be interpreted: • in accordance with their spirit, intention and purpose; • by looking beyond form to substance: and • in a way that best promotes the principles on which the listing rules are based. ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord. A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules. g In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original. 10. We acknowledge that this application also operates as an application to the ""approved CS facility for approval for the entity to act as an issuer under the operating rules of the +approved CS facility and; In the case of an entity established in a jurisdiction whose laws have the effect that the entity's Securities cannot be registered or transferred under the operating rules of the ""approved CS facility, to have CDIs issued over the entity's Securities and to have those +CDIs approved for participation in the "approved CS facility. + See chapter 19 for defined terms 19 December 2016 Page 2 Appendix 1A ASX Listing application and agreement In all other cases, for the approval of the entity's ""securities under those operating rules for participation in the +approved CS facility. 11. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's Securities cannot be registered or transferred under the operating rules of the +approved CS facility: The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the Securities for which Quotation is sought. We will satisfy the technical and performance requirements of the +approved CS facility and meet any other requirements the +approved CS facility imposes in connection with the participation of our Securities in the +approved CS facility. When Securities are issued we will enter them in the Spproved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so. 12. In the case of an entity established in a jurisdiction whose laws have the effect that the entity's Securities cannot be registered or transferred under the operating rules of the Spproved CS facility: We appoint CHESS Depositary Nominees Pty Ltd (CDN) to act as the depositary nominee in respect of any +CDIs issued over the ""securities for which Quotation is sought and acknowledge the indemnity given by us to CDN as the depositary nominee, and accept the power of attorney given to us by CDN as the depositary nominee, under the operating rules of the Spproved CS facility. The ""approved CS facility is irrevocably authorised to establish and administer a subregister in respect of +CDIs over the "securities for which Quotation is sought. We will satisfy the ""technical and performance requirements of the "approved CS facility and meet any other requirements the ""approved CS facility imposes in connection with the participation of our "CDls in the "approved CS facility. When +CDIs are issued we will enter them in the ""approved CS facility's subregister holding of the applicant before the "securities they are over are quoted, if the applicant instructs us on the application form to do so. We will make sure that +CDIs are issued over Securities if the holder of quoted Securities asks for +CDIs. Dated: 20 June 2017 Executed as a deed by Spectur Limited (AON ) 140 151 579) in accordance with section 127 of ) the Corporations Act 2001 (Cth): ) Signature of Director Signature 'Secretary WtverH T>eaA KJ Full Name of Director + See chapter 19 for defined terms 19 December 2016 Full Name of Director/Secretary Page 3 Information Form and Checklist (ASX Listing) Name of entity ABN/ARBN/ARSN Spectur Limited ABN 79 140 151 579 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty. Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details1 Place of incorporation or establishment Western Australia. Date of incorporation or establishment 22 October 2009. Legislation under which incorporated or established Corporations Act 2001 (Cth). Address of registered office in place of incorporation or establishment Unit 10, 14 Merino Entrance, Cockburn Central, WA, 6164. Main business activity The sale and distribution of security surveillance products and services. Other exchanges on which the entity is listed Not applicable. Street address of principal administrative office Unit 10, 14 Merino Entrance, Cockburn Central, WA, 6164. Postal address of principal administrative office PO Box 5168, South Lake, WA, 6164. Telephone number of principal administrative office 1300 665 362. E-mail address for investor enquiries info@spectur.com.au Website URL https://www.spectur.com.au/ 1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure. ASX Listing Information Form and Checklist (19/12/16) Page 1 All entities – management details2 Full name and title of CEO/managing director Peter William Holton – Managing Director Full name and title of chairperson of directors Charles Richard Wallace Wilkins – Executive Chairman Full names of all existing directors Charles Richard Wallace Wilkins – Executive Chairman Peter William Holton – Managing Director Stephen Paul Bodeker – Non-Executive Director Andrew Mark Hagen – Non-Executive Director Full names of any persons proposed to be appointed as additional or replacement directors Not applicable Full name and title of company secretary Japheth Dela Torre – Joint Company Secretary Suzie Jayne Foreman– Joint Company Secretary All entities – ASX contact details3 Full name and title of ASX contact(s) Suzie Jayne Foreman Business address of ASX contact(s) 2/6 Merino Entrance, Cockburn Central, WA, 6164 Business phone number of ASX contact(s) 1300 802 960 Mobile phone number of ASX contact(s) 0422 004 701 Email address of ASX contact(s) suzie@athenacorporate.com.au All entities – auditor details4 Full name of auditor HLB Mann Judd (WA Partnership) All entities – registry details5 Name of securities registry Automic Pty Ltd trading as ‘Automic Registry Services’ Address of securities registry Level 2, 267 St Georges Terrace, Perth, WA, 6000 Phone number of securities registry 1300 288 664 Fax number of securities registry (02) 8583 3040 2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available. 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.10). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. ASX Listing Information Form and Checklist (19/12/16) Page 2 Email address of securities registry hello@automic.com.au Type of subregisters the entity will operate6 CHESS sub register and issuer-sponsored sub-register. Refer to Section 4.17 of the Prospectus dated 19 June 2017 at Annexure 3 to this form (Prospectus). All entities – key dates Annual balance date 30 June. Month in which annual meeting is usually held (or intended to be held)7 November Months in which dividends or distributions are usually paid (or are intended to be paid) Not applicable. Trusts – additional details Name of responsible entity Not applicable. Full names of the members of the compliance committee (if any) Not applicable. Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process Not applicable. Address of registered office in Australia (if any) Not applicable. Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed Not applicable. Is the ASX listing intended to be the entity’s primary or secondary listing Not applicable. 6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.20). 7 May not apply to some trusts. ASX Listing Information Form and Checklist (19/12/16) Page 3 Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents No Item 1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Location/Confirmation Refer to the Certificate of Registration for Spectur Limited (formerly named Uwatchit Pty Ltd), Certificate of Registration on Change of Name for Spectur Limited (formerly named Spectur Pty Ltd) and Certificate of Registration on Conversion to a Public Company for Spectur Limited, at Annexure 1 to this form. 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2)8 Refer to the Constitution of Spectur Limited (Company) at Annexure 2 to this form. 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)9 The Company’s Constitution includes the provisions of Appendix 15A. Refer to clause 5 of Schedule 1 to the Company’s Constitution at Annexure 2 to this form. 4. An electronic version and 25 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) Refer to the Prospectus at Annexure 3 to this form. Additional copies of the Prospectus have been provided to ASX. 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)? Refer to the “Important Information” Section, page ii, of the Prospectus. 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14)10 Refer to the Application and Agreement for Use of Electronic Lodgement Facility and Entity Details Facility at Annexure 4 to this form. 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. ASX Listing Information Form and Checklist (19/12/16) Page 4 No Item Location/Confirmation 7. If the entity’s corporate governance statement11 is included in its Offer Refer to the Company’s Corporate Document, the page reference where it is included. Otherwise, a copy of the Governance Statement at Annexure 5 entity’s corporate governance statement (Listing Rule 1.1 Condition 16) to this form. 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,12 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)? Not applicable. 9. If the entity will be included in the S & P / ASX 300 Index on admission to the Not applicable. official list,13 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 17)? 10. If the entity will be included in the S & P / ASX 300 Index on admission to the Not applicable. official list,14 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18) 11. If the entity’s trading policy is included in its Offer Document, the page Refer to the Company’s Securities reference where it is included. Otherwise, a copy of the entity’s trading policy Trading Policy at Annexure 6 to this (Listing Rule 1.1 Condition 19) form. 12. For each director or proposed director,15 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18)16 Richard Wilkins – Australia Peter Holton – Australia Stephen Bodeker – Australia and the United Kingdom Andrew Hagen - Australia 13. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18) Refer to the National Police History Checks (conducted by CV Check) at Annexure 7 to this form for: • Richard Wilkins • Peter Holton • Stephen Bodeker • Andrew Hagen 14. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 13 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director’s duties; or (b) any other criminal offence which at the time carried a maximum term of Refer to the United Kingdom: Criminal Record Check for Stephen Bodeker (conducted by CV Check) at Annexure 8 to this form. 11 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 12 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 13 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 15 and 16 to a director or proposed director mean a director or proposed director of the responsible entity of the trust. 16 The information referred to in items 12, 13, 14, 15 and 16 is required so that ASX can be satisfied that the director or proposed director is of good fame and character under Listing Rule 1 Condition 20. ASX Listing Information Form and Checklist (19/12/16) Page 5 No Item Location/Confirmation imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18) 15. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18) Refer to the Australian Financial Security Authority National Personal Insolvency Index searches (conducted by CV Check) at Annexure 9 to this form for: • Richard Wilkins • Peter Holton • Stephen Bodeker • Andrew Hagen 16. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 15 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18) Refer to the United Kingdom: Bankruptcy search for Stephen Bodeker (conducted by CV Check) at Annexure 10 to this form. 17. A statutory declaration from each director or proposed director confirming that: (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.18) Refer to the statutory declarations of the following at Annexure 11 to this form: • Richard Wilkins • Peter Holton • Stephen Bodeker • Andrew Hagen ASX Listing Information Form and Checklist (19/12/16) Page 6 No Item Location/Confirmation 18. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Refer to the Specimen Holding Statement for Fully Paid Ordinary Shares in the Company at Annexure 12 to this form. 19. Please either enter “Confirmed” in the column to the right to confirm that the Confirmed. entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or attach a statement explaining the circumstances and state the location of that statement 20. Payment for the initial listing fee17 Refer to the ASX receipt for payment of $10,405.99 to ASX Operations Pty Ltd on 27 June 2017, the ANZ receipt for payment of $51,694.00 to ASX Operations Pty Ltd on 20 June 2017 and the ASX receipt for payment of $5,500 to ASX Operations Pty Ltd on 10 May 2017 at Annexure 13 to this form. All entities – capital structure 21. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Refer to section 4.6 of the Prospectus. This section shows the existing and proposed capital structure of the Company, following completion of the Offers. Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. 22. For each class of securities referred to in the table mentioned in item 21, where in the Offer Document does it disclose the terms applicable to those securities? Refer to section 11 of the Prospectus. Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this