Prospectus 2021

Prospectus 2021 document
Letter to Eligible Shareholders

IMPORTANT NOTICE

Before downloading, printing or viewing any of the documents on this section of the website, you must carefully read the terms set out in this notice.

PROSPECTUS

The Prospectus is dated 18 March, 2021 and was lodged with ASIC on that date (Prospectus). The Prospectus is an important document that should be read in its entirety before deciding whether to invest in the Company. If after reading the Prospectus you have questions about the offer under this Prospectus, you should contact your stockbroker, accountant or other professional adviser.

THE OFFER

The Company is making a pro rata non-renounceable entitlement issue comprised of fully paid ordinary shares in the capital of the Company (New Shares) on the basis of one (1) New Share for every seventeen (17) existing Shares held by those Shareholders registered at the Record Date, at an issue price of $0.05 per New Share (Offer).

The purpose of the Offer and the intended use of funds raised are set out in Section 3. New Shares under the Offer will be offered at $0.05 per New Share.

Based on the capital structure of the Company as at the date of this Prospectus (and assuming no existing Options are exercised, or Performance Rights converted prior to the Record Date), a maximum of 45,581,417 New Shares may be issued under the Offer to raise approximately $2,279,071 (before costs).

The New Shares offered pursuant to this Prospectus will rank equally with existing Shares on issue. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to Shares. As at the date of this Prospectus, the Company has 20,375,000 unlisted Options on issue. Option holders who validly exercise their Options after the date of this Prospectus but prior to the Record Date will be entitled to participate in the Offer. Please refer to Section 3.5 for information on the exercise price, expiry date and escrow restrictions of the unlisted Options on issue.

As at the date of this Prospectus, the Company has 131,250,000 Performance Rights on issue. The vesting conditions would need to be satisfied prior to the Record Date in order for them to be converted into Shares to participate in the Offer. Please refer to Section 3.5 for information on the vesting conditions of the Performance Rights on issue. The number of New Shares to which you are entitled as an Eligible Shareholder is shown on the accompanying personalised Entitlement and Acceptance Form.

IMPORTANT INFORMATION

ENERAL This Prospectus is dated 18 March 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus.

This Prospectus expires 13 months from the date it was lodged with ASIC. No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the Shares the subject of this Prospectus.

In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering.

This document is important and it should be read in its entirety. The Shares to be issued pursuant to this Prospectus should be viewed as a speculative investment and Eligible Shareholders should refer to the Section 2 for details of certain risk factors which are considered to be relevant for the purposes of the Offer. Eligible Shareholders should consult their stockbroker, solicitor, accountant or other professional adviser if necessary.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company’s website at ecsbotanics.com.au. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. Any Shareholder may obtain a hard copy of this Prospectus by contacting the Company.

A number of terms and abbreviations used in this Prospectus have defined meanings set out in Section 7.

OVERSEAS SHAREHOLDERS

New Shares will not be issued pursuant to this Prospectus to Shareholders with a registered address which is outside Australia, New Zealand or the People’s Republic of China (PRC). This is because the Company has determined that it would be unreasonable to make the Offer under this Prospectus to such Shareholders having regard to the number of Shareholders in the places where the Offer would be made, the number and value of the New Shares that would be offered and the costs of complying with the legal requirements of those places. The distribution of this Prospectus in jurisdictions outside of Australia, New Zealand or the PRC may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the applicable securities law.

This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer or issue. This Prospectus has not been, nor will it be lodged, filed or registered with any regulatory authority under the securities laws of any other country.

CAPITAL RAISING FEES

The Company has entered into a mandate (Joint Lead Manager Mandate) with Xcel Capital Pty Ltd and Sanlam Private Wealth Pty Ltd to act as joint lead managers to the Offer (Joint Lead Managers). Refer to Section 1.8 for details regarding the Joint Lead Manager Mandate and the fees payable by the Company to the Joint Lead Managers.

 RISK FACTORS

Refer to Section 2 for details of the risks associated with an investment in the Company. As with any securities investment, there are risks associated with investing in the Company. Investors should be aware that an investment in the Company involves risks that may be greater than risks associated with an investment in some other companies. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited.

Risks of investing in the Company’s existing assets and general risks are set out in Section 2 of this Prospectus.

Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for Securities offered for subscription under this Prospectus. Investors should consider the risk factors described in Section 2, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for New Shares.

ACKNOWLEDGEMENT

The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By accessing the Prospectus via this website, you agree to all of the above.