Announcement PDF PROSPECTUS BPH Global Ltd ACN 009 104 330 OFFER For the offers of: (a) up to 10,000 Shares at an issue price of $0.0015 (0.15 cents) per Share together with 1 free attaching Option for every 1 Share subscribed for to raise up to $15 (before expenses) for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares or Options issued by the Company prior to the Closing Date (Cleansing Offer); (b) up to 800,000 Convertible Notes each with a face value of $1.00 at a subscription price of $1.00 per Convertible Note to raise up to $800,000 (Convertible Note Offer), (together the Offers). CLEANSING This Prospectus has been prepared primarily for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of certain Shares issued by the Company prior to the Closing Date, including without limitation the Shares or Options issued under the Cleansing Offer. Please refer to section 4.4 of this Prospectus for further details of the Cleansing Offer. This Prospectus has also been prepared to remove any sale restrictions that may be attached to, and facilitate future secondary trading of, the underlying Shares and New Options which may be issued on conversion of the Convertible Notes pursuant to ASIC’s exemption based relief. Please refer to section 4.1 of this Prospectus for further details of the Convertible Notes offered under the Convertible Note Offer. The Offers are made to investors to be identified and invited by the Company only and may not be assigned or transferred to any other party. UNDERWRITING The Offers are not underwritten. IMPORTANT INFORMATION This Prospectus is a transaction specific prospectus for the offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been given to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may 0 13642593_1 reasonably be expected to be known to investors and professional advisors to whom potential investors may consult. This document is important and should be read in its entirety. Please read the instructions in this document and on the relevant accompanying Application Form regarding acceptance of the Offers which will be provided by the Company to invited investors. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant, lawyer or other professional adviser. The Securities offered by this Prospectus should be considered as speculative. 1 13642593_1 Contents 1. Corporate Directory 1 2. Timetable 2 3. Important Notes 3 4. Key Details of Offer 7 5. Purpose and Effect of the Offers and the Placement 15 6. Rights and Liabilities attaching to Shares and Offer Options 20 7. Risk Factors 24 8. Additional Information 30 9. Directors’ Authorisation 40 10. Definitions 41 2 13642593_1 1. Corporate Directory Directors Legal Advisors to the Company Mr Paul Stephenson, Non-Executive Chairman Mr Huanqing Gu, Non-Executive Director Mr Francesco Cannavo, Executive Director Mr Matthew Leonard, Executive Director Mr Yanhua Huang, Non-Executive Director Moray & Agnew Lawyers Level 6, 505 Little Collins Street, Melbourne VIC 3000, Australia Company Secretary Auditor* Ms Elizabeth Spooner Ms Belinda Cleminson HLB Mann Judd Assurance (NSW) Pty Ltd Level 19/207 Kent Street, Sydney NSW 2000 Registered Address Share Registry* Level 5, 126 Phillip Street, Sydney, New South Wales Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000, Australia ASX Code Lead Manager to the Placement and Convertible Note Offer* BP8 Sanlam Private Wealth Pty Ltd Level 7, 100 Collins Street Melbourne VIC 3000 *This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 1 13642593_1 2. Timetable Event Date Lodgement of Prospectus with ASIC and ASX and lodgement of Appendix 3B with ASX Thursday, 12th October 2023 Opening date of the Cleansing Offer Thursday, 12th October 2023 Issue of: Thursday, 12th October 2023 (a) Shares under the Placement; (b) Convertible Notes under the Convertible Note Offer Annual General Meeting of Company Tuesday 21st November 2023 (est.) Issue of: Thursday 23rd November 2023 (est.) (a) Options under the Placement; and (b) Lead Manger Options under the Lead Manager Options Offer. Closing date of the Offers Friday, 8th December 2023 *The above dates are indicative only and may be subject to change. The Directors reserve the right to vary these dates, including the Offer Closing Date, without prior notice but subject to any applicable requirements of the Corporations Act or the ASX Listing Rules. This may include extending the Offers or accepting late acceptances either in general or in particular cases. 2 13642593_1 3. Important Notes This Prospectus is dated Thursday, 12th October 2023. A copy of this Prospectus was lodged with ASIC on Thursday, 12th October 2023. Neither ASIC, ASX nor their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. Within seven (7) days of the date of this Prospectus, the Company will make an application to ASX for the Offer Securities offered pursuant to this Prospectus to be admitted for quotation on ASX. No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus carefully and in full and seek professional advice where necessary before deciding to subscribe for Shares in the Company. The Securities the subject of this Prospectus should be considered highly speculative. Applications for the Offer Securities and the Convertible Notes offered pursuant to this Prospectus can only be made pursuant to the relevant, original Application Form which will be provided by the Company to invited investors. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. The Prospectus is intended to be read in conjunction with information about the Company which is publicly available and has been notified to ASX. Therefore this Prospectus does not include all information generally required to be included in a document of this type. The Offers are only available to those who are personally invited to accept the Offers, respectively. Applications for the Offer Securities and Convertible Notes offered pursuant to this Prospectus can only be submitted on the relevant, original Application Form which will be provided by the Company to invited investors. 3.1 Risk Factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in the Section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus. 3.2 Forward-Looking Statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future invests and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur 3 13642593_1 and investors are cautioned not to place undue reliance on these forward-looking statements. The Company does not intend to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 7. 3.3 Defined terms and abbreviations Terms and abbreviations used in this Prospectus are defined in section 10 of this Prospectus. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated. 3.4 Enquiries Any questions concerning the Offers should be directed to the Company Secretaries, Ms Elizabeth Spooner and Ms Belinda Cleminson on +61 (2) 8072 1400. 3.5 Investment decisions The information contained in this Prospectus is not financial product advice and is not intended to be relied on as advice. The Offers contained in this Prospectus do not take into account the investment objectives, financial situation and particular needs of any Applicant. Before deciding to invest in the Company, potential investors should read the entire Prospectus and in particular the risk factors that could affect the future operations and activities of the Company and consult their professional advisers. An investment in the Securities should be considered speculative. 3.6 Disclaimer This Prospectus has been prepared by the Company. No party other than the Company has authorised or caused the issue of this Prospectus or takes responsibility for, or makes any statements, representations or undertakings in, this Prospectus. No person is authorised to give any information or to make any representations in connection with the Offers which are not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offers. No person named in this Prospectus guarantees the Company’s performance or any return on investment made pursuant to this Prospectus. Any references to information on the Company’s website are provided for convenience only. No document or other information included on the Company’s website is incorporated by reference into this Prospectus. 3.7 Publicly Available Information Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX’s website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. 3.8 Expiry Date No Securities subject of the Offers may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. 3.9 Additional Copies of Prospectus 4 13642593_1 Additional copies of this Prospectus are available at the registered office of the Company during the Offer Period. The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus. 3.10 Electronic Prospectus A copy of this Prospectus can be downloaded from the ASX website. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge during the Offer Period by contacting the Company. 3.11 Restriction on Offers No action has been taken to permit the offer of the Offer Securities or the Convertible Notes under this Prospectus in any jurisdiction other than Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. No action has been taken to register or qualify the Offer Securities or the Convertible Notes, or otherwise to permit a public offering of the Offer Securities or the Convertible Notes in any jurisdiction outside Australia and the Offers are not an offer or invitation in any jurisdiction where, or to any person whom, such an offer or invitation would be unlawful. 3.12 Terms of Securities A summary of the rights attaching to the Offer Securities offered by this Prospectus is set out in section 6. A summary of the terms and conditions attaching to the Convertible Notes is set out in section 4.1. Details of the Offers are set out in section 4 below. 3.13 Application Forms Please read the instructions in this Prospectus and on the relevant accompanying Application Form regarding the acceptance of the Offers. By returning an Application Form or lodging an Application Form with your stockbroker or otherwise arranging for payment for the Offer Securities or the Convertible Notes (as applicable) in accordance with the instructions on the relevant Application Form, you acknowledge that you have received and read this Prospectus, you have acted in accordance with the terms of the relevant offer detailed in this prospectus and you agree to all the terms and conditions as detailed in this Prospectus. Applications for Offer Securities or the Convertible Notes can only be made pursuant to the relevant Application Form provided by the Company to invited investors. The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus. The relevant Application Form provided by the Company to invited investors contains a declaration that the Applicant has personally received the complete and unaltered Prospectus prior to completing the Application Form. 3.14 Statements of Past Performance This Prospectus includes information regarding the past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance. 5 13642593_1 3.15 Privacy If you apply for Offer Securities or the Convertible Notes you will provide personal information to the Company and the Share Registry. This enables your Application to be assessed, you to be registered as the holder of Offer Securities or the Convertible Notes, to enter you in the Company’s register of members or note holders (as applicable) and to enable the Company to contact you. The Company may from time to time be required to disclose your personal information to the Australian Taxation Office, other government agencies or as required by law. The Company and the Share Registry may disclose your personal information to its agents and service providers as authorised by the Privacy Act 1988 (Cth) or for purposes required by the ASX Listing Rules or Corporations Act. You may access your personal information by contacting the Share Registry and may request corrections to such personal information. 3.16 Miscellaneous All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated. All references to time in this Prospectus relate to the time in Sydney, New South Wales. Items displayed in photographs in this prospectus are not necessarily assets owned by the Company. The inclusion of photographs supplied by persons or entities other than the Company does not constitute an endorsement or recommendation by those persons or entities of the Offer Securities or the Convertible Notes offered under this Prospectus. 6 13642593_1 4. Key Details of Offer 4.1 Capital Raising Background On Thursday, 28 September 2023, the Company announced that it was undertaking a capital raising to raise up to $1,231,250 (before costs) comprising: (a) an offer of up to 800,000 Convertible Notes to professional and sophisticated investors, each with a face value of $1.00 at a subscription price of $1.00 per Convertible Note to raise up to $800,000 (Convertible Note Offer); and (b) the placement of 287,500,000 Shares at an issue price of A$0.0015 (0.15 cents) per share and 287,500,000 free attaching New Options (on a 1 for 1 entitlement basis) to raise A$431,250 (before costs) from institutional, professional and sophisticated investors and directors (Placement). The Placement Shares will be issued as follows: (i) 200,209,467 Shares to institutional, professional and sophisticated investors and directors pursuant to the Company’s capacity to issue new Shares under ASX Listing Rule 7.1; and (ii) 87,290,533 Shares to institutional, professional and sophisticated investors pursuant to the Company’s capacity to issue new Shares under ASX Listing Rule 7.1A. Further to the Company’s announcement on Thursday, 28 September 2023 in relation to the Capital Raising, in addition to their initial commitment of A$60,0000 Directors and the Company’s Chief Financial Officer have agreed to further participate in the Placement and provide additional commitments in the aggregate amount of A$170,000. The issue of Shares and Options to the participating Directors under the Placement remains subject to the Company obtaining Shareholder approval at the November 2023 AGM for the purposes of ASX Listing Rule 10.11. As at the date of this Prospectus, the Company has received firm commitments in the amount of A$970,000 (before costs) under the Placement and the Convertible Note Offer (together the Capital Raising) from institutional, professional and sophisticated investors, Directors and the Chief Financial Officer of the Company, respectively, comprising: (a) A$368,750 from institutional, professional and sophisticated investors for 368,750 Convertible Notes under the Convertible Note Offer; (b) A$371,250 from institutional, professional and sophisticated investors for 247,500,000 Shares and attaching New Options under the Placement; and (c) A$230,000 from Directors and the Company’s Chief Financial Officer for 153,333,333 Shares and attaching New Options under the Placement, and such amount has been agreed to be offset against unpaid amounts owing and payable by the Company to those Directors and Chief Financial Officer, respectively, in the following proportions: (i) as to Francesco Cannavo, executive director, the amount of A$70,000 for 46,666,667 Shares and 46,666,667 attaching New Options; (ii) as to Paul Stephenson, non-executive chairman, the amount of A$70,000 for 46,666,667 Shares and 46,666,667 attaching New Options; (iii) as to Matthew Leonard, executive director, the amount of A$40,000 for 26,666,666 Shares and 26,666,666 New Options; and 7 13642593_1 (iv) as to Chow Yee Koh, Chief Financial Officer, the amount of A$50,000 for 33,333,333 Shares and 33,333,333 New Options. As at the date of this Prospectus, the Convertible Note Offer remains open until the Offer Closing Date (unless otherwise determined by the Board). It is intended that on or about the date of this Prospectus, the Company will issue the respective Convertible Notes, Placement Shares and attaching New Options. Convertible Note Terms The Convertible Notes under the Convertible Note Offer will be issued on the following key terms and conditions: Face Value A$1.00 per Convertible Note. Coupon 12% per annum, accrued daily and capitalised to the face value of the Convertible Notes to be paid in Shares (and attaching Options) on conversion. Term to Maturity 18 months from date of issue. Conversion Price Each Convertible Note will be convertible into shares using the following formula: No. Shares = No. Convertible Notes / Conversion Price Conversion Price means the lower of: (a) a 30% discount to the 15 day VWAP of the Shares at the date of conversion; or (b) the lowest traded price of the Shares in the 15 days preceding the date of conversion, subject to a maximum conversion price of A$0.002. The Conversion Price has no minimum floor price. Conversion Terms Subject in each case to the Company obtaining relevant shareholder approvals and complying with its disclosure requirements under the Act, Convertible Notes may be converted at the Note holder’s request at any time prior to maturity, and will mandatorily convert on maturity of the term. The Company may at any time elect to redeem the Convertible Notes and repay the face value plus accrued interest. A partial conversion election by a Note holder must in each case be for a minimum of 25% of the Convertible Notes issued to that Note holder under the Convertible Note Offer. Attaching Options The Note holders will be issued one (1) free attaching Option for each Share issued on conversion of the Convertible Notes, on a 1:1 basis (Conversion Options). The Conversion Options will expire on 11 December 2026 and can be exercised at A$0.004 into one (1) Share in the Company. 8 13642593_1 Other The above terms of the Convertible Notes shall be adjusted on a pro-rata basis in the event the Company undertakes a consolidation of its Shares. The Convertible Notes are to be subject to customary terms which are contained within a Convertible Note Deed Poll executed by the Company. The exercise of conversion rights under the Convertible Notes, and the issuance of Shares and the free attaching New Options on conversion, remain in each case subject to the Company obtaining shareholder approval to such issuances. The issuance of the attaching Options under the Placement will remain subject to the Company obtaining necessary shareholder approval at the Company’s November 2023 AGM. Use of Funds Assuming the maximum amount of $1,401,250.00 (before costs) is raised under the Capital Raising, it is intended that funds raised will be used as follows. If the Company raises less than the maximum amount under the Capital Raising, it is intended that the below allocation and use of funds raised shall be reduced proportionately: Proposed Use of Funds Estimated Cash (A$m) The Company’s China-based operations for the sales and distribution of birds’ nest products in the China market $800,000 The Company’s joint venture R&D work with Singapore-based Chemokine Yuesheng for the development of products including birds’ nest extract tablets infused with Australian honey $50,000 Suitability and feasibility studies at the Company’s Singapore R&D facility with respect to the development, manufacturing, and distribution of seaweed products in Singapore, China and Australia $50,000 Payment of unpaid amounts owing and payable to Directors and the Company’s Chief Financial Officer. $230,000 Working capital $154,667 Costs of Capital Raising $116,583 Total $1,401,250 The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis. 4.2 Lead Manager The Company has engaged Sanlam Private Wealth Pty Ltd (Lead Manager) to act as lead manager for the Capital Raising pursuant to the terms of a mandate dated 26 September 2023. In consideration for the services to be provided by the Lead Manager to the Company, the Lead Manager will receive the following fees: 9 13642593_1 (a) a capital raising success fee equal to 6% (plus GST) of the total amount raised under the Capital Raising (excluding commitments under the Placement from the Directors); (b) a one-off corporate administration and lead manager fee of $5,000 plus GST; and (c) subject to the Company obtaining shareholder approval, the issue of 60,000,000 Options exercisable at $0.004 (0.4 cents) each and expiring 11 December 2026 (Lead Manager Options). The issue of the Lead Manager Options will be subject to a pro rata adjustment if the Lead Manager raises less or more than $800,000 under the Capital Raising. No funds will be raised from the issue of the Lead Manager Options as the Lead Manager Options are being issued for nil cash consideration. The issue of the Lead Manager Options will remain subject to the Company obtaining necessary shareholder approval at the Company’s November 2023 AGM. The Lead Manager Options will be issued on the terms and conditions set out in Section 6.2. All Shares issued upon exercise of the Lead Manager Options will rank equally with the Shares on issue as at the date of this Prospectus. 4.3 The Cleansing Offer Pursuant to this Prospectus, the Company invites investors identified by the Directors to apply for up to 10,000 Shares at an issue price of $0.0015 (0.15 cents) per Share together with 1 free attaching New Option for every Share subscribed for under the offer, to raise up to $15 (before expenses) (Cleansing Offer). The Cleansing Offer will only be extended to specific parties on invitation from the Directors. Application Forms will only be provided by the Company to these parties. The issuance of the New Options under the Cleansing Offer will remain subject to the Company obtaining necessary shareholder approval at the Company’s November 2023 AGM. The Shares offered under this Prospectus will rank equally with the existing Shares on issue. A general summary of the material rights and liabilities attaching to the Shares is set out in Section 6.1 of this Prospectus. The New Options offered under this Prospectus will be issued on the terms and conditions set out in Section 6.2 of this Prospectus. The Company will apply to the ASX for the Offer Securities offered pursuant to this Prospectus to be granted Official Quotation on ASX. 4.4 Purpose of this Prospectus The purpose of this Prospectus is primarily to remove any sale restrictions that may be attached to, and facilitate future secondary trading of, the Offer Securities and any other Shares issued prior to the Closing Date in accordance with section 708A(11)(b) of the Corporations Act. This Prospectus has also been issued to provide information on the Cleansing Offer being made under this Prospectus as required by the Corporations Act. This Prospectus has also been issued to remove any sale restrictions that may be attached to, and facilitate future secondary trading of, the underlying Shares and New Options which may be issued on conversion of the Convertible Notes pursuant to ASIC’s exemption based relief. 10 13642593_1 4.5 Offer Opening Date and Offer Closing Date The Offers are open for acceptances on the Offer Opening Date and all acceptances for Offer Securities and Convertible Notes and payments must be received by the Share Registry by 5.00 p.m. AEDT on the Offer Closing Date. Subject to compliance with the ASX Listing Rules and the Corporations Act (as relevant), the Company reserves the right to close the Offers early or to extend the Offer Closing Date. The Directors may at any time decide to withdraw this Prospectus and the Offers made under this Prospectus in which case, the Company will return all Application Monies (without interest) within 28 days of giving such notice of withdrawal. 4.6 Minimum Subscription There is no minimum subscription for the Offers. 4.7 Oversubscription No oversubscription for the Offers will be accepted by the Company. 4.8 Applications Convertible Note Offer The offer for Convertible Notes will only be extended to sophisticated and professional investors identified by the Company in conjunction with the Lead Manager. Accordingly, the Convertible Note Offer will only be extended to specific parties on invitation from the Directors and the Application Form will be provided by the Company to these parties only. By completing the Convertible Note Offer Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have received personally the Convertible Note Offer Application Form together with a complete and unaltered copy of this Prospectus. Payment for the Convertible Notes subscribed for under the Convertible Note Offer must be made in full at the subscription price of $1.00 per Convertible Note. Completed Application Forms must be m