Announcement PDF CLEANSING PROSPECTUS BPH Global Ltd ACN 009 104 330 OFFER For an offer of up to 10,000 Shares at an issue price of $0.006 (0.6 cents) per Share together with 1 free attaching Option for every 1 Share subscribed for to raise up to $60 (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). 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 and the Placement. Please refer to section 4.3 of this Prospectus for further details of the Cleansing Offer. The Cleansing Offer is 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 Cleansing Offer is 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 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 Cleansing Offer 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. 0 13342995_1 Contents 1. Corporate Directory 1 2. Timetable 1 3. Important Notes 2 4. Key Details of Offer 6 5. Purpose and Effect of the Cleansing Offer 12 6. Rights and Liabilities attaching to Shares and Offer Options 14 7. Risk Factors 18 8. Additional Information 23 9. Directors’ Authorisation 34 10. Definitions 35 1 13342995_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 BP8 *This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 2. Timetable Lodgement Prospectus with ASIC and ASX Thursday, 6 July 2023 Offer Opening Date Friday, 7 July 2023 Offer Closing Date Friday, 8 September 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 Cleansing Offer or accepting late acceptances either in general or in particular cases. 1 13342995_1 3. Important Notes This Prospectus is dated Thursday, 6 July 2023. A copy of this Prospectus was lodged with ASIC on Thursday, 6 July 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 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 Cleansing Offer is only available to those who are personally invited to accept the Cleansing Offer, respectively. Applications for the Offer Securities 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 2 13342995_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 Cleansing Offer 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 Cleansing Offer 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 Cleansing Offer 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 Cleansing Offer. 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 Cleansing Offer. 3.8 Expiry Date No Securities subject of the Cleansing Offer 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 3 13342995_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 Cleansing Offer No action has been taken to permit the offer of the Offer Securities 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 otherwise to permit a public offering of the Offer Securities in any jurisdiction outside Australia and the Cleansing Offer is 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 the Offer Securities offered by this Prospectus is set out in section 6. Details of the Cleansing Offer is 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 Cleansing Offer. By returning an Application Form or lodging an Application Form with your stockbroker or otherwise arranging for payment for the Offer Securities (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 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. 3.15 Privacy 4 13342995_1 If you apply for Offer Securities 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, to enter you in the Company’s register of members 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 offered under this Prospectus. 5 13342995_1 4. Key Details of Offer 4.1 Background As set out in the Explanatory Statement to the June 2023 Notice of Extraordinary General Meeting of Members (EGM), the Company sought, and subsequently obtained shareholder approval at the EGM held 9 June 2023 to: (a) issue and allot 145,834,319 free attaching New Options to institutional, professional and sophisticated investors who participated in the Placement announced by the Company on 23 February 2023 (Placement) on a 1 for 1 entitlement with each Share subscribed for under the Placement (Investor Placement); (b) issue and allot 25,000,000 New Options to Sanlam Private Wealth Pty Ltd as part consideration for lead manager and corporate advisory services provided to the Company with respect to the Placement pursuant to the terms of the capital raising mandate as announced by the Company on 19 January 2023 (Sanlam Placement); (c) issue and allot 25,000,000 Shares and 25,000,000 free attaching New Options (on a 1 for 1 entitlement basis) to Mr Yanhua Huang, former Company director, pursuant to the terms of the convertible loan between the Company (as borrower) and Mr Huang (as lender) as announced by the Company on 23 February 2023 (Huang Placement); (d) issue and allotment of an aggregate of 25,000,000 Shares and 25,000,000 free attaching New Options (on a 1 for 1 entitlement basis) to current and former directors of the Company in lieu of cash payment of a portion of the accrued liabilities owed by the Company to each respective current or former director for unpaid director fees, consultancy fees and/or salaries (as applicable) (Director Placements). The details of the Director Placements are as follows: Name Position No. Shares No. New Options Paul Stephenson Non-executive Chairman 4,166,665 4,166,665 Matthew Leonard Executive Director 4,166,667 4,166,667 Francesco Cannavo Executive Director 4,166,667 4,166,667 Chow Yee Koh CFO (former Director) 4,166,667 4,166,667 Huanqing Gu Non-Executive Director 4,166,667 4,166,667 Paul Rosen Former Non-executive Director 4,166,667 4,166,667 TOTAL 25,000,000 25,000,000 It is intended that on or about the date of this Prospectus, the Company will complete the abovementioned placements and issue the respective Shares and New Options, in addition to the issuance of the Offer Securities under the Offer. At the EGM the Company also obtained shareholder approval to issue up to 250,000,000 new Shares to sophisticated and professional investors at a minimum price per Share equivalent to a 25% discount to VWAP for the 15 days prior to the date of issue (Future 6 13342995_1 Placement). The Company is exploring its options with respect to commencing and undertaking the Future Placement and will provide an update to ASX in due course. It is intended that funds raised under the Future Placement will be used for the development of the Company’s birds nest and dendrobium infused birds nest business activities and to secure its operations and ongoing expansion of its seaweed business in Singapore and Australia. 4.2 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 $0.006 per Share together with 1 free attaching New Option for every Share subscribed for under the offer, to raise up to $60 (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 Cleansing Offer is included for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions that may have attached to the Offer Securities issued by the Company prior to the Closing Date (including prior to the date of this Prospectus). Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if: (a) the relevant securities are in a class of securities that are quoted securities of the body; and (b) either: (c) (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and Cleansing Offer of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities. 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. 4.3 Purpose of the Cleansing Offer and this Prospectus The Company is seeking to raise only a nominal amount of $60 (before expenses) under the Cleansing Offer and accordingly, the purpose of this Prospectus is not to raise capital. The Directors intend to apply the proceeds from the Cleansing Offer to expenses of the Cleansing Offer. 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. 7 13342995_1 This Prospectus has also been issued to provide information on the Cleansing Offer being made under this Prospectus as required by the Corporations Act. 4.4 Offer Opening Date and Offer Closing Date The Cleansing Offer open for acceptances on the Offer Opening Date and all acceptances for Offer Securities 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 Cleansing Offer early or to extend the Offer Closing Date. The Directors may at any time decide to withdraw this Prospectus and the Cleansing Offer of Securities 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. 4.5 Minimum Subscription There is no minimum subscription for the Cleansing Offer. 4.6 Oversubscription No oversubscription for the Cleansing Offer will be accepted by the Company. 4.7 Applications Applications for the Offer Securities under the Cleansing Offer must only be made by investors at the direction of the Company and using the relevant Application Form accompanying this Prospectus. Payment for the Offer Securities must be made in full at the issue price of $0.006 (0.6 cents) per Share. All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “BPH Global Ltd” and crossed “Not Negotiable”. Completed Application Forms and cheques must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date. The Company reserves the right to close the Cleansing Offer early. 4.8 Underwriting The Cleansing Offer is not underwritten. 4.9 No exposure period No exposure period applies to the Options offered under this Prospectus due to the relief granted by ASIC Corporations (Exposure Period) Instrument 2016/74. 4.10 Defects in Applications If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final. 4.11 Official Quotation Application for Official Quotation of the Offer Securities issued pursuant to this Prospectus shall be made within 7 days after the date of this Prospectus. If ASX does not grant Official Quotation of the Offer Securities offered pursuant to this Prospectus before the expiry of 3 8 13342995_1 months after the date of this Prospectus, or such other period as varied by ASIC, the Company shall not issue any Offer Securities and shall repay all application monies for the Offer Securities within the period prescribed by the Corporations Act and without interest. The fact that the ASX may grant Official Quotation to the Offer Securities is not to be taken in any way as an indication of the merits of the Company or the Offer Securities now offered for subscription. 4.12 Allotment The Securities offered by this Prospectus will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. Holding statements for Securities issued pursuant to the Cleansing Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. Pending the issue of the Offer Securities under the Cleansing Offer or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. The Directors will determine the recipients of all the Offer Securities under the Cleansing Offer. The Directors reserve the right to reject any application or to allocate any Applicant fewer Offer Securities than the number applied for. Where the number of Offer Securities issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date. Interest will not be paid on moneys refunded. The Company’s decision on the number of Offer Securities to be allocated to an Applicant will be final. 4.13 CHESS The Company will participate in CHESS, the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX. This is regulated by the Listing Rules and Security Clearing House Business Rules. Under this system, the Company will not issue certificates to investors. Instead, shareholders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASX will send the broker a CHESS statement. The CHESS statement will set out the number of securities allotted to each investor under the Prospectus, give details of the investor's Holder Identification Number and give the Participant Identification Number of the sponsor. If an investor is registered on the issuer sponsored subregister, their statement will be dispatched by the Share Registry and will contain the number of securities allotted under the Prospectus and the investor's Security holder Reference Number and their Sponsor Issuer Number. A CHESS statement or Issuer Sponsored Statement will routinely be sent to investors at the end of any calendar month during which the balance of their holding changes. An investor may request a statement at any other time. However, a charge may be made for additional statements. 4.14 Foreign Selling Restrictions and Overseas Applicants This Prospectus does not, and is not intended to, constitute an offer of securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this 9 13342995_1 Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Company has not taken any action to register or qualify the Securities offered under this Prospectus, or otherwise to permit a public offering of the offered Securities, in any jurisdiction outside Australia. It is the responsibility of any Applicant that is based in a foreign jurisdiction (outside Australia) to ensure compliance with all laws of any foreign jurisdiction that are relevant and applicable to their Application. The return of a properly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of any application foreign jurisdiction laws and that all necessary approvals and consents have been obtained. 4.15 Dividend Policy The Directors may pay any interim and final dividends as, in their judgement, the financial position of the Company justifies. Subject to any rights attaching to Shares, the Directors may fix the amount, time for payment and method of payment of a dividend. However, the Company does not intend to declare and pay any dividends in the immediately foreseeable future. Investors should be aware that no guarantee is given by the Company or the Directors as to the performance of the Company or as to the timing or amount of any dividend payment. 4.16 Professional Advice The Directors recommend that potential investors, when making an informed assessment of what will be the assets and liabilities, financial position, profits and losses and prospects of the Company should read this Prospectus in its entirety. Potential investors who have any questions about investing in the Company or are in any doubt about any matter relating to the Cleansing Offer, should seek the advice of their professional advisers. 4.17 Taxation As it is not possible for the Company to provide