PROSPECTUS

important notice

The information on this page relates to an offer of securities by Dreamscape Networks Limited (ACN 612 069 842) (“the Company” or “DN8”). Before downloading, printing or viewing any of the documents on this section of this website, you must carefully read the terms set out in this notice.

Offer of Shares

The document accessible on this section of this website (“Prospectus”) contains details of an offer (“Offer”) of fully paid ordinary shares (“Shares”) in the Company.

The Prospectus is an important document that should be read in its entirety before deciding whether to participate in the Offer as set out in the Prospectus. No person is permitted to provide any information or make any representation in regard to the Offer which is not contained in the Prospectus. You should rely only on the information in the Prospectus and any supplementary or replacement document in making any decision. If after reading the Prospectus, you have questions about the Offer, you should contact your professional advisers or broker.

You can contact the Company’s share registry, Computershare (“Share Registry”) 1300 850 505 (within Australia) or +61 (0)3 9415 4000 during the offer period.

Lodgement of the Prospectus

The Prospectus is dated 3 November 2016 and was lodged with the Australian Securities and Investments Commission (“ASIC”) on that date. The Company will apply to ASX Limited (“ASX”) within seven days after the date of the Prospectus for quotation of Shares on ASX. Neither ASIC or the ASX takes any responsibility for the content of the Prospectus or for the merits of the investment to which the Prospectus relates. Capitalised words used on this section of this website have the meaning given to them in the Prospectus unless they are defined with a different meaning on this section of this website.

Applications for Shares

Applications to subscribe for Shares under the Offer may only be made using an Application Form issued with, contained in, or accompanying the Prospectus. Shares will only be issued or transferred in the basis of an Application Form. An Application Form is accessible in the following ways:

  • By viewing the Prospectus from this section of this website and then printing the Application Form attached to it; or
  • By way of a paper copy of the Application Form issued with, contained in, or accompanying a paper copy of the Prospectus. A paper copy of the Prospectus (with Application Form) and any supplementary or replacement document, can be requested and will be provided free of charge, by calling the Share Registry on 1300 850 505 or +61 (0)3 9415 4000 from 9.00am until 5.30pm (AEST) Monday to Friday during the Offer period.

You must complete your Application Form and pay your application monies in accordance with the directions in the Prospectus. You should read the Prospectus in full before submitting your Application Form.

The Corporations Act 2001(Cth) prohibits any person from passing onto another person an Application Form in relation to the Offer unless it is attached to, or accompanied by, a complete and unaltered copy of the Prospectus.

Exposure Period

In accordance with the Corporations Act, the Prospectus is subject to an exposure period of 7 days from the date of lodgement with the ASIC. This period may be extended by the ASIC for a further period of up to 7 days. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under the Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

Foreign Jurisdictions

Warning – This information does not constitute an Offer of Shares. The documents on this section of this website are only available to the residents of Australia from within Australia. None of the documents on this section of this website (including the Prospectus) constitutes an offer of securities for sale in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

In particular, the documents on this section of this website (including the Prospectus) are not an offer of securities for sale in the United States or to, or for the account or benefit of, persons in the United States (as defined in Regulation S under the United States Securities Act of 1933 (the “US Securities Act”)).

The Shares in the Offer may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the US Securities Act, and any other applicable securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities law. The Shares in the Offer have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States or any other jurisdiction other than Australia.

No action has been taken to register or qualify the documents on this section of this website, the Offer of Shares, in any jurisdiction other than Australia. The distribution of the documents on this section of this website (including the Prospectus) outside Australia is restricted by law. You should inform yourself of and observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Changes

The information on this section of this website is provided for information purposed only and subject to change without notice. Nothing contained on this section of this website or in the Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on n making an investment in Shares. The information on this section of this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

Forward Looking Statements

The Prospectus contains forward-looking statements which are identified by words such as ‘could’, ‘believes’, ‘may’, ‘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 events and actions that, as at the date of the 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, and its Directors and management.

Terms and conditions

By continuing you represent, warrant and agree that:

  • You have read, understood and will comply with the notice on this section of this website;
  • You are a resident of Australia accessing this section of this website from Australia;
  • You are not in the United States and you are not acting for the account or benefit of a person in the United States;
  • You will not make a copy of the documents in this section of this website available to, or release or distribute a copy of such documents to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (“Ineligible Persons”);
  • You are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons; and
  • You and each person on whose account you are acting acknowledge that the securities described on the following pages have not been and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction in the United States and accordingly, the securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from such registration.

By accessing the Prospectus you are taken to have confirmed that you have read and understood the notice and agree to these terms above.