Prospectus

Important Information

General

The information on this page is not part of the Prospectus.  If you agree to the conditions on this page, you will be given access to an electronic version of the Prospectus.

You must read and accept these conditions in its entirety before you attempt to access the electronic version of the Prospectus on this website, and indicate your agreement or otherwise at the bottom of this web page.

The Offer is expected to close at 5.00pm (AEST Time) on 2 June 2017.

Offer

The Offer contained in the Prospectus is an invitation for you to apply for fully paid ordinary shares (Shares) in Kelly Partners Group Holdings Limited ACN 124 908 363 (Company) at $1.00 per Share. Shares will in part be issued by the Company and in part sold by KPGH SaleCo Pty Ltd ACN 618 817 566.

The Prospectus is issued by the Company.

The Prospectus contains important information about investing in the Company and you should read it in full before applying for Shares.

Lodgement and Listing

The Prospectus is dated 16 May 2017 and was lodged with ASIC on that date. The Company has applied to the ASX for admission of the Company to the Official List and quotation of its Shares on the ASX (Listing).  Neither ASIC nor the ASX takes any responsibility for the content of the Prospectus or for the merits of the investment to which the Prospectus relates.

Expiry Date

No Share will be issued or sold on the basis of the Prospectus after the Expiry Date, being 13 months after 16 May 2017.

Note to Applicants

The information contained in the Prospectus is not financial product advice and does not take into account the investment objectives, financial situation and particular needs (including financial and tax issues) of any prospective investor.

It is important that you read the Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the performance of the Company. You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Shares. Some of the key risk factors that should be considered by prospective investors are set out in Sections 1.4 and 4 of the Prospectus. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

No person named in the Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares.

No offering where offering would be illegal

Access to the materials contained in this website (including the Prospectus) is only available to residents of Australia from within Australia. As the material provided in this website is only available to persons accessing this website from within Australia, if you are accessing this site from anywhere outside Australia, you are not permitted to download, print or view the Prospectus accessible through this web page.

Neither this website nor the documents contained in this website constitutes an offer of securities in the United States or an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, the documents on 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, as amended (the "US Securities Act")). No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. Access to this website from outside Australia may be restricted by law and persons who are accessing this website from outside Australia 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 materials contained on this website may not be distributed to, or relied upon by, any person in the United States.

The Shares to be offered under the Offer have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, in the United States unless the Shares are registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws is available.

By clicking the 'I CONFIRM' button below and accessing the documents in this website, you represent, warrant and agree that:

  1. you have read, understood and agree to the terms contained in this notice;
  2. you are a resident of Australia accessing this website from Australia;
  3. the State or Territory and postcode provided by you for your primary residence in Australia is true and accurate;
  4. you are not in the United States and you are not acting for the account or benefit of a person in the United States;
  5. you will not make a copy of the documents in 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);
  6. you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons; and
  7. 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.

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