NASC INVESTMENT PTY LTD ACN

Transcription

1 NASC INVESTMENT PTY LTD ACN INFORMATION MEMORANDUM ISSUE OF ORDINARY SHARES Information Memorandum ( IM ) in respect of the issue of up to 500,000 Ordinary Shares by NASC Investment Pty Ltd ( NASC Investment ). This IM is dated 6 th August Contents: 1. Regulatory Information & Offer Investment Strategy 2. Key Risks 3. Accounts 4. Application form Pictures are from NASC Spirits Holding Limited website SPECULATIVE INVESTMENT Investments in NASC Investment Pty Ltd should be seen as highly speculative. There is a real chance that investors could lose all their investment. NASC INVESTMENT PTY LTD, ABN: Sole Director and Secretary: Anthony Richard Lewis, BA AIA FFin Registered Address: 7 Poate Rd, Centennial Park NSW 2021 Mail Address: PO BOX R711, ROYAL EXCHANGE NSW 1225 Tel: Fax: tonylewis010@gmail.com

2 1. REGULATORY INFORMATION. 1.1 Company Information NASC Investment Pty Ltd is an Australian Company which was first registered on 4 th August NASC Investment is a new company and has one Ordinary Share of $1.00 on issue and its sole director and sole secretary is Anthony Richard Lewis of Centennial Park NSW No prospectus is required for this issue of Ordinary Shares because the offer satisfies (A) paragraph 708 of the Corporations Act 2001 and (B) since under ASIC Regulatory Guide 56 Prospectuses a disclosure document is not required when: an offer is a personal offer, and if: offers or invitations have been made to fewer than 20 persons in the previous 12 months, and the new offer will not result in more than $2 million being raised in that 12 months; the offers are made to specified people who are presumed not to need disclosure because of their financial capacity, experience, or wholesale status; The distribution of this IM in a jurisdiction outside Australia may be unlawful in that jurisdiction. This IM does not constitute an offer to any person to who it would be unlawful. 1.2 Investment Offer NASC Investment is offering to issue up to five hundred thousand (500,000) new ordinary shares at $1.00 each. The minimum subscription is for 2,000 new ordinary shares however the directors of NASC Investment reserve the right to allot less than the minimum of 2,000 to any investor. The minimum to be raised under this IM is 30,000 shares. Subject to raising this minimum, NASC Investment will issue shares as soon as application forms and cleared funds have been received. The purpose of this offer is to allow NASC Investment to invest in shares in NASC Spirits Holding Limited ( NASC HK ), a Hong Kong company with registration number NASC HK is currently raising fresh share capital at $US0.25 per share with a minimum investment of $US25,000. The link to the NASC HK capital raising document is investor access Should this not be available online please contact NASC Investment for a copy. NASC Investment is not required to provide any reason for not accepting an application in full or for declining an application. 1.3 Investment Strategy of NASC Investment NASC Investment intends to invest all funds raised under this IM into NASC HK shares. Shareholders in NASC Investment will therefore enjoy almost all the same benefits as if they were shareholders of NASC HK. Should NASC HK pay dividends then NASC Investment will be able to pay dividends to its shareholders after it has

3 received its dividend. Should corporate actions occur in NASC HK then NASC Investment will benefit from these corporate actions. NASC HK envisages that it will create a brand of superior vodkas. Should NASC HK be successful then there is the expectation of a major player buying either NASC HK or its brands. In this case the benefits are expected to flow through to NASC Investment. Pictures are from NASC Spirits Holding Limited website 1.3 NASC Investment Operations and Costs All funds raised from this IM will be invested in NASC HK shares. NASC HK has agreed to grant the directors of NASC Investment with options on shares of NASC HK. The directors of NASC Investment will not receive directors fees. Therefore the running costs of NASC Investment will be minimal. The directors of NASC Investment will therefore have an interest in the success of NASC HK and their interests are aligned with those of the shareholders of NASC Investment. 1.4 New Australian Spirits Company Limited business New Australia Spirits Company Group (NASC) has designed from scratch world class Australian Luxury and Premium and Ultra Premium spirits brands made 100% with natural ingredients. NASC products are distilled and bottled in the heart of the famous Hunter Valley region in Australia. The mission of NASC is to utilize only the best natural ingredients for the production of luxury craft spirits. NASC has three lines of product, which includes Blue Harbour, Wild Wombat and Sliver vodka. The vodka is distilled in multiple stages to ensure purity and consistency of taste. NASC uses the purest ingredients: organic wheat sourced from the New England District organic growers, New South Wales harvested rainwater and a proprietary strain of Australian yeast that produces quality alcohol of incredible smoothness. For the Blue Harbour cream range of products and Sliver and Wild Wombat flavour range authentic flavour raw ingredients from fresh fruit and other plants and natural flavours are used. For our Blue Harbour Black we use

4 Australian black truffles. The company is structured as a Hong Kong company with operational subsidiaries in Sydney, Australia and New York, Unites States of America. This will allow the company to service the local Australian and American markets while the economic environment, the central location and excellent local workforce make Hong Kong an ideal place to expand the company to other markets. Premium, super, ultra-premium and luxury brands are growing thanks to a focus on provenance and aspirational costumers. Even in weaker economic times, when value may dictate many purchases, the company has continued to seek lesser or inexpensive ways to experience luxury and specialness. And this has created a new niche and a mass desire for premiumised products. The vodka industry experienced exponential growth rate over the last decade and although the vodka market only grew a meagre 0.3% last year, the premium-andabove vodka sales increased by 7.6% last year and the flavoured vodka rose by 5.7%. The directors of NASC believe that with distinctive Australian brands Blue Harbour, Sliver and Wild Wombat the company can take a share of the expiated build-up of the premium, ultra-premium and luxury brands in the vodka industry. Pictures are from NASC Spirits Holding Limited website 1.5 Investment Decision This IM has been prepared without taking into account the investment objectives, the financial situation or particular needs of any particular applicant. It is recommended that before making an investment decision to apply for Ordinary Shares in NASC Investment, the applicant: Consider the appropriateness of the NASC Investment ordinary shares to their situation; Consult an appropriate and licensed financial adviser; and Read the terms of the IM.

5 1.6 Taxation Each applicant should consider their taxation position in relation to investing in NASC Investment Ordinary Shares. 1.7 Privacy By an applicant applying for NASC Investment Ordinary Shares, the applicant may be providing personal information to NASC Investment. NASC Investment will collect, hold, use and disclose the applicant s personal information in order to assess your application and administer the share registry. Company and tax law requires some of the information to be collected. If the applicant does not provide the personal information required by the application form, NASC Investment may not be able to process the application or may take longer to process the application. NASC Investment or both may disclose the applicant s personal information to their service providers and agents for the purpose of administering the share registry. Under the Privacy Act, an applicant to whom the Act applies, may request access to their personal information held by (or on behalf of) NASC Investment. The applicant can request access to their personal information by contacting Tony Lewis of NASC Investment. 2. KEY RISKS No Cooling off period Once an application has been submitted to NASC Investment and application moneys paid, the application cannot be withdrawn unless NASC Investment agrees. Offer is not a regulated offer The offer of NASC Investment Ordinary Shares under this IM is not regulated under ASIC Regulatory Guide 56: Prospectus and therefore the IM is not an offer document which is a prospectus or offer information statement and is an offer document which does not (and is not required to comply with) the content requirements for prospectuses. Further, as the offer is not regulated, applicants do not have the statutory remedies provided. No secondary market for NASC Investment Ordinary Shares There is no secondary market for NASC Investment Ordinary Shares. Consequently, if a shareholder wishes to realise their shares they may contact NASC Investment to assist in this process. NASC Investment will use best endeavours to find a new buyer for existing shares but cannot provide any certainty to investors that new buyers for NASC Investment shares can be found. Since NASC Investment is registered in NSW there may be stamp duty on secondary market share transactions. Long term investment risks

6 The value of NASC Investment shares will be affected by the progress and success of the NASC HK. Currency risks since NASC HK is a Hong Kong company accounting in and issuing shares in $US. 4. ACCOUNTS (UNAUDITED) NASC Investment Pty Ltd PO Box R711 ROYAL EXCHANGE NSW 1225 Balance Sheet As of 6 th August 2014 Assets Bank - at Call $1 Investments Shares NASC HK $0 Total Assets $1 Liabilities Net Assets $1 Equity Share Capital $1.00 Total Equity $1.00 NASC Investment is a new company and at the date of this IM only one share has been issued to director Anthony Lewis All past tax returns and ASIC returns have been lodged. NASC Investment is not aware of any outstanding litigation. All statements made in this Information Memorandum are believed by the Sole Director to be true and accurate. No shares will be issued on the basis of this Information Memorandum after the expiry of thirteen months from the Date of Issue of 6 th August Signed by Anthony Richard Lewis Sole Director Date: 6 th August 2014

7 5. APPLICATION FORM ORDINARY SHARES IN NASC INVESTMENT PTY LTD ACN Name:.... <..> Address:.. Telephone: Mobile: ( )..Fax: (..).. ( )... ABN:..Tax File Number Bank Account (for payment of dividends) Name of Bank:.. BSB: _ - _ Account No: Name: Number of $1.00 each = Value $. I/We apply to NASC Investment Pty Ltd for the issue of new Ordinary Shares as described in the Information Memorandum dated 6 th August I/We confirm that that: (a) (b) (c) (d) I/we have received a copy of the Information Memorandum has been provided to me/us; I/we have had the opportunity to read and consider the contents of the Information Memorandum; I/we have had the opportunity to take and consider the advice of a licensed financial advisers or their representative; I/we are aware that and confirm to NASC Investment Pty Ltd that one or more of the following paragraphs apply to me/us: i. i/we must be either investing $500,000 or more ii. i/we must be a sophisticated investor iii. i/we must be an experienced investor; iv. i/we must be professional investor; or v. i/we have received a personal invitation to make an offer of the UDNs and have been advised if our offer is accepted it will be within the 20 issues/12 months/$2m exception. NASC Investment Pty Ltd Banking Details are: Adelaide Bank BSB: A/c For NASC Investment Pty Ltd Ref: [YOUR NAME] Signed by Applicant Signed by Applicant Date Date Applications should be sent to NASC INVESTMENT PTY LTD, PO BOX R711, ROYAL EXCHANGE NSW 1225 OR faxed to OR ed to tonylewis010@gmail.com

8 Sophisticated investor certification by an accountant under section 708(8)(c) of the Corporations Act 2001 Name and address of the qualified accountant. Telephone: Facsimile: Name of Applicant: I, the qualified accountant named above certify that the following is true and correct: 1. I am a qualified accountant ; 2. That this certificate is given at the request of the Applicant described above (Investor) in relation to securities to be subscribed for by the Investor in the NASC Investment Pty Ltd (A.C.N ) Share Placement 3. The Investor is known to me and for the purposes of paragraph 708(8)(c) of the Corporations Act 2001 the Investor has net assets of at least $2.5 million or their gross income for each of the last 2 financial years is at least $250,000 a year. Signature of Qualified Accountant Date Qualified accountant means a member of a professional body that is approved by ASIC in writing for the purposes of the definition. ASIC has indicated that for the purposes of the relevant definition Section 9 of the Corporations Law it will approve any member of: the Australian Society of Certified Practising Accountants ( ASCPA ) who is entitled to use the post nominals CPA or FCPA and is subject to and complies with the ASCPA s continuing professional development requirements; the Institute of Chartered Accountants in Australia ( ICAA ) who is entitled to use the post nominals CA, ACA or FCA and is subject to and complies with the ICAAs continuing professional education requirements; or the National Institute of Accountants ( NIA ) who is entitled to be use the post nominal MNIA or FNIA and is subject to and complies with the NIA s continuing professional education requirements.

9 Professional investor certification under section 708(11) of the Corporations Act 2001 Name and address of the *professional investor (Investor) Telephone: Facsimile: Name of Applicant: The Investor named above certifies to NASC Investment Pty Ltd that the following is true and correct: 1. The Investor is a *professional investor for the reasons set out in the Schedule. 2. This certificate is given in relation to units to be subscribed for by the Investor as professional investor in the NASC Investment Pty Ltd (A.C.N ) Share Placement. Date Company Execution Executed by the Investor by being signed by: Signature of Director Signature of Director/Company Secretary Print full name Print full name Individual Execution Signed by the Investor in the presence of: Signature of witness Signature of investor Print full name Print full name The Investor is a professional investor because it is one or more of the following: a financial services licensee; a body regulated by APRA, other than a trustee of any of the following (within the meaning of the Superannuation Industry (Supervision) Act 1993): - a superannuation fund; - an approved deposit fund; - a pooled superannuation trust; - a public sector superannuation scheme; a body registered under the Financial Corporations Act the trustee of: - a superannuation fund; or - an approved deposit fund; or - a pooled superannuation trust; or - a public sector superannuation scheme, within the meaning of the Superannuation Industry (Supervision) Act 1993 and the fund, trust or scheme has net assets of at least $10 million. controls at least $10 million (including any amount held by an associate or under a trust that the person manages). a listed entity, or a related body corporate of a listed entity. an exempt public authority. a body corporate, or an unincorporated body, that: - carries on a business of investment in financial products, interests in land or other investments; and - or those purposes, invests funds received (directly or indirectly) following an offer or invitation to the public, within the meaning of section 82 Corporations Act 2001, the terms of which provided for the funds subscribed to be invested for those purposes; a foreign entity that, if established or incorporated in Australia, would be covered by one of the preceding paragraphs. Delete whichever is not applicable NASC Investment Pty Ltd Information Memorandum 6 th August 2014 Page 9

10 Sophisticated investor certification by a financial services licensee under section 708(10) of the Corporations Act 2001 Name and address of the *financial services licensee. Telephone: _ Facsimile: Name of Applicant: The financial services licensee named above certifies that the following is true and correct: I am a *financial services licensee; This certificate is given at the request of the Applicant described above (Investor) in relation to Units to be subscribed for by the Investor in the NASC Investment Pty Ltd (A.C.N ) Share Placement; The Investor is a person known to me and for the purposes of paragraph 708(10) of the Corporations Act 2001, I am satisfied that the Investor has previous experience in investing in securities that allows the Investor to assess: I confirm: the merits of the offer; and the value of the securities; and the risks involved in accepting the offer; and their own information needs; and the adequacy of the information given by the person making the offer; and The Investor has been given before/at the time the offer was made a written statement of my reasons for being satisfied as to those matters; and The Investor signed a written acknowledgment before/or at the time when the offer is made that the financial services licensee has not given the person a disclosure document under this Part in relation to the offer. Financial Services Licensee Date Licence No. Financial Services Licensee means a person who is licensed as an Australian Financial Services Licensee pursuant to section 913B of the Corporations Act 2001 and is authorised to carry on a financial services business to deal in a financial product. Delete whichever is inapplicable. Financial Services Licensee means a person who is licensed as an Australian Financial Services Licensee pursuant to section 913B of the Corporations Act 2001 and is authorised to carry on a financial services business to deal in a financial product. Delete whichever is inapplicable. NASC Investment Pty Ltd Information Memorandum 6 th August 2014 Page 10