TFG•Prospectus (17.11.15).05 update 2.compressed .pdf

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TOTAL FACE GROUP LIMITED

Replacement Prospectus
Effortless Beauty™

Total Face Group Limited
ACN 169 177 833
This is a replacement prospectus.
It replaces in its entirety the
prospectus dated and lodged with
ASIC on 2 November 2015.

An Offer of a minimum of 10,000,000 fully paid ordinary shares to a maximum of 15,000,000
fully paid ordinary shares at an Offer Price of $0.40 per Share, raising between $4,000,000
and $6,000,000, payable in full on Application.
Important information
This is an important document that should be read in its entirety. If you do not understand it,
you should consult your professional advisers.

Effortless Beauty™

Important Notice
This Prospectus
The Offer contained in this Prospectus is an invitation to apply for Shares in Total Face Group Limited
(the Company).

Replacement Prospectus
This Replacement Prospectus is dated 17 November 2015 and was lodged with the Australian
Securities and Investments Commission (ASIC) on that date. This Replacement Prospectus replaces a
prospectus dated and the lodged with ASIC on 2 November 2015 (Original Prospectus).
For the purposes of this document, this Replacement Prospectus will be referred to as either “this
Replacement Prospectus” or “this Prospectus”.
This Replacement Prospectus has been issued to provide additional disclosure in relation to the
Company’s business plan and strategy, including the Company’s acquisition and organic growth
strategy.
Applicants should read this Prospectus in its entirety before deciding to invest in the Company. In
particular, Applicants should refer to Sections 7 and 4 for financial information relating to the Company
and details of the risk factors that could affect the performance of the Company. The Offer does not
take into account the investment objectives, personal circumstances (including financial and taxation
issues) and particular needs of Applicants. Applicants should consider the prospects of the Company
in the light of their individual objectives, circumstances and needs. Applicants should seek professional
advice from a stockbroker, solicitor, accountant or other independent financial advisor before deciding
to invest in the Company. Neither the Company nor any other person guarantees the success of the
Company, the repayment of capital, the payment of dividends or the price at which the shares will
trade on ASX Limited (the ASX).
On 9 November 2015, the Company lodged an application with the ASX for admission of the Company
to the official list of the ASX and quotation of all Shares (including Shares issued under this Prospectus)
on the ASX. Neither ASIC nor the ASX takes any responsibility for the contents of this Prospectus or
the merits of the Offer contained in it.
No securities will be issued on the basis of this Prospectus later than 13 months after the date of issue
of the Original Prospectus.
No person is authorised to give any information, or to make any representation, in connection with
the Offer, other than that which is 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
or its Directors, or any other person in connection with the Offer. The Company is not liable for this
Prospectus, or in respect of the Offer, except to the extent required by law. All financial amounts
shown in this Prospectus are expressed in Australian dollars, unless otherwise stated.
Pictures and other representations are for illustrative purposes only and do not and are not taken to
represent assets that are either owned or controlled by the Company unless otherwise stated to be.

Exposure Period
The Corporations Act prohibits the Company from processing applications in the seven (7) day period
after the Original Prospectus Date. This period is known as the Exposure Period and may be extended
by ASIC by up to a further seven (7) days. The purpose of the Exposure Period is to enable this
Prospectus to be examined by market participants prior to the raising of funds. Applications received
during the Exposure Period will not be processed until after the expiry of that period. No preference
will be conferred on applications received during the Exposure Period. On 9 November 2015, ASIC
gave notice to the Company that it had extended the Exposure Period for 7 days.

–4–

Electronic Prospectus
This Prospectus is available in electronic form at www.totalfacegroup.com.au only to persons within
Australia. Persons who access this Prospectus electronically should ensure they download the entire
Prospectus, accompanied by the relevant Application Form. Any person accessing this Prospectus
electronically will be sent a paper copy of the Prospectus and Application Form by the Company free of
charge, on request, during the period of the Offer. Requests for a paper copy of this Prospectus may be
made by telephoning Computershare Investor Services Pty Limited on 1300 432 035 (within Australia)
or +61 3 9415 4637 (outside Australia).
The Corporations Act prohibits any person from passing the Application Form on to another person
unless it is attached to a complete and unaltered paper copy or electronic version of this Prospectus.
The Company reserves the right not to accept a completed Application Form if it has reason to
believe that, when the Applicant accessed the Application Form electronically, the Applicant did
not also obtain a complete electronic version of this Prospectus and any relevant supplementary
or replacement Prospectus(es), or has reason to believe that the Application Form, or any of those
documents, has been altered or tampered with in any way.

Offer for Australian Residents
This Offer is available to Australian residents located in Australia. The distribution of this Prospectus
in jurisdictions outside of Australia may be restricted by law. Persons who obtain this Prospectus in
jurisdictions outside of Australia should seek advice on and observe such restrictions. Any failure to
comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus
does not constitute an offer or an invitation in any place outside of Australia where, or to any person
whom, it would be unlawful to make such an offer or invitation.

Applications for Shares
An Application for Shares in the Company may only be made on a paper copy of the Application
Form attached to, or accompanying, this Prospectus. There is no facility for Applications to be
accepted electronically. Please refer to Section 2.7 for instructions as to how to make an Application
for Shares.

Definitions and Abbreviations
Please refer to the Glossary on page 109 for explanations of defined terms and abbreviations used in
this Prospectus.

Privacy
Persons who make Applications for Shares will provide personal information to the Company and
the Share Registry. Taxation and company law requires some personal information to be collected in
connection with Applications for Shares. If an Applicant does not provide the information requested,
the Applicant’s Application for Shares may not be able to be processed efficiently, if at all.
The Company and Share Registry collect, store and use the personal information provided by each
Applicant in order to: assess the Applicant’s Application for Shares; service the needs of the Applicant
as an investor in the Company; provide facilities and services requested by the Applicant as an investor
in the Company; and carry out relevant administration.
The Company and Share Registry may disclose an Applicant’s personal information to their agents and
service providers, for purposes related to the Applicant’s investment in the Company. The Company
and Share Registry may also disclose an Applicant’s personal information as otherwise authorised
under the Commonwealth Privacy Act.

–5–

Key Offer Statistics
Total Face Group Limited
(ACN 169 177 833)

Company
Offer Price

$0.40

Total Number of Shares on Issue prior to this Prospectus

58,088,305

Number of Shares on Offer under this Prospectus

Minimum of 10,000,000
and up to 15,000,000

Total Number of Shares at Completion of Offer 1

Minimum of 69,619,944
and up to 74,732,418

Cash proceeds from this Offer

Minimum of $4,000,000
and up to $6,000,000

Indicative market capitalisation following the Offer2
Pro Forma cash on Completion of the Offer

$27,847,978 and up
to $29,892,967
Minimum of $5,131,266
and up to $6,954,588

Enterprise Value3

Minimum of $22,716,712
and up to $22,938,379

Key Dates
17 November 2015

Replacement Prospectus Date
Offer Opens

18 November 2015 AEDST

Offer Closes

2 December 2015 AEDST

Allotment and Issue of Shares

7 December 2015

Expected Dispatch of Security holding statements

7 December 2015

Expected Commencement of ASX Trading

9 December 2015

Note: This timetable is indicative only. Total Face Group Limited reserves the right to vary the times and dates of the
Offer, including closing the Offer early or accepting late Applications, without notifying any recipient of this Prospectus or
Applicant for Shares. The decision to grant official quotation, and the date of quotation of the Shares on ASX, is subject
to the determination and at the discretion of the ASX. Investors are encouraged to submit their Applications for Shares as
soon as possible.

1 The total number of Shares on issue on Completion of the Offer includes Shares issued under this Prospectus of which it is
anticipated 29,016,930 Shares held by Existing Shareholders will be subject to escrow arrangements for a period of two years
from listing date as described further in Section 9.15.
2 Market capitalisation is determined by multiplying the number of Shares expected to be on issue immediately following
Completion of the Offer by the Offer Price. It is possible that Shares may trade above or below the Offer Price after Listing.
If Shares trade below the Offer Price after Listing, the market capitalisation may be lower.
3 Enterprise Value is calculated by subtracting Pro Forma cash on Completion of the Offer from the indicative market
capitalisation of TFG.

–6–

Replacement Prospectus Date

17 November 2015

Corporate Directory
Company

Auditor

Total Face Group Limited (TFG)
ACN 169 177 833
Level 4, 11 Bank Place,
Melbourne VIC 3000

Pitcher Partners
Level 19, 15 William Street
Melbourne VIC 3000

(T) +61 3 8547 3600
(E) info@totalfacegroup.com.au

Directors
Paul Fielding – Executive Chairman
Joanne Hannah – CEO and Executive Director
John Conidi – Non-Executive Director
Dr. Vilma Di Maria – Non-Executive Director

Company Secretary
Liza Juegan

Lawyers to the Company
Anzarut & Partners
Level 13, 41 Exhibition Street
Melbourne VIC 3000

Investigating Accountants
Pitcher Partners Corporate Pty Ltd.
Level 19, 15 William Street
Melbourne VIC 3000
If you have any questions about how to apply
for Shares, please call your stockbroker. If you
have any questions about whether to invest in
Total Face Group you should seek professional
advice from your accountant, financial adviser,
stockbroker, lawyer or other professional adviser
before deciding whether to invest. For any other
questions concerning the details of the Offer,
please contact the Share Registry on 1300 432
035 (toll free within Australia) +61 3 9415 4637
(outside of Australia) between 9.00 am and
5.00 pm (AEDST), Monday to Friday.

Share Registry
Computershare Investor Services Pty Limited
452 Johnston Street
Abbotsford VIC 3067
(T) 1300 432 035 (within Australia)
(T) +61 3 9415 4637 (outside Australia)

–7–

CHAIRMAN’S LETTER
17 November 2015

Dear Investor,
On behalf of the Board of Directors, it is my pleasure to present this Prospectus outlining the
opportunity to become a shareholder of Total Face Group Limited (TFG).
TFG was incorporated in April 2014 with the goal to be the most respected, influential, safe
and successful organisation within the Australian medical aesthetic market. TFG is a nonsurgical medical aesthetics services company providing anti-ageing and body sculpting
treatments.
By the end of July 2014, TFG had acquired three existing Melbourne based clinics and in
January 2015 acquired two further existing Melbourne based clinics. In October 2015, TFG
opened its first Greenfield clinic giving TFG six clinics across Melbourne. With the recent
completion of the Sydney based Heber Davis acquisition, TFG now operates seven clinics
across Melbourne and Sydney and discussions continue on the acquisition of two further
Sydney based clinics.
Anti-ageing and body sculpting treatments have become an increasingly important part
of the desire of many people to maintain a youthful, healthy appearance. The Australian
cosmetic surgery industry, of which non-invasive procedures is a subset representing 41.9%,
currently produces approximately $1 billion of total revenue annually, according to a leading
researcher.
Two things will set TFG apart from others in the sector: a highly experienced leadership team
supported by an equally impressive clinical team, and the unmatched service experience,
from the products we use to the quality of our clinics.
While the Company has only operated as a single entity for a limited period of time, I am
confident our clinic network will continue to expand in other parts of Australia as we, through
this offer, become the first ASX-listed company in the non-surgical medical aesthetics
services industry.
TFG is offering up to 15,000,000 Shares at $0.40 under this Prospectus. The funds raised
under the Offer will be used as detailed in this Prospectus, including to fund further clinic
acquisitions and to fund organic growth of TFG.
Please read this Prospectus carefully including the Risk Factors set out in Section 4 before
making your investment decision.
On behalf of the Board of Directors, I look forward to welcoming you as a shareholder of
Total Face Group Limited.

Yours sincerely,

Paul Fielding
Chairman

–8–

THIS PAGE IS INTENTIONALLY BLANK.

–9–


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