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


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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.

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