ServTech Global Holdings Ltd ACN 614 814 041 PROSPECTUS

170 Pages·2017·3.53 MB·English

by  Bellanhouse Legal

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ServTech Global Holdings Ltd

e ACN 614 814 041

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u PROSPECTUS

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a For an offer of 30,000,000 Shares at an issue price of $0.20 each to raise $6,000,000
(before costs) (Public Offer). The Public Offer is subject to a Minimum Subscription
requirement to raise $6,000,000.
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This Prospectus also contains an offer of up to 2,500,000 Options to the Joint Lead
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Manager, 1861 Capital (or its nominee/s) in consideration for capital raising services
provided to the Company (Option Offer).
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(Together, the Offers).
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It is proposed that the Offers will close at 5.00pm (WST) on 15 February 2016. The Directors
reserve the right to close the Offers earlier or to extend this date without notice. Applications
p must be received before that time.
This is an important document and requires your immediate attention. It should be read in its

entirety. Please consult your professional adviser(s) if you have any questions about this
r document.
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Investment in the Securities offered pursuant to this Prospectus should be regarded as highly
speculative in nature, and investors should be aware that they may lose some or all of their
F investment. Refer to Section 9 for a summary of the key risks associated with an investment in
the Securities.

Joint Lead Managers to the Public Offer
TABLE OF CONTENTS

Section Page No.

Important Information .......................................................................... ii
y Corporate Directory ............................................................................ iv
Letter from the Chairman ...................................................................... v
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Key Offer Details ................................................................................ vii
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Indicative Timetable ........................................................................... viii
Investment Overview ........................................................................... ix
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1. Details of Offers ........................................................................ 1
s 2. Company Overview .................................................................... 11
u 3. Business Overview ..................................................................... 18
4. Business Verticals ..................................................................... 24

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5. Real Estate Market Overview ........................................................ 42
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6. Intellectual Property Expert's Report ............................................. 53
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7. Board, Management and Corporate Governance ................................ 63
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8. Investigating Accountant's Report .................................................. 74
s 9. Risk Factors ............................................................................. 98
r 10. Material Contracts ................................................................... 107
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11. Additional information ............................................................. 120
p 12. Authorisation ......................................................................... 139
13. Glossary of Terms ................................................................... 140

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SERVTECH PROSPECTUS

IMPORTANT INFORMATION

Prospectus
No document or information included on the Company's
y This Prospectus is dated, and was lodged with ASIC on, website is incorporated by reference into this Prospectus.
20 December 2016. Neither ASIC nor ASX (or their respective
Offers outside Australia
officers) take any responsibility for the contents of this
l Prospectus or the merits of the investment to which this No action has been taken to register or qualify the Securities
n Prospectus relates. The expiry date of this Prospectus is the subject of this Prospectus, or the Offers, or otherwise
5.00pm WST on that date which is 13 months after the date to permit the public offering of the Securities, in any
this Prospectus was lodged with ASIC. No Securities will be jurisdiction outside Australia. The distribution of this
o issued on the basis of this Prospectus after that expiry date. Prospectus in jurisdictions outside of Australia may be
restricted by law and persons who come into possession of
Application will be made to ASX within 7 days of the date of
this Prospectus outside of Australia should seek advice on
this Prospectus for Official Quotation of the Shares the
and observe any such restrictions. Any failure to comply
subject of the Public Offer.
with such restrictions may constitute a violation of
e No person is authorised to give any information or to make applicable securities laws. This Prospectus does not
any representation in connection with the Offers, other constitute an offer of Securities in any jurisdiction where,
than as is contained in this Prospectus. Any information or or to any person to whom, it would be unlawful to issue this
s representation not contained in this Prospectus should not Prospectus.
be relied on as having been made or authorised by the
See Section 1.12 for further information on Hong Kong and
Company or the Directors in connection with the Offers.
the Philippines.
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It is important that you read this Prospectus in its entirety
Speculative Investment
and seek professional advice where necessary. The
Securities the subject of this Prospectus should be The Securities offered pursuant to this Prospectus should be
considered highly speculative. considered highly speculative. There is no guarantee that
l Exposure Period the Securities offered pursuant to this Prospectus will make
a return on the capital invested, that dividends will be paid
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This Prospectus will be circulated during the Exposure on the Securities or that there will be an increase in the
Period. The purpose of the Exposure Period is to enable this value of the Securities in the future.
Prospectus to be examined by market participants prior to
n Prospective investors should carefully consider whether the
the raising of funds. You should be aware that this
Securities offered pursuant to this Prospectus are an
examination may result in the identification of deficiencies
appropriate investment for them in light of their personal
in this Prospectus. In such circumstances, any Application
o that has been received may need to be dealt with in circumstances, including their financial and taxation
position. Refer to Section 9 for details relating to the key
accordance with section 724 of the Corporations Act.
risks applicable to an investment in the Securities.
Applications under this Prospectus will not be processed by
s the Company until after the Exposure Period. No preference Using this Prospectus
will be conferred upon Applications received during the
Exposure Period. Persons wishing to subscribe for Securities offered by this
r Prospectus should read this Prospectus in its entirety in
Electronic Prospectus and Application Forms order to make an informed assessment of the assets and
e liabilities, financial position and performance, profits and
This Prospectus will generally be made available in
losses, and prospects of the Company and the rights and
electronic form by being posted on the Company's website
liabilities attaching to the Securities offered pursuant to
at www.servtechglobal.com.au. Persons having received a
p copy of this Prospectus in its electronic form may obtain an this Prospectus. If persons considering subscribing for
Securities offered pursuant to this Prospectus have any
additional paper copy of this Prospectus and the relevant
questions, they should consult their stockbroker, solicitor,
Application Form (free of charge) from the Company's
accountant or other professional adviser for advice.
registered office prior to the Closing Date by contacting the
Company as detailed in the Corporate Directory. The Offers Forward-Looking Statements
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constituted by this Prospectus in electronic form are only
available to persons receiving an electronic version of this This Prospectus contains forward-looking statements which
o Prospectus and relevant Application Form within Australia. are identified by words such as "believes", "estimates",
"expects", "targets", "intends", "may", "will", "would",
Applications will only be accepted on the relevant "could", or "should" and other similar words that involve risks
F Application Form attached to, or accompanying, this and uncertainties.
Prospectus or in its paper copy form as downloaded in its
entirety from www.servtechglobal.com.au. The These statements are based on an assessment of present
Corporations Act prohibits any person from passing on to economic and operating conditions, and on a number of
another person the Application Form unless it is assumptions regarding future events and actions that, as at
accompanied by or attached to a complete and unaltered the date of this Prospectus, are expected to take place.
copy of this Prospectus.
Such forward-looking statements are not guarantees of
Prospective investors wishing to subscribe for Securities future performance and involve known and unknown risks,
under the Offers should complete the relevant Application uncertainties, assumptions and other important factors,
Form. If you do not provide the information required on the many of which are beyond the control of the Company, the
Application Form, the Company may not be able to accept Directors and management of the Company. Key risk factors
or process your Application. associated with an investment in the Company are detailed
in Section 9. These and other factors could cause actual
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SERVTECH PROSPECTUS

results to differ materially from those expressed in any
forward-looking statements.
The Company has no intention to update or revise forward-
looking statements, or to publish prospective financial
information in the future, regardless of whether new
y information, future events or any other factors affect the
information contained in this Prospectus, except where
required by law.
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The Company cannot and does not give assurances that the
n results, performance or achievements expressed or implied
in the forward-looking statements contained in this
Prospectus will actually occur and investors are cautioned
o not to place undue reliance on these forward-looking
statements.
Photographs and Diagrams

Photographs used in this Prospectus which do not have
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descriptions are for illustration only and should not be
interpreted to mean that any person shown endorses this
Prospectus or its contents or that the assets shown in them
s are owned by the Company. Diagrams used in this
Prospectus are illustrative only and may not be drawn to
scale. Unless otherwise stated, all data contained in charts,
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graphs and tables is based on information available at the
date of this Prospectus.
Miscellaneous
l All financial amounts contained in this Prospectus are
expressed as Australian currency unless otherwise stated.
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Conversions may not reconcile due to rounding. All
references to "$" or "A$" are references to Australian dollars.
n All references to time in this Prospectus are references to
WST, being the time in Perth, Western Australia, unless
otherwise stated.
o Defined terms and abbreviations used in this Prospectus are
detailed in the glossary in Section 13.
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SERVTECH PROSPECTUS

CORPORATE DIRECTORY

Directors Investigating Accountant

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Nick Cernotta Non-Executive Chairman BDO Corporate Finance (WA) Pty Ltd
Brett Quinn CEO & Managing Director 38 Station Street
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Bryn Hardcastle Non-Executive Director SUBIACO WA 6008
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David Newman Non-Executive Director

o Solicitors
Company Secretary
Bellanhouse Legal

Oonagh Malone Ground Floor, 11 Ventnor Avenue
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WEST PERTH WA 6005

s Registered Office
Intellectual Property Expert
C/- Bellanhouse Legal
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Ground Floor, 11 Ventnor Avenue Williams + Hughes Pty Ltd
WEST PERTH WA 6005 Ground Floor, 25 Richardson Street
WEST PERTH WA 6005
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a Principal Place of Business
Independent Industry Expert
Unit 4, 24 Parkland Road
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OSBORNE PARK WA 6017 BIS Shrapnel Pty Limited
Phone: [phone] Level 40, Rialto South Tower
o Email: [email protected] 525 Collins Street
Website: www.servtechglobal.com.au MELBOURNE VIC 3000

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Proposed Securities Exchange Listing Joint Lead Managers
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Australian Securities Exchange (ASX) Otsana Pty Ltd trading as Otsana Capital
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Proposed ASX Code: SVT AFS Licence No. 435872
108 Outram Street
p WEST PERTH WA 6005
Share Registry*
Phone: [phone]

Automic Registry Services Fax: [phone]
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Level 2, 267 St Georges Terrace
o PERTH WA 6000 Mark Davies
Phone: [phone] Capital Pty Ltd
Email: [email protected] Corporate authorised representative of
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AFS Licence No. 471379
Auditor* Level 1, 35 Richardson Street
WEST PERTH WA 6005
BDO Audit (WA) Pty Ltd
38 Station Street Phone: [phone]
SUBIACO WA 6008
* These entities are included for information purposes only. They have not been involved in the
preparation of this Prospectus.
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SERVTECH PROSPECTUS

LETTER FROM THE CHAIRMAN

Dear Investor
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On behalf of the Board of ServTech Global Holdings Ltd, I am pleased to present this Prospectus
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and to invite you to become a shareholder in ServTech.
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ServTech is an Australian public company established in September 2016 to be the holding
o company of a number of wholly-owned subsidiary companies, including a software development
business in India, an outsourced services business in the Philippines, and a real estate agency
(Sell Lease Property), a conveyancing business (Complete Settlements), a property

management business (Capitol Asset Management) and a mortgage broking business (Value
e Finance) in Australia.
ServTech has designed and developed a disruptive and scalable SaaS (software as a service)
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application which delivers a total transaction management solution to clients operating in
ageing and rigid industries. The SaaS Application was the basis for the development of a real
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estate specific product known as the Angel Platform. The primary objective of the Angel
Platform was to prove the desired outcomes of ServTech's SaaS Application in the Australian
real estate industry, which had been identified as one of those ageing industries with inefficient
back office transaction management capability.
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Supported by the Angel Platform, Sell Lease Property has grown to have over 180 property
consultants nationally and has achieved revenue growth of 370% over the past two financial
n years. Testament to the success of the Angel Platform was that in November 2016 Sell Lease
Property was ranked 8th in the annual BRW fast 100, which recognises the fastest growing
companies in Australia in 2016.
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The Angel Platform has also been successfully applied to ServTech's other 100% owned
s businesses across conveyancing, mortgage broking and property management with a
demonstrated ability to cross sell, ensuring multiple revenue verticals have been captured.
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The SaaS Application has the potential to be customised to a wide range of transaction-based
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businesses across a variety of industries by helping businesses and individuals focus on core
revenue generating activities whilst ensuring that their non-core activities are efficiently and
p effectively managed.
ServTech has to date focussed on its real estate businesses and intends to geographically grow

those businesses. Its aim is to also focus on expanding the application of its proven transaction
r management platform in the Australian property sector as well as to capitalise on other
industries where disruption can be achieved through use of the SaaS Application to assist
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businesses to focus on their core activities, improving operational efficiencies and scalability.
A number of commercial opportunities have already been identified in financial planning,
F insurance and wealth management as well as the legal (intellectual property and corporate
law) sectors.
The purpose of the Public Offer is to raise $6,000,000 (before associated costs) by the issue of
30,000,000 Shares at an issue price of $0.20 each.
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SERVTECH PROSPECTUS

The proceeds of the Public Offer will be utilised to enable ServTech to:
1. optimise its sales, marketing and employment costs as key drivers to achieve its growth
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objectives;
l 2. defend its real estate businesses and internal real estate audience through
n geographical expansion within Australia;
3. expand the use of the SaaS Application to other industries, such as the financial
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advisory, insurance, wealth management and legal sectors, to both internal and
external audiences;

e 4. further develop its enterprise software products and outsourced services;
5. extend its enterprise technology products and outsourced services to external and
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consumer direct audiences; and
u 6. pay for the costs of the Offers.
This Prospectus contains detailed information about the Offers and the current and proposed

operations of ServTech, as well as the risks pertaining to an investment in ServTech. Potential
l investors should carefully consider those risks detailed in Section 9.
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We look forward to welcoming you as a shareholder of ServTech.
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Yours faithfully
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r Nick Cernotta
Non-Executive Chairman
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SERVTECH PROSPECTUS

KEY OFFER DETAILS

Pro forma capital structure1 Date
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Issue Price per Share under the Public Offer $0.20
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n Shares offered under the Public Offer 30,000,000 Shares
Cash raised under the Public Offer (before expenses) $6,000,000
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Existing Shares on issue2 41,273,131 Shares

Shares to be issued upon conversion of Convertible Notes3 12,000,000 Shares
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Shares to be issued to Joint Lead Manager4 10,000,000 Shares
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Shares to be issued as repayment of major Shareholder loan5 10,000,000 Shares
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Options offered under the Option Offer6 2,500,000 Options

Existing Performance Rights on issue or to be issued7 15,300,000
l Performance Rights
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Total Shares on issue on Admission 103,273,131 Shares
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Total Options on issue on Admission 2,500,000 Options
o Total Performance Rights on issue or to be issued on Admission 15,300,000
Performance Rights
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Notes:
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1. The figures shown above assume none of the above Options or Performance Rights have converted
into Shares. Please refer to Section 1.4 for further details relating to the proposed capital structure
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of the Company.
2. See Section 2.2 for further details of the current capital structure of the Company.
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3. Shares to be issued upon conversion of existing Convertible Notes with a face value of $1,200,000
at a 50% discount to the Issue Price immediately prior to the Company being admitted to the
Official List. Refer to Section 10.5 for further details.
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4. Prior to Admission the Company intends to issue Shares to the Joint Lead Manager, Otsana Capital,
o or its nominees for corporate advisory and capital raising services provided to the Company
pursuant to the Otsana Mandate. Refer to Section 10.1 for further details.
5. Prior to Admission the Company intends to issue Shares as repayment of existing loan to a major
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unrelated Shareholder or its nominees at the Issue Price. Refer to Section 10.6 for further details.
6. Comprised of Options exercisable at $0.30 each on or before the date that is 3 years from the date
the Company is admitted to the Official List, to be issued on the terms set out in Section 11.2
pursuant to the Otsana Mandate.
7. Comprised of 2,000,000 Performance Rights of each of Classes A, B, C, D and E and up to 5,300,000
Class F Performance Rights granted or to be granted on the terms and conditions set out in
Section 11.3.

Page vii
SERVTECH PROSPECTUS

INDICATIVE TIMETABLE

Event Date
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Lodgement of this Prospectus with ASIC 20 December 2016
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n Opening Date for the Offers 3 January 2017
Closing Date for the Offers 15 February 2017
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Allotment Date 20 February 2017

Despatch of holding statements 22 February 2017
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Expected date for quotation on ASX 1 March 2017
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Note:
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The dates shown in the table above are indicative only and may vary subject to the Corporations Act,
the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the
Opening Date and the Closing Date without prior notice, which may have a consequential effect on the
l other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible
after the Opening Date if they wish to invest in the Company.
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