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This Prospectus contains the following Offers: 

  • the offer of 33,333,333 New Shares at an issue price of $0.30 each to raise $10,000,000 (Public Offer);
  • the offer of 5,400,000 Loan Funded Shares, 4,500,000 Performance Rights, 1,113,333 Employee Nil Price Options and 236,667 Employee Gift Offer Shares to the proposed Directors, management and eligible employees, as well as 120,000 Advisor Options and 120,000 Advisor Performance Rights to an advisor of the Company (Incentive Securities Offer); and
  • the offer of 1,050,000 Shares at a deemed issue price of $0.30 per Share to the Conversion Participants who have each agreed to convert debt owed to them by the Company into equity (Conversion Offer),
    (collectively, the Offers).

TERMS

The Prospectus is dated 10 November 2017 (Prospectus) and a paper form of the electronic Prospectus (including its attached Application Form) accessible through this website was lodged with Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on 10 November 2017.

ASIC and ASX takes no responsibility for the content of the Prospectus.

By accessing the Prospectus, you acknowledge that you have read and accept the terms set out in this notice.

OFFERS

The Prospectus contains the details of an offer by HJB Corporation Limited (ACN 091 302 975) (to be renamed “Janison Education Group Limited”) (Company) of Securities in the Company.

IMPORTANT INFORMATION

This Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company’s Securities. There are risks associated with an investment in the Company’s Securities. Some of the key risks that should be considered are set out in Section 5 of the Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues). There may also be risks in addition to these that should be considered in light of your personal circumstances.

If you do not fully understand the Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional adviser before deciding whether to invest in the Company.

The information contained in the Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

No person or entity is authorised to give any information or make any representation in connection with the Offers or the Securities described in the Prospectus. Any information or representation not contained in the Prospectus may not be relied on as having been authorised by the Company or the Lead Manager in connection with the Offers.

An application for New Shares under the Public Offer must be made using the Application Form attached to the Prospectus or as instructed by the Lead Manager in the case of Institutional Applicants or its clients.

The Application Form attached to the Prospectus contains detailed instructions on how the form for the Public Offer can be completed.

WARNING

The distribution of the Prospectus in jurisdictions outside Australia may restricted by law. The Prospectus does not constitute an offer in any place in which, or to whom, it would not be lawful to make such an offer. Persons into whose possession this document comes should inform themselves about and observe any restrictions on acquisition or distribution of the Prospectus. Any failure to comply with these restrictions may constitute a violation of securities laws.

No action has been taken to register or qualify the Shares under the Prospectus, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. Offers may also be made to Institutional Applicants in Hong Kong and Singapore.

It is your responsibility to ensure compliance with all laws of any country relevant to your Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty made by you to the Company that there has been no breach of such laws and that all necessary consents and approvals have been obtained.

Notice to United States Residents
The Securities being offered pursuant to the Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) or any US state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the US Securities Act and applicable state securities laws. The Prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, nor shall there be any sale of the Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law, including the US Securities Act.

Notice to New Zealand investors
The Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than a person who:
• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Notice to Hong Kong investors
WARNING: The Prospectus has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). No action has been taken in Hong Kong to authorise or register the Prospectus or to permit the distribution of the Prospectus or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of the Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offers. If you are in doubt about any contents of the Prospectus, you should obtain independent professional advice.

Notice to Singapore investors
The Prospectus and any other materials relating to the Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, the Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Securities, may not be issued, circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

The Prospectus is being made available to less than 50 persons in Singapore. You may not forward or circulate the Prospectus to any other person in Singapore.

Any offer is not made to you with a view to any Securities being offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

ACKNOWLEDGEMENT THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OF SECURITIES

The information on this website is provided for informational purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in the securities of the Company. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By proceeding, you confirm that you are a resident of and accessing this website from Australia, New Zealand or a jurisdiction where to make the Offers under the Prospectus would not be a breach of the securities law requirements.

 

 

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