ASSET VISION CO LTD - Capital/Financing Update 2013

This is a replacement prospectus. It replaces in its entirety the prospectus dated and lodged with ASIC on 31 October 2013.

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IMPORTANT NOTICE

Replacement Prospectus

This Replacement Prospectus is dated 7 November 2013 and was lodged with ASIC on that date. This Replacement Prospectus replaces a prospectus dated and lodged with the Australian Securities and Investments Commission (ASIC) on 31 October 2013.

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 the form of Notes to the Pro Forma transactions set out in the table in section 4.2.2 of the Prospectus. These Notes are set out in section 4.2.3 and provide additional explanation of key movements in items set out in the Pro Forma Balance Sheet.

Applicants should read this Prospectus in its entirety before deciding to invest in the Company. In particular, Applicants should refer to Sections 4 and 5 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 (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 allotted or issued on the basis of this Prospectus later than 13 months after the Prospectus Date. The Company has applied to ASX for admission to the Official List and for Official Quotation of the Shares on issue as at the date of this Prospectus and the Shares offered under this 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 date of lodgement of the original prospectus dated 31 October 2013. This period is known as the Exposure Period. This Exposure Period may be extended by ASIC by up to seven (7) days. The purpose of the Exposure Period is to enable the original 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. The original prospectus was made available in soft copy format during the Exposure Period.

Electronic Prospectus

This Prospectus is available in electronic form at www.pscgroup.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 Bell Potter Securities Limited free of charge, on request, during the period of the Offer. Requests for a paper copy of this Prospectus may be made by telephoning Bell Potter Securities on 03 9256 8700 or the PS&C Ltd Offer Information Line on 1300 737 760 (within Australia) or +61 7 3334 4659 (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(s), 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 10 for instructions as to how to make an Application for Shares.

Definitions and Abbreviations

Please refer to the Glossary on page 90 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.

Replacement Prospectus

LETTER FROM THE CHAIRMAN	3
SECTION 1: INVESTMENT OVERVIEW	6
SECTION 2: COMPANY OVERVIEW	14
SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE	20
SECTION 4: FINANCIAL INFORMATION	32
SECTION 5: RISK FACTORS	50
SECTION 6: INVESTIGATING ACCOUNTANTS REPORT AND FINANCIAL SERVICES GUIDE	54
SECTION 7: MATERIAL AGREEMENTS	62
SECTION 8: ADDITIONAL INFORMATION	74
SECTION 9: DIRECTORS’ STATEMENT	84
SECTION 10: HOW TO APPLY	86
SECTION 11: GLOSSARY	90
CORPORATE DIRECTORY	Inside back cover

Replacement Prospectus

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Letter from the Chairman

Dear Investors,

On behalf of the Board of Directors of PS&C Ltd (PS&C) I have the pleasure of presenting this Prospectus detailing the opportunity to become an investor in our company.

PS&C is an information, communications and technology (ICT) services company focused on three key business units: People, Security and Communications.

The three business units of PS&C will be formed by the acquisition of the following companies:

People: Systems and People Pty Ltd
Security: Securus Global Consulting Pty Ltd and Hacklabs Pty Ltd
Communications: Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd.

PS&C services many leading Australian companies and departments within Local, State and Federal government. Services are provided through an extensive list of Panel and Preferred Supplier Agreements and project based consultancy agreements.

The diverse client base and the breadth of PS&C’s services across People, Security and Communications provide sound foundations for PS&C to grow in the Australian ICT marketplace.

Through this Prospectus, PS&C is offering 25 million Shares at $1.00 per Share to raise $25 million. Bell Potter Securities Limited is Lead Manager and Underwriter to the Offer. RBS Morgans Limited is Co-Lead Manager.

The funds raised under this Offer will be used to complete the acquisitions mentioned above and to fund future growth initiatives.

Please read this Prospectus carefully before making your investment decision. In particular, please note Section 5 – Risk Factors.

On behalf of the Board of Directors and our senior management and staff I look forward to welcoming you as a shareholder of PS&C.

Yours Sincerely,

Adrian Wischer Chairman

Replacement Prospectus

SECTION 1 INVESTMENT OVERVIEW

Replacement Prospectus

SECTION 1: INVESTMENT OVERVIEW

THE OFFER

PS&C invites investors to apply for 25,000,000 Shares ( Subscription Shares ) in the Company at an Offer Price of $1.00 per Share to raise $25,000,000 ( Subscription Amount ).

The Offer is underwritten by Bell Potter Securities Limited. No Shares will be issued under this Prospectus until the Subscription Amount is subscribed. If the Subscription Amount is not subscribed within 3 months after the date of this Prospectus (or any later date permitted by the Corporations Act or referred to in a declaration made by ASIC or as otherwise permitted by law), all applications will be dealt with in accordance with the Corporations Act.

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Offer Price per Share $ 1.00
Shares available under the Offer 25.00 million
Founder Shares 5.44 million
Vendor Shares 20.13 million
Number of shares on issue following the Offer 50.57 million
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KEY DATES*

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Prospectus Date 7 November 2013
Offer opens 10am AEDT 11 November 2013
Offer closes 5pm AEDT 22 November 2013
Allotment and Issue of Shares 25 November 2013
Expected dispatch of Security Holding statements 26 November 2013
Expected Commencement of ASX Trading 2 December 2013
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This timetable is indicative only. PS&C in consultation with the Underwriter 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. A decision to grant official quotation, and the date of quotation of the Shares on the 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.

INVESTMENT HIGHLIGHTS SUMMARY

PS&C is an information, communications and technology ( ICT ) consulting and professional services company which services medium to large companies and public sector enterprises and agencies.

PS&C is acquiring Systems and People Pty Ltd ( Systems and People ), Securus Global Consulting Pty Ltd ( Securus ), Hacklabs Pty Ltd ( Hacklabs ) and Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd ( the Allcom Group ) (the Acquisitions ). Following the completion of the Acquisitions, PS&C will be in a position to provide ICT consulting and professional services to government agencies and corporations in Australia, including in the banking, finance, insurance and health sectors. Following the Acquisitions, PS&C will have over 300 full time consultants, contractors and operational staff.

Service offerings

As a result of the Acquisitions, PS&C will be able to provide a broad range of ICT consulting, delivery and support services. These services include provision of professional contractors, contractor management, security services and provision and implementation of communications and network infrastructure. PS&C is focused on maximising the benefits clients seek from their ICT spend. PS&C’s operating model has been developed to ensure that it fosters a client focused, outcome driven, team culture in which consultants are encouraged to constantly learn and improve.

Public and private sector client base

PS&C’s business units, as described in this Prospectus, have built close relationships with a diverse range of medium to large clients in both the public and private sector over more than 10 years, including long-term relationships governed in the main by Panel and Preferred Supplier Agreements and project based consultancy agreements.

Experienced leadership

PS&C’s Board and senior management team comprises a number of qualified and experienced ICT and management professionals. The senior management of PS&C’s business units have extensive experience in the ICT services industry in Australia and have demonstrated an ability to deliver growth to organisations they have been involved with. Under the guidance of Chairman Adrian Wischer and the leadership of the Managing Director Kevin McLaine, the PS&C management team will seek to leverage the skills and experience across their teams and will focus on growing the number of services to be provided to existing clients whilst also adding new clients to the current base.

Professional specialist consultants

PS&C’s business units will bring together a diverse team of skilled professional consultants. In addition to the more common competencies found in an ICT services organisations, PS&C will also have a range of specialists in a number of niche disciplines including cyber security, red teaming, penetration testing, network architecture, design and implementation and system integration and development. The constant learning culture within the team, combined with the inclusive nature of the leadership team, is intended to help ensure PS&C becomes an employer of choice for qualified professionals.

Financial Forecast

PS&C’s pro forma forecast EBITDA for the twelve months ending 30 June 2014 is $7.5 million and forecast normalised NPAT is $5.2 million. The general and specific assumptions underlying the 30 June 2014 forecasts are set out in Section 4. Actual results may vary from the forecasts and that variation may be material.

Replacement Prospectus

SECTION 1: INVESTMENT OVERVIEW

Summary Financial information

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$’000 FY2011 FY2012 FY2013 FY2014
pro forma historical pro forma historical pro forma historical pro forma forecast
Revenue 39,590 48,982 63,539 75,497
EBITDA 2,669 3,664 5,602 7,512
EBIT 2,480 3,479 5,410 7,365
NPAT 1,906 2,385 3,741 5,155
Earnings per share (cents) 10.2
Price Earnings ratio 9.8
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DETAILS OF THE OFFER

THE OFFER

PS&C invites investors to apply for 25,000,000 Shares in the Company at an Offer Price of $1.00 per Share to raise $25,000,000.

The Offer is underwritten by Bell Potter Securities Limited ( the Underwriter ).

Upon admission to the Official List of the ASX the Shares allotted under the Offer will represent 49% of the issued capital of PS&C as at listing.

As at the date of this Prospectus, PS&C has 5,444,546 Shares on issue. Following listing and completion of the Acquisitions, PS&C will have 50,573,869 Shares on issue (please see capital structure table on page 10).

An Application for Shares under this Offer may only be made on a paper copy of the Application Form attached to, or accompanying this Prospectus.

SUBSCRIPTION AMOUNT

The Subscription Amount under the Offer is $25,000,000. No Shares will be issued under this Prospectus until the Subscription Amount is subscribed. If the Subscription Amount is not subscribed within 3 months after the date of this Prospectus (or any later date permitted by the Corporations Act or referred to in a declaration made by ASIC or as otherwise permitted by law), all applications will be dealt with in accordance with the Corporations Act.

PURPOSE OF THE OFFER

The purpose of the Offer (and listing on the ASX) is to enable PS&C to:

facilitate payment to the Vendors for the shares in Systems and People, Securus, Hacklabs and the Allcom Group under the terms of the Acquisition Agreements;
provide sufficient working capital to facilitate the growth of PS&C;
broaden the share register and provide liquidity in PS&C Shares;
provide PS&C with access to the equity markets to assist its growth objectives; and
fund the costs of the Offer.

The Directors intend to apply the funds raised through the Offer as shown in the following table:

USE OF PROCEEDS

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Use of funds
Consideration to acquire the Allcom Group $5,901,955 23.6%
Consideration to acquire Systems and People $8,657,895 34.6%
Consideration to acquire Securus $4,007,560 16.0%
Consideration to acquire Hacklabs $1,561,913 6.3%
Working capital $2,140,677 8.6%
Offer and acquisition costs $2,730,000 10.9%
$25,000,000 100.0%
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The Directors consider that the amount to be raised under the Offer being $25,000,000 will be sufficient to provide enough working capital to achieve the Company’s objectives as set out in this Prospectus.

UNDERWRITING

Bell Potter Securities Limited is Lead Manager and Underwriter of the Offer. RBS Morgans Limited is Co-Lead Manager of the Offer. Details of the agreements between the Company and the Underwriter are set out in Section 7 of the Prospectus.

COMPLETED OFFER CAPITAL STRUCTURE

The proposed capital structure of the Company upon completion of the Offer and the Acquisitions is set out in the table below.

25,000,000 Shares will be issued by the Company under the Offer. This represents 49% of the proposed total issued capital of the Company at listing.

The Vendors of the shares in Systems and People, Securus, Hacklabs and the Allcom Group may receive a post completion payment and may also receive earn out payments ( Post Completion Payments ). The calculation of the Post Completion Payments to the Vendors is outlined in section 7 of this Prospectus. The Post Completion Payments (if payable) will be paid to the Vendors in shares, cash or a combination of both at the absolute discretion of PS&C’s Directors.

Replacement Prospectus

SECTION 1: INVESTMENT OVERVIEW

The Shares in the table below represent the expected number of Shares of the Company following listing and completion of the Acquisitions, if the Subscription Amount is raised. This table does not include any Shares which may be issued to the Vendors of Systems & People, Securus, Hacklabs and the Allcom Group after completion of the Acquisitions. Any Shares issued as part of the Post Completion Payments will be in addition to the Shares shown in the table.

CAPITAL STRUCTURE (following listing and completion of the Acquisitions)

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Post-offer Shares %
Interests associated with Adrian Wischer 1,088,910
Interests associated with Kevin McLaine 2,177,818
Interests associated with Brad Allan 2,177,818
5,444,546 11%
New shareholders pursuant to the offer 25,000,000 49%
Interests associated with the Allcom Group Vendors 5,901,955 12%
Interests associated with the Systems and People Vendors 8,657,895 17%
Interests associated with the Securus Vendors 4,007,560 8%
Interests associated with the Hacklabs Vendor 1,561,913 3%
Total 50,573,869 100%
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Dividend Policy

The Directors intend to make regular, six monthly dividend payments with the initial dividend to be declared in October 2014, subject to forecasts being met and other relevant factors. Dividends will be franked subject to availability of franking credits.

Going forward, subject to the paragraph below, the Directors intend to payout 50% of net profit after tax in dividends.

The payment of dividends by PS&C in the future will be at the discretion of the Directors and will depend on PS&C’s available distributable earnings, franking credit balance, operating results, available cash flow, financial condition, market outlook, taxation position and future capital requirements and any other factors the Directors may consider relevant. As such, the Directors can give no assurance regarding the payment of dividends, the level of franking of such dividends or the extent of payout ratios in respect of the 2014 financial year or any future period.

Directors and Management

PS&C’s Directors and senior management includes executives with experience at ASX listed entities and private company entrepreneurs. PS&C will be led by Managing Director Kevin McLaine. Refer Section 3 “Ownership, Management and Corporate Governance” for full details on the Board and the management team.

KEY RISK FACTORS SUMMARY

You should carefully consider the risks associated with an investment in PS&C before deciding to invest in the Company. An investment in Shares in PS&C involves a high degree of risk. If any of the following risks occur (or any of the other risks referred to in Section 5), the Company’s business, financial condition, profits and prospects for growth may suffer. As a result, you could lose all or part of your investment. For further information regarding these risks, refer to Section 5. Some of the key risks to PS&C’s business and to your investment in PS&C include (but are not limited to) the following:

Industry Growth Risks

The market segments that PS&C has identified as being integral to its success and growth, including but not limited to the government, mining and financial services sector, may experience either low or slower than expected growth.

Key Personnel

PS&C, like any services organisation, is dependent on its staff and management to be successful. There is a risk that the Company may fail to retain or develop key employees, consultants and contractors and this would have a negative effect upon the development of the Company and its operations, as well as the Company’s financial performance.

Industry Competition

The ICT services market is strongly contested by a number of well respected organisations. There is the risk that PS&C will be unable to compete effectively within this industry landscape. PS&C’s performance may be affected by the level of competition in the regions and industries in which it operates, which may result in general price reductions, reduced operating margins and a loss of market share. In addition, PS&C’s prospects for growth may suffer if it is unable to secure the quality and quantity of new employees or contractors it requires to facilitate its growth due to industry competition for these employees.

Level of work

A number of the Panel and Preferred Supplier Agreements, supply agreements and services agreements to which PS&C’s entities are a party rely on the issue of statements of work requesting products or services to be provided. These agreements themselves do not guarantee minimum levels of work, and there is a risk that the level of products and services requested by counterparties may decrease or cease entirely.

Contractual Risks

PS&C derives revenue from parties who are in contractual relationships with PS&C or its controlled entities. Under many of PS&C’s agreements the contractual relationship may be terminated without cause on relatively short notice periods.

Costs Overrun Risk

Costs of PS&C’s business operations and workforce may be greater than initially anticipated, including as a result of unexpected costs or higher than expected costs being incurred.

Technology Risks

There is a risk that, as marketable technologies continue to develop in the ICT industry, there may be certain ICT technology and product developments that supersede, and render obsolete, the existing product and service offerings of PS&C. This would negatively affect the Company’s profitability.

SECTION 2 COMPANY OVERVIEW

Replacement Prospectus

SECTION 2: COMPANY OVERVIEW

PS&C is an ICT professional services entity. The Company is focused on three business units: People, Security and Communications. These business units service a range of government and corporate organisations.

PS&C’s three business units have been formed through the acquisition of the following companies:

People - Systems and People which comprises the “People” business unit;
Security - Securus and Hacklabs which comprise the “Security” business unit; and
Communications - Allcom Networks and Allcom Consulting Services which comprise the “Communications” business unit.

Please refer to Section 4 “Financial Information” and Section 7 “Material Agreements” for details on each of the Acquisitions.

Following the Acquisitions, PS&C will have in excess of 300 full time consultants, contractors and operational staff. These Acquisitions will enable PS&C to provide a range of ICT services to a broad base of clients.

The PS&C operating business model is based on medium and long term Panel and Preferred Supplier Agreements as well as short term consultancy agreements. It is anticipated that the existing PS&C client relationships will, following the Acquisitions, be broadened through PS&C’s ability to offer a wider service offering than any of the business units in isolation. Early phase integration will focus on revenue growth and the ability to leverage existing Panel and Preferred Supplier Agreements and customer relationships across the broader business.

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Division People Security Communication
Businesses
Services • Consulting • Security consulting • Unified communications
and IP telephony
• Contractor management • Education
• Network infrastructure
• Recruitment • Management
• Consulting and managed
• Penetration testing services
• Red Teaming
• Product sales
Key Customers Toyota, Schweppes, Major banks, Coles, NSW government, Telstra,
Amcor, Fujitsu, MMG Betfair, Telcos, Tabcorp, Local governments
Westfield
Years in operation 18 7 / 10 17
Approximate employees/
240 25 40
contractors
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Panel and Preferred Supplier Agreements

PS&C’s business units are parties to a number of Panel and Preferred Supplier Agreements. These agreements give PS&C the right to bid or tender for work specified under the agreements on agreed terms. PS&C’s Directors consider that there are significant opportunities to leverage the Panel and Preferred Supplier Agreements secured by its business units within the corporate, local, state and federal government market segments in order to support ongoing organic growth. However, the Panel and Preferred Supplier Agreements do not guarantee any revenue for PS&C.

Industry and Market Overview

The Australian ICT services market continues to grow. The demand for professional service offerings in that market is also expected to grow. Government infrastructure projects, such as the National Broadband Network, and large corporate transformation projects are important drivers of the market. Companies and governments are seeking to leverage their ICT infrastructure to provide greater efficiency and in turn stronger performance across the board. Ultimately, these efficiency gains in workplace environments translate into increased revenue, profit and shareholder returns. Outsourcing and third party contracting continues to grow as companies look to focus on their core competencies and retain the flexibility to up and downsize quickly and efficiently in response to the demands of the market.

The key areas driving growth in the ICT industry are as follows:

Cost reduction:
Standardisation and consolidation of infrastructure and applications;
Consolidation and reduction of facilities leading to updated network infrastructure and security services; and
More reliance on outsourcing and contracting to enable rapid upsizing and downsizing.
New initiatives:
Cloud and mobile computing leading to additional infrastructure, people and security services;
Transformation projects that create demand for additional services; and
Automation, improvement and development of systems and services.
Compliance and governance:
Requirements for additional reporting; and
ICT systems and data security.

PS&C is well positioned to capitalise on this growth as its business units already play a role in the ICT marketplace. PS&C covers the critical drivers to the ICT industry. By way of example, PS&C’s Security business provides advanced cyber security services to corporate entities and Government agencies.

The growing demand for ICT services in Australia is driven mostly by large corporate and government transformation projects. These projects are focused on addressing key areas of business such as security, risk, compliance, customer service and retention and cost reduction.

Transformation projects are typically multi-year, multi-faceted and complex. This affords opportunities for companies like PS&C to deploy their skilled human resources. The Company’s experienced management team will seek to leverage PS&C’s broad skill base in this changing environment.

Competitive Landscape

The ICT services marketplace in Australia is made up of a number of professional service providers such as Oakton Ltd, UXC Ltd, SMS Management and Technology Limited and RXP Services Limited as well as global organisations such as IBM and Accenture.

PS&C’s objective is to utilise its experienced management team and the deep capabilities existing in the business units to enable PS&C to differentiate itself in the market by providing a valuable alternative for customers seeking a diverse ICT services provider.

Replacement Prospectus

SECTION 2: COMPANY OVERVIEW

People Business

The graph below segments by industry sector the revenue received by Systems and People during the 2013 financial year.

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Building & Infrastructure Transport & logistics
Government Insurance
Healthcare Education
Gaming
Manufacturing
Other
Utilities
Retail
Mining
Telecommunications & IT
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Systems & People makes up PS&C’s People business.

The People business’ revenue in the year ending 30 June 2013 totalled $38.3 million. This revenue was sourced from diverse segments of the economy and was led by the telecommunications and IT, retail, mining and manufacturing sectors.

The People business derives revenue from the following streams:

Contractor Management and Sourcing
Sourcing and providing specialist contractors to customers for medium and long term projects. Traditionally these contractors have been SAP professionals. However, the market is increasingly demanding a more generic ICT contractor with a broader array of capabilities.
Managing the payroll function of contractors for customers enabling the customers to save administrative costs.
Recruitment:
Providing a recruitment consulting business.

The People business has the ability to rapidly scale up or down the number of contractors as market needs dictate.

Founded in 1995, the People business initially operated exclusively in the SAP consulting industry. More recently, it has started to expand to address the wider market. The People team is made up of experienced SAP, human resources and contractor management professionals.

The People business has the opportunity to leverage PS&C’s access to the Panel and Preferred Supplier Agreements of other business units. The People business has significant potential outside of the SAP domain. The market for contractor management services, whilst competitive, is fragmented and is likely to present potential consolidation and acquisition opportunities in the future.

Security Business

Securus and Hacklabs make up PS&C’s Security business. The graph below segments by industry sector the combined revenue received by Securus and Hacklabs during the 2013 financial year.

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Insurance
Hospitality & Tourism Other
Healthcare Building & Infrastructure
Education
Transport & logistics
Utilities
Gaming
Banking and Finance
Retail
Government
Services
Media
Telecommunications
& IT
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The Security business’ revenue in the year ending 30 June 2013 totalled $5 million. This revenue was sourced from diverse segments of the economy led by the banking and financial services sector with a 36% share.

The cyber security industry in Australia is somewhat fragmented and populated by a handful of small companies supported by very high level specialist skills. PS&C decided to take a significant step into the cyber security market place by acquiring these two specialist companies. Whilst Hacklabs and Securus offer similar products and services, each work independently and in differing market segments. The security industry in Australia is estimated to be worth more than $2.1 billion annually.

There are a variety of services offered by the Security business including penetration testing (programmed hacking events designed to isolate security breaks in the client’s IT systems), red teaming (physical penetration of facility security), mobile application testing, payment card security systems, compliance and executive coaching and training. The primary objective of the cyber security teams is to isolate weaknesses in the client’s environment and then be able to implement systems and or processes that strengthen the environment.

In addition, products and tools offered include:

Payment card compliance tools
Vulnerability management solutions
Web application scanners and firewalls
Configuration audit and control
Exploitation tools

The Security business is well positioned within a growing market as cyber security becomes more of an issue for customers outside of the financial services industry. Foreshadowed changes to the Privacy Act whereby it will become necessary for companies to report data breaches have the potential to drive further growth in the cyber security market.

The industry has a number of small service providers and consolidation through acquisitions presents an array of opportunities for PS&C. The Security business may also benefit from Panel and Preferred Supplier Agreements of other business units.

Replacement Prospectus

SECTION 2: COMPANY OVERVIEW

Communications Business

The Allcom Group makes up PS&C’s Communications business. Allcom Consulting Services was established in 2012 out of Allcom Networks and supplemented by external personnel. The graph below segments by industry sector the combined revenue received by the Allcom Group during the 2013 financial year.

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Building & Infrastructure
Manufacturing Transport & Logistics
Mining Retail
Services Hospitality & Tourism
Federal Government
Healthcare
Legal
Education
Banking
and Finance
State & Local Government
Other
Telecommunications & IT
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The Communications business’s revenue in the year ending 30 June 2013 totalled $20.2 million. This revenue was sourced from diverse segments of the economy and was led by the State and Local Government sector with a 46.8% share.

The communications market is driven by significant expenditure on large infrastructure projects such as the National Broadband Network. In NSW the estimated spend per annum on communications infrastructure is $1.4 billion.

The government rationalisation of facilities projects enhances opportunities for the Communications business to act as an implementation partner. The Communications business is well positioned to capitalise on these opportunities over the next 2 to 3 years as it has secured positions on several important NSW Government supplier panels.

The Allcom Group began operations in 1996 and now offers a range of products and services including:

Managed communication services solutions for SMEs through to enterprise solutions to large corporations. These solutions range from reactive support to wholly outsourced solutions covering all aspects of the client life cycle.
Converged communications offering employees and management a richer collaborative engagement with clients, partners and suppliers through new data and telephony systems.
Network infrastructure through CISCO’s Borderless Network approach to offer effective collaboration.
LAN Technologies specialising in architecture and deployment of messaging and related tools.
Virtualisation services which allow individual computing components to be dynamically combined and reassembled for maximum efficiency.

The Communications business manages, designs and deploys unified communications, IP telephony and network and business technology solutions for a wide range of corporate and government clients within Australia and internationally. The Communications business has a strong focus on maintaining client networks to ensure maximum reliability and uptime is achieved. The Communications business has in excess of 40 full time staff and has an extensive bank of Panel and Preferred Supplier Agreements.

SECTION 3 OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

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19
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CORPORATE STRUCTURE

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Board of Directors
Julian Graham
Kevin McLaine
CFO &
Managing Director
Company Secretary
PEOPLE SECURITY COMMUNICATIONS
Leanne O’Connor Drazen Drazic Mike Smith
Chris Gatford Andrew Leigh
Barry Olic
CONTRACTORS & STAFF
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BOARD OF DIRECTORS

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(L to R: Adrian Wischer, Cass O’Connor, Kevin McLaine)

Adrian Wischer - Chairman

Adrian has over 25 years experience in executive and director roles within Australian companies. He was CEO of ASX listed Toby Industries Ltd from 1988-1995 and has chaired companies such as National Golf Holdings Ltd. (20022007), Driza-Bone Pty Ltd (1999-2005) and The Bays Hospital Group Inc. (2001-current). Adrian has a B.Ec, from Monash University, is a Foundation Fellow of the Australian Institute of Company Directors ( AICD ) and a Fellow of the Australian Institute of Management.

Cass O’Connor – Non-Executive Director

Cass has been involved in the public and private markets for 30 years, as an equity research analyst, investment banker (Turnbull and Partners, Goldman Sachs (Australia) LLC and Carnegie Wylie), early stage investor and board director. Cass holds a Bachelor of Business from UTS and is a Graduate of the AICD.

Kevin McLaine – Managing Director

Kevin has had over 20 years experience in the Australian public company market, having held senior roles at both Shomega Limited and CSG Limited. Kevin spent a number of years with GE Capital in Thailand as Managing Director of its commercial lending business. He has also been the general manager of a manufacturing facility. Kevin holds a Bachelor of Business and is a Fellow of CPA Australia and a member of the AICD.

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SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

SENIOR MANAGEMENT

Julian Graham - Chief Financial Officer and Company Secretary

Julian has in excess of 25 years experience in the manufacturing, distribution and software industries; Julian was most recently the Chief Financial Officer of ASX listed Wellcom Group Limited in addition to being General Manager of software development. Julian holds a Bachelor of Business and is a Member of CPA Australia.

Leanne O’Connor – Systems and People

Leanne has over 20 years experience in the ICT and human resources industry. She established Systems and People in 1995 and is responsible for setting the strategic direction of Systems and People and managing the growth of the business.

Drazen Drazic – Securus

Drazen formerly held roles at Credit Suisse First Boston as Vice President in charge of cyber security for Asia Pacific and was a Director at Pricewaterhouse Coopers where he advised clients on cyber security. Drazen established Securus in 2003.

Chris Gatford – Hacklabs

Chris has been managing professional services businesses for in excess of 20 years in Australia and internationally. Chris is hands on and manages Hacklabs operations on a day to day basis.

Mike Smith & Andrew Leigh – Allcom Networks

Mike and Andrew are 30 year veterans of the Australian ICT services industry and founded Allcom 17 years ago. Mike and Andrew are responsible for the day to day operations of Allcom.

Barry Olic – Allcom Consulting Services

Barry has been providing strategic consulting and advisory services to the Private and Government sector in Australia for over 20 years, forming Allcom Consulting Services in 2012.

CORPORATE GOVERNANCE

This section sets out the main corporate governance practices which have been adopted by the Company.

The Board has adopted a corporate governance charter (Charter), code of conduct and a comprehensive set of Board policies and committee charters regarding audit and risk management, Board performance evaluation, continuous disclosure, diversity and securities trading to assist in discharging its corporate governance responsibilities.

SUMMARY OF CHARTER

PS&C has adopted the Charter (which will be reviewed and amended from time to time as the Board considers appropriate) to give formal recognition of the Board’s role and responsibilities and to specify how PS&C is governed so as to promote PS&C and protect the interests of Shareholders, employees, clients and the broader community.

The Charter is available on PS&C’s website at www. pscgroup.com.au

A guiding principle of the Charter is that the Board act honestly, fairly and with integrity in accordance with the Company’s policies, codes of conduct and ethical and other standards and in a manner which will create and develop sustainable value for shareholders;

In assessing the Company’s best interests the Board may also have regard to the interests of:

Shareholders (with a view to building sustainable value for them);
employees of PS&C; and
other people or entities with whom PS&C deals.

The Board’s broad function is to:

chart strategy and set financial targets for PS&C;
monitor the implementation and execution of strategy and performance against financial targets; and

Power and authority in certain areas is specifically reserved to the Board – consistent with its function as outlined above. These areas include:

The oversight of the Company, its business, activities, corporate governance and internal controls;
The commercial, strategic and financial objectives of the Company;
Monitoring the implementation and execution of set commercial, strategic and financial objectives;
Composition of the Board, including appointment and retirement or removal of Directors;
Reviewing and overseeing the operation of systems of risk management and internal compliance and control, codes of ethics and conduct and legal and regulatory compliance;
Monitoring senior management’s performance, implementation of strategy and ensuring appropriate resources are available;
Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
Performance of investment and treasury functions;
Monitor industry developments relevant to the Company and its business;
Developing suitable key indicators of financial performance for the Company and its business;
Input into, and final approval of, management’s development of corporate strategy and performance objectives;
Establishment and oversight of Committees to consider such matters as the Board may consider appropriate, for example, audit matters, finance and business risks, remuneration and nomination and to establish a framework for the effective and efficient management of the Company; and
All matters reserved to it by law.
appoint and oversee the performance of executive management, and generally to take an effective leadership role in relation to the Company.

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Composition of the Board

The Board is to comply as far as practicable with the following requirements regarding its composition:

The Board must comprise members with a range of experience, expertise, skills and contacts relevant to the Company and its business.
There must be at least 3 Directors (the Constitution of the Company requires a minimum of 3 and a maximum of 7).
The number of Directors may be increased where the Board considers that additional expertise is required in specific areas or when an outstanding candidate is identified.

The Board is responsible for establishing criteria for Board membership and reviewing Board membership.

The Company also has a Director’s code of conduct which sets out standards to which each Director will adhere whilst conducting his or her duties.

BOARD COMMITTEES

To complement the Charter, PS&C will adopt an Audit and Risk Management Committee charter and a Nomination and Remuneration Committee charter. The Board has also adopted a code of conduct, a securities trading policy, a continuous disclosure policy and a diversity policy.

Audit and Risk Management Committee

The protocols adopted by the Board allow for a separate Audit and Risk Management Committee which operates under its own audit and risk committee charter.

The Audit and Risk Management Committee will oversee the structure and management systems that ensure the integrity of PS&C’s financial reporting.

Committee members have financial expertise and understand the industry in which PS&C operates. The committee will meet at least two times per year. PS&C’s Managing Director, CFO and external auditors may attend committee meetings.

The Audit and Risk Management Committee will review PS&C’s annual financial reports and makes recommendations to the Board on adopting financial statements. The committee will provide additional assurance to the Board with regard to the quality and reliability of financial information, financial controls and financial risk management.

Adrian Wischer and Cass O’Connor (PS&C’s independent non-executive Directors) will comprise the Audit and Risk Management Committee. Cass O’Connor will be chairperson of the Audit and Risk Management Committee.

Nomination and Remuneration Committee

The protocols adopted by the Board allow for a separate Nomination and Remuneration Committee which operates under its own nomination and remuneration committee charter. The Nomination and Remuneration Committee will provide advice and make recommendations to the Board about the appointment of new Directors (both executive and non-executive) and of the Managing Director and CFO and, to the extent delegated to it by the Board, other members of the senior management team. It will do this by:

assessing the skills required by the Board and the extent to which the required skills are represented on the Board;
establishing processes for;
i. the review of the individual Directors and the Chairman, and the Board as a whole;
ii. the identification of suitable candidates for appointment to the Board as additional members or to succeed existing members;
iii. making recommendations to the Board on Directors’ appointments or Board and Committee structure; and
iv. ensuring that the Company complies with the Diversity Policy (see below) and implements the strategies developed under it.

In addition the Nomination and Remuneration Committee will also review remuneration for the, Managing Director, Chairman and CFO and other members of the senior management team and nonexecutive Directors against the Company’s and individual performance and makes recommendations to the Board.

The committee will also oversee supporting governance procedures and Company policy on remuneration, including:

general remuneration practices;
fringe benefits
performance management;
equity participation, and other incentive programs;
directors’ and officers’ and other insurance arrangements; and
superannuation.

In undertaking its work, the Nomination and Remuneration Committee may seek the advice of independent external experts.

Adrian Wischer and Cass O’Connor (PS&C’s independent non-executive Directors) will comprise the Nomination and Remuneration Committee.

Policies

SECURITIES TRADING POLICY

A code of conduct for transactions in securities (Trading Policy) has been adopted by the Board to provide guidance to the Board, management, employees and other stakeholders of PS&C, where they are contemplating dealing in PS&C’s securities or the securities of entities with whom PS&C may have dealings. The Trading Policy is designed to ensure that any trading in PS&C’s securities is in accordance with the law and minimises the possibility of misperceptions arising in relation to Directors’ and employees’ dealings in PS&C’s securities or securities of other entities.

Any non-compliance with the Trading Policy will be regarded as an act of serious misconduct. The Trading Policy is available on PS&C’s website at www. pscgroup.com.au.

CONTINUOUS DISCLOSURE POLICY

The Board has adopted a continuous disclosure and external communications policy (Disclosure Policy), which sets out procedures to be adopted by the Board to ensure PS&C complies with its continuous disclosure obligations to keep the market fully informed of information which may have a material effect on the price or value of the Company’s Shares.

The Board is responsible for determining whether information is such that it would have a material effect on the price or value of PS&C’s securities. The Disclosure Policy provides a framework for the Board and officers of PS&C to internally identify and report information which may need to be disclosed and sets out practical implementation processes in order to ensure any identified information is adequately communicated to the ASX and Shareholders.

The Disclosure Policy also sets out the exceptions to the disclosure requirements.

The Disclosure Policy is available on PS&C’s website at www.pscgroup.com.au

DIVERSITY POLICY

PS&C is committed to complying with the diversity recommendations published by the ASX and promoting diversity among employees, consultants and senior management, and has adopted a policy in relation to diversity (Diversity Policy).

PS&C defines diversity to include, but not be limited to, gender, age, ethnicity and cultural background.

The Diversity Policy adopted by the Board outlines PS&C’s commitment to fostering a corporate culture that embraces diversity and provides a process for the Board to determine measurable objectives and procedures to implement and report against to achieve its diversity goals.

PS&C’s Nomination and Remuneration Committee will be responsible for implementing the Diversity Policy, setting the Company’s measurable objectives and benchmarks for achieving diversity and reporting to the Board on compliance with the Diversity Policy.

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SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

Compliance with ASX Corporate Governance Principles and Recommendations

The ASX document, ‘Principles of Good Corporate Governance and Best Practice Recommendations’ (the Guide) was published by the ASX Corporate Governance Council with the aim of enhancing the credibility and transparency of Australia’s capital markets. PS&C’s corporate governance Charter has been drafted in light of the Guidelines.

The Board has assessed PS&C’s current practice against the Guidelines and outlines its assessment on the following pages.

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Principle 1 – Lay solid foundations for management and oversight
Establish the functions reserved to The Board is responsible for overall corporate Complies
the Board and those delegated to governance of the Company.
manage and disclose those functions
The role of the Board and delegation to
management have been formalised in the Charter
which outlines the main corporate governance
practices in place for the Company and to which
the Board and each Director are committed. The
conduct of the Board is also governed by the
Constitution, and where there is inconsistency
with that document, the Constitution prevails to
the extent of the inconsistency.
The Charter will be reviewed and amended
from time to time as appropriate taking into
consideration practical experience gained in
operating as a listed company.
Disclose the process for evaluating The Board’s broad function is to chart strategy Complies
the performance of senior executives and set financial targets for the Company, monitor
the implementation and execution of strategy
and performance against financial targets,
appoint and oversee the performance of executive
management, and generally to take an effective
leadership role in relation to the Company.
The Chairman, with assistance from the
Nomination and Remuneration Committee,
annually assesses the performance of Directors
and senior executives, and the Chairman’s
performance is assessed by the other Directors.
Provide information indicated in the The Charter is available on the Company’s Complies
guide to reporting on Principle 1. website.
PS&C’s corporate governance practices have only
existed in their current form for a short period of
time, so no performance evaluations for senior
executives have taken place in accordance with
the policies.
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Principle 2 – Structure the Board to add value
A majority of the board should be The Company has a 3 member Board. Together, Complies
independent the Directors have a broad range of experience,
expertise, skills, qualifications and contacts
relevant to the Company and its business.
Chairman Adrian Wischer and non-executive
Director Cass O’Connor are independent Directors
of the Company.
The Chair should be an independent The Chairman Adrian Wischer is an independent Complies
director non-executive Director.
The role of the chair and Managing The Company’s Managing Director, Kevin McLaine Complies
Director should not be exercised by is not the same individual as the Chairman.
the same individual
The Board should establish a A Nomination and Remuneration Committee has Complies
Nomination and Remuneration been established and consists of Adrian Wischer
Committee and Cass O’Connor.
Provide the information indicated in A director is considered independent when he Complies
the Guide to reporting on Principle 2. substantially satisfies the test for independence
as set out in applicable laws, rules and
regulations (including the ASX Corporate
Governance Recommendations).
The Board has undertaken a review of the mix of
skills and experience on the Board in light of the
Company’s principal activities and direction, and
has considered diversity in succession planning.
The Board considers the current mix of skills
and experience of members of the Board and
its senior management is sufficient to meet the
requirements of the Company.
The Company has disclosed full details of its
Directors in this Prospectus.
Principle 3 – Promote ethical and responsible decision making
Establish a code of conduct and The Company has adopted a code of conduct, Complies
disclose the code or a summary of which sets out a framework to enable Directors
the code. to achieve the highest possible standards in
the discharge of their duties and to give a clear
understanding of best practice in corporate
governance.
Companies should establish a policy PS&C has developed and adopted a Diversity Complies
concerning diversity and disclose the Policy which requires the Directors to establish
policy or a summary of that policy. measurable objectives for achieving gender
diversity as well as steps to assess annually both
the objectives and progress in achieving them.
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Companies should disclose in each The Diversity Policy for PS&C has only recently Does not comply.
annual report the measurable been implemented and, accordingly, PS&C has not However, in
objectives for achieving gender reported on the measurable objectives to date. accordance with
diversity set by the Board in the policy, PS&C
accordance with the Diversity Policy intends to disclose
and progress towards achieving the measurable
them. objectives for
achieving diversity in
each annual report
and PS&C’s progress
in achieving the
diversity objectives.
Companies should disclose in each As stated above, PS&C has not yet reported on Does not comply.
annual report the proportion of diversity initiatives. However, in
women employees in the whole accordance with
organisation, women in senior PS&C’s Diversity
executive positions and women on Policy, PS&C intends
the board. to disclose the
relevant proportions
in its future annual
reports.
Provide the information indicated in The diversity policy is on the company’s website. Complies
Guide to reporting on Principle 3.
Principle 4 – Safeguard integrity in financial reporting
The Board should establish an audit The Company has established an Audit and Risk Complies
committee. Management Committee to assist and report to
the Board.
The audit committee should be The Audit and Risk Management Committee Complies in all
structured so that it consists of only consists of Adrian Wischer and Cass O’Connor, all aspects except is
non executive directors, a majority of independent Directors and will be chaired by an comprised of 2 not 3
independent directors, is chaired by independent Director who is not the Chairman. members.
an independent chair who is not chair
of the Board and have at least three
members.
The audit committee should have a The Audit and Risk Management Committee has a Complies
formal charter. formal charter.
Provide the information indicated in The Audit and Risk Management charter is Complies
Guide to reporting on Principle 4. available on the Company’s website.
The other required information will be disclosed
in the Director’s report in future annual reports of
the Company.
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Principle 5 – Make timely and balanced disclosure
Establish written policies designed to PS&C has a continuous Disclosure Policy which is Complies
ensure compliance with ASX Listing designed to ensure that all material matters are
Rules disclosure requirements and appropriately disclosed in a balanced and timely
to ensure accountability at a senior manner and in accordance with the requirements
executive level for that compliance of the ASX Listing Rules.
and disclose those policies or a
summary of those policies.
Provide the information indicated in The Company’s continuous Disclosure Policy is Complies
the Guide to reporting on Principle 5. available on the Company’s website.
Principle 6 – Respect the rights of shareholders
Design a communications policy for The Charter incorporates the Company’s Complies
promoting effective communication Shareholder communications policy. The Board
with shareholders and encouraging aims to ensure that all Shareholders are well
their participation at general informed of all major developments affecting
meetings and disclose their policy or the Company and that full participation by
a summary of that policy. Shareholders at the Company’s Annual General
Meeting is facilitated.
Provide the information indicated in The Charter can be viewed on the Company’s Complies
the Guide to reporting on Principle 6. website at www.pscgroup.com.au
Principle 7 - Recognise and manage risk
Establish policies for the oversight The Board has established an Audit and Risk Complies
and management of material Management Committee for the management of
business risks and disclose a risk in PS&C’s business. The Board must evaluate
summary of these policies. risks regularly and consider corrective action.
The Board should require The Board is responsible for the oversight and Complies
management to design and management of risk, including the identification of
implement the risk management and material business risks on an ongoing basis and
internal control system to manage will be assisted by the Audit and Risk Committee
the company’s material business Management where required.
risks and report to it on whether
Management will be responsible for establishing
those risks are being managed
procedures to provide assurance to PS&C that
effectively. The Board should
major business risks are identified, consistently
disclose that management has
assessed and appropriately addressed. The
reported to it as to the effectiveness
management team will regularly report risks to
of the company’s management of its
the Board.
material business risks.
Provide the information indicated in The Audit and Risk Management Committee Complies
the Guide to reporting on Principle 7. charter is available on the Company’s website.
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Principle 8 – Remunerate fairly and responsibly
The board should establish a The Board has established a Nomination and Complies
remuneration committee Remuneration Committee to assist the Board
to discharge its responsibilities in relation to
remuneration and issues relevant to remuneration
policies and practices, including those for senior
management and non-executive Directors.
The composition and role of the Nomination
and Remuneration Committee in relation to
remuneration are set out in the Remuneration
Committee charter.
Companies should provide the The Nomination and Remuneration Committee Complies
information indicated in the Guide to Charter is available on the Company’s website.
reporting on Principle 8.
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SECTION 4 FINANCIAL INFORMATION

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SECTION 4: FINANCIAL INFORMATION

4.1 Overview and preparation of Financial Information

The financial information contained in this section ( Financial Information ) has been prepared by PS&C and includes:

(a) The historical financial information (which comprises the historical income statements for the Target Companies for the years ended 30 June 2011 (FY11), 30 June 2012 (FY12) and 30 June 2013 (FY13), as if they had operated as a single consolidated entity ( Historical Financial Information );
(b) The pro forma balance sheet of PS&C and the Target Companies as at 30 June 2013 which assumes completion of the Pro Forma Transactions is described in section 4.2 ( Pro Forma Balance Sheet ); and
(c) The forecast income statements of PS&C and the Target Companies for the year ending 30 June 2014 (FY14) ( Forecast Financial Information ).

The Forecast Financial Information set out in this section should be read in conjunction with the assumptions set out in section 4.5, the sensitivity analysis set out in section 4.6, the discussion of key investment risks set out in section 5 and other information set out in this Prospectus.

Basis of Preparation

The basis for the preparation of the Financial Information is discussed in sections 4.4 and 4.8. The Historical Financial Information and the Pro Forma Balance Sheet were extracted from the financial statements of the Target Companies which were audited by Nexia Melbourne and on which an unqualified audit opinion was issued.

Independent Review

The Financial Information has been reviewed by the Investigating Accountant, Nexia Melbourne Pty Ltd, whose Investigating Accountant’s Report and Financial Services Guide is contained within section 6. Prospective investors should note the scope and limitations of the Investigating Accountant’s Report.

PS&C was incorporated on 9 July 2013.

From the Half-Year ending 31 December 2013, PS&C will be the reporting entity.

4.2 Financial Information

4.2.1 Summary Income Statements

Table 4.1

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Historical Forecast
AUD ‘000 FY11 FY12 FY13 FY14
Services 31,171 36,166 46,089 60,306
Products 8,419 12,816 17,450 15,191
Total Revenue 39,590 48,982 63,539 75,497
Cost of sales services 25,854 30,702 39,984 50,092
Cost of sales products 6,259 8,741 11,729 10,788
Gross Profit 7,477 9,538 11,826 14,617
GP margin 19% 19% 19% 19%
Overheads 4,809 5,874 6,224 7,105
Overheads % 12% 12% 10% 9%
EBITDA 2,669 3,664 5,602 7,512
EBITDA margin 7% 7% 9% 10%
Depreciation 189 185 192 147
EBIT 2,480 3,479 5,410 7,365
EBIT margin 6% 7% 9% 10%
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Commentary on Summary Income Statements

The summary income statements comprise the results of PS&C and the Target Companies as if they had operated as one entity and include appropriate normalisation adjustments to present the Historical Financial Information on a basis consistent with the Forecast Financial Information. This reconciliation to audited financial statements is included in Table 4.9.

Period of Forecast

The Forecast incorporates the forecast of the Target Companies and the new corporate activities of PS&C. The Target Companies have been in operation for periods ranging from 7 to 18 years (except for Allcom Consulting Services Pty Ltd which was formed out of Allcom Networks Pty Ltd in 2012). Based on the long history of operations of the Target Companies the Directors consider it appropriate to provide forecasts for the year ending 30 June 2014.

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4.2.2 Pro Forma Balance Sheet as at 30 June 2013

Table 4.2

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Audited Pro Forma Pro Forma
AUD ‘000 Note 30 June 2013 Transactions 30 June 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents 1(a) 4,316 (1,872) 2,444
Trade and other receivables 11,244 - 11,244
Inventories 13 - 13
Other assets 409 - 409
TOTAL CURRENT ASSETS 15,982 (1,872) 14,110
NON-CURRENT ASSETS
Trade and other receivables 3(a) 601 (170) 431
Plant and equipment 548 - 548
Deferred tax assets 2(a) 199 819 1,018
Intangible assets 1(b) 3 37,519 37,522
TOTAL NON-CURRENT ASSETS 1,351 38,169 39,520
TOTAL ASSETS 17,332 36,297 53,629
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 3(a) 6,053 (170) 5,883
Borrowings 357 - 357
Current tax liabilities 1,109 - 1,109
-
Short-term provisions 1,598 1,598
Employee benefits 421 - 421
Other liabilities 2(b) 688 100 788
TOTAL CURRENT LIABILITIES 10,227 (70) 10,157
NON-CURRENT LIABILITIES
- - -
Borrowings
Deferred tax liabilities 16 - 16
Employee benefits 237 - 237
TOTAL NON-CURRENT LIABILITIES 254 - 254
TOTAL LIABILITIES 10,480 (70) 10,411
NET ASSETS 6,852 36,366 43,218
EQUITY
Issued capital 1(c) 0 43,218 43,218
Retained earnings 3(b) 6,852 (6,852) -
TOTAL EQUITY 6,852 36,366 43,218
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4.2.3 Notes to the Pro Forma Transactions

Notes to the Pro Forma transactions set out in the table at 4.2.2 are as follows:

Completion of the Acquisition Agreements, as set out in section 7 - including payment of estimated precompletion dividends by the Target Companies pursuant to the terms of the Acquisition Agreements. Specifically:

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1(a) – Cash and cash equivalents: $’000’s
Audited 30 June 2013 4,316
Add / deduct Pro Forma Transactions
• Estimated pre-completion dividend (4,113)
• Capital Raising net of costs 22,370
• Vendor payments (20,129)
Balance per pro forma 30 June 2013 2,444
1(b) – Intangible assets: Recognition of goodwill arising upon acquisition and consolidation of the Targets.
1(c) – Issued Capital: $’000’s
• Completion of the capital raising net of cash costs 22,370
• Shares issued to vendors 20,129
• net non-cash costs the capital raising are: (see note 2 of the Pro-Forma 719
Transactions below)
Balance per pro forma 30 June 2013 43,218
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The capital structure following listing and completion of the acquisitions is set out on page 10 of the Prospectus.

Non-cash costs of the capital raising of are:

2(a) - estimated deferred tax asset arising on capital raising costs $0.8 million; and

2(b) - estimated non-claimable portion of GST on capital raising costs ($0.1 million).

Elimination upon consolidation of:

3(a) - intercompany amounts between the Targets; and

3(b) - pre-acquisition retained earnings of the Targets.

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SECTION 4: FINANCIAL INFORMATION

4.3 Management discussion and analysis of Financial Information

4.3.1 Revenue

Table 4.3

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Historical Forecast
AUD ‘000 FY11 FY12 FY13 FY14
Revenue summary
People - S&P 24,434 29,706 38,344 44,936
Securus 2,529 3,122 3,665 4,907
Hacklabs 298 955 1,359 1,786
Security 2,827 4,078 5,025 6,693
Allcom Consulting - - 1,389 2,518
Allcom Networks 12,329 15,198 18,780 21,350
Communication 12,329 15,198 20,170 23,868
Consolidated 39,590 48,982 63,539 75,497
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Commentary on Revenue

The Target Companies have a history of revenue growth. From FY11 to FY13 compound growth in revenues, would be 24%. Revenue has grown from $39.6 million to $63.5M. Based on FY14 forecast, revenues are expected to grow by 19% to $75.5M FY13 to FY14.

The growth in revenue forecast for FY14 is attributed to organic growth from:

strong relationships with panels and sales partners, and reflects historical growth levels,
broadening of services and product offerings,
increased customer reliance on communications,
convergence of cloud and communication services, and
greater awareness by customers of reputational and security threats from cyber-crime and fraud.

As noted above the forecast only relies on organic growth from each of the Target Companies. No assumptions have been made for the aggregated businesses to leverage Panel and Preferred Supplier Agreements, or other cross-sell opportunities.

The majority of the revenue streams are derived from:

a) Daily and hourly rates,
i. Professional strategic, consulting and systems integration services with all revenues attributable to employees and contractors of PS&C, and
ii. Contracting of professional staff to organisations for a percentage of their daily and hourly rates.
b) Product sales
i. On-selling of products to customers to facilitate integration/implementation services, and
ii. Reselling partner products in the Communications division and, software solutions in the Security businesses.
c) Commission based income
i. Fees received for the permanent placement of professional staff,
ii. Commissions received for the in integration/implementation of virtual services such as cloud based IP telephony and data storage solutions on behalf of partners, and
iii. Managed services for payroll, security monitoring and maintenance contracts.

4.3.2 Gross Margins

Table 4.4

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Historical Forecast
FY11 FY12 FY13 FY14
Gross margin summary
Systems and People 12% 12% 13% 12%
People 12% 12% 13% 12%
Securus 47% 59% 58% 56%
Hacklabs 84% 66% 70% 65%
Security 51% 60% 61% 59%
Allcom Consulting Services - - 12% 33%
Allcom Networks 25% 22% 17% 22%
Communication 25% 22% 18% 23%
Gross Margin 19% 19% 19% 19%
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Commentary on Gross Margins

Systems and People has consistent margins across the periods. Slightly lower margins forecast in FY14 reflect an increasing proportion of annuity type managed payroll services, and reflects a modest growth rate in dollar terms.

Securus has seen a small decline in margins due to the increase of software sales in its product mix. However, this offering provides the business with the foundation of ongoing annuity type revenue streams from maintenance contracts.

Whilst there has been some variability to Hacklabs’ margins historically, it is anticipated that a relatively high margin will be achieved in FY14.

The Allcom Group is forecasting improved gross margins, reflecting a large proportion of works for the NSW Government, Telstra and other large corporate clients via Panel and Preferred Supplier Agreements. Margins are forecast to grow in FY14 from increased utilisation of existing resources and an improvement in revenue mix towards services.

Replacement Prospectus

SECTION 4: FINANCIAL INFORMATION

4.3.3 Overheads

Table 4.5

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Historical Forecast
AUD ‘000 FY11 FY12 FY13 FY14
Overhead summary
Overheads 4,809 5,874 6,224 7,105
Overheads % 12% 12% 10% 9%
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Commentary on Overheads

Overheads are principally management, new business development, administration, rent and general business costs. The forecast overheads will reduce as a percentage of revenue reflecting the scalable nature of the business as it grows its revenue base. The overhead for the FY14 year includes:

a) Costs associated with the employment of new business development staff who will concentrate on account service and management. This will allow the principals of the respective business units the necessary time to identify and win new business, and identify opportunities to work with other business units of PS&C; and
b) Approximately $700,000 of head office costs including costs associated with being a listed entity.

4.3.4 EBITDA and EBITDA margin

Table 4.6

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Historical Forecast
AUD ‘000 FY11 FY12 FY13 FY14
EBITDA summary
EBITDA 2,669 3,664 5,602 7,512
EBITDA margin 7% 7% 9% 10%
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Commentary on EBITDA and EBITDA margin

Gross margins in dollars have grown at a faster rate than overhead expenses resulting in increasing EBITDA margins from FY11 to FY13. The forecast growth in FY14 EBITDA margin is attributable to:

a) Increased utilisation rates for professional staff employed by the business units in the strategic, consulting and systems integration services;
b) Customers increased demand for existing services;
c) New offerings in software sales and maintenance; and
d) Scale benefits due to the relatively fixed cost nature of overheads.

4.3.5 EBIT

Table 4.7

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Historical Forecast
AUD ‘000 FY11 FY12 FY13 FY14
EBIT summary
Systems and People 1,320 1,750 3,033 3,463
People 1,320 1,750 3,033 3,463
Securus 39 603 772 1,603
Hacklabs 148 206 423 625
Security 187 809 1,195 2,228
Allcom Consulting Services - - 213 507
Allcom Networks 973 920 969 1,854
Communication 973 920 1,182 2,361
Corporate - - - (687)
Total EBIT 2,480 3,479 5,410 7,365
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Commentary on EBIT

EBIT has grown at a CAGR of 48% for the period FY11 to FY13. FY14 is expected to provide EBIT growth of 36%.

All Target Companies are expected to grow FY13 to FY14, with the largest increase attributable to the Security and Communications business units. Securus and Hacklabs have assumed a roll forward of their current sales books and activity rates based on known engagements, partially offset by forecast employment of additional staff.

The higher Systems and People EBIT can be attributed to:

a) an increase in sales, including contractor management, based on known engagements and historical run rates for previous periods; and
b) a decrease in overhead costs, attributable to productivity gains from recent completion of a software implementation for back office payroll processing.

The higher Securus EBIT can be attributed to:

a) an increase in sales of services and software, based on known engagements and historical run rates for the past year; and
b) a decrease in overhead costs.

The higher Hacklabs EBIT can be attributed to an increase in sales of services, based on known engagements and historical run rates for the past year.

The higher Allcom Group EBIT can be attributed to:

a) approximately $233,000 of costs relating to bad debts and foreign exchange losses that the Company does not consider to be recurring expenses in FY14; and
b) an increase of approximately $300,000 in Allcom Consulting Services EBIT for FY14 based on orders received for the first quarter; and a change in the sales mix towards higher margin services work, and an increase in overall sales.

Replacement Prospectus

SECTION 4: FINANCIAL INFORMATION

4.3.6 Cashflow

Commentary on Cashflow

NPAT is a broad guide to free cashflow. PS&C has low capital expenditure requirements, which are broadly in line with the depreciation expense.

PS&C has not forecast any debt facilities however, the option remains open to obtain a working capital facility if required.

Increases in working capital may be required in some instances. For example, there may be a timing mismatch between payment to a supplier for equipment and receipt of payment from the customer for provision of that equipment.

4.4 Basis of preparation of Forecast Financial Information

The Forecast Financial Information has been prepared by PS&C based on an assessment by PS&C as to its likely future operating conditions and a number of best estimate assumptions regarding future actions and events as set out in section 4.5.

The Directors believe that they have prepared the Forecast Financial Information with due care and attention, and consider all best-estimate assumptions when taken as a whole, to be reasonable at the time of preparing this Prospectus.

This information is intended to assist investors in assessing the reasonableness and likelihood of the assumptions occurring, and is not intended to be a representation that the assumptions will occur.

The Forecast Financial Information is subject to the risks set out in section 5.

The Forecast Financial Information assumes the successful implementation of investment and business decisions and strategies, which are subject to change. No assurance can be given that the investment and business decisions and strategies will be effective or that the anticipated benefits from them will be realised in the periods for which the Forecast Financial Information has been prepared.

Events and circumstances often do not occur as anticipated and therefore actual results will differ from the Forecast Financial Information. These differences may be material.

Neither PS&C, the Directors, nor any other person guarantees or provides any assurance as to the achievement of the Forecast Financial Information. The Forecast Financial Information should not be regarded as a representation or warranty that PS&C will achieve, or is likely to achieve, any particular results. Actual events and outcomes may differ in quantum and timing from those assumed, with material consequential positive or negative impact on PS&Cs actual earnings. Accordingly, investors should be aware of the risks of placing undue reliance on the Forecast Financial Information.

Prospective investors are advised to review the best estimate assumptions set out in section 4.5 in conjunction with the sensitivity analysis set out in section 4.6, the risk factors set out in section 5, together with other information provided in this Prospectus.

4.5 Best-Estimate Assumptions

The material general assumptions made when preparing the Forecast Financial Information follow. As the operating and financial performance of PS&C is influenced by a variety of general economic and business conditions worldwide, including the levels of inflation, interest rates, exchange rates, and government, fiscal, monetary and regulatory policies, the Forecast Financial Information assumes that there will be no material changes in these conditions.

4.5.1 General Best-Estimate Assumptions

The Forecast Financial Information is based on the following general assumptions:

a) there is no material amendment to any material agreement relating to the PS&C business units;
b) there are no material acquisitions or disposals during the Forecast Period outside the transactions disclosed in this Prospectus;
c) there are no changes to the PS&C capital structure other than those set out in, or contemplated by this Prospectus;
d) there are no material changes to the statutory, legal or regulatory environment, including taxation that would have a material adverse impact on PS&C’s operations;
e) there are no material changes in industrial, political or economic conditions with respect to the legal industry generally or tort law particularly;
f) there is no change in key management personnel;
g) there are no material beneficial or adverse effects arising from the actions of competitors; and
h) there are no material changes in Australian Accounting Standards or other mandatory professional reporting requirements that would have a material effect on the Forecast Financial Information.

4.5.2 Specific Best-Estimate Assumptions

Revenue

The following specific best-estimate assumptions have been applied in preparing the Forecast Financial Information.

a) Productivity – Consistent with current and non-productive time for public holidays. Charge out rates are assumed to cover anticipated salary and overhead increases over the forecast period. New staff will take between one and three months to become as productive as existing staff.
b) Recoverability– No material bad debts are incurred; and
c) New Revenue Streams – New business development staff will take between one and three months to become productive, existing customers will honour existing and proposed plans over the next 18 months and historical run rates on successful outcomes of request for proposals and competitive quoting will continue.

Replacement Prospectus

SECTION 4: FINANCIAL INFORMATION

Expenses

An allowance has been made over the Forecast Period for:

a) increases in salaries and overheads consistent with historical levels, or where anticipated increases differ to this historical trend, the higher figure, throughout the Forecast Period;
b) salaries for new employees; and
c) incremental public company costs and operational expenses.

Income Tax

In estimating the forecast income tax expense, an effective corporate tax rate of 30% has been applied. Nondeductible expenses and other timing differences are not material.

4.6 Sensitivity Analysis

The Forecast Financial Information detailed in sections 4.1 to 4.8 has been prepared with reference to a number of estimates and assumptions, including the General and Specific Assumptions set out in section 4.5. Both the Forecast Financial Information and the specific best-estimate assumptions are by their very nature subject to inherent business, economic and political uncertainties and risks. Many of these are outside the control of the Directors and are not predictable. Therefore, actual financial results may vary from those forecast and variations may be materially positive or negative.

The following table (4.8) demonstrates the potential impact on profitability that may arise from variations in revenue and gross margin. Sensitivities are calculated based on increases and decreases in revenues by service and product offerings, and variations in gross margins by service and product offerings.

Care should be taken when interpreting the information as it demonstrates broad movements in profitability that may be a variation in isolation or a combination of potential variations in any of the areas noted above.

Circumstances that may give rise to any particular variation may or may not result in variations elsewhere. It is possible that multiple sets of circumstances could give rise to movements in more than one category and those movements may have cumulative or off-setting effects on profitability. Table 4.8

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AUD ‘000
Sensitivity Analysis Change in Change in Change in Change in
Revenue Revenue EBIT Revenue EBIT
Services +/- 5 % +/- 511 +/- 10 % +/- 1,022
Products +/- 5 % +/- 220 +/- 10 % +/- 440
Sensitivity Analysis Change in Gross Change in Change in Gross Change in
Gross Margin Margin EBIT Margin EBIT
Services +/- 1 % +/- 603 +/- 2 % +/- 1,206
Products +/- 1 % +/- 152 +/- 2 % +/- 304
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Commentary on Sensitivity Analysis

The major drivers of PS&C’s profitability include the number of engagements awarded by panels, placement of fee-earners, volume of sales by partner customers, engagements won from short term assignments and pricing. The sensitivity of the Forecast Financial Information has been presented based on these key drivers, illustrated by movements in sales volumes and margin achievement. There are many other factors that could impact profitability and the Directors in no way imply that this is a comprehensive analysis.

4.7 Reconciliation of Historical Financial Information to Statutory Net Profit After Tax

Table 4.9

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Historical (Audited) Forecast (Unaudited)
AUD ‘000 FY11 FY12 FY13 FY14
Reconciliation to statutory EBIT
Pro-forma EBIT 2,480 3,479 5,410 7,365
Add / less normalisations
add back adjustment to
increase vendor wages who had
previously taken dividends 270 270 270 -
add back restructuring /
transaction costs - - - (126)
Equals statutory EBIT 2,750 3,749 5,680 7,238
Interest income 228 252 128 -
-
Interest expense (86) (84) (78)
Profit before tax 2,892 3,916 5,730 7,238
Income tax expense (716) (1,261) (1,719) (2,172)
Income tax expense % 24.7% 32.2% 30.0% 30.0%
Net Profit after tax 2,176 2,655 4,011 5,066
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4.8 Summary of Significant Accounting Policies

The Financial Information covers PS&C and entities it is anticipated PS&C will control as a consolidated entity. PS&C is a for profit company, limited by shares, incorporated and domiciled in Australia.

(a) Basis of Preparation

The financial information has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The Financial Information was authorised for issue by the Directors. The Financial Information set out in the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are usually provided in a general purpose financial report prepared in accordance with the Corporations Act 2001.

The Financial Information has been prepared under the historical cost convention, as modified by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Compliance with Australian Accounting Standards ensures that the Financial Information complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently the Financial information has been prepared in accordance with and complies with IFRS as issued by the IASB.

The following is a summary of material accounting policies adopted by the consolidated entity in the preparation and presentation of the financial information. The accounting policies have been consistently applied, unless otherwise stated.

Replacement Prospectus

SECTION 4: FINANCIAL INFORMATION

(b) Principles of Consolidation

The consolidated financial information is that of the consolidated entity, comprising the financial information of the parent entity and of all the controlled entities, from the date on which control is obtained until the date that control is lost.

Intragroup assets, liabilities, equity, income, expenses and cashflows relating to transactions between entities of the consolidated entity have been eliminated in full for the purpose of this consolidated financial information.

Appropriate adjustments have been made to a controlled entity’s financial information where the accounting policies used by that entity differ from those adopted in the consolidated financial information.

Non-controlling interests

Non-controlling interests (i.e. equity in a subsidiary not attributable directly or indirectly to a parent) are presented in the consolidated financial information within equity separately from the equity of the owners of the parent.

(c) Comparative Amounts

Comparatives are consistent with prior years, unless otherwise stated.

(d) Income Tax

The tax expense recognised in the statement of comprehensive income relates to current income tax expense plus deferred tax expense (being the movement in deferred tax assets and liabilities and unused tax losses during the year).

Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial information.

Deferred tax is not provided for the following:

The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Taxable temporary differences arising on the initial recognition of goodwill.

Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the consolidated entity is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax consequences relating to a non-monetary asset carried at fair value are determined using the assumption that the carrying amount of the asset will be recovered through sale.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised.

Current tax assets and liabilities are offset where there is a legally enforceable right to set off the recognised amounts and there is an intention either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are offset where there is a legal right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively.

Tax Consolidation

The parent entity and its controlled entities intend to form an income tax consolidated group under the tax consolidation legislation. The parent entity is responsible for recognising the current tax liabilities and deferred tax assets arising in respect of tax losses, for the tax consolidated group. The tax consolidated group will also enter into a tax funding agreement whereby each company controlled by PS&C contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

(e) Revenue

Revenue is recognised when the amount of the revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the entity and specific criteria relating to the type of revenue as noted below, has been satisfied.

Revenue is measured at the fair value of the consideration received or receivable and is presented net of returns, discounts and rebates.

All revenue is stated net of the amount of goods and services tax (GST).

Sale of Goods

Revenue is recognised on transfer of goods to the customer as this is deemed to be the point in time when risks and rewards are transferred and there is no longer any ownership or effective control over the goods.

Rendering of Services

Revenue in relation to rendering of services is recognised upon delivery of the service to the customer or when the outcome of the services can be measured reliably. If the latter is applicable, then the stage of completion of the services is used to determine the appropriate level of revenue to be recognised in the period.

If the outcome cannot be reliably measured then revenue is recognised to the extent of expenses recognised that are recoverable

Interest Revenue

Interest is recognised using the effective interest method.

Replacement Prospectus

SECTION 4: FINANCIAL INFORMATION

(f) Cash and Cash Equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Bank overdrafts also form part of cash equivalents for the purpose of the statement of cash flows and are presented within current liabilities on the statement of financial position.

(g) Inventories

Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the individual item basis and are net of any rebates and discounts received.

(h) Plant and Equipment

All classes of plant and equipment are stated at cost less depreciation and any accumulated impairment losses.

Depreciation

Plant and equipment is depreciated on a straight-line or reducing balance method from the date that management determine that the asset is available for use.

Assets held under a finance lease and leasehold improvements are depreciated over the shorter of the term of the lease and the assets useful life.

(i) Intangibles

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the consolidated entity’s share of net identifiable assets of the acquired business or entity at the date of acquisition.

Goodwill is not amortised but is tested for impairment annually and is allocated to the consolidated entity’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment.

Goodwill is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.

(j) Impairment

At the end of each reporting period, the consolidated entity determines whether there is evidence of an impairment indicator for non-financial assets.

Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.

Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.

(k) Acquisition of Assets

All assets acquired, including plant and equipment and intangibles, other than goodwill, are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

(l) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the Group, are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the life of the lease term.

(m) Employee Benefits

Provision is made for the consolidated entity’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled.

Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cashflows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cashflows.

(n) Provisional Accounting for Initial Business Combination

The initial accounting treatment for business combinations acquired and included in the Pro Forma Statement of Financial Position have been determined provisionally, as allowed under Australian Accounting Standards, as the fair values to be assigned to the purchased intangibles under the agreements are yet to be determined. All amounts attributable to purchased intangibles have been included as goodwill for purposes of the Pro Forma Balance Sheet. Any adjustments to the values shall be made once all relevant information is available.

In accordance with AASB 3 Business Combinations the measurement period is the period after the acquisition date during which the acquirer may adjust the provisional amounts recognised for a business combination. However, the measurement period shall not exceed one year from the acquisition date.

To the extent there is a movement in the purchase consideration post the measurement period this movement will be through the Statement of Comprehensive Income.

(o) Financial Instruments

Classification

The consolidated entity classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the instruments were acquired. Management determines the classification of its financial instruments at initial recognition.

Replacement Prospectus

Loans and receivables

Loans and receivables are measured at fair value at inception and subsequently at amortised cost using the effective interest rate method.

Deferred consideration

Deferred consideration payable on business acquisitions is measured at fair value at inception and subsequently amortised cost using the effective interest rate method.

Financial liabilities

Financial liabilities include trade and other payables (including finance lease liabilities) and loans from third parties including inter-company balances, which are measured at amortised cost using the effective interest rate method.

(p) Goods and Services Tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payable are stated inclusive of GST.

The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the statement of financial position.

(q) Foreign Currency Transactions and Balances

Functional and Presentation Currency

The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Transactions and Balances

Foreign currency transactions are recorded at the spot rate on the date of the transaction.

At the end of the reporting period:

Foreign currency monetary items are translated using the closing rate;
Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges.

SECTION 5 RISK FACTORS

Replacement Prospectus

SECTION 5: RISK FACTORS

You should carefully consider the following factors and other information in this Prospectus before deciding to invest in the Company. An investment in Shares in the Company involves a high degree of risk. If any of the following risks actually occur, the Company’s business, financial condition, results of operations and prospects for growth may suffer. As a result, you could lose all or part of your investment.

SPECIFIC KEY RISKS

This Section describes certain specific but not all risks associated with an investment in PS&C. Prospective investors should read the whole of this Prospectus in order to fully understand how PS&C intends to operate its business before deciding to invest or not.

Industry Growth Risk

As a result of slower than expected growth in the ICT industry PS&C may experience a lower than expected level of demand for its contractor, cyber security and network infrastructure services.

Specifically, the market segments that PS&C has identified as being integral to its success and growth, including but not limited to the government, mining and financial services sectors, may experience either low or slower than expected growth.

Key Personnel

The Company relies on a number of key employees, consultants and contractors. There is a risk that the Company may fail to retain or develop key employees, consultants and contractors and this would have a negative affect upon the development of the Company and its operations, as well as the Company’s financial performance. While the Company has put into place employment agreements with all of its key employees, there can be no guarantee that those key employees and consultants will remain with the Company.

Industry Competition

PS&C’s performance may be affected by the level of competition in the markets and ICT industry segments in which it operates. Increased competition may result in general price reductions, causing reduced operating margins and a possible loss of market share for PS&C. In addition, PS&C’s prospects for growth may suffer if it is unable to secure the quality and quantity of new employees or contractors it requires to facilitate its growth due to industry competition for these employees.

Level of work

Systems and People, Securus, Hacklabs and the Allcom Group are parties to a number of Panel and Preferred Supplier Agreements, supply agreements and professional services agreements. A number of these agreements rely on the issue of specific statements of work requesting the relevant PS&C business unit to perform services or supply a product. As such, these agreements typically do not guarantee minimum levels of work. Accordingly, there is a risk that, whilst an agreement (such as a professional services agreement) remains effective and in place, the level of work requested by counterparties under the agreement through statements of work or purchase orders may decrease or cease entirely. Such a reduction in the level of work provided under these agreements could adversely affect the Company’s financial performance.

Contractual Risks

PS&C derives revenue from parties who are in contractual relationships with PS&C or its controlled entities. Despite the legal rights of PS&C, there is a risk that the party will be unwilling or unable to fulfil its contractual obligations or will exercise a right of termination under a PS&C contract for convenience or due to a material breach of a term of the contract by one or both parties. In particular, under many of PS&C’s agreements the contractual relationship may be terminated without cause on relatively short notice periods. Further, several agreements contain change of control provisions which provide a contractual party with a right of termination which may be exercised in certain circumstances.

Costs Overrun Risk

There is risk that costs of PS&C’s business operations and the costs of maintaining PS&C’s workforce may be greater than initially anticipated by the Company, which may negatively affect the Company’s profitability. This may arise as a result of either unexpected costs or higher than expected costs being incurred.

Technology Risks

There is a risk that, as marketable technologies continue to develop in the ICT industry, there may be certain information technology and product developments that supersede, and render obsolete, the existing product and service offering of PS&C. This would negatively affect the Company’s profitability.

OTHER SPECIFIC RISKS

While it is difficult to evaluate the potential effect that a risk may have on the financial performance of the Company, the Board is of the view that the risks set out below may have a lesser impact on the financial performance of the Company than those Specific Key Risks discussed above.

Financing Requirements

PS&C’s Directors expect that the Company will have sufficient resources to enable it to achieve its current business objectives. However, if circumstances arise that require further financing, there can be no assurance that further financing will be obtained on reasonable or acceptable terms.

Company Growth and Integration Risks

If PS&C seeks to grow via acquisition, the Directors believe that PS&C has the right business model and characteristics to attract organisations that will complement the business. However, in relation to any growth via acquisitions, there is a risk that acquisitions will encounter unforeseen integration issues. Further to this, there is a risk that any synergies which may be targeted do not eventuate or are less pronounced than first envisaged. In addition, there is a risk that PS&C is either unable to find potential and suitable acquisition targets, is unable to agree to terms of sale with any acquisition targets, or agrees to terms that are less favourable than it initially anticipated. All of these risks may negatively affect PS&C’s growth prospects.

Liability and Insurance Risk

The Company’s insurance arrangements may not be adequate to protect the Company against liability for losses relating to public liability, property damage, product liability, business interruption and other risks that may arise in the course of its operations. Should PS&C be unable to maintain adequate insurance to cover these risks or experience claims for losses in excess of the level of its insurance coverage, the Company’s financial performance could be materially affected.

Replacement Prospectus

Counterparty Risk

In respect of contracts entered into by PS&C and its business units, there is a risk that counterparties will be unwilling or unable to fulfil their contractual obligations or will exercise a right to terminate the contract.

By way of example, PS&C may contract to supply a customer certain equipment and in turn PS&C will contract with a third party to supply that equipment to PS&C. In the event that the third party is unable or unwilling to provide the equipment to PS&C, it may result in PS&C being unable to supply that equipment to its customer. In these circumstances PS&C will be exposed to a claim for breach of contract.

Litigation and Dispute Risk

From time to time, the Company may be involved in litigation in relation to issues such as contractual, personal injury, employee and other claims which may arise in the ordinary course of business. Any claim made against the Company may adversely impact upon the operational and financial performance of the Company, and may also negatively impact on the Company’s Share price. In addition, should the Company decide to pursue claims against a third party, including any party with whom PS&C has entered into agreements, this process may incur significant management and financial resources, and a positive outcome for the Company cannot be guaranteed. Further, even if the Company was successful in obtaining a judgment against a third party, the Company may be unable to recover any monies from that party. For example, the relevant third party may have inadequate financial resources to cover any damages judgment which is awarded in favour of PS&C.

Government Legislation

Australian and international government legislation is subject to review and change from time to time. Any such change is likely to be beyond the control of the Company and could affect both industry and the Company’s profitability. Revenues and operating costs of the Company may be affected by change in international, federal, state, or local government laws, regulations or policies, or in taxation legislation.

GENERAL RISKS

In addition to the specific risks outlined above, there are a range of general risks associated with the Company’s operations. Factors such as government legislation, inflation, interest rates, taxation law, accounting standards, natural disasters, social upheaval, war and terrorism may have an impact on prices, operating costs and market conditions generally. PS&C’s operations and future profitability can be affected by these factors, which are beyond the control of the Company.

SECTION 6 INVESTIGATING ACCOUNTANTS REPORT AND FINANCIAL SERVICES GUIDE

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Replacement Prospectus

SECTION 6: INVESTIGATING ACCOUNTANTS REPORT AND FINANCIAL SERVICES GUIDE

7 November 2013

The Directors PS&C Ltd C/o Anzarut & Holm Lawyers Level 2, Professional Chambers 120 Collins Street MELBOURNE VIC 3000

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Dear Sirs,

Investigating Accountant’s Report on the Pro-forma Historical Financial Information, Pro Forma Balance Sheet and Forecast Financial Information

1. Introduction

PS&C Ltd (“ PS&C ” or “ the Company ”) was established on 9 July 2013 and has entered into agreements to acquire all of the issued capital of the following companies:-

Systems and People Pty Ltd
Securus Global Consulting Pty Ltd
Hacklabs Pty Ltd
Allcom Networks Pty Ltd
Allcom Consulting Services Pty Ltd

(collectively the “ Target Entities ”)

On 31 October 2013, the Company lodged an Initial Public Offering Prospectus with the Australian Securities and Investments Commission (“ ASIC ”). ASIC requested the Company provide additional disclosure in respect of key movements in items set out in the Pro Forma Balance Sheet. These have been prepared and take the form of Notes to the Pro Forma Balance Sheet. The Company intends to issue a Replacement Prospectus on or about 7 November 2013 which incorporates this additional information and makes certain consequential changes (“the Replacement Prospectus ”).

Nexia Melbourne Pty Ltd (“ Nexia ”) has prepared this Investigating Accountant’s Report (“ the Report ”) on the financial information of PS&C (incorporating the Target Entities) for inclusion in the Replacement Prospectus.

Expressions and terms defined in the Replacement Prospectus have the same meaning in this Report.

Nexia holds the appropriate Australian Financial Services Licence (AFS licence Number 247262). Gary Graco is a Director and representative of Nexia. We have included our Financial Services Guide is attached as Appendix A to this Report.

2. Scope

Nexia has been requested to prepare this report in respect of the financial information described below.

Historical Financial Information

The historical financial information, detailed in sections 4.2, 4.3 and 4.7 and set out in tables 4.1; 4.2; 4.3; 4.4; 4.5; 4.6; 4.7 and 4.9 of the Replacement Prospectus comprises the historical income statement summary and summary disclosures and reconciliations tables for the years ended 30 June 2011 (FY11), 30 June 2012 (FY12) and 30 June 2013 (FY13) of the Target Entities, as if they were members of a single PS&C consolidated group, and incorporating normalised adjustments as described in table 4.9 (the “ Historical Financial Information ”).

The Historical Financial Information has been extracted from the audited statutory financial statements of the Target Entities, which were audited by Nexia Melbourne in accordance with Australian Auditing Standards and on which unqualified audit opinions were issued.

Pro Forma Balance Sheet

The pro forma balance sheet detailed in section 4.2 and set out in table 4.2 of the Replacement Prospectus comprises the pro forma balance sheet as at 30 June 2013 (the “ Pro Forma Balance Sheet ”).

The Pro Forma Balance Sheet has been extracted from the audited statutory financial statements of the Target Entities, which were audited by Nexia Melbourne in accordance with Australian Auditing Standards and on which unqualified audit opinions were issued, and assumes completion of the proposed transactions outlined in section 4.2.3.

Forecast Financial Information

The forecast financial information, detailed in sections 4.2,4.3,4.4,4.5 and 4.6 and set out in tables 4.1; 4.3; 4.4; 4.5; 4.6; 4.7; 4.8 and 4.9 of the Replacement Prospectus comprises forecast income statement summary and summary disclosures and reconciliations tables for the year ending 30 June 2014 (“FY14”) of the Company and the Target Entities, as if they were members of a single PS&C consolidated group (hereafter the “ Forecast Financial Information ”).

The Historical Financial Information, Pro Forma Balance Sheet and Forecast Financial information is collectively the “Financial Information”.

The Financial Information is presented in the Replacement Prospectus in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Nexia disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which this Report relates for any purpose other than the purposes for which it was prepared. This report has been prepared for inclusion in the Replacement Prospectus and should be read in conjunction with it.

3. Scope of Review

Historical Financial information and Pro Forma Balance Sheet

The Historical Financial Information and Pro Forma Balance Sheet incorporates such adjustments and pro forma transactions as the Directors considered necessary to present the Historical Financial information and Pro Forma Balance Sheet on a basis consistent with the Forecast Financial information.

The Directors are responsible for preparation of the Historical Financial Information and Pro Forma Balance Sheet, including the determination of the Pro Forma Transactions and normalisation adjustments. This includes responsibility for such internal control as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Balance Sheet that are free from material misstatement, whether due to fraud or error.

We have conducted our review of the Historical Financial information and Pro Forma Balance Sheet in accordance with Australian Auditing Standards applicable to review engagements. We made such inquiries and performed

› An analytical review of the financial performance of the Target Entities for the relevant historical periods;
› A review of audit work papers and other documents;
› A review of adjustments made to the Historical Financial information and Pro Forma Balance Sheet;
› A review of the assumptions (which include the Pro Forma transactions) used to compile the Pro Forma Balance Sheet;

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SECTION 6: INVESTIGATING ACCOUNTANTS REPORT AND FINANCIAL SERVICES GUIDE

› A comparison of the consistency in application and recognition and measurement principles under Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by PS&C as disclosed in Section 4.8 of the Replacement Prospectus; and
› Enquiry of Directors’, management of the Target Entities and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Historical Financial information or the Pro Forma Balance Sheet.

Forecast Financial Information

The Directors are responsible for the preparation of the Forecast Financial Information, including the best-estimate assumptions on which the Forecast Financial Information is based and the sensitivity of the Forecast Financial information to changes in key assumptions.

Our review of the best estimate assumptions underlying the Forecast Financial information was conducted in accordance with Australian Auditing Standards applicable to review engagements. Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures we considered necessary to form an opinion as to whether anything has come to our attention which causes us to believe that:

(a) the Directors’ best estimate assumptions do not provide reasonable grounds for the preparation of the Forecast Financial Information;
(b) in all material aspects, the Forecast Financial Information;
(i) was not prepared on the basis of best-estimate assumptions;
(ii) does not present fairly the income statement summary of PS&C for FY14 in accordance with the recognition and measurement principles (but not all of the presentation and disclosure requirements) of applicable Australian Accounting Standards and other mandatory professional reporting requirements in Australia and the accounting policies adopted by PS&C as summarised in Section 4.8 of the Replacement Prospectus; or
(c) the Forecast Information is unreasonable.

The Directors are responsible for the preparation of the Forecast Financial Information in order to provide investors with a guide to the potential financial performance of the Company based upon achievement of certain economic, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. This includes responsibility for such internal control as the directors determine are necessary to enable the preparation of Forecast Financial Information that is free from material misstatement, whether due to fraud or error.

There is considerable degree of subjective judgment involved in preparing forecasts since they relate to events and transactions that have not yet occurred and may not occur. Actual results may vary positively or negatively from the Forecast Financial Information since anticipated events or transactions frequently do not occur as expected and the variation may be material. The Directors’ best-estimate assumptions on which the Forecast Financial Information is based related to future events and/or transactions that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of the Company. Evidence may be available to support the Directors’ best-estimate assumptions on which the Forecast Financial Information is based however such evidence is generally future-oriented and therefore speculative in nature. The Forecast Financial Information is therefore only indicative of the financial performance which may be achieved. Accordingly investors should have regard to the description of investment risks and sensitivity analysis as set out in Sections 5 and Section 4.6 respectively of the Replacement Prospectus.

Our review of the Forecast Financial Information and the best estimate assumptions upon which the Forecast Financial Information has been based is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards. We are therefore not in a position to express a reasonable assurance conclusion on those best-estimate assumptions, and accordingly, provide a lesser level of assurance on the reasonableness of the Directors’ best-estimate assumptions. The limited assurance conclusion expressed in this Report has been formed on the above basis. We have not performed an audit and do not express an audit opinion on the Forecast Financial Information. This Forecast Financial Information has been prepared by the directors for inclusion in the Replacement Prospectus. We disclaim any assumption of responsibility for any reliance on this Report, or the Forecast Financial Information to which it relates, for any purposes other than for which it was prepared. We have assumed, and relied on representations from Directors that all material information concerning the prospects and proposed operations of the Company and the Target Entities, has been disclosed to us and that the information provided to use for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

4. Review Conclusions

Review conclusion on Historical Financial Information and Pro Forma Balance Sheet

Based on our independent review, which is not an audit, nothing has come to our attention which causes us to believe that:

(a) the Historical Financial Information does not present fairly the Income Statement for FY11, FY12 and FY13;
(b) the pro forma transactions do not provide a reasonable basis for the Pro Forma Balance Sheet;
(c) the Pro Forma Balance Sheet has not been prepared on the basis of the pro forma transactions as set out in Section 4.2.3 of the Replacement Prospectus;
(d) the Pro Forma Balance Sheet is not presented fairly as at 30 June 2013 in accordance with the measurement and recognition requirements: (but not all of the presentation and disclosure requirements) of Australian Accounting Standards and the accounting policies adopted by PS&C as summarised at section 4.8 of the Replacement Prospectus.

Review conclusion on Forecast Financial Information

Based on our review of the Forecast Financial Information, which is not an audit, and based on an investigation of the reasonableness of the Directors’ best-estimate assumptions giving rise to the prospective financial information, nothing has come to our attention which causes us to believe that:

(a) the directors’ best estimate assumptions do not provide reasonable grounds for the preparation of the Forecast Financial Information;
(b) in all material aspects, the Forecast Financial Information;
(i) was not prepared on the basis of best-estimate assumptions; and
(ii) does not present fairly the income statement summary and summary disclosures and reconciliations tables of PS&C for FY14 in accordance with the recognition and measurement principles (but not all of the presentation and disclosure requirements) of applicable Australian Accounting Standards and other mandatory professional reporting requirements in Australia and the accounting policies adopted by PS&C as summarised in Section 4.8 of the Replacement Prospectus as if the best estimate assumptions set out in Section 4.5 of the Replacement Prospectus; and
(c) the Forecast Financial Information is unreasonable.

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5. Subsequent Events

Apart from matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief no material transactions or events outside of the ordinary course of business of the Company or the Target Entities have come to our attention that would require comment on, or adjustment to, the information referred to in our report or that would cause such information to be misleading or deceptive.

6. Restriction on Use

Without modifying our conclusions, we draw attention to Section 4.1 of Replacement Prospectus, which describes the purpose of the Historical Financial Information, the Pro Forma Balance Sheet and Forecast Financial Information, being for inclusion in the Replacement Prospectus. As a result, the Historical Financial Information, the Pro Forma Balance Sheet and Forecast Financial Information may not be suitable for use for another purpose.

7. Consent

Consent to the inclusion of this Investigating Accountant’s Report in the Replacement Prospectus in the form and context in which it appears has been given. At the date of this report, this consent has not been withdrawn.

8. Liability

The Company has agreed to indemnify and hold harmless Nexia and its employees from any claims arising out of misstatement or omission in any material or information supplied by the Company to Nexia.

9. Independence or Declaration of Interest

Neither Nexia nor its partners or employees has any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion on this matter. Nexia Melbourne provided audit and other services to PS&C and the Target Entities, for which normal professional fees will be received, and Nexia will receive a professional fee for the preparation of this Report.

Yours faithfully

Nexia Melbourne Pty Ltd

Holder of Australian Financial Services Licence No: 247262

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GARY GRACO Director and Authorised Representative

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APPENDIX A

Nexia Melbourne Pty Ltd Financial Services Guide

This Financial Services Guide is dated 7 November 2013.

1. About us

Nexia Melbourne Pty Ltd (ABN 25 825 209 842, Australian Financial Services Licence no 247262) (“Nexia”) has been engaged to provide a report in the form of an Investigating Accountant’s Report (the “Report”) for inclusion with the Replacement Prospectus to be issued by PS&C Ltd and dated on or about 7 November 2013 in connection with the initial public offering of 25 million shares at an offer price of $1.00 to raise $25 million.

The Report is to be included in the Replacement Prospectus.

2. This Financial Services Guide

This Financial Services Guide (“FSG”) is designed to assist retail clients in their use of any general financial product advice contained in the Report. This FSG contains information about Nexia generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the Report, and how complaints against us will be dealt with.

3. Financial services we are licensed to provide

Our Australian Financial Services Licence allows us to provide, only in the capacity of providing reports, general financial product advice in relation to various financial products such as securities, interests in managed investment schemes and superannuation to retail and wholesale clients.

4. General financial product advice

The Report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

We have been engaged to issue a Report in connection with a financial product of another person. Our Report will include a description of the circumstances of our engagement and identify the person who has engaged us.

Although you have not engaged us directly, a copy of the report will be provided to you as a retail client because of your connection to the matters on which we have been engaged to report.

5. Remuneration for our services

Nexia charges fees to produce reports, including this Report. These fees are agreed with, and will be paid by, the entity that engages Nexia to provide a Report.

Our fees are charged on a time cost basis or as a fixed amount, having regard to the time and expertise likely to be engaged in the preparation of the report.

Nexia will receive a maximum fee of $90,000 (plus GST) for the preparation of this Report. Directors or employees of Nexia or other associated entities may receive partnership distributions, salary or wages from Nexia.

6. Associations with issuers of financial products

Nexia and its authorised representatives, employees and associates may from time to time have relationships with the issuers of financial products.

7. Liability

The liability of Nexia is limited to the contents of this Financial Services guide and the Report.

8. Compensation

Nexia has professional indemnity insurance cover for reports of this nature under its professional indemnity insurance policy. This policy meets the compensation arrangement requirements of section 912B of the Corporations Act 2001.

9. Complaints

If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner. In addition, a copy of our internal complaints handling procedure is available upon request.

10. Contact Details

Nexia can be contacted by sending a letter to the following address:

AFS Compliance Manager Nexia Australia Level 18, 530 Collins St, Melbourne, Vic, 3000

Replacement Prospectus

SECTION 7 MATERIAL AGREEMENTS

Replacement Prospectus

SECTION 7: MATERIAL AGREEMENTS

Executive Agreements

The executive Directors and the senior management of PS&C will enter into executive employment agreements. Post listing PS&C will employ the following executives and senior management:

Kevin McLaine - Managing Director
Julian Graham - Chief Financial Officer and Company Secretary
(collectively “the PS&C Executives ”)
Leanne O’Connor – Systems & People
Barry Olic – Allcom Consulting Services
Drazen Drazic – Securus
Chris Gatford – Hacklabs
Andrew Leigh –Allcom Networks
Mike Smith – Allcom Networks

(collectively “the Vendor Executives ”)

PS&C Executive Agreements– Key Terms Summary

Each of the PS&C Executives will enter into an independent executive agreement with PS&C ( PS&C Executive Agreements ). There are variations between each of the respective PS&C Executive Agreements in relation to, for example, remuneration and leave entitlements. However, the following terms below are uniform between each of the PS&C Executive Agreements:

The PS&C Executives must substantially devote all of their time, attention and skill to the business of the Company during ordinary business hours and at other times reasonably necessary to fulfil their duties.
During the PS&C Executives employment they must not carry on or be concerned in a business or occupation other than the Company’s business without prior written consent of the Board.
The Company may terminate the employment of the PS&C Executives by providing 9 months written notice.
The PS&C Executives may terminate their employment with PS&C by providing 6 months written notice to the Company.
The PS&C Executives must preserve the confidentiality of all of PS&C’s confidential information.
PS&C may terminate a PS&C Executive Agreement without notice if the PS&C Executive commits a serious breach of the PS&C Executive Agreement or otherwise engages in serious misconduct.

Vendor Executive Agreements– Key Terms Summary

Each of the Vendor Executives will enter into an independent executive agreement with PS&C ( Vendor Executive Agreements ). There are variations between each of the respective Vendor Executive Agreements in relation to, for example, remuneration and leave entitlements. However, the key material terms summarised below are uniform across the Vendor Executive Agreements.

The Vendor Executives are employed on 36 month fixed term contracts.
The Vendor Executives must substantially devote all of their time, attention and skill to the business of the Company during ordinary business hours and at other times reasonably necessary to fulfil their duties.
During the Vendor Executives employment they must not carry on or be concerned in a business or occupation other than the Company’s business without prior written consent of the Board.
Following the end of the Vendor Executives employment they will be restrained for 12 months within Australia from:

i. Enticing any employee, consultant or contractor into leaving PS&C;
ii. Becoming involved in any way with the business of one of PS&C’s customers; and
iii. Becoming involved in any way with any competitor of PS&C.
The Vendor Executives must preserve the confidentiality of all of PS&C’s confidential information.
If the Vendor Executive remains in employment after the end date of the fixed term, either party may terminate the agreement by giving 3 months notice.
PS&C may terminate a Vendor Executive’s employment without notice if the Vendor Executive commits a serious breach of the Vendor Executive Agreement or otherwise engages in serious misconduct.

Moonah Capital Partners Pty Ltd Agreement

The Company has engaged Moonah Capital Partners Pty Ltd (ACN 137 600 901) ( MCP ) to provide corporate advisory services in relation to the Offer ( MCP Agreement ). Under the terms of the MCP Agreement in the event of the Company successfully listing on the ASX it must pay MCP a success fee of $850,000 (plus GST). In addition, the Company must pay MCP a retainer of $15,000 (plus GST) per month for ongoing advisory services commencing on 1 July 2014 following a successful listing on the ASX ( Retainer ). Following the commencement of the Retainer, either PS&C or MCP may terminate the MCP Agreement without cause by providing the other party with 60 days notice.

Officer’s Indemnity, Insurance & Access Deed

The Company has entered into Deeds of Indemnity, Insurance and Access (Deeds) with all Directors of the Company. The Deeds provide that the Company will indemnify the Directors against liabilities, costs and expenses as permitted under the Corporations Act, related to each Director’s period of office.

In addition, under the Deeds the Company must arrange and maintain Directors’ and Officers’ insurance during each Director’s period of office and for a period of 7 years after a Director ceases to hold office. Further, the Company must allow each Director access to papers, documents and other information relating to the affairs of the Company during the period the Director is an officer of the Company and for a period of 7 years after the Director ceases to hold office.

UNDERWRITING AGREEMENT

The Offer is fully underwritten by the Underwriter pursuant to an underwriting agreement between the Company and the Underwriter ( Underwriting Agreement ). Under the Underwriting Agreement, the Underwriter has agreed to manage and underwrite the Offer.

Commission, fees and expenses

The Company has agreed to pay the Underwriter a fee equal to 4.5% of the gross proceeds of the Offer. ( Underwriting Fee ) The Underwriting Fee will become payable by the Company on settlement of the Offer. In addition, to the Underwriting Fee, PS&C may in the Company’s absolute discretion pay the Underwriter an additional incentive fee of 0.5% of the gross proceeds of the Offer.

In addition to the fees described above, the Company has agreed to reimburse the Underwriter for certain agreed costs and expenses incurred by the Underwriter in relation to the Offer.

Termination events

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SECTION 7: MATERIAL AGREEMENTS

the Company fails to lodge the Prospectus with ASIC on or before the lodgement date or such later date approved by the Underwriter;
a material matter required by the Corporations Act, the Listing Rules or other applicable requirements to be included in the Prospectus is omitted from the Prospectus;
an Offer Document is materially misleading or deceptive or a material matter is omitted from an Offer Document having regard to Sections 710, 711 and 716 of the Corporations Act;
an Offer Document does not comply with the Corporations Act, the Listing Rules or other applicable laws in a material respect;
the Company issues or, in the reasonable opinion of the Underwriter, becomes required to issue a supplementary prospectus to comply with Section 719 of the Corporations Act;
there is or is likely to be a material adverse effect on the Company including any material adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects from those disclosed in this Prospectus;
the Company withdraws the Prospectus or the Offer after lodgement of the Prospectus;
the Company is prevented from issuing and allotting the Offer Shares in the required timeframe;
a closing certificate is not given by the time required;
the S&P/ASX 200 Index is at any time before settlement under the Underwriting Agreement, at a level which is 90% or less than the level it is at on the trading day immediately prior to the date of the Underwriting Agreement;
the Company or a Related Body Corporate of the Company is insolvent or an act or omission occurs which is likely to result in the Company or a Related Body Corporate becoming insolvent;
the final due diligence report or other information supplied by the Company to the Underwriter in final form in relation to the Offer or the Company is or becomes untrue, incomplete, misleading or deceptive;
any forecast information in the Prospectus becomes incapable of being met or, in the reasonable opinion of the Underwriter, is unlikely to be met in the projected time;
ASX withdraws, revokes or amends any waiver granted to the Company;
unconditional approval (or approval subject to customary conditions) is refused or not granted to the Company’s admission to the official list of the ASX or official quotation of the Offer Shares within the specified timeframe or ASX withdraws, qualifies (other than by customary condition) or withholds such approval;
any person whose consent is required by Section 720 of the Corporations Act for this Prospectus to be issued who has previously consented to the issue or any person who is otherwise named in this Prospectus with their consent (other than the Underwriter), withdraws such consent;
any of the following events occur:
ASIC gives notice of an intention to hold a hearing under Section 739(2) of the Corporations Act or issues an order under Section 739(1) of the Corporations Act;
ASIC issues an order under Section 739(3) or 739(4) of the Corporations Act;
an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Prospectus or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 1989 (Cth) in relation to the Prospectus;
any person gives a notice under Section 733(3) of the Corporations Act or any person who has previously consented to the inclusion of its name in the Offer Documents withdraws that consent; or

any person (other than the Underwriter) gives a notice under Section 730 of the Corporations Act in relation to the Prospectus,
any person makes an application under Part 9.5 of the Corporations Act in relation to the Prospectus or the Offer or ASIC gives notice of an intention to conduct an investigation or hold a hearing in relation to the Offer or the Prospectus that is not withdrawn to the reasonable satisfaction of the Underwriter or in any event within the specified time; or
any Government agency commences or gives notice of an intention to commence any investigation, hearing or proceedings or prosecutes the Company.

Termination events subject to materiality

The Underwriter may, at any time on or after lodgement of this Prospectus with ASIC and on or before the date the Shares are issued under the Offer, terminate the Underwriting Agreement (without any cost or liability to the Underwriter by written notice to the Company), if any of the following events occur and the Underwriter is of the reasonable opinion that the event: (i) has or is likely to have a material adverse effect on the marketing, outcome or success of the Offer, settlement of or willingness of persons to apply for Shares or the price at which Shares are sold or the likely trading price after quotation; or (ii) has given or is likely to give rise to a contravention by the Underwriter of or the Underwriter being involved in a contravention of any applicable law or liability for the Underwriter:

a representation made or given under the agreement proves to be, has been or becomes untrue or incorrect;
information about the Offer that is supplied by or on behalf of the Company to the Underwriter is or is found to be false or misleading or deceptive or likely to mislead or deceive;
legal proceedings are commenced against the Company or a Director/officer of the Company or any regulatory body commences an inquiry against the Company;
any of the following occur:
a Director is charged with an indictable offence;
any Government agency commences any public action against the Company or any Director in their capacity as a Director of the Company, or announces that it intends to takes such action;
any Director is disqualified from managing a corporation under Part 2D.6 of the Corporations Act;
the office of a Director of the Company is vacated under Section 206C of the Corporations Act;
the Company fails to perform an obligation under the Underwriting Agreement or an obligation becomes incapable or unlikely to be performed or observed in the time required;
a closing certificate is untrue, incorrect or misleading;
the Company contravenes the Corporations Act, the Competition and Consumer Act 2010 (Cth), the Australian Securities and Investments Commission Act 2001 (Cth), its Constitution or any Listing Rule;
there is a change in the senior management or the Board of the Company, other than as disclosed in this Prospectus;
a material contract of the Company is breached or is varied, terminated, rescinded or altered without the Underwriter’s consent;
a new law is introduced into Australia which would have a material adverse effect on the Offer or the Company;
any of the following occurs: (i) a general moratorium on commercial banking activities in Australia, the United

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SECTION 7: MATERIAL AGREEMENTS

States of America or the United Kingdom is declared by the relevant central banking authority or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; (ii) any adverse change or disruption to the financial, political or economic conditions, exchange rates or currency controls or financial markets in Australia, the United States of America or the United Kingdom or any development involving a prospective change in political, economic or financial conditions in any of those countries; or

hostilities not presently existing at the date of the Underwriting Agreement commence or a major escalation of existing hostilities occurs involving any one or more of Australia, the United States of America or the United Kingdom or a national emergency is declared by any one of those countries or a major terrorist act is perpetrated anywhere in the world.

Conditions, warranties, undertakings and other terms

The Underwriting Agreement contains certain standard representations, warranties and undertakings by the Company to the Underwriter (as well as common conditions precedent, including the entry into a voluntary escrow deed by each of the Vendors and the Underwriter having received signed, valid, binding and duly completed confirmation of allocation and registration forms and confirmation advices for the Shares allocated under the

Institutional Offer and to brokers and Co-Lead Managers under the Broker Firm Offer). The warranties relate to matters such as conduct by the Company and information provided by the Company, financial information, material contracts, licences, insurance, information in this Prospectus and the conduct of the Offer.

The Company’s undertakings include that it will not, during the period following the date of the Underwriting Agreement until 120 days after the settlement of the Offer, issue or agree to issue any Shares or securities without the consent of the Underwriter, subject to certain exceptions such as any proposed transaction described in this Prospectus, and that it will, during the period following the date of the Underwriting Agreement until 120 days after the date on which settlement of the Shares occurs, carry on its business in the ordinary course and not dispose of any material part of its business except as disclosed in this Prospectus.

Indemnity

Subject to certain exclusions relating to, amongst other things, negligence, fraud, or wilful misconduct of an indemnified party, the Company agrees to keep the Underwriter and certain affiliated parties indemnified from losses suffered in connection with the Offer.

ACQUISITION AGREEMENT SUMMARIES

In this section each of the Acquisition Agreements are summarised with respect to the consideration payable by PS&C to each of the respective Vendors and the material terms of the respective Acquisition Agreements.

Securus Global Consulting Pty Ltd Acquisition Agreement

On or around 27 August 2013, PS&C entered into the Securus Global Consulting Pty Ltd Acquisition Agreement with Drazen Drazic, Drazic Family Trust, Miranda Lee Hamilton, Declan Ingram, Peter Fernie, Craig McKell ( Securus Vendors ) to acquire 100% of the share capital in Securus Global Consulting Pty Ltd ( Securus ) (the Securus Acquisition Agreement ). It is intended that this acquisition will be completed on or around the date that PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Securus Acquisition Agreement reserves PS&C’s right to terminate the agreement if, before completion of the acquisition, PS&C becomes aware of a material breach of the warranties given by the Securus Vendors or anything occurs which has, or would be likely to have a material adverse effect on Securus or its assets. In addition, either party may terminate if PS&C has not issued and allotted the Shares pursuant to the Offer in accordance with this

Prospectus by 28 February 2014. At the date of this Prospectus, PS&C has no intention of exercising its right to terminate in accordance with these provisions.

The obligation on PS&C to pay any consideration for the acquisition of the shares in Securus, and to complete the acquisition, is dependent on and will not occur until PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Securus Acquisition Agreement provides that the consideration payable by PS&C upon the successful listing of the Company on the ASX will be $4,007,560 in cash and 4,007,560 Shares in PS&C ( Completion Payment ). The Completion Payment is to be made by way of a cash payment of $4,007,560 and by way of the issue of 4,007,560 Shares to the Securus Vendors in proportion to their shareholdings in Securus. The Shares issued to the Securus Vendors at completion will be subject to voluntary escrow restrictions for the following periods:

For 50% of the Shares issued to each Securus Vendor a period of 12 months; and
For the remaining 50% of the Shares issued to each Securus Vendor a period of 24 months.

Post Completion and Earn Out Payments

The Securus Vendors may receive a post completion payment derived from the performance of Securus during the 2013/2014 financial year. Further earn out payments may be payable by PS&C following the 2014/2015 financial year and the 2015/2016 financial year.

The amount of the post completion payment will be equal to 5 times multiple of earnings before interest and taxes (EBIT) for the financial year ended 30 June 2014 less the amount of the Completion Payment ( Post Completion Payment ).

The amount of the first earn out payment will be the actual EBIT for 2015 less the greater of: a) the agreed forecast for the year ended 2014 used in calculation of the Post Completion Payment; or b) actual EBIT for 30 June 2014 multiplied by 4. ( First Earn Out Payment )

The amount of the second earn out payment will be the actual EBIT for 2016 less the greater of: a) the agreed forecast for the year ended 2014 used in calculation of the Post Completion Payment; or b) actual EBIT for 30 June 2014 or actual EBIT for 30 June 2015 multiplied by 3 ( Second Earn Out Payment ).

The Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will be paid entirely in shares or cash or a combination of both at PS&C’s absolute discretion. The Shares issued to the Securus Vendors in respect of the Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will not be subject to voluntary escrow restrictions.

Warranties

Under the Securus Acquisition Agreement, the Securus Vendors have provided PS&C with a number of warranties, including those relating to the accuracy of information, the share capital of the companies being acquired, tax related matters and the accounts and records of Securus. In particular, the Securus Vendors have warranted that at completion of the acquisition, Securus will have sufficient cash to meet its tax obligations for the financial year ending 30 June 2013 and for the period from that date to Completion as well as any other amounts owing to the Australian Taxation Office. Further, the Securus Acquisition Agreement provides that at completion neither Securus nor any of its subsidiaries will have any liabilities whatsoever except for trade creditors, accruals and provisions for leave entitlements that are incurred in the ordinary course of business. Each of the Securus Vendors have severally indemnified PS&C against all claims and losses which may be made, brought against, suffered or incurred by PS&C which arise from any breach of the Securus Acquisition Agreement, including in respect of a breach of these warranties. The liability of the Securus Vendors in respect of any breach of these warranties is capped at the total purchase price paid by PS&C under the Securus Acquisition Agreement.

Replacement Prospectus

SECTION 7: MATERIAL AGREEMENTS

Hacklabs Pty Ltd Acquisition Agreement

On or around 27 August 2013, PS&C entered into the Hacklabs Pty Ltd Acquisition Agreement with Christopher Gatford ( Hacklabs Vendor ) to acquire 100% of the share capital in Hacklabs Pty Ltd ( Hacklabs ) ( the Hacklabs Acquisition Agreement ). It is intended that this acquisition will be completed on or around the date that PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Hacklabs Acquisition Agreement reserves PS&C’s right to terminate the agreement if, before completion of the acquisition, PS&C becomes aware of a material breach of the warranties given by the Hacklabs Vendor or anything occurs which has, or would be likely to have a material adverse effect on Hacklabs or its assets. In addition, either party may terminate if PS&C has not issued and allotted the Shares pursuant to the Offer in accordance with this Prospectus by 28 February 2014. At the date of this Prospectus, PS&C has no intention of exercising its right to terminate in accordance with these provisions.

The obligation on PS&C to pay any consideration for the acquisition of the Hacklabs shares, and to complete the acquisition, is dependent on and will not occur until PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Hacklabs Acquisition Agreement provides that the consideration payable by PS&C upon the successful listing of the Company on the ASX will be $1,561,913 in cash and 1,561,913 Shares in PS&C ( Completion Payment ). The Completion Payment is to be made by way of a cash payment of $1,561,913 and by way of the issue of 1,561,913 Shares to the Hacklabs Vendor. The Shares issued to the Hacklabs Vendor at completion will be subject to voluntary escrow restrictions for the following periods:

For 50% of the Shares issued to the Hacklabs Vendor a period of 12 months.
For the remaining 50% of the Shares issued to the Hacklabs Vendor a period of 24 months.

Post Completion and Earn Out Payments

The Hacklabs Vendor may receive a post completion payment derived from the performance of Hacklabs during the

2013/2014 financial year. Further earn out payments may be payable by PS&C following the 2014/2015 financial year and the 2015/2016 financial year.

The amount of the post completion payment will be equal to a 5 times multiple of earnings before interest and taxes (EBIT) for the financial year ended 30 June 2014 less the amount of the Completion Payment ( Post Completion Payment ).

The Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will be paid entirely in shares or cash or a combination of both at PS&C’s absolute discretion. The Shares issued to the Hacklabs Vendor in respect of the Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will not be subject to voluntary escrow restrictions.

Warranties

Under the Hacklabs Acquisition Agreement, the Hacklabs Vendor has provided PS&C with a number of warranties, including those relating to the accuracy of information, the share capital of the companies being acquired, tax related matters and the accounts and records of Hacklabs. In particular, the Hacklabs Vendor has warranted that

at completion of the acquisition, Hacklabs will have sufficient cash to meet its tax obligations for the financial year ending 30 June 2013 and for the period from that date to completion as well as any other amounts owing to the Australian Taxation Office. Further, the Hacklabs Acquisition Agreement provides that at completion neither Hacklabs nor any of its subsidiaries will have any liabilities whatsoever except for trade creditors, accruals and provisions for leave entitlements that are incurred in the ordinary course of business. The Hacklabs Vendor has indemnified PS&C against all claims and loss which may be made, brought against, suffered or incurred by PS&C which arise from any breach of the Hacklabs Acquisition Agreement, including in respect of a breach of these warranties. The liability of the Hacklabs Vendor in respect of any breach of these warranties is capped at the total purchase price paid by PS&C under the Hacklabs Acquisition Agreement.

Systems and People Pty Ltd Acquisition Agreement

On or around 27 August 2013, PS&C entered into the Systems and People Pty Ltd Acquisition

Agreement with Leanne Maree O’Connor, and Synergy Contracting Pty Ltd ( Systems and People Vendors ) to acquire 100% of the share capital in Systems and People Pty Ltd ( Systems and People ) ( the Systems and People Acquisition Agreement ). It is intended that this acquisition will be completed on or around the date that PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Systems and People Acquisition Agreement reserves PS&C’s right to terminate the agreement if, before completion of the acquisition, PS&C becomes aware of a material breach of the warranties given by the Systems and People Vendors or anything occurs which has, or would likely to have a material adverse effect on Systems and People or its assets. In addition, either party may terminate if PS&C has not issued and allotted the Shares pursuant to the Offer in accordance with this Prospectus by 28 February 2014. At the date of this Prospectus, PS&C has no intention of exercising its right to terminate in accordance with these provisions.

The obligation on PS&C to pay any consideration for the acquisition of the Systems and People shares, and to complete the acquisition, is dependent on and will not occur until PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Systems and People Acquisition Agreement provides that the consideration payable by PS&C upon the successful listing of the Company on the ASX will be $8,657,895 in cash and 8,657,895 Shares in PS&C ( Completion Payment ). The Completion Payment is to be made by way of a cash payment of $8,657,895 and by way of the issue of 8,657,895 Shares to the Systems and People Vendors in proportion to their shareholdings in Systems and People. The Shares issued to the Systems and People Vendors at completion will be subject to voluntary escrow restrictions for the following periods:

For 50% of the Shares issued to each of the Systems and People Vendors a period of 12 months.
For the remaining 50% of the Shares issued to each of the Systems and People Vendors a period of 24 months.

Post Completion and Earn Out Payments

The Systems and People Vendors may receive a post completion payment derived from the performance of Systems and People during the 2013/2014 financial year. Further earn out payments may be payable by PS&C following the 2014/2015 financial year and the 2015/2016 financial year.

The amount of the post completion payment will be equal to a 5 times multiple of earnings before interest and taxes (EBIT) for the financial year ended 30 June 2014 less the Completion Payment ( Post Completion Payment ).

Replacement Prospectus

SECTION 7: MATERIAL AGREEMENTS

The Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will be paid entirely in shares or cash or a combination of both at PS&C’s absolute discretion. The Shares issued to the Systems and People in respect of the Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment payment will not be subject to voluntary escrow restrictions.

Warranties

Under the Systems and People Acquisition Agreement, the Systems and People Vendors have provided PS&C with a number of warranties, including those relating to the accuracy of information, the share capital of the companies being acquired, tax related matters and the accounts and records of Systems and People. In particular, the Systems and People Vendors have warranted that at completion of the acquisition, Systems and People will have sufficient cash to meet its tax obligations for the financial year ending 30 June 2013 and for the period from that date to completion as well as any other amounts owing to the Australian Taxation Office. Further, the Systems and People Acquisition Agreement provides that at completion neither Systems and People nor any of its subsidiaries will have any liabilities whatsoever except for trade creditors, accruals and provisions for leave entitlements that are incurred in the ordinary course of business. Each of the Systems and People Vendors has severally indemnified PS&C against all claims and loss which may be made, brought against, suffered or incurred by PS&C which arise from any breach of the Systems and People Acquisition Agreement, including in respect of a breach of these warranties. The liability of the Systems and People Vendors in respect of any breach of these warranties is capped at the total purchase price paid by PS&C under the Systems and People Acquisition Agreement.

Allcom Networks Pty Ltd Acquisition Agreement

On or around 27 August 2013, PS&C entered into the Allcom Networks Pty Ltd Acquisition Agreement with Michael John Smith and Andrew Joseph Leigh ( Allcom Networks Vendors ) to acquire 100% of the share capital in Allcom Networks Pty Ltd ( Allcom Networks ) ( the Allcom Networks Acquisition Agreement ). It is intended that this acquisition will be completed on or around the date that PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Allcom Networks Acquisition Agreement reserves PS&C’s right to terminate the agreement if, before completion of the acquisition, PS&C becomes aware of a material breach of the warranties given by the Allcom Networks Vendors or anything occurs which has, or would likely to have a material adverse effect on Allcom Networks or its assets. In addition, either party may terminate if PS&C has not issued and allotted the Shares pursuant to the Offer in accordance with this Prospectus by 28 February 2014. At the date of this Prospectus, PS&C has no intention of exercising its right to terminate in accordance with these provisions.

The obligation on PS&C to pay any consideration for the acquisition of the Allcom Networks shares, and to complete the acquisition, is dependent on and will not occur until PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Allcom Networks Acquisition Agreement provides that the consideration payable by PS&C upon the successful listing of the Company on the ASX will be $4,635,205 in cash and 4,635,205 Shares in PS&C ( Completion Payment ). The Completion Payment is to be made by way of a cash payment of $4,635,205 and by way of the issue of 4,635,205 Shares to the Allcom Networks Vendors in proportion to their shareholdings in Allcom Networks. The Shares issued to the Allcom Network Vendors at completion will be subject to voluntary escrow restrictions for the following periods:

For 50% of the Shares issued to each of the Allcom Networks Vendors a period of 12 months.
For the remaining 50% of the Shares issued to each of the Allcom Networks Vendors a period of 24 months.

Post Completion and Earn Out Payments

The Allcom Networks Vendors may receive a post completion payment derived from the performance of Allcom Networks during the 2013/2014 financial year. Further earn out payments may be payable by PS&C following the 2014/2015 financial year and the 2015/2016 financial year.

The Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will be paid entirely in shares or cash or a combination of both at PS&C’s absolute discretion. The Shares issued to the Allcom Networks Vendors in respect of the Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will not be subject to voluntary escrow restrictions.

Warranties

Under the Allcom Networks Acquisition Agreement, the Allcom Networks Vendors have provided PS&C with a number of warranties, including those relating to the accuracy of information, the share capital of the companies being acquired, tax related matters and the accounts and records of Allcom Networks. In particular, the Allcom Networks Vendors have warranted that at completion of the acquisition, Allcom Networks will have sufficient cash to meet its tax obligations for the financial year ending 30 June 2013 and for the period from that date to completion as well as any other amounts owing to the Australian Taxation Office. Further, the Allcom Networks Acquisition Agreement provides that at completion neither Allcom Networks nor any of its subsidiaries will have any liabilities whatsoever except for trade creditors, accruals and provisions for leave entitlements that are incurred in the ordinary course of business. Each of the Allcom Networks Vendors has severally indemnified PS&C against all claims and loss which may be made, brought or against, suffered or incurred by PS&C which arise from any breach of the Allcom Networks Acquisition Agreement, including in respect of a breach of these warranties. The liability of the Allcom Networks Vendors in respect of any breach of these warranties is capped at the total purchase price paid by PS&C under the Allcom Networks Acquisition Agreement.

Allcom Consulting Services Pty Ltd Acquisition Agreement

On or around 27 August 2013, PS&C entered into the Allcom Consulting Services Pty Ltd Acquisition Agreement with ATV Horizon Pty Ltd as trustee of ATV Event Horizon Trust, Berislav Olic and Andelka Olic as trustees for B& A Olic Family Trust, M. & N. Smith and Associates Pty Ltd, A.A Leigh & Associates Pty Ltd as trustee for A A Leigh Family Trust (Allcom Consulting Vendors) to acquire 100% of the share capital in Allcom Consulting Services Pty Ltd ( Allcom Consulting Services ) (the Allcom Consulting Services Acquisition Agreement ). It is intended that this acquisition will be completed on or around the date that PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Allcom Consulting Services Acquisition Agreement reserves PS&C’s right to terminate the agreement if, before completion of the acquisition, PS&C becomes aware of a material breach of the warranties given by the Allcom Consulting Vendors or anything occurs which has, or would likely to have a material adverse effect on AllcomConsulting Services or its assets. In addition, either party may terminate if PS&C has not issued and allotted the Shares pursuant to the Offer in accordance with this Prospectus by 28 February 2014. At the date of this Prospectus, PS&C has no intention of exercising its right to terminate in accordance with these provisions.

Replacement Prospectus

SECTION 7: MATERIAL AGREEMENTS

The obligation on PS&C to pay any consideration for the acquisition of the Allcom Consulting Services shares, and to complete the acquisition, is dependent on and will not occur until PS&C issues and allots the Shares pursuant to the Offer in accordance with this Prospectus.

The Allcom Consulting Services Acquisition Agreement provides that the consideration payable by PS&C upon the successful listing of the Company on the ASX will be $1,266.750 in cash and 1,266.750 Shares in PS&C ( Completion Payment ). The Completion Payment is to be made by way of a cash payment of $1,266,750 and by way of the issue of 1,266,750 Shares to the Allcom Consulting Vendors in proportion to their shareholdings in Allcom Consulting Services. The Shares issued to the Allcom Consulting Vendors at completion will be subject to voluntary escrow restrictions for the following periods:

For 50% of the Shares issued to each of the Allcom Consulting Vendors a period of 12 months.
For the remaining 50% of the Shares issued to each of the Allcom Consulting Vendors a period of 24 months.

Post Completion and Earn Out Payments

The Allcom Consulting Vendors may receive a post completion payment derived from the performance of Allcom Consulting Services during the 2013/2014 financial year. Further earn out payments may be payable by PS&C following the 2014/2015 financial year and the 2015/2016 financial year.

The Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will be paid entirely in shares or cash or a combination of both at PS&C’s absoluted discretion. The Shares issued to the Allcom Consulting Vendors in respect of the Post Completion Payment, the First Earn Out Payment and the Second Earn Out Payment will not be subject to voluntary escrow restrictions.

Warranties

Under the Allcom Consulting Services Acquisition Agreement, the Allcom Consulting Vendors have provided PS&C with a number of warranties, including those relating to the accuracy of information, the share capital of the companies being acquired, tax related matters and the accounts and records of Allcom Consulting Services. In particular, the Allcom Consulting Vendors have warranted that at completion of the acquisition, Allcom Consulting Services will have sufficient cash to meet its tax obligations for the financial year ending 30 June 2013 and for the period from that date to completion as well as any other amounts owing to the Australian Taxation Office. Further, the Allcom Consulting Services Acquisition Agreement provides that at completion neither Allcom Consulting Services nor any of its subsidiaries will have any liabilities whatsoever except for trade creditors, accruals and provisions for leave entitlements that are incurred in the ordinary course of business. Each of the Allcom Consulting Vendors has severally indemnified PS&C against all claims and loss which may be made, brought or against, suffered or incurred by PS&C which arise from any breach of the Allcom Consulting Services Acquisition Agreement, including in respect of a breach of these warranties. The liability of the Allcom Consulting Vendors in respect of any breach of these warranties is capped at the total purchase price paid by PS&C under the Allcom Consulting Services Acquisition Purchase Agreement.

Section 8 ADDITIONAL INFORMATION

Replacement Prospectus

Section 8: Additional Information

INCORPORATION

PS&C Ltd (ACN 164 718 361) was incorporated in Victoria on 9 July 2013 as a public company limited by shares under the Corporations Act. PS&C intends to acquire all shares issued in the following companies on or around the date that PS&C issues the Shares pursuant to the Offer:

Allcom Consulting Services Pty Ltd (ACN 158 967 812) incorporated as a proprietary company limited by shares on 14 June 2012.
Allcom Networks Pty Ltd (ACN 076 491 917) incorporated as a proprietary company limited by shares on 22 November 1996.
Hacklabs Pty Ltd (ACN 144 023 790) incorporated as a proprietary company limited by shares on 2 June 2010.
Securus Global Consulting Pty Ltd (ACN 104 987 411) incorporated as a proprietary company limited by shares on 5 June 2003.
Systems and People Pty Ltd (ACN 069 268 588) incorporated as a proprietary company limited by shares on 3 May 1995.

RIGHTS AND LIABILITIES ATTACHING TO SHARES

The rights attaching to Shares in the Company are:

Set out in the constitution of the Company, and summarised in Section 8 of this Prospectus; and
In certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules and the general law.

PS&C CONSTITUTION

The following is a summary of the major provisions of the Company’s constitution.

General

The rights and liabilities attaching to the Shares are set out in the Company’s constitution, and are regulated by the Corporations Act, Listing Rules, the ASX Settlement Operating Rules and the general law. Set out below is a summary of the principal rights and liabilities attaching to the Shares. This summary is not exhaustive and is not a definitive statement of the rights and liabilities of the Shareholders of the Company.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at a general meeting, every Shareholder present in person or by proxy, representative or attorney has one vote on a show ofhands and on a poll, one vote for each fully paid Share. The holder of partly paid Shares in the Company has a vote in respect of the Share on a poll which has the same proportionate value as the proportion that the amount paid on the Shares bears to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are to be ignored. A Shareholder is not entitled to vote at a general meeting unless all calls and other sums presently payable by the member in respect of a Share have been paid. Where a Share is jointly held, only one of the joint holders may vote.

General Meeting and Notices

Each holder of Shares will be entitled to receive notice of, and to attend and vote at the Company’s general meetings and to receive all notices, accounts and other documents required to be sent to Shareholders under the constitution, the Corporations Act or the Listing Rules.

Dividends

Subject to the Corporations Act and the rights of persons (if any) entitled to Shares with special rights to dividends, the Directors may declare and pay dividends in accordance with the Corporations Act, and subject to the ASX Listing Rules, all dividends will be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares in proportion to the relevant issue price for the Shares.

Variation of Class Rights

At present, the Company only has ordinary Shares on issue and has no current plans to create further classes of shares. The rights and restrictions attaching to a class of the Company’s shares can only be altered if the holders of 75% of the shares issued in that class consent to the variation in writing, or with the consent of a special resolution passed at a separate meeting of the holders of that class of shares, unless the terms on which those shares were issued state otherwise.

Further Issues of Shares and Options

The Directors may, subject to the Corporations Act, the Listing Rules or any special rights conferred on the holders of any share or class of share, issue Shares or grant options over Shares to any person at any time and on any terms and conditions as they think fit.

Pre–Emptive Rights

Holders of Shares do not have any pre–emptive rights under the constitution.

Winding Up

The assets of the Company must on a winding up be applied in repayment to the Shareholders in proportion to their respective holdings. If at the commencement of a winding up the Company has issued shares which are classified under the Listing Rules or by ASX as restricted securities and the shares are subject to escrow restrictions, on a return of capital the holders of those shares rank behind all other shares in the Company.

Small Holdings

Subject to the Listing Rules and ASX Settlement Operating Rules, the Company may sell the Shares of a Shareholder who holds less than a marketable parcel of Shares. The Company may only do this once in any 12 month period.

Buy Backs

Subject to applicable laws, in particular the Corporations Act and the Listing Rules, the Company may buy back Shares on such terms and conditions as the Board may determine from time to time.

Transfer of Shares

Subject to the Listing Rules and the constitution, the Shares are transferable in accordance with CHESS (for CHESS Approved Securities), by instrument in writing in any usual or common form or in any other form that the Directors approve. In certain circumstances, the Directors may, subject to the requirements of the Listing Rules, request ASX Settlement to apply a holding lock to prevent a transfer of Shares in the Company.

Replacement Prospectus

Section 8: Additional Information

Forfeiture after failure to pay calls on partly paid shares

If a Shareholder fails to pay a call or another amount that is payable on the Shares on the due date, then after notification, and before payment, the Directors may resolve that the Shareholder has forfeited those Shares. A forfeited Share shall be deemed to be the property of the Company, and subject to the Listing Rules and the ASX Settlement Operating Rules, may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit.

Lien on Shares

To the extent permitted by the Listing Rules, the Company has a lien on Shares not fully paid and on all dividends payable in respect of that Share if a Shareholder fails to pay a call that is payable on the Shares by the due date. Shares on which the Company has a lien may be sold, in such manner as the Board thinks fit, subject to the Listing Rules and the ASX Settlement Operating Rules, after notification and before payment.

Holding Statements

The Directors may permit a Shareholder’s holding to be held as an uncertificated holding under the ASX Settlement Operating Rules and they must do so if the Listing Rules or the ASX Settlement Operating Rules require that Shares are to be held as uncertificated holdings.

If Shares are not held as an uncertificated holding, the Company must give a registered Shareholder a share certificate free of charge.

If all the shares in a class are to be held only as uncertificated holdings under the ASX Settlement Operating Rules, the Company need not provide a share certificate to the Shareholder, but must provide the Shareholder with a statement of the Shareholder’s holding in accordance with the ASX Settlement Operating Rules and the Listing Rules. If the Company operates an issuer sponsored sub–register, it must allocate a unique Security holder Reference Number (SRN) for each holding of shares. A member may have more than one holding each of which will have a unique SRN. Each new holding of shares on the issuer sponsored sub–register must be allocated a unique SRN for that holding.

Directors

The minimum number of Directors is 3 and the maximum 7. The Company may by resolution increase or decrease the minimum and maximum number of Directors, but the minimum must never be less than 3.

A director (excluding the Managing Director) is not entitled to hold office without re-election past the third annual general meeting following their appointment or 3 years, whichever is longer.

At each of the Company’s annual general meetings, one–third of the Directors (or if the number of Directors is not a multiple of three, then the number nearest but not exceeding one–third) must retire from office by rotation. The Managing Director is exempted from retirement by rotation. A retiring Director is eligible for re–election.

If the places of the retiring Directors are not filled at the relevant meeting, the retiring Directors or any who have not had their places filled shall be deemed to have been re–elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled unless:

it is determined at the meeting to reduce the number of Directors;
it is resolved at the meeting not to fill the vacated offices;
in any case, the resolution for re–election of a Director is put to the meeting and lost; or
the Director has given notice in writing to the Company that he or she is not willing to be re–elected.

Indemnities and Insurance

The Company must to the extent permitted by law and subject to the Corporations Act, indemnify current and past Directors, secretaries and executive officers of the Company against a liability incurred by the person acting in that capacity and against reasonable legal costs incurred in connection with proceedings in which the person becomes involved because of that capacity. The Company may pay the premium on a policy of insurance in respect of a person who is or has been an officer of the Company to the full extent permitted by the Corporations Act. The Company has entered into deeds of indemnity, insurance and access with all Directors, further details of which are set out in Section 7.

Proportional Takeover Provisions

The Company is prohibited from registering a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid (being an off–market bid for a specific proportion of a class of shares) unless and until an ordinary resolution approving the proportional takeover bid is passed by the holders of the bid class shares. In accordance with the Corporations Act, the proportional takeover provisions will automatically cease to have effect on the third anniversary of the date of the adoption of the Constitution or of the most recent renewal term, but can be renewed by the Company in general meeting.

Amendment of the Constitution

The Corporations Act provides that the constitution of a company may be modified or repealed by a special resolution passed by the members of the company. PS&C’s Constitution does not impose any further requirements to be complied with to effect a modification of its Constitution, or to repeal it.

DIRECTORS’ AND EMPLOYEES’ SHARE AND OPTION PLAN

PS&C intends to adopt a Directors’ and Employees’ Share and Option Plan ( Share and Option Plan ). Under the proposed Share and Option Plan, PS&C will be entitled to issue shares and options to its Directors and employees. If and when a Share and Option Plan is adopted by PS&C it will be at the absolute discretion of the Board and will depend upon a number of factors including but not limited to the financial performance of the Company. The Company will comply with the ASX Listing Rules with respect to any required Shareholder approvals prior to issuing any Shares or granting any options under the Share and Option Plan.

TAX CONSIDERATIONS

It is not appropriate to set out in this Prospectus, the taxation implications for individual investors for investing in Shares. Potential investors should seek professional advice as to the implications of ownership of Shares in the Company for their own taxation situation.

INTERESTS OF DIRECTORS

Other than as set out below and elsewhere in this Prospectus, no Director of the Company:

Holds, or has held at any time during the last two (2) years, any interest in:
i. the formation or promotion of the Company;
ii. any property acquired or proposed to be acquired by the Company in connection with the formation or promotion of the Company or the Offer; or
iii. the Offer.

Replacement Prospectus

Section 8: Additional Information

Has been paid or has agreed to be paid any amount, or has been given or has agreed to receive any other benefit:
i. in respect of Directors, either to induce him or her to become, or to qualify as, a Director of the Company; or
ii. for services provided by him or her in connection with the formation or promotion of the Company, or the Offer.

The following table shows the interests of Directors (and their associates) in issued Shares of the Company as at the date of this Prospectus:

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Adrian Wischer 1,088,910
Kevin McLaine 2,177,818
Brad Allan (former director) 2,177,818
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Directors are entitled to participate in the Offer. Consequently, they may acquire further Shares in the Company, in addition to those set out in the above table.

PS&C’s Managing Director Kevin McLaine will receive a salary of $120,000 (including superannunation). In addition, he will receive $375,000 (plus GST) of the Success Fee (see below) due to MCP (see below) upon the Company successfully listing on the ASX.

Adrian Wischer will be entitled to directors fees of $80,000 per annum (plus superannuation) and Cass O’Connor will be entitled to directors fees of $40,000 per annum (plus superannuation).

The Directors may also be reimbursed for reasonable travelling and other expenses in connection with their duties as Directors. Special remuneration may be granted where a Director performs special or extra services for or at the request of the Company.

In relation to the interests of Directors (and their associates), applicants should also refer to the summaries of the following arrangements:

Deed of Indemnity, Insurance and Access in favour of Directors, a summary of which is set out in Section 7; and
Details of the Executive Agreements (in respect of Kevin McLaine) a summary of which is set out in Section 7.

Moonah Capital Partners Pty Ltd

Under the terms of the MCP Agreement (as described in Section 7) in the event of the Company successfully listing on the ASX it must pay MCP a success fee of $850,000 (plus GST) ( Success Fee ). MCP is a company owned and controlled by Brad Allan who was formerly a director of PS&C.

INTERESTS OF EXPERTS

Other than as set out in this Prospectus, no director and no person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus:

Holds, or has held at any time during the last two (2) years, any interest in:
i. the formation or promotion of the Company;
ii. any property acquired or proposed to be acquired by the Company in connection with the formation or promotion of the Company or the Offer; or
iii. the Offer.
Has been paid or has agreed to be paid any amount, or has been given or has agreed to receive any other benefit for services rendered by them in connection with the formation or promotion of the Company, or the Offer.

Anzarut & Holm Pty Ltd (A.C.N 115 337 847) have given and, at the date of lodgement of this Prospectus with ASIC, have not withdrawn its consent to be named in this Prospectus as lawyers to the Company in the form and context in which they are named.

Nexia Melbourne Pty Ltd has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in this Prospectus as investigating accountants to the Company in the form and context in which it is named, and to the inclusion in Section 6 of the Investigating Accountants’ Report in the form and context in which it is named and to which reference to it is made throughout this Prospectus.

Nexia Melbourne has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in this Prospectus as auditor to the Company in the form and context in which it is named.

Nexia Melbourne has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in the Prospectus as auditor of Systems and People, Securus, Hacklabs and the Allcom Group for the financial years ended 30 June 2011, 2012 and 2013, in the form and context in which it is named.

Boardroom Pty Ltd has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in this Prospectus as Share Registry to the Company in the form and context in which it is named. Boardroom Pty Ltd has had no involvement in the preparation of any part of this Prospectus other than being named as Share Register to the Company. Boardroom Pty Ltd has not authorised or caused the issue of, and expressly disclaims and take no responsibility for, any part of this Prospectus.

Bell Potter Securities Limited has agreed to act as Lead Manager and Underwriter to the Offer. For these services the Underwriter will be paid certain fees (please refer to Section 7 for details of the payments to be made by the Company to the Underwriter). Bell Potter Securities Limited has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in this Prospectus as Lead Manager and Underwriter to the Offer in the form and context in which it is named.

RBS Morgans Limited (RBS Morgans) has agreed to act as Co-Lead Manager of the Offer. RBS Morgans Limited has given and, at the date of lodgement of this Prospectus with ASIC, has not withdrawn its consent to be named in this Prospectus as Co-Lead Manager of the Offer in the form and context in which it is named.

Each of the parties referred to above:

Neither makes, not purports to make, any statement in this Prospectus, and nor is any statement in this Prospectus based on any statement of those parties, other than as specified in this section; and
To the maximum extent permitted by law – expressly disclaims, and takes no responsibility for, any part of this Prospectus, other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Replacement Prospectus

Section 8: Additional Information

EXPENSES

The table below outlines the likely expenses to be incurred by the Company in undertaking the Acquisitions, making the Offer and listing on the ASX:

==> picture [461 x 126] intentionally omitted <==

----- Start of picture text -----

AUD
Underwriting and offer managers 1,125,000
Corporate Advisory 850,000
Legal fees 250,000
Accounting fees 185,000
ASX listing costs 100,000
Registry, printing & other 220,000
Total $2,730,000
----- End of picture text -----

ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of a Prospectus and accompanying application forms electronically, based on a Prospectus lodged in paper form with ASIC, and the publication of notices referring to an electronic Prospectus and electronic application forms, subject to compliance with certain conditions.

This Prospectus is available in electronic form at PS&C’s website at www.pscgroup.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 Forms. Any person accessing this Prospectus electronically will, on request, be sent a paper copy of the Prospectus and Application Forms by the Company free of charge, during the period of the Offer. Requests for a paper copy of this Prospectus may be made by telephoning Bell Potter Securities Limited

on +61 3 9256 8700 or the PS&C Offer Information line on 1300 737 760 (within Australia) or +61 7 3334 4659 (outside Australia), from 8.30am to 5.00pm (Melbourne time), Monday to Friday.

The Corporations Act prohibits any person from passing the Application Forms on to another person unless it isattached to a complete and unaltered paper copy or electronic version of this Prospectus. The Company reserves the right not to accept completed Application Forms if it has reason to believe that, when the Applicant accessed the Application Forms 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.

VOLUNTARY ESCROW

Adrian Wischer (the Chairman), Kevin McLaine (Managing Director), Brad Allan ( Founders ) and the Vendors under the Acquisition Agreements (listed below) have all agreed to enter into voluntary escrow agreements. ( Escrow Agreements )

The vendors of the shares in Securus Global Consulting Pty Ltd are Drazen Drazic, Drazic Family Trust, Miranda Lee Hamilton, Declan Ingram, Peter Fernie and Craig McKell.
The vendor of the shares in Hacklabs Pty Ltd is Christopher Gatford.
The vendors of the shares in Systems and People Pty Ltd are Leanne Maree O’Connor and Synergy Contracting Pty Ltd.
The vendors of the shares in Allcom Networks Pty Ltd are Michael John Smith and Andrew Joseph Leigh.
The vendors of the shares in Allcom Consulting Services Pty Ltd are ATV Horizon Pty Ltd as trustee of ATV Event Horizon Trust, Berislav Olic and Andelka Olic as trustees for B& A Olic Family Trust, M. & N. Smith and Associates Pty Ltd and A.A Leigh & Associates Pty Ltd as trustee for A A Leigh Family Trust

(collectively “ the Vendors ”).

The Escrow Agreements apply in respect of the Founder Shares and to all Shares issued to the Vendors at completion of the Acquisitions as consideration (or part consideration) for the sale of the shares in Systems and People, Securus, Hacklabs and the Allcom Group.

The Vendors and the Founders have agreed not to dispose of or otherwise deal in or with Shares issued to them, as at listing and the completion of the Acquisitions, for the following periods:

For 50% of the Shares issued to each Vendor or Founder a period of 12 months.
For the remaining 50% of the Shares issued to each Vendor or Founder a period of 24 months.

Any Shares issued to the Vendors as part of the The Post Completion Payments will not be subject to the Escrow Agreements or any other voluntary escrow restrictions.

The above Escrow Agreements are in addition to escrow restrictions (if any) which will be required by the ASX in accordance with Chapter 9 of the ASX Listing Rules.

Replacement Prospectus

SECTION 9 DIRECTORS’ STATEMENT

Replacement Prospectus

SECTION 9: DIRECTORS’ STATEMENT

Every Director of PS&C Ltd has given, and has not withdrawn, before the Prospectus Date, their consent to the lodgement of this Prospectus with ASIC and the issue of this Prospectus in accordance with section 720 of the Corporations Act.

Dated: 7 November 2013

Signed for, and on behalf of, PS&C Ltd

==> picture [134 x 73] intentionally omitted <==

Kevin McLaine Managing Director

SECTION 10 HOW TO APPLY

Replacement Prospectus

SECTION 10: HOW TO APPLY

OPENING AND CLOSING DATES AND LODGEMENT OF APPLICATIONS

The Offer will open at 10am (AEDT) on 11 November 2013, or such later date as may be prescribed by ASIC if the exposure period is extended. The Offer will close at 5pm (AEDT) on 22 November 2013.

Applicants should return their completed Application Forms together with their cheques or bank draft for the Application Monies to the address below by no later than 5pm (AEDT) on the Closing Date. You should allow sufficient time for this to occur.

Registry Boardroom Pty Limited In person Level 7, 207 Kent St, Sydney NSW 2000 By mail GPO Box 3993, Sydney NSW 2001 By facsimile 02 9290 9655

The Company has the right to open and close the Offer at an earlier or later time and date, without notifying any recipient of this Prospectus or Applicant for Shares.

FOREIGN INVESTORS

No action has been taken to register or to qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia.

This Prospectus does not constitute an offer or an invitation in any place outside Australia where, or to any person to whom, it would be unlawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. It is the responsibility of any Applicants who are citizens or residents of jurisdictions outside Australia to ensure compliance with all laws of any jurisdiction which is relevant to their Applications.

Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

APPLICATIONS FOR SHARES

An Application under the Offer is an offer by the Applicant to the Company to subscribe for all or any of the Shares specified by the Applicant in the Application Form, and on the terms and conditions set out in this Prospectus. Acceptance, by the Company, of an Application will give rise to a binding contract.

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 will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete copy of this Prospectus, or it has reason to believe that the Application Form has been altered or tampered with in any way.

To participate in the Offer the Application Form must be completed in accordance with the instructions on its reverse side. Applications must be for a minimum of 2,000 Shares ($2,000) or a greater number in multiples of 500 Shares ($500). The Applications monies are payable in full on Application. No stamp duty or brokerage is payable by Applicants.

The Application Form must be accompanied by a cheque or bank draft in Australian currency, drawn by an Australian branch of an Australian bank for the full value of the Share for which the application is made. All cheques must be made payable to “PS&C Ltd – Share Offer” and crossed “Not Negotiable”.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application Form being rejected.

ALLOTMENT AND ISSUE OF SHARES

Subject to the ASX granting approval for admission to the Official List and for official quotation of the Shares offered by this Prospectus on terms and conditions acceptable to the Board, the allotment of Shares to Applicants will occur as soon as possible after the Offer closes. Following the allotment of Shares, transaction confirmation statements will be issued to successful Applicants.

It is the responsibility of Applicants to determine their allocation prior to engaging in trade in Shares. Applicants who sell Shares before they receive their transaction confirmation statements will do so at their own risk.

The Company reserves the right to reject any Application or allocate to any Applicant fewer Shares than the number for which the Applicant has applied, as the Company sees fit. If an Application is wholly rejected or accepted in part only, the relevant portion of the Application Monies will be refunded to the Applicant. Interest will not be paid on refunded Application Monies.

APPLICATION MONIES

Application Monies received for Shares under the Offer will be held in trust for Applicants until the allotment of Shares. The account will be established and kept by the Company on behalf of Applicants. After the allotment of Shares, the Application Monies will be paid to PS&C.

If allotments of Shares are made, all interest earned on all Application Monies will be retained by the Company. If, for any reason, the allotment of Shares offered pursuant to this Prospectus does not occur and all Application Monies are refunded to Applicants, all interest earned on all Application Monies will belong to the Company.

WITHDRAWAL OF OFFER

The Directors may at any time decide to withdraw this Prospectus and the Offer, in which case the Company will return all Application Monies as soon as practicable within the time required by law. Interest will not be paid on refunded Application Monies.

ASX LISTING AND QUOTATION

The Company will apply to the ASX, within seven (7) days after the Prospectus Date, for admission to the Official List and for official quotation by the ASX of the Shares offered by this Prospectus.

The Directors do not intend to allot any Shares unless and until the ASX grants permission for the Shares to be listed for quotation, unconditionally or on terms acceptable to the Directors.

If approval for quotation is not granted in respect of the Shares offered by this Prospectus within three (3) months after the Prospectus Date (or such longer period as is permitted by the Corporations Act with the consent of ASIC), then none of the Shares offered by this Prospectus will be allotted or issued.

If no allotment or issue of Shares is made, all Application Monies will be refunded to Applicants as soon as practicable within the time required by law. Interest will not be paid on refunded Application Monies.

The ASX takes no responsibility for the contents of this Prospectus or the merits of the Offer contained in it. The fact that the ASX may admit the Company to its Official List is not to be taken as an endorsement by the ASX of the Company.

Replacement Prospectus

SECTION 10: HOW TO APPLY

CHESS

The Company will apply to participate in the security transfer system known as the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement Pty Ltd (ASX Settlement), a wholly owned subsidiary of the ASX, and in accordance with the Listing Rules and ASX Settlement Operating Rules.

On admission to CHESS, the Company will operate an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will comprise the Company’s principal Share register.

Under CHESS, the Company will not issue a certificate to investors. Instead, the Company will issue a transaction confirmation statement, followed by a security holding statement. If an investor is broker-sponsored, the investor will also receive a CHESS statement.

These statements will also advise the investor of, either, the investor’s Security holder Reference Number (SRN) in the case of a security holding on the issuer-sponsored sub-register, or Holder Identification Number (HIN), in the case of a security holding on the CHESS sub-register.

At the end of any calendar month during which a shareholder’s security holding changes, the shareholder will receive a statement. A shareholder may request a statement at any other time, however, a charge may be levied for the issue of additional statements.

ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in PS&C and should be read carefully and in its entirety. If after reading this Prospectus, Applicants have any questions in relation to an investment in the Company, they should contact a stockbroker, solicitor, accountant or other independent financial advisor.

If prospective Applicants have any questions about the Offer, or applying for Shares, they may contact the Lead Manager of the Offer on:

Bell Potter Securities Limited Phone: +61 3 9256 8700; or
the PS&C Ltd Offer Information line on 1300 737 760 (within Australia) or +61 7 3334 4659 (outside Australia), from 8.30am to 5.00pm (Melbourne time), Monday to Friday.

SECTION 11 GLOSSARY

Replacement Prospectus

SECTION 11: GLOSSARY

Acquisitions means the purchase of the issued shares in Systems and People Pty Ltd, Securus Global Consulting Pty Ltd, Hacklabs Pty Ltd, Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd by PS&C Ltd.

Acquisition Agreements means the independent agreements between PS&C Ltd and the Vendors of the shares in Systems and People Pty Ltd, Securus Global Consulting Pty Ltd, Hacklabs Pty Ltd, Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd as they are more fully described in Section 7.

Allcom Group means Allcom Consulting Services Pty Ltd (ACN 158 967 812) and Allcom Networks Pty Ltd (ACN 076 491 917).

Allcom Group Vendors means the Allcom Consulting Vendors and the Allcom Networks Vendors.

Allcom Consulting Services means Allcom Consulting Services Pty Ltd (ACN 158 967 812).

Allcom Consulting Vendors means ATV Horizon Pty Ltd as trustee of ATV Event Horizon Trust, Berislav Olic and Andelka Olic as trustees for B& A Olic Family Trust and M. & N. Smith and Associates Pty Ltd, A.A Leigh & Associates Pty Ltd as trustee for A.A Leigh Family Trust.

Allcom Networks means Allcom Networks Pty Ltd (ACN 076 491 917).

Allcom Networks Vendors means Michael John Smith and Andrew Joseph Leigh.

Applicant means a person or entity who submits an Application Form.

Application Form means the application form for shares in the Company attached to this Prospectus.

Application Monies means the money received by the Company from Applicants for Shares under the Offer, being the Offer Price multiplied by the number of Shares for which applications are made.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

ATO means the Australian Taxation Office.

Australian Auditing Standards means the auditing standards released from time to time by the Australian Government Auditing and Assurance Standards Board.

Board means the Board of Directors of PS&C.

CAGR means compound annual growth rate.

CHESS means the Clearing House Electronic Sub–register System, operated by ASX Settlement Pty Ltd.

Closing Date means the date on which the Offer closes, being 5pm AEDT on 22 November 2013.

Company means PS&C Ltd (ACN 164 718 361) and, where appropriate, its controlled entities.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of PS&C.

Directors means the Board of Directors of PS&C.

EBIT means earnings before interest and tax.

EBITDA means earnings before interest, tax, depreciation and amortisation.

Electronic Prospectus means the electronic version of this Prospectus.

Escrow Agreements means the agreements between PS&C, the Vendors and the Founders described more fully in section 8 of this Prospectus.

Exposure Period means the period of seven days after lodgement of this Prospectus which may be extended by ASIC by not more than seven days pursuant to section 727(3) of the Corporations Act.

Founders means Adrian Wischer, Kevin McLaine and Brad Allan and includes their nominees, controlled or associated entities.

Founders Shares means the 5,444,546 Shares held by the Founders at the date of this Prospectus.

GST has the meaning given to that term in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hacklabs means Hacklabs Pty Ltd (ACN 144 023 790).

Hacklabs Vendor means Christopher Gatford.

HIN means Holder Identification Number.

ICT means information, communications and technology.

Issuer Sponsored means shares issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the ASX Listing Rules.

NPAT means net profit after tax.

Offer means the offer of Shares pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Offer Price means $1.00 per Share.

Official List means the Official List of the ASX.

Opening Date means 11 November 2013, which is the date on which the Offer opens.

Post Completion Payments means the post completion payments and earn out payments (if payable) to be made to the Vendors under the Acquisition Agreements following the listing of the Company which are more fully described in Section 7 of this Prospectus.

Panel and Preferred Supplier Agreements means the panel, preferred supplier and partner agreements between Systems and People Pty Ltd, Securus Global Consulting Pty Ltd, Hacklabs Pty Ltd, Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd and various customers which give the PS&C entities a right to bid or tender for work specified under the agreements on agreed terms.

Privacy Act means the Privacy Act 1988 (Cth) as it may be amended from time to time including without limitation by the Privacy Amendment (Enhancing Privacy Protection) Act 2012

Prospectus means this Replacement Prospectus dated 7 November 2013 which replaces the prospectus lodged with ASIC on 31 October 2013.

Prospectus Date means the date on which the Prospectus was lodged with ASIC.

Replacement Prospectus

SECTION 11: GLOSSARY

PS&C means PS&C Ltd (ACN 164 718 361) and, where appropriate, its controlled entities.

PS&C Executives means Kevin McLaine and Julian Graham.

PS&C Executive Agreements means the executive employment agreements between PS&C and the PS&C Executives which are more fully described in Section 7 of this Prospectus.

Related Body Corporate has the meaning given to that term in the Corporation Act.

SAP means SAP AG a German multinational company that sells business software solutions.

Securus means Securus Global Consulting Pty Ltd (ACN 104 987 411)

Security Holding Statement means the statement setting out the number of Shares allotted to an investor pursuant to this Prospectus.

Securus Vendors means Drazen Drazic, Drazic Family Trust, Miranda Lee Hamilton, Declan Ingram, Peter Fernie and Craig McKell.

Shareholder(s) means a holder of Shares in PS&C.

Share(s) means a fully paid ordinary share in the Company.

Share and Option Plan means the intended share and option plan of the Company more fully described in Section 8 of this Prospectus.

Share Registry means Boardroom Pty Limited (ABN 14 003 209 836)

Subscription Amount means the sum of $25,000,000.

Subscription Shares means 25 million Shares.

Systems and People means Systems and People Pty Ltd (ACN 069 268 588)

Systems and People Vendors means Leanne Maree O’Connor and Synergy Contracting Pty Ltd.

Target Companies means Systems and People Pty Ltd, Securus Global Consulting Pty Ltd, Hacklabs Pty Ltd, Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd.

Underwriter means Bell Potter Securities Limited ABN 25 006 390 772

Vendors means the vendors of the shares in Systems and People Pty Ltd, Securus Global Consulting Pty Ltd, Hacklabs Pty Ltd, Allcom Networks Pty Ltd and Allcom Consulting Services Pty Ltd.

Vendor Executives means Christopher Gatford, Leanne O’Connor, Barry Olic, Drazen Drazic, Andrew Leigh and Mike Smith.

Vendor Executive Agreements means the executive employment agreements between PS&C and the Vendor Executives which are more fully described in Section 7 of this Prospectus.

Vendor Shares means the 20,129,323 Shares to be issued to the Vendors under the Acquisition Agreements.

==> picture [167 x 64] intentionally omitted <==

PS&C Ltd

Broker Reference – Stamp Only Broker Code Advisor Code

ABN 50 164 718 361

Application Form

Fill out this Application Form if you wish to apply for Shares in PS&C Ltd (“PS&C or Company”)

The Offer closes at 5.00pm (AEDT) 22 November 2013

Please read the Prospectus dated 31 October 2013
Follow the instructions to complete this Application Form (see reverse).
Print clearly in capital letters using black or blue pen.

A B Number of Shares you are applying for Total amount payable

==> picture [219 x 33] intentionally omitted <==

x $1.00 per share =

Minimum of $2,000.00 to be applied for and thereafter in multiples of $500.00

C Write the name(s) you wish to register the Shares in (see reverse for instructions) Applicant 1

Name of Applicant 2 or < Account Designation >

Name of Applicant 3 or < Account Designation >

D Write your postal address here

Number / Street

Suburb/Town State Postcode E CHESS participant – Holder Identification Number (HIN) Important please note if the name & address details above in X sections C & D do not match exactly with your registration details ~~h~~ eld at CHESS, any Units issued as a result of your application will be held on the Issuer Sponsored subregister.

F Enter your Tax File Number(s), ABN, or exemption category Applicant #1 Applicant #2

==> picture [335 x 82] intentionally omitted <==

----- Start of picture text -----

.
----- End of picture text -----

Applicant #3

Cheque payment details – PIN CHEQUE(S) HERE .

Please enter details of the cheque(s) that accompany this application. Name of drawer of cheque Cheque No. BSB No. Account No. Cheque Amount A$ H Contact telephone number (daytime/work/mobile) I Email address

By submitting this Application Form, I/We declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application Form and declare that all details and statements made by me/us are complete and accurate. I/We agree to be bound by the constitution of PS&C Ltd (the Company). I/We was/were given access to the Prospectus together with the Application Form. I/We represent, warrant and undertake to the Company that our subscription for the above Shares will not cause the Company or me/us to violate the laws of Australia

Guide to the Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

A. If applying for Shares insert the number of Shares for which you wish to subscribe at Item A (not less than $2,000.00 and then in multiples of $500.00. Multiply by $1.00 AUD to calculate the total for Shares and enter the $amount at B.
C. Write your full name . Initials are not acceptable for first names.
D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the allocation to be directed to your HIN.
NB: your registration details provided must match your CHESS account exactly.
F. Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
G. Complete cheque details as requested. Make your cheque payable to PS&C LTD Share Offer cross it and mark it "Not negotiable" . Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank .
H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.
I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other correspondence.

Correct Forms of Registrable Title

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.

Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title

Individual	Mr John David Smith	J D Smith
Company	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings	Mr John David Smith & Mrs Mary Jane Smith	John David & Mary Jane Smith
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Limited	John Smith Superannuation Fund

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

Mailing address: Delivery address: PS&C Ltd PS&C Ltd C/- Boardroom Pty Ltd C/- Boardroom Pty Ltd GPO Box 3993 Level 7 SYDNEY NSW 2001 207 Kent Street SYDNEY NSW 2000

The Offer closes at 5.00pm (AEDT) 22 November 2013.

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Ltd on 1300 737 760 within Australia and +61 7 3334 4659 outside Australia.

Privacy Statement:

Boardroom Pty Ltd advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form.

Our privacy policy is available on our website (http://www.boardroomlimited.com.au/Privacy.html).

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Corporate Directory

Company

PS&C Ltd (PSC) ABN 50 164 718 361

Level 2 Professional Chambers, 120 Collins Street Melbourne VIC 3000

(T) +61 3 9660 5900 (F) +61 3 9663 6609 (E) [email protected]

Company Secretary

Julian Graham

Auditor

Nexia Melbourne Level 18, 530 Collins Street Melbourne VIC 3000

Lawyers to the Company

Share Registry

Boardroom Pty Limited ABN 14 003 209 836

Level 8, 446 Collins Street Melbourne VIC 3000

(Phone) 1300 737 760

Directors

Anzarut & Holm

Level 2 Professional Chambers, 120 Collins Street Melbourne VIC 3000

Investigating Accountant

Nexia Melbourne Pty Ltd Level 18, 530 Collins Street Melbourne VIC 3000

Kevin McLaine Cass O’Connor Adrian Wischer

Underwriter and Lead Manager

Bell Potter Securities Limited Level 29, 101 Collins Street, Melbourne VIC 3000

Co-Lead Manager

RBS Morgans Limited Level 28, 367 Collins Street, Melbourne VIC 3000

If prospective Applicants have any questions about the Offer, or applying for Shares, they may contact the Lead Manager of the Offer on:

Bell Potter Securities Limited Phone: +61 3 9256 8700; or
the PS&C Ltd Offer Information line on 1300 737 760 (within Australia) or +61 7 3334 4659 (outside Australia), from 8.30am to 5.00pm (Melbourne time), Monday to Friday.

AI assistant

ASSET VISION CO LTD — Capital/Financing Update 2013

64438_rns_2013-11-28_00e52311-4bb5-4f5f-93af-da250f8a0ffe.pdf

IMPORTANT NOTICE

Replacement Prospectus

Exposure Period

Electronic Prospectus

Offer for Australian Residents

Applications for Shares

Definitions and Abbreviations

Privacy

Contents

Letter from the Chairman

Dear Investors,

SECTION 1 INVESTMENT OVERVIEW

SECTION 1: INVESTMENT OVERVIEW

THE OFFER

KEY DATES*

INVESTMENT HIGHLIGHTS SUMMARY

Service offerings

Public and private sector client base

Experienced leadership

Professional specialist consultants

Financial Forecast

SECTION 1: INVESTMENT OVERVIEW

Summary Financial information

DETAILS OF THE OFFER

THE OFFER

SUBSCRIPTION AMOUNT

PURPOSE OF THE OFFER

USE OF PROCEEDS

UNDERWRITING

COMPLETED OFFER CAPITAL STRUCTURE

SECTION 1: INVESTMENT OVERVIEW

CAPITAL STRUCTURE (following listing and completion of the Acquisitions)

Dividend Policy

Directors and Management

KEY RISK FACTORS SUMMARY

Industry Growth Risks

Key Personnel

Industry Competition

Level of work

Contractual Risks

Costs Overrun Risk

Technology Risks

SECTION 2 COMPANY OVERVIEW

SECTION 2: COMPANY OVERVIEW

Panel and Preferred Supplier Agreements

Industry and Market Overview

Competitive Landscape

SECTION 2: COMPANY OVERVIEW

People Business

Security Business

SECTION 2: COMPANY OVERVIEW

Communications Business

SECTION 3 OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

CORPORATE STRUCTURE

BOARD OF DIRECTORS

Adrian Wischer - Chairman

Cass O’Connor – Non-Executive Director

Kevin McLaine – Managing Director

SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

SENIOR MANAGEMENT

Julian Graham - Chief Financial Officer and Company Secretary

Leanne O’Connor – Systems and People

Drazen Drazic – Securus

Chris Gatford – Hacklabs

Mike Smith & Andrew Leigh – Allcom Networks

Barry Olic – Allcom Consulting Services

CORPORATE GOVERNANCE

SUMMARY OF CHARTER

SECTION 3: OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

Composition of the Board

BOARD COMMITTEES

Audit and Risk Management Committee

Nomination and Remuneration Committee

Policies

SECURITIES TRADING POLICY

CONTINUOUS DISCLOSURE POLICY

ASSET VISION CO LTD Capital/Financing Update 2013