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FIRST LITHIUM LIMITED Capital/Financing Update 2007

Oct 16, 2007

64921_rns_2007-10-16_c269d0a0-799f-4d79-9322-99c88aa1fc7c.pdf

Capital/Financing Update

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ADVANCED ENGINE COMPONENTS LIMITED ACN 009 081 770

RIGHTS ISSUE PROSPECTUS

for a non-renounceable prorata offer of 1 New Share for every 9 Shares held at the Record Date at an issue price of 16 cents per share together with 1 free attaching New Option for every 2 New Shares issued to raise approximately $2,290,000 before costs if fully subscribed

The Rights Issue is underwritten to a level of $2,250,000

The Rights Issue closes at 5.00pm WST on 19 November 2007. Valid acceptances must be received before that time.

Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding your Entitlement. This Prospectus is important and should be read in its entirety. If you have any questions about the securities being offered under this Prospectus or any other matter, you should consult your stockbroker, accountant or other professional advisor.

CONTENTS CONTENTS Page
1. Details of the Rights Issue 2
2. Purpose and Effect of the Rights Issue 5
3. Action Required by Shareholders 7
4. Rights & Liabilities attaching to New Shares and New Options 9
5. Continuous Disclosure Obligations 11
6. Risk Factors 12
7. Additional Information 14
8. Defined Terms 17
9. Directors’ Authorisation 18
ENTITLEMENT AND ACCEPTANCE FORM Personalised Form -separate insert

CORPORATE DIRECTORY

Directors Graham Keys Chairman Antony Middleton Managing Director Thomas Liu Non-Executive Director Albert Pun Non-Executive Director

Stock Exchange Listing Australian Securities Exchange ASX Code “ACE”

Company Secretary Share Registry Susan Hunter Computershare Investor Services Pty Limited Level 2, Reserve Bank Building Registered Office 45 St George’s Terrace 14 Energy Street Perth WA 6000 Malaga WA 6090 Phone: 1300 557 010 Phone: (08) 9209 6900 Fax: (08) 9323 2033 Fax: (08) 9209 6999 Website: www.advancedengine.com

IMPORTANT INFORMATION

  • This Prospectus is dated 17 October 2007 and was lodged with ASIC on that date. Neither ASIC nor ASX take responsibility as to the contents of this Prospectus. No Securities will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

  • No action has been taken to permit the offer of New Shares and New Options under this Prospectus in any jurisdiction other than Australia and New Zealand. The offer of securities made pursuant to this Prospectus is not made in any jurisdiction other than Australia and New Zealand. The offer is not made to persons or places to which, or in which, it would not be lawful to make such an offer of securities. Any persons who come into possession of this Prospectus should seek advice on and comply with any legal restrictions.

  • Applications for New Shares and New Options can only be submitted on an original Entitlement and Acceptance Form which accompanies and forms part of this Prospectus. The Entitlement and Acceptance Form sets out a Shareholders’ Entitlement to participate in the Rights Issue. Shareholders should carefully consider whether to accept their Entitlement. You should consult your financial advisor as to the course you should follow in respect of your Entitlement and carefully consider whether the New Shares and New Options are an appropriate investment for you. Please refer to the risk factors outlined in Section 6 of this Prospectus. Shareholders who do not accept their Entitlement in full under this Prospectus may be diluted on issue of New Shares in the Company.

  • This Prospectus is a “transaction specific prospectus” for an offer of “continuously quoted securities” prepared in accordance with Section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In preparing this Prospectus regard has been made to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and their professional advisers.

  • No person is authorised to give any information or to make any representation in connection with the Rights Issue. Any information or representation in relation to the Rights Issue which is not contained in this Prospectus may not be relied upon as having been authorised by the Company.

  • Certain terms and abbreviations used in this Prospectus have defined meanings that appear in Section 8 of this Prospectus.

ADVANCED ENGINE COMPONENTS LIMITED

ACN: 009 081 770

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14 ENERGY STREET PO BOX 3126 MALAGA 6090 WESTERN AUSTRALIA

TEL: +61 8 9209 6900 FAX: +61 8 9209 6999

ISO 9001 Lic.13705 SAI Global

17 October 2007

Dear Shareholder

Your Directors are pleased to offer you an opportunity to participate in the Company’s Rights Issue to raise approximately $2,290,000 (before costs) if fully subscribed.

The Rights Issue is underwritten by 698 Capital International Ltd, the Company’s major Shareholder, to the extent of $2,250,000. I would like to acknowledge the continuous support from our major Shareholder.

The funds raised will be used by the Company to provide working capital support for our ongoing sales commitments as well as reducing loan commitments to 698 Capital Asia Pacific Ltd.

The Rights Issue offers 1 New Share for every 9 Shares held at an issue price of 16 cents each to all Shareholders registered in Australia and New Zealand at the Record Date.

In addition, the Company will grant 1 free attaching New Option for every 2 New Shares issued to Shareholders under the Rights Issue. The New Options will be exercisable at 12.8 cents each on or before 30 November 2009.

The Company has incorporated a Shortfall facility whereby eligible Shareholders may apply for additional New Shares (and attaching New Options) in excess of their Entitlement at the same price.

On behalf of the Board I invite you to consider the information provided in this Prospectus and encourage you to participate in the Rights Issue.

Yours sincerely,

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Graham Keys Chairman

1

1 DETAILS OF THE RIGHTS ISSUE

1.1 TERMS OF THE RIGHTS ISSUE

The Company is making a non-renounceable Rights Issue at an issue price of 16 cents per New Share to raise approximately $2,290,000 (before costs) if fully subscribed through the offer of 14,339,135 New Shares together with 7,169,567 free attaching New Options.

If any existing Options are exercised and Shares are allotted between the date of this Prospectus and the Record Date, the number of New Shares and New Options offered under this Prospectus will increase and additional funds may be raised.

Entitlements will be determined on the basis of 1 New Share for every 9 Shares held at the Record Date together with 1 free attaching New Option for every 2 New Shares issued. The New Options are exercisable at 12.8 cents on or before 30 November 2009. Any fractional Entitlements will be rounded up to the nearest whole number.

1.2 RIGHTS ISSUE TIMETABLE

Date of Prospectus 17 October 2007
Record Date 26 October 2007
Closing Date (5.00pm WST) 19 November 2007
Allotment of New Shares and New Options 22 November 2007
Expected Date for despatch of holding statements 26 November 2007
Expected date for New Shares to commence trading on ASX 28 November 2007

This timetable is indicative only. The Company, in conjunction with the Underwriter, reserves the right to vary the above dates subject to the Corporations Act and ASX Listing Rules.

1.3 UNDERWRITING

The Rights Issue is underwritten by 698 Capital to the extent of $2,250,000 representing 14,062,500 New Shares and 7,031,250 New Options. A summary of the Underwriting Agreement is set out in Section 7.1.

At the date of this Prospectus, 698 Capital is the major Shareholder of the Company with 55,332,713 Shares representing voting power of 42.9%. Should 698 Capital be required to take up its full underwritten amount it will be issued a total of 14,062,500 New Shares and 7,031,250 New Options. On this basis and assuming no other securities are issued under the Rights Issue, 698 Capital’s voting power in the Company would increase to 48.5%. For information purposes, should 698 Capital exercise the 7,031,250 New Options, its shareholding would increase by that number of Shares and its voting power would increase to 50.9% assuming the issue of no other securities by the Company.

1.4

ENTITLEMENTS

Entitlements to participate in the Rights Issue will be determined on the Record Date. The number of New Shares to which a Shareholder is entitled is shown on the personalised Entitlement and Acceptance Form accompanying this Prospectus. Shareholders wishing to accept their Entitlements in part or in full should refer to Section 3 of this Prospectus for full instructions.

1.5

APPLICATION FOR ADDITIONAL NEW SHARES

Shareholders who accept their full Entitlement have the opportunity to apply for additional New Shares at the issue price of 16 cents each, together with 1 free attaching New Option for every 2 New Shares issued. The allocation of these additional New Shares and New Options will be limited to any Shortfall and will be at the discretion of the Underwriter in consultation with the Directors. Shareholders wishing to apply for additional New Shares should do so on the Entitlement and Acceptance Form and should refer to Section 3 of this Prospectus for full instructions.

2

1.6 NO RIGHTS TRADING

The rights to New Shares (and attaching New Options) under the Rights Issue are non-renounceable. Accordingly, there will be no trading of rights on the ASX and Shareholders may not dispose of their rights to any other party. If Shareholders do not take up their Entitlements under the Rights Issue by the Closing Date, their Entitlement will lapse and form part of the Shortfall.

1.7 OPENING AND CLOSING DATES FOR APPLICATIONS

The Company will accept Entitlement and Acceptance Forms from the date of dispatch of this Prospectus, until the Closing Date or such later date as the Directors may determine in conjunction with the Underwriter and subject to the ASX Listing Rules.

1.8 APPLICATION MONIES HELD ON TRUST

All Application Monies received for New Shares will be held on trust until the New Shares and New Options are allotted. Should any applications for additional New Shares not be accepted, those Application Monies will be refunded without interest as soon as practicable.

1.9 ALLOTMENT AND ALLOCATION POLICY

The New Shares and New Options will be issued as soon as practicable after the Closing Date. All Shareholders accepting their Entitlements will be allotted their New Shares and New Options. The Underwriter in consultation with the Directors, reserve the right to allocate any Shortfall at their absolute discretion. As such, Shareholders who apply for additional New Shares may receive fewer than that applied for or none at all. In this event, any surplus Application Monies will be refunded without interest as soon as practicable. Holding statements in relation to the New Shares and New Options will be dispatched to Shareholders as soon as practicable after allotment. It is the responsibility of Shareholders to confirm the number of New Shares and New Options allotted to them prior to trading on ASX. Shareholders who sell their New Shares or New Options before they receive their holding statements do so at their own risk.

1.10 FOREIGN SHAREHOLDERS

Shareholders with registered addresses outside Australia or New Zealand at the Record Date will not be eligible to participate in the Rights Issue. Accordingly, the New Shares to which any such Foreign Shareholders are entitled will form part of the Shortfall, to be dealt with by the Underwriter in conjunction with the Directors.

1.11 CHESS AND ISSUER SPONSORED

The Company participates in CHESS in accordance with the ASX Listing Rules. Shareholders who are broker sponsored will be sent a holding statement through CHESS. Shareholders who are issuer sponsored will be sent a holding statement by the Company’s share registry. The statements will set out the number of New Shares and New Options allotted under the Prospectus and provide details of a Shareholder’s Holder Identification Number (for CHESS) or Shareholder Reference Number (for issuer sponsored Shareholders).

1.12 TERMS OF THE NEW SHARES AND NEW OPTIONS

The New Shares to be issued pursuant to the Rights Issue are of the same class and will rank equally in all respects with the existing Shares in the Company. The rights and liabilities attaching to the New Shares and New Options are further described in Section 4 of this Prospectus.

1.13 APPLICATION FOR QUOTATION OF THE NEW SHARES

Within 7 days after the date of this Prospectus, application will be made to ASX for the New Shares to be admitted for quotation to ASX. If official quotation of the New Shares is not granted by ASX within three months after the date of this Prospectus, no New Shares will be issued and application monies will be refunded in full without interest in accordance with the Corporations Act. The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication by ASX as to the merits of the Company or the New Shares. The New Options will not be listed.

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1.14 MARKET PRICES OF SHARES ON ASX

For information purposes only, set out below is the latest available closing price of the Shares on ASX prior to lodgement of this Prospectus with ASIC and the highest and lowest closing sales prices on ASX during the three months immediately preceding the date of this Prospectus and the respective dates of those sales:

Price (cents) Date
Highest Closing Sale Price 26.5 16 July 2007
Lowest Closing Sale Price 14 12 October 2007
Last Closing SalePrice 17.5 17October 2007

1.15 RISK FACTORS

In addition to the general risks applicable to all investments in securities of a listed company, there are specific risks associated with an investment in the Company which are set out in Section 6 of this Prospectus. An investment in the New Shares and New Options should be considered speculative.

1.16 TAXATION CONSIDERATIONS

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares and New Options under this Prospectus as it will differ depending on the individual affairs of each Shareholder. All Shareholders are urged to obtain independent financial advice concerning the taxation consequences of accepting their Entitlement and subsequent disposal of New Shares or New Options. The Company, its officers or advisers do not accept any responsibility or liability in respect of any such taxation consequences.

1.17 DIVIDENDS

The Company does not, at this stage, intend to pay dividends for the year ending 30 June 2008. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends, or availability of franking credits attaching to dividends, can be given by the Company.

1.18 PROSPECTUS IS AVAILABLE ON THE COMPANY’S WEBSITE

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company’s website, www.advancedengine.com. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian or New Zealand resident and must only access the Prospectus from within Australia or New Zealand. The Corporations Act prohibits any person passing onto another person an Entitlement and Acceptance Form unless it is accompanying a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

1.19 PRIVACY DISCLOSURE

Persons who apply for New Shares and New Options pursuant to this Prospectus are asked to provide minimum personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for New Shares and New Options, to provide facilities and services to Shareholders, and to carry out various administrative functions. The Company is committed to respecting the privacy of your personal information. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for New Shares and New Options will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder by contacting the Company or the Share Registry.

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2 PURPOSE AND EFFECT OF THE RIGHTS ISSUE

2.1 PURPOSE OF THE RIGHTS ISSUE AND USE OF FUNDS

The Company will raise a minimum of $2,250,000 before costs pursuant to the Rights Issue based on the Underwritten Amount. The Directors intend to apply the funds as follows:

Underwritten Amount
$
Total funds to be raised 2,250,000
To be applied as follows:
Repayment of loan funds and estimated accrued interest* 1,135,000
Estimated expenses of the Rights Issue 90,000
General working capital 1,025,000
*Pursuant to a Loan Agreement (as varied) with 698 Capital Asia Pacific Ltd (a related company
of 698 Capital), the Company must repay $1,000,000 together with all accrued interest on the
loan to the date of repayment. Further details are provided in Section 7.3 of this Prospectus.

Should the full amount of the Rights Issue be subscribed, the Company will raise total funds of $2,294,262 representing an additional amount of $44,262 to the Underwritten Amount disclosed in the table above. Should the Company receive subscriptions above $2,250,000 the additional funds will be applied to general working capital. The information set out in the above table is a statement of present intention as at the date of this Prospectus. In the event circumstances change the Directors reserve the right to vary the proposed use of funds.

2.2 PROFORMA CAPITAL STRUCTURE

The tables below show the impact of the Rights Issue on the capital structure based on the Underwritten Amount and the full offer as at the date of this Prospectus. The final number of New Shares and New Options to be issued upon completion of the Rights Issue is not known at the date of this Prospectus.

The tables assume that no existing Options are exercised from the date of this Prospectus to the time of completion of the Rights Issue. Option holders do not have any right to participate in the Rights Issue unless the Options have been validly exercised prior to the Record Date. If any Options are exercised and Shares allotted prior to the Record Date, the number of New Shares and New Options offered under this Prospectus will increase.

SHARES Underwritten Amount
Full Subscription
Underwritten Amount
Full Subscription
Underwritten Amount
Full Subscription
Number of Shares
Number of Shares
Shares on issue at the date of this Prospectus 129,052,214 129,052,214
New Shares to be issued pursuant to this Prospectus 14,062,500 14,339,135
Total Shares on issue after the Rights Issue 143,114,714 143,391,349
OPTIONS
New Options
New Options
New Options to be issued pursuant to this Prospectus 7,031,250 7,169,567
EXISTING OPTIONS Exercise Price Expiry Date Number
(cents)
Options on issue at the date of this Prospectus 20* 15 April 2008 20,000,000
20
30 June 2008

4,361,529
12.8** 31 Oct 2008 5,859,375**
19 31 Dec 2008 440,000
*subject to the Shares having a 30 day volume weighted average price on ASX of at least 50 cents
**subject to completion of the Rights Issue and determined in accordance with the relevant formula in the
Option Deed with CIM Special Situations Fund Limited as announced by the Company on 25 June 2007
CONVERTIBLE NOTES 40 31 Dec2009 3,000,000

5

At the date of this Prospectus, 698 Capital is the major Shareholder of the Company with 55,332,713 Shares representing voting power of 42.9%. Should 698 Capital be required to take up its full underwritten amount it will be issued a total of 14,062,500 New Shares and 7,031,250 New Options. On this basis and assuming no other securities are issued under the Rights Issue, 698 Capital’s voting power in the Company would increase to 48.5%. For information purposes, should 698 Capital exercise the 7,031,250 New Options, its shareholding would increase by that number of Shares and its voting power would increase to 50.9% assuming the issue of no other securities by the Company.

2.3 PROFORMA FINANCIAL POSITION

To illustrate the effect of the Rights Issue on the financial position of the Company, the following proforma balance sheet has been prepared based on the audited consolidated balance sheet for the financial year ended 30 June 2007 extracted from the annual financial statements after adjustment for:

  • (a) completion of the Rights Issue assuming the raising of the minimum Underwritten Amount of $2,250,000 before costs through the issue of 14,062,400 New Shares and 7,031,250 New Options;

  • (b) repayment of loan funds drawn down subsequent to year end and estimated accrued interest totaling $1,135,000;

  • (c) payment of estimated costs of the Rights Issue of $90,000 offset against contributed equity; and (d) allowance for estimated operational expenditure of $1,000,000 up to settlement of the Rights Issue.

PROFORMA CONSOLIDATED BALANCE SHEET
BASED ON UNDERWRITTEN AMOUNT
Audited
30 June 2007
$000
Unaudited
Proforma
$000
Current Assets
Cash
Trade and other receivables
Inventories
Non Current Assets
Plant and equipment
Intangible assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Provisions
Non Current Liabilities
Borrowings
Provisions
Total Liabilities
NET ASSETS
Equity
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
611
1,636
923
923
1,465
1,465
2,999
4,024
783
783
2,834
2,834
3,617
3,617
6,616
7,641
1,131
1,131
1,127
1,043
183
183
2,441
2,357
3,731
3,731
11
11
3,742
3,742
6,183
6,099
433
1,542
15,258
17,418
1,039
1,039
(15,864)
(16,915)
433
1,542

*The actual amount to be raised under the Rights Issue is not known, however, any difference above the Underwritten Amount will not be material.

The Independent Audit Report in relation to the 30 June 2007 annual financial statements referred to an inherent uncertainty as to whether the Company and its controlled entities will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. In this regard, 698 Capital has agreed to provide financial support in circumstances that will enable the Company to continue to meet its debts as and when they fall due for at least one year from the date of the financial statements being 28 September 2007 as referred to in Section 7.3 of this Prospectus. Further, the Company will raise funds of at least $2,250,000 under the Rights Issue.

6

3 ACTION REQUIRED BY SHAREHOLDERS

3.1 ENTITLEMENT AND ACCEPTANCE FORM

Eligible Shareholders with registered addresses in Australia or New Zealand will receive a personalised Entitlement and Acceptance Form accompanying this Prospectus which has been pre-printed showing:

  • the number of Shares held by them at the Record Date;

  • the number of New Shares available to them under their Entitlement; and

  • the amount payable upon full acceptance of their Entitlement.

Applications for New Shares can only be made by completing and lodging an original Entitlement and Acceptance Form and Application Monies with the Share Registry. Instructions for completion are included on the reverse of the Form.

The Entitlement and Acceptance Form does not have to be signed to be a binding acceptance of New Shares. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final, however a Shareholder will not be treated as having applied for more New Shares than is indicated by the amount on the cheque for the Application Monies and is cleared funds. If a cheque for Application Monies is not honoured on its first presentation, the Directors reserve the right to reject the relevant Entitlement and Acceptance Form.

Eligible Shareholders may accept their Entitlement in full or in part or not at all. Any Eligible Shareholder accepting their full Entitlement may also apply for additional New Shares.

3.2 ACCEPT FULL ENTITLEMENT

Shareholders wishing to accept their full Entitlement should complete the accompanying Entitlement and Acceptance Form for the full number of New Shares entitled and the Application Monies as shown on the Form.

Attach a cheque in Australian dollars for the Application Monies being 16 cents per New Share made payable to “Advanced Engine Components Limited - Rights Issue” and crossed “Not Negotiable”. The attaching New Options are free and require no money to be paid for them upon application.

Send the completed Entitlement and Acceptance Form and cheque to the Share Registry before the Closing Date per Section 3.6 below.

3.3 APPLY FOR ADDITIONAL NEW SHARES

Shareholders wishing to accept their full Entitlement may also apply for additional New Shares at the same issue price of 16 cents each under the Shortfall. Shareholders should complete the accompanying Entitlement and Acceptance Form in respect of the number of additional New Shares they wish to apply for and the total Application Monies (calculated at 16 cents per New Share).

Attach a single cheque in Australian dollars for the total Application Monies (full Entitlement plus additional New Shares multiplied by 16 cents) made payable to “Advanced Engine Components Limited - Rights Issue” and crossed “Not Negotiable”. The attaching New Options are free and require no money to be paid for them upon application.

Send the completed Entitlement and Acceptance Form and cheque to the Share Registry before the Closing Date per Section 3.6 below.

The allocation of additional New Shares will be limited to any Shortfall. The attaching New Options will automatically be issued upon successful subscription of any additional New Shares. The Underwriter in consultation with the Directors, reserve the right to allocate any Shortfall at their absolute discretion. As such, Shareholders who apply for additional New Shares may receive fewer than that applied for or none at all. In this event, any surplus Application Monies will be refunded without interest as soon as practicable after the Closing Date. Holding statements in relation to the New Shares and New Options will be dispatched to Shareholders as soon as practicable after allotment. It is the responsibility of Shareholders to confirm the number of New Shares and New Options allotted to them prior to trading on ASX. Shareholders who sell their New Shares or New Options before they receive their holding statements do so at their own risk.

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3.4 ACCEPT PART ONLY OF ENTITLEMENT

Shareholders wishing to accept part only of their Entitlement, should indicate on the accompanying Entitlement and Acceptance Form the number of New Shares they wish to accept and the Application Monies (calculated at 16 cents per New Share accepted).

Attach a cheque in Australian dollars for the appropriate Application Monies made payable to “Advanced Engine Components Limited - Rights Issue” and crossed “Not Negotiable”. The attaching New Options are free and require no money to be paid for them upon application.

Shareholders must send the completed Entitlement and Acceptance Form with the cheque to the Share Registry by the Closing Date per Section 3.6 below.

3.5 ENTITLEMENTS NOT TAKEN UP

If Shareholders do not wish to accept any of their Entitlement or are precluded from doing so as they reside outside Australia or New Zealand, they are not obliged to do anything.

The number of Shares you hold and the rights attaching to those Shares will not be affected should you choose not to accept any of your Entitlement. However, your shareholding in the Company will be diluted with the subsequent issue of the New Shares.

All Entitlements not accepted will form part of the Shortfall which will be dealt with at the discretion of the Underwriter in conjunction with the Directors.

3.6 SHARE REGISTRY DETAILS

Completed Entitlement and Acceptance Forms and cheques must be lodged before the Closing Date at the Company’s Share Registry:

Delivery Address: Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000 Postal Address: Computershare Investor Services Pty Limited GPO Box D182 PERTH WA 6840

3.7 ENQUIRIES

Shareholders with questions on how to complete the Entitlement and Acceptance Form should contact the Share Registry at the addresses above or by telephone on 1300 557 010.

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4 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES AND NEW OPTIONS

4.1 NEW SHARES

The New Shares issued pursuant to this Prospectus will rank equally with the Company’s existing Shares. The following is a general description of the more significant rights and liabilities attaching to the New Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the New Shares are contained in the Corporations Act, ASX Listing Rules and the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

Ranking of Shares

At the date of this Prospectus, all Shares are of the same class and rank equally in all respects.

Voting Rights

Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held.

Dividend Rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

Variation of Rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of threequarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

Transfer of Shares

Subject to the Company’s Constitution, the Corporations Act or any other applicable laws of Australia and ASX Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

Unmarketable Parcels

The Company’s Constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant shares unless an exemption notice is received by a specified date.

General Meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and ASX Listing Rules.

Rights on Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

  • divide among the Shareholders the whole or any part of the Company’s property; and

  • determine how the division is to be carried out as between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

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4.2 NEW OPTIONS

The terms of the New Options are set out below. The New Options will not be listed on ASX.

  • (a) Each New Option will lapse if not exercised on or before 30 November 2009 (“Expiry Date”).

  • (b) Each New Option shall entitle the holder to subscribe for and to be allotted one Share in the capital of the Company upon exercise of the New Option and payment to the Company of the exercise price of 12.8 cents.

  • (c) A New Option may be exercised by the option holder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the exercise price and the statement for the New Option, to the Company’s Share Registry. If the option holder holds more than one New Option, the New Options may be exercised in whole or in part.

  • (d) A notice of exercise is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.

  • (e) Subject to any restrictions in the ASX Listing Rules, within 10 business days of receipt of a properly executed notice of exercise and the required application funds the number of shares specified in the notice will be allotted.

  • (f) Each statement will bear a suitable form of notice of exercise of the New Options, endorsed on the back of the statement, for completion by the option holder (if required). If the New Options comprised in any such statement are exercised in part only, before the expiry date, the Company will issue the option holder with a fresh statement for the balance of the New Options held and not yet exercised.

  • (g) The period during which the New Options may be exercised cannot be extended.

  • (h) The option holder is not entitled to participate in new issues of securities offered to share holders. The option holder can participate in new issues of securities offered to Shareholders if the New Option is exercised before the relevant record date for that new issue.

(i) If from time to time before the expiry of the New Options the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “bonus issue”), other than in lieu of a dividend payment, then upon exercise of a New Option the option holder will be entitled to have issued to it in addition to the shares which it is otherwise entitled to have issued to it upon such exercise additional shares in the Company. The number of additional shares is the number of shares which would have been issued to it under that bonus issue (“bonus shares”) if on the date on which entitlements were calculated it had been registered as the holder of the number of shares which it would have been registered as holder if immediately before that date it had exercised its New Options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank equally in all respects with the other shares allotted upon exercise of the New Options.

  • (j) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any New Options, all rights of the option holder will be reconstructed (as appropriate in accordance with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation).

  • (k) Shares allotted pursuant to exercise of the New Options will rank equally with the then issued Shares of the Company.

  • (l) The Company undertakes to apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any New Options, within 10 business days of the date of allotment of those Shares.

  • (m) Other than as referred to above, the New Option does not confer the right to a change in exercise price, or a change to the number of underlying securities over which it can be exercised.

  • (n) Subject to the constitution of the Company, the Corporations Act and the ASX Listing Rules the New Options are freely transferable.

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5 CONTINUOUS DISCLOSURE OBLIGATIONS

5.1 TRANSACTION SPECIFIC PROSPECTUS

The Company is listed on the ASX and its fully paid ordinary shares are quoted on ASX. The New Shares to be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of ASX during the 12 months prior to the issue of this Prospectus. The New Options to be issued pursuant to this Prospectus will not be quoted but enable optionholders to acquire quoted shares.

The Company is a “disclosing entity” (as defined by section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or value of the Company’s securities.

This Prospectus is issued pursuant to section 713 of the Corporations Act as a transaction specific prospectus. In general terms “transaction specific prospectuses” or “prospectuses for continuously quoted securities” are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. It does not contain all the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on ASX.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes it has complied with the general and specific requirements of ASX (as applicable from time to time throughout the 12 months before the issue of this Prospectus) which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

The Company believes there is no other information that Shareholders or investors would reasonably require for the purposes of making an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to the New Shares and New Options under this Prospectus, which has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and would reasonably be expected for investors and their professional advisers to find in the Prospectus.

5.2

AVAILABILITY OF INFORMATION REGARDING THE COMPANY

AEC, as a disclosing entity under the Corporations Act states that:

  • (a) it is subject to regular reporting and disclosure obligations;

  • (b) copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office; and

  • (c) the Company will provide a copy of any of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

  • (i) the annual financial report of the Company for the year ended 30 June 2007, being the most recently lodged with ASIC; and

  • (ii) any continuous disclosure notices given by the Company to ASX after lodgement of the 2007 annual financial report and before the lodgement of this Prospectus with ASIC.

Set out below are details of the documents lodged with ASX in relation to the Company since the date of lodgement of the 2007 Annual Report on 28 September 2007 until the date of this Prospectus. ASX maintains publicly available information for all listed companies on its website (www.asx.com.au). The Company’s announcements can be viewed on this site.

List of Continuous Disclosure Notices lodged by the Company since 28 September 2007

Issue Date Title of Notice as lodged with ASX
5/10/07 Underwritten Rights Issue
16/10/07 Notice to Optionholders aboutRightsIssue

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6 RISK FACTORS

In accepting their Entitlements under the Rights Issue, Shareholders will be subscribing for New Shares and New Options in the Company. As with any share investment, there are risks involved. This section identifies the major areas of risk associated with an investment in the Company, but should not be taken as an exhaustive list of the risk factors to which the Company and its Shareholders are exposed.

Investment Risk

The Shares to be issued pursuant to this Prospectus should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or the market value of the Shares. The prices at which an investor may be able to trade the Shares may be above or below the issue price paid for the Shares. The future success of the Company will be dependent upon a number of uncertain factors many of which are beyond the control of the Company and the Directors. While the Directors commend the Rights Issue, Shareholders must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

Dependence on External Sources of Capital

In funding the commercialisation activities to date the Company has relied on external sources of funding as the Company’s capital and internally generated cashflow has not been sufficient to meet its capital requirements. The Directors expect that the proceeds of the capital raising under this Prospectus will provide sufficient capital resources to enable the Company to achieve its current stated business objectives. However, the Directors can give no assurances that such objectives will in fact be met without the need for future borrowings or additional capital raisings. Further, the ability to raise additional debt and/or equity capital as and when required by the Company will be influenced by numerous factors and may not be available on acceptable terms (if at all).

Contract Risks

The Company is and will be party to numerous contracts and agreements. There is the risk of financial failure or default by a counterparty to these contracts and agreements or a participant in any of the joint ventures or other contractual relationships to which the Company is, or may become a party. Any breach or failure may lead to termination of the relevant contract or agreement by the Company. In addition, contracts entered into by the Company may include provisions which impose financial and/or other claims for nonperformance of the Company’s obligations or products supplied by the Company, such as warranties and indemnities.

Competition and Risk of Technological Obsolescence

The Company has significant competition in the sale of its current and future products from major motor vehicle manufacturers developing their own version of natural gas engines and multinational developers and providers of competing or similar technologies. There can be no assurance that technological advances by others will not render the Company’s products or technologies obsolete or non-competitive.

Environmental Regulations

The adoption or repeal of legislation, such as that relating to environmental protection, could impact upon the future earnings of the Company. The future success of the Company is dependent, in part, on the acceptance by engine manufacturers of gas as an alternative fuel to conventional liquid fuels. The Company believes that the adoption in many countries of more stringent exhaust emission regulations applicable to vehicles will lead engine and vehicle manufacturers to produce engines incorporating less pollutive and more fuel efficient technology. However, there can be no assurance that more stringent regulations will support substantial growth in the Company’s natural gas vehicle system business or that such regulations will be adopted, or if adopted, maintained or strictly enforced.

Uncertainties Associated with Expansion Opportunities

The Company’s success will depend in part upon its ability to increase sales of its products and technology. Such success may also depend upon the Company’s ability to develop and introduce new products and technology. The Company intends to continue to review the potential of its products globally. There can be no assurance that markets can be established and exploited successfully.

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Patent and Licence Uncertainties

Proprietary rights relating to the Company’s products will be protected from unauthorised use by third parties only to the extent that they are covered by valid and enforceable patents or are maintained in confidence as trade secrets. The Company does not have any patent protection in China.

Certain of the Company’s patented technology consist of processes that may be performed by using components not purchased from the Company. Although such use may infringe the Company’s patents, it may be difficult for the Company to detect and enforce the Company’s rights in that event, and enforcement could involve significant use of the Company’s resources. In addition, there can be no assurance that any pending patent applications filed by the Company will result in patents being issued or that any patents now or hereafter owned by the Company will afford protection against competitors.

There can also be no assurance that the Company’s non-disclosure agreements with its employees and consultants will provide effective protection for the Company’s trade secrets or other proprietary information. In the absence of patent protection, the Company’s business may be adversely affected by competitors that independently develop functionally equivalent products and technology.

Economic and Government Risks

The future viability of the Company is also dependent on a number of other factors affecting performance of all industries including, but not limited to, the following:

  • general economic and political conditions in Australia and its major trading partners, in particular interest rates, currency exchange rates, inflation rates, commodity supply and demand factors;

  • • changes in government policies, taxation and other laws in Australia and its major trading partners;

  • the strength of the equity and share markets in Australia and throughout the world; and

  • natural disasters, social upheaval or war in Australia or overseas.

Country Risks

The Company is conducting business in a number of countries other than Australia including China. Conducting business in some countries carries a greater risk than conducting business in Australia because of risks including unstable governments, sovereign risk and confusing legal systems. The Company is monitoring and managing these risks in an appropriate manner but it cannot guarantee that these risks will not cause loss to the Company.

Litigation

The Company was joined in an action between two French companies, Irisbus and CRMT, as part of litigation commenced between them in 2004. Currently, neither Irisbus nor CRMT is claiming any specific quantum of loss from the Company. The Company will vigorously defend any claim made against it should the action proceed. The Company’s lawyers have filed a summary of proceedings against CRMT for recovery of all monies owed by CRMT to the Company, all stock held by CRMT and recovery of all costs incurred by the Company in pursuing the action. The Directors have no reason to believe that the provision made in the annual accounts is insufficient.

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7 ADDITIONAL INFORMATION

7.1 UNDERWRITING AGREEMENT

The Company has entered into an Underwriting Agreement dated 12 October 2007 with 698 Capital to underwrite the Rights Issue to the extent of $2,250,000 (“the Underwritten Amount”).

No fees are payable by the Company to 698 Capital for the underwriting of the Rights Issue. However, should 698 Capital be required to pay reasonable fees (if any) to a sub-underwriter, the Company will reimburse 698 Capital for those fees.

The Company has given 698 Capital, as the Underwriter, an indemnity which is usual in an agreement of this nature.

The Underwriting Agreement provides that 698 Capital may terminate the agreement and its underwriting obligations at any time without cost or liability to it upon the occurrence of any one or more of the following termination events:

  • (a) approval is not received from the ASX for the official quotation of the New Shares;

  • (b) there is a material failure by the Company to perform or observe any of its material obligations under the Underwriting Agreement;

  • (c) there is any material adverse change in the financial position or prospects of the Company;

  • (d) there is any material contravention by the Company of its Constitution, the Corporations Act, the ASX Listing Rules or any other relevant law;

  • (e) any director or officer of the Company is charged with or convicted of any criminal offence involving fraudulent or dishonest conduct; or

  • (f) there is an event of insolvency such as the appointment of a receiver, manager, administrator, liquidator or similar officer to the Company.

7.2 INTERESTS OF THE UNDERWRITER

698 Capital is the major Shareholder of the Company with 55,332,713 Shares. Mr Pun, a Director of the Company, was appointed director of 698 Capital on 20 August 2007. Mr Liu, a Director of the Company, was a director of 698 Capital until his resignation on 20 August 2007.

698 Capital Asia Pacific Ltd, a related body corporate of 698 Capital, is party to a Loan Agreement with the Company and is the holder of 3,000,000 convertible notes in the Company. Further details of these are provided in Section 7.3 below.

At the date of this Prospectus, 698 Capital is the major Shareholder of the Company with 55,332,713 Shares representing voting power of 42.9%. Should 698 Capital be required to take up its full underwritten amount it will be issued a total of 14,062,500 New Shares and 7,031,250 New Options. On this basis and assuming no other securities are issued under the Rights Issue, 698 Capital’s voting power in the Company would increase to 48.5%. For information purposes, should 698 Capital exercise the 7,031,250 New Options, its shareholding would increase by that number of Shares and its voting power would increase to 50.9% assuming the issue of no other securities by the Company.

7.3 DISCLOSURE OF INTERESTS OF DIRECTORS AND PROFESSIONAL ADVISERS

Other than as set out below or elsewhere in this Prospectus, no:

  • (a) Director; or

  • (b) promoter, underwriter or any other 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;

has or has had, during the last two years before lodgement of this Prospectus with ASIC:

  • (a) any interest in the formation or promotion of the Company; or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Rights Issue; or in the Rights Issue; and

  • (b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of the above persons, as an inducement to become, or to qualify as a Director, or otherwise, for services rendered by such persons in connection with the formation or promotion of the Company or the Rights Issue.

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Directors’ Interests in Shares and Options

Set out in the table below are details of the Directors’ interests in the Shares and Options of the Company as at the date of this Prospectus:

Directors Notes Shares Options
Graham Keys (a) 2,597,334 1,450,000
Antony Middleton 3,181,651 -
Thomas Liu (b) - -
Albert Pun (b) 55,332,713 -
  • (a) The options are exercisable at 20 cents each at any time on or before 30 June 2008. 1,200,000 of the options are held by Norvest Corporate Pty Ltd of which Mr Keys is a director and sole shareholder.

  • (b) The shareholding is held by 698 Capital of which Mr Pun is a director. Mr Liu resigned as a director of 698 Capital on 20 August 2007.

Directors Remuneration

The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors determine, but the total amount provided to all non-executive directors must not exceed in aggregate the amount fixed by the Company in general meeting. The aggregate remuneration for all nonexecutive directors has been previously set at an amount of $350,000 per annum.

Mr Keys, as Chairman, is paid an annual fee of $25,000. No fees are paid to the non-executive directors. Mr Middleton, the Managing Director of the Company, has been paid the following remuneration in the last two financial years:

Financial Year
Salary/Fees
Benefits
Superannuation
Options
Total
$ $ $ $ $ 2007
52,648
103,459
13,895
-
170,002
2006
109,368
31,200
12,651
27,600
180,819

Interests in Contracts

698 Capital Asia Pacific Ltd, a related body corporate of 698 Capital, holds 3,000,000 convertible notes at $1.00 each in the Company. The notes can be converted to Shares at 40 cents per share equating to a total of 7,500,000 Shares subject to relevant Shareholder and regulatory approvals on or before 31 December 2009. The convertible notes are secured by a fixed and floating charge over all the assets of the Company and interest is payable at 7.57% per annum.

698 Capital Asia Pacific Ltd, a related body corporate of 698 Capital, has a Loan Agreement with the Company for an amount of $750,000. The loan is unsecured with interest payable at 9% per annum and the principal is payable on demand. By Deeds of Variation in August and September 2007, 698 Capital Asia Pacific Ltd agreed to increase the loan to the Company to not more than $1,750,000. As at the date of this Prospectus, this amount has been fully drawn down. Pursuant to the Loan Agreement (as varied) the Company must reduce the total borrowing to $750,000 including payment of all accrued interest either through a cash payment or, at the lenders option, a combination of cash and shares upon the earlier of the Company raising a minimum of $1,500,000 through a share issue and 15 July 2008. As set out in Section 2.1 of this Prospectus, the Company intends to use the funds raised under the Rights Issue to repay $1,000,000 of the loan and estimated accrued interest of approximately $135,000.

During the 2006 financial year, a previous loan of $750,000 to 698 Capital Asia Pacific Ltd was converted to equity at 13.5 cents following approval by Shareholders in general meeting on 24 March 2006.

Total interest paid or payable to 698 Capital Asia Pacific Ltd under the above convertible notes and loans during the last two financial years was $334,725 (2007) and $281,164 (2006) respectively.

By a letter dated 21 September 2007 to the Company, 698 Capital has agreed to provide financial support in circumstances that will enable the Company to continue to meet its debts as and when they fall due for at least one year from the date of the Directors Declaration in the 2007 annual report (being 28 September 2007). This support is subject to the Company raising additional working capital of a minimum $1,500,000 prior to 31 December 2007 and 698 Capital remaining the major Shareholder of the Company holding not less than 40% of the Shares in the Company.

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Loans from Directors to the Company

Norvest Corporate Pty Ltd (a related company of Mr Keys) made a loan to the Company of $130,000 during the 2007 financial year. The loan was unsecured with no interest payable and was repaid during that year.

Mr Middleton and Seibu Pty Ltd (a related company of Mr Keys) each made a loan to the Company of $60,000 on arm’s length terms during the 2006 financial year. The loans were unsecured with interest at 15% per annum and were repaid during that year. Total interest paid was less than $2,000.

Interests in Firms Engaged by the Company

Mr Keys is a director and shareholder of Norvest Corporate Pty Ltd which acts as corporate advisor to the Company providing various corporate, capital raising, company secretarial and accounting services to the Company at normal commercial rates. During the last two financial years Norvest Corporate Pty Ltd has been paid total fees of $202,010 (2007) and $125,315 (2006) respectively. Estimated fees payable to Norvest Corporate Pty Ltd for corporate work in relation to this Prospectus are approximately $30,000.

Interests of Advisers

BDO Kendalls Audit & Assurance (WA) Pty Ltd has not conducted any work in relation to this Prospectus apart from providing its consent below and therefore no fees are payable in relation to this Prospectus. Fees for audit and other services paid in the last two financial years were $113,478 (2007) and $87,761 (2006) respectively.

7.4 CONSENTS AND DISCLAIMERS OF RESPONSIBILITY

The following parties have given, and have not before lodgement of this Prospectus withdrawn, their written consents in accordance with the Corporations Act with respect to this Prospectus in both paper and electronic form to be named in the form and context in which they are included:

  • 698 Capital in the capacity of Underwriter for the Rights Issue;

  • Computershare Investor Services Pty Limited in the capacity of Share Registry to the Company; and

  • • BDO Kendalls Audit & Assurance (WA) Pty Ltd in the capacity of auditors to the Company and for inclusion of references to the Independent Audit Report and audited financial statements for the year ended 30 June 2007.

Each of the parties referred to in this Section:

  • has not authorised or caused the issue of this Prospectus;

  • has not made any statement in this Prospectus, or any statement on which a statement in the Prospectus is based, other than as specified in this Section;

  • makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Rights Issue;

  • was not involved in the preparation of this Prospectus or any part of it except where expressly attributed to that person; 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 or as specified in this Section.

7.5

EXPENSES OF THE RIGHTS ISSUE

The estimated expenses based on the raising of the minimum Underwritten Amount of $2,250,000 pursuant to the Rights Issue are estimated at $90,000 including ASX quotation fees, consulting fees, sub-underwriting fees and costs associated with ASIC lodgement, share registry, printing and postage.

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8 DEFINED TERMS

The following definitions apply throughout this Prospectus.
AEC or the Company Advanced Engine Components Limited ABN 67 009 081 770.
Application Monies monies received by the Company at 16 cents per New Share.
ASIC Australian Securities and Investments Commission.
ASX ASX Limited ABN 98 008 624 691 and, where the context permits, the
Australian Securities Exchange operated by ASX Limited.
Business Day any day defined to be a Business Day pursuant to the ASX Listing Rules.
CHESS ASX Clearing House Electronic Sub-register System.
Closing Date 5.00pm (WST) on 19 November 2007 or such later date as the Directors, in
conjunction with the Underwriter, may determine subject to ASX Listing Rules.
Constitution Constitution of the Company as at the date of this Prospectus.
Corporations Act Corporations Act 2001 (Cth).
Director a Director of Advanced Engine Components Limited.
Eligible Shareholder a Shareholder with a registered address in Australia or New Zealand.
Entitlement is the pro rata entitlement of Shareholders to New Shares and New Options
under the Rights Issue by virtue of their shareholding at the Record Date.
Foreign Shareholder a Shareholder with a registered address outside Australia or New Zealand.
Listing Rules the Listing Rules of the ASX.
New Options options to acquire Shares at an exercise price of 12.8 cents on or before
30 November 2009 being offered as part of the Rights Issue on the basis of 1
New Option for every 2 New Shares issued.
New Shares Shares issued pursuant to the Rights Issue.
Option an option to acquire a Share subject to the terms and conditions of the option.
Prospectus this prospectus dated 17 October 2007.
Record Date 5.00pm (WST) on 26 October 2007 being the date for determination of
Entitlements of Shareholders to participate in the Rights Issue.
Rights Issue the non-renounceable prorata offer of New Shares to Shareholders on the basis
of 1 New Share for every 9 Shares held on the Record Date at an issue price of
16 cents per New Share together with 1 free attaching New Option for every
2 New Shares issued.
Share a fully paid ordinary share in Advanced Engine Components Limited.
Shareholder a holder of Shares in Advanced Engine Components Limited.
Share Registry Computershare Investor Services Pty Limited.
Shortfall those New Shares for which valid applications have not been received by the
Closing Date under the Rights Issue.
Underwriter 698 Capital.
Underwriting Agreement
the agreement dated 12 October 2007 between the Underwriter and the
Company.
Underwritten Amount $2,250,000 of the Rights Issue.
WST Western Standard Time.
$ or A$ Australian dollars. All amounts in this Prospectus are in Australian dollars
unless stated.
698 Capital 698 Capital International Ltd ARBN 105 459 130, a company incorporated in
the British Virgin Islands.
698 Capital Asia Pacific
698 Capital Asia Pacific Ltd, a company incorporated in the British Virgin
Islands.

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9 DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with section 720 of the Corporations Act, each Director has consented in writing to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of Advanced Engine Components Limited

==> picture [92 x 39] intentionally omitted <==

Graham Keys Chairman

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