SPRINTEX LIMITED - Capital/Financing Update 2009

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AUTOMOTIVE TECHNOLOGY GROUP LIMITED
ABN: 38 106 337 599
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RIGHTS ISSUE OFFER DOCUMENT

For a non-renounceable pro rata entitlement issue to Shareholders of 116,619,750 New Shares at an issue price of 5 cents per Share on the basis of 1 New Share for every 1 Share held to raise up to approximately $5,800,000 before issue costs ( Offer )

The Offer is partially Underwritten

Important Notice

This document is not a prospectus. This document does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered by this document.

This document should be read in its entirety. If after reading this Offer Document you have any questions about the New Shares being offered under this Offer Document then you should consult your stockbroker, accountant or other professional adviser.

The New Shares offered by this Offer Document should be considered as speculative.

The offer opens on 15 September 2009 and closes at 5:00pm WDST on 29 September 2009. Valid acceptances must be received before that time.

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IMPORTANT NOTES

This Offer Document is dated 1 September 2009 and is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. The rights issue under this Offer Document falls within section 708AA of the Corporations Act, as modified by Class Order CO 08/35, and does not require disclosure to investors under a prospectus. Accordingly, the level of disclosure in this Offer Document is significantly less than that required under a prospectus and Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX and consult their professional advisers before deciding whether to accept the Offer.

No person is authorised to give information or to make any representation in connection with this Offer Document which is not contained in the Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Offer Document.

Eligible Shareholders will receive an Acceptance Form with this Offer Document. The Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to much such an offer.

This Offer Document including each of the documents attached to it and which form part of this Offer Document is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Offer Document or are in any doubt as to how to deal with it, you should consult your professional adviser.

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the SCH Business Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your application.

Contents	Contents	Page
1	EXECUTIVE DIRECTOR’S LETTER…………………………………………..	3
2	CORPORATE DIRECTORY…………………………………………………….	4
3	DETAILS OF THE OFFER………………………………………………………	5
4	RISK FACTORS………………………………………………………………….	9
5	ADDITIONAL INFORMATION………………………………………………….	12
6	GLOSSARY……………………………………………………………………….	14

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1 EXECUTIVE DIRECTOR’S LETTER

1 September 2009

Dear Shareholder,

On behalf of the Board of Automotive Technology Group Limited ( Company ), I am pleased to provide you with the entitlement to participate in a pro-rata non renounceable rights issue ( Rights Issue ).

The Directors have decided that the Rights Issue is the best way to raise further capital in the current market. It is anticipated that. the Rights Issue will raise up to approximately $5,800,000 before costs.

Eligible Shareholders have the opportunity under the Offer to subscribe for 1 New Share for every 1 Share held on the Record Date at the issue price of 5 cents per New Share. The issue price represents a discount of approximately 17% to the closing price of the Shares last traded on the ASX on 31 August 2009.

The Offer will be conducted without a prospectus in accordance with the streamlined offering provisions of the Corporations Act.

The details of the Offer are set out in this Offer Document together with your personalised Entitlement and Acceptance Form.

The Offer is partially underwritten to an amount of $1,000,000.

The proceeds of the Offer will be used for working capital and to review and develop new business opportunities which currently present themselves to the Company.

The Board of ATG recommends the Offer to you, which will enable your Company to continue to develop its technology and to provide additional working capital.

You are encouraged to read this Offer Document and the accompanying Entitlement and Acceptance form in its entirety. If you have any questions in relation to the Offer, you should consult your stockbroker or other professional advisor.

The Board would like to take this opportunity to thank shareholders for their ongoing support.

Yours faithfully

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Steven Apedaile Executive Director

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2 CORPORATE DIRECTORY

Directors

Richard Siemens Non-Executive Chairman Steven Apedaile Executive Director Anthony Hamilton Executive Director to 31 August 2009)/Non-Executive Director from 1 September 2009

Company Secretary

Jay Stephenson

Registered Office

73 Resources Way MALAGA WA 6090

Principal Place of Business

73 Resources Way MALAGA WA 6090

Telephone: (08) 9262 7222 Facsimile: (08) 9262 7288 Email: [email protected]

Share Registry

Computershare Level 2 45 St Georges Terrace PERTH WA 6000 Ph: (08) 9323 2000 Fax: (08) 9323 2033

Auditors

Ernst & Young

Stock Exchange Listing

The Company is listed on the Australian Securities Exchange Ltd (ASX) Home Exchange: Perth, Western Australia

ASX Code: ATJ

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3 DETAILS OF THE OFFER

3.1 Introduction

The Offer is for a non-renounceable pro rata entitlements issue to Eligible Shareholders of 116,619,750 New Shares on the basis of 1 New Share for every 1 Share held as at the Record Date at an issue price of 5 cents each to raise up to approximately $5,800,000 before issue costs.

The number of New Shares to which you are entitled is calculated as at the Record Date and is shown on the Application Form which accompanies this Offer Document.

The Directors may at any time decide to withdraw this Offer Document and the offer of New Shares made under this Offer Document in which case the Company will return all application monies (without interest) within 28 days of giving such notice of withdrawal.

3.2 Agreements to subscribe for Entitlement

The following Shareholders have agreed with the Company to subscribe for the following numbers of New Shares under their Entitlements as follows:

numbers of New Shares	under their Entitlements	as follows:
Shareholder	Shares held at date of Offer	Entitlement to New Shares	Number of New Shares that will be subscribed for pursuant to the agreement
Entities associated with Richard Siemens	19,830,170	19,830,170,	9,915,085
EuroMark Limited	21,395,504	21,395,504	10,697,752
Entities associated withSteven Apedaile	14,996,930	14,996,930	4,000,000
Michael and Megan Wilson	9,670,000	9,670,000	9,670,000

3.3 Underwriting

The Issue is underwritten to the amount of $1,000,000.

The Company has entered into an underwriting agreement with Michael and Megan Wilson ( Underwriting Agreement ), pursuant to which Michael and Megan Wilson have jointly agreed to underwrite 20,000,000 New Shares which form the shortfall from the Offer ( Underwriting Commitment ).

The Company has agreed to pay the Underwriter a fee of 5% of its Underwriting Commitment, being a total underwriting fee of $50,000, payable once the Offer is closed and the New Shares are allotted.

The table below demonstrates the potential maximum extent of the increase in the voting power of Michael and Megan Wilson as a result of the Underwriting.

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Michael and Megan Wilson

Event/Date	Shares issued pursuant to Event	Number of Shares held by Underwriter	Voting Power of Underwriter
Date of Offer Document	N/A	9,670,000	8.3%
After issue of New Shares assuming 100% shortfall (after the Shareholders have subscribed for their Entitlements as set out in Section 3.2) and assuming that no other Shortfall is placed	20,000,000	39,340,000	23.02%
After issue of New Shares assuming 100% Shortfall and assuming Shortfall is placed in full	20,000,000	39,340,000	16.87%

The figures depicted above demonstrate the potential effect of the underwriting by the Underwriter. However, it is unlikely that none of the Shareholders will take up their Entitlement under this Offer Document. In the event that Shareholders take up their Entitlements, the underwriting obligation of the Underwriter and therefore voting power of the Underwriter may reduce by a corresponding amount.

3.4 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall.

The offer of the Shortfall is a separate offer pursuant to this Offer Document. The issue price of any New Shares offered pursuant to the Shortfall Offer shall be 5 cents, being the price at which the Entitlement has been offered to Shareholders pursuant to this Offer Document. Shareholders are invited to apply for Shortfall in addition to their Entitlement.

The Shortfall shall be placed to Shareholders at the discretion of the Directors and the Directors reserve the right to allot to an Applicant a lesser number of Shortfall Shares than the number for which the Applicant applies, or to reject an application, or to not proceed with placing the Shortfall.

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3.5 Timetable for the Offer

Lodgement of Offer Document, Cleansing Notice and 1 September 2009 Appendix 3B with ASX Letter to Shareholders 3 September 2009 Ex Date (date from which securities commence trading 4 September 2009 without entitlement to participate in the Offer Record Date for determining Shareholder entitlements 10 September 2009 Offer Document despatched to Shareholders 15 September 2009 Entitlement Issue Closing Date 29 September 2009 New Shares quoted on a deferred settlement basis 30 September 2009 Notification to ASX of undersubscriptions 2 October 2009 Despatch date/New Shares entered into Shareholders’ 8 October 2009 security holdings Normal trading commences 9 October 2009

*These dates are determined based upon the current expectations of the Directors and the Underwriter and may be changed.

The Company reserves the right to vary the above dates, subject to the Corporations Act and Listing Rules.

3.6 Use of proceeds and effect of the Offer on the Company

The immediate financial effect of the Offer on the Company will be to increase cash reserves by up to approximately $5,830,987 (before costs). The Company intends to apply the funds raised to:

the funds raised to:
Item of Expenditure	Amount ($)
Repayment of finance facility	$1,000,000
Payments of purchases of materials and parts to fulfil sales orders and production	$1,400,000
Capital expenditure in relation to upgrading of test rig and dyno facilities	$200,000
Marketing programs	$350,000
Expenditure to complete development of existing and planned supercharger kit projects	$400,000
Restructuring costs	$200,000
Working capital to grow business opportunities	$950,000
Repayment of creditors	$1,230,987
Underwriting fee and rights issue costs	$100,000
TOTAL	$5,830,987

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The principal effect of the Offer on the Company's capital structure is outlined in the table below:

below:
	NumberofShares
Shares on Issue at the Offer Date	116,619,750
NewSharesIssued underthe Offer	116,619,750
Shares on issue on completion of the Offer	233,239,500

The Company also has 7,500,000 unlisted Options on issue, exercisable at 30 cents each on or before 31 December 2010. Any or all of these Options may be exercised prior to the Record Date which will increase the number of New Shares to be offered under the Offer.

The Company also has 17,099,500 Class A Performance Shares and 17,099,500 Class B Performance Shares.

The Company also has a converting note on issue to Almasi Superannuation Fund for a face value of $150,000 convertible into 750,000 Shares on or before 30 June 2010.

3.7 No Rights Trading

The rights to the New Shares pursuant to the Issue are non-renounceable. Accordingly, there will be no trading of these rights. If you do not take up your entitlement the Offer will lapse and the New Shares will be dealt with by the Company.

3.8 Acceptances and Entitlements

The Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company to extend the Offer period or close the Offer early. Fractional entitlements or allocations (as the case may be) to New Shares will be rounded up to the nearest whole number. Acceptance cannot exceed your entitlement as shown on the Application Form. However, you may apply for New Shares under the Shortfall by completing the Shortfall Application Form as set out in Section 3.3. If acceptance exceeds your entitlement as shown on the Application Form acceptance will be deemed to be for your maximum entitlement and for the Shortfall, and any surplus subscription funds will be applied towards your deemed application for Shortfall.

Action required by Shareholders:

(a) Acceptance in Full and Shortfall – If you wish to take up all of your entitlement and to apply for Shortfall Shares, please complete the Application Form and the Shortfall Application Form and forward them together with your cheque for the number of New Shares and Shortfall Shares applied for multiplied by 5 cents.
(b) Acceptance in Full - If you wish to take up all of your entitlement, please complete the Application Form and forward it, together with your cheque for the amount shown, to the address shown below by the Closing Date.
(c) Partial Acceptance - If you wish to take up part of your entitlement, please complete the Application Form by inserting the number of New Shares for which you wish to accept and forward it with your cheque for the total amount payable to the address shown below by the Closing Date.
(d) Non Acceptance - If you do not wish to take up any part of your entitlement you are not required to take any action.

If you have any queries concerning your Entitlement, please contact your stockbroker or professional adviser or the ATG Company Secretary at; Tel: (08) 6468 0388 or Fax: (08) 9228 0704.

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3.9 Cheques

Cheques should be made payable to Automotive Technology Group Limited, crossed "Not Negotiable" and sent, along with the completed Application Form, to Computershare:

By Post: Computershare GPO Box D182 PERTH WA 6000 By Hand: Computershare Level 2, 45 St Georges Terrace PERTH WA 6000

3.10 Rights and Liabilities attaching to New Shares

The New Shares will rank equally in respect of dividends and have the same rights in all other respects (e.g. voting, bonus issues) as Shares. Full details of the rights and liabilities attaching to Shares are set out in the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

3.11 No Offer to Overseas Shareholders

In accordance with Listing Rule 7.7, sections 9A and 615 of the Corporations Act, no Offer is being made to Shareholders resident outside Australia and New Zealand. The Company has determined that it would be unreasonable to make the Offer of New Shares to Nonparticipating Shareholders having regard to the number of Non-participating Shareholders, the number and value of the New Shares that would otherwise be offered and the costs in complying with the legal and regulatory requirements of those jurisdictions. No action has been taken to comply with legal and regulatory requirements of jurisdictions outside Australia and New Zealand to permit an offer of the New Shares in any jurisdiction outside Australia and New Zealand.

The Company will send a copy of this Offer Document to each Non-participating Shareholder in order to inform all Non-participating Shareholders that the Offer is not being made to them.

3.12 ASX Listing

The Company has made an application to ASX for Official Quotation of the New Shares. If ASX does not grant quotation for the New Shares, the Company will not allot any New Shares and all Application Money will be refunded without interest.

The fact that ASX may grant Official Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Offer or the New Shares under this Offer Document.

4 RISK FACTORS

4.1 Introduction

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, the following is a summary of specific risks associated with an investment in the Company:

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with the Company’s activities and its involvement in the automotive industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the proposed activities of the Company.

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Persons considering whether or not to invest in the Company should read the whole of this Offer Document in order to fully appreciate such matters and the manner in which the Company intends to operate, before any decision is made to apply for Shares. Prospective investors should consider whether the New Shares offered are a suitable investment for them having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. If in any doubt, they should consult with their professional advisers before deciding whether to apply for New Shares.

The following, which is not exhaustive, identifies some of the major risks associated with an investment in the Company, of which potential investors need to be aware before making a decision on whether or not to invest in the Company’s Shares.

4.2 General

Investment in ATG is speculative and involves risk. Investors should note that any investment will be at an early stage in a Company that has not yet achieved earnings profit. Commercial success will depend largely on acceptance by the market of ATG products which cannot be reliably predicted. There is no guarantee that the value of the New Shares on offer will go up and they may go down in value, or the entire investment may be lost.

4.3 Assessment of Risk

Neither ATG, nor its Directors, nor any other party associated with the preparation of this Offer Document warrants that any specific objective or particular target of ATG will be achieved. Risks include both general and specific business risks.

4.4 General Risks

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) changes in government regulation;
(f) the demand for, and supply of, capital; and
(g) terrorism or other hostilities.

4.5 Business Risks

While all investments have an associated level of inherent risk, the following specific risks should be considered carefully in evaluating ATG and its prospects.

Intellectual Property Risks

Securing rights in particular patents is an integral part of securing potential product value from the outcomes of research and development. Competition in retaining and sustaining protection of rights and the complex nature of automotive products can lead to expensive and lengthy patent disputes for which there can be no guaranteed outcome.

The granting of a patent does not guarantee that the rights of others are not infringed,

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nor does it guarantee that competitors will not develop competing technologies circumventing such patents. ATG’s success may depend, in part, on its ability to obtain patents, maintain trade secret protection, and operate without infringing the proprietary rights of third parties. Because the patent positions of companies with investments in automotive parts can be highly uncertain, and frequently involve complex legal and scientific evaluation, neither the breadth of claims allowed in patents nor their enforceability can be predicted. There can be no assurance that any patents ATG may own or control or license in the future will afford commercially significant protection of the technologies, or that any of the projects that may arise from the technologies will have commercial applications.

• Research and Development Risks

ATG can make no representation that any of its research into or development of new technologies will be successful, that any development milestones will be achieved, or that the products will be developed into products that are commercially exploitable.

There are many risks inherent in the development of products in the automotive sector, particularly where the products are in early stages of development. Projects can be delayed or fail to demonstrate any benefit, or research may cease to be viable for a range of scientific and commercial reasons.

• Capital Requirement Risks

An inability to raise the minimum capital requirement amount would severely impinge upon the Company’s activities.

Furthermore, depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Rights Issue. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its expansion and development programmes as the case may be.

• Automotive Industry Risks

Changes in vehicle production volumes in markets where ATG operates and/or changes in the operations, financial condition or market share of ATG’s customers will have an adverse effect on ATG.

• Vehicle Affordability Risk

The performance of the automotive retail industry is in part dependent on the general affordability of vehicles. ATG’s financial performance could be adversely affected if the affordability of vehicles is reduced as a result of the increased cost of vehicle manufacturing, increased interest rates, and/or the effect of exchange rate fluctuations.

Unforseen Expense(s)

The incurrence of substantial unforseen expenses could adversely affect performance and capital requirements.

Product Liability and Uninsured Risks

ATG may be exposed to potential product liability risks, which are inherent in the research and development, manufacturing, marketing and use of products in the automotive sectors. It will be necessary to secure insurance to help manage such risks. ATG may not be able to maintain insurance for product or service liability on

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reasonable terms in the future and, in addition, the Company’s insurance may not be sufficient to cover large claims, or the insurer could disclaim coverage on claims.

• Regulatory Risks

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or the respective interpretation of the legal requirements in any of the legal jurisdictions that govern the ATG’s future operations or contractual obligations, could impact adversely on the assets, operations and, ultimately, financial performance of the Company.

Licensing and Marketing Risks

ATG may need to have a strategy to license new products in the early phases of their development to licensees that are able to complete commercialisation of its products. There is no guarantee that suitable licensees will be identified.

• Competition Risk

ATG operates in a competitive market environment. ATG’s financial performance could be affected if the actions of competitors become more effective or if new competitors enter the market.

New competition may also adversely affect ATG’s financial performance in particular areas of the business outside its core areas of competency. This new competition may have an adverse affect on ATG’s future financial performance and earnings growth.

• Reputation Risk

ATG considers its reputation for trust and integrity important in maintaining ongoing customer goodwill. A range of events could have a material adverse impact on ATG’s reputation.

• Growth Management Risk

To achieve the growth objectives set out in this Offer Document, ATG will be required to continue to invest in its operational, information and financial systems, procedures and controls. The existing Board and management have extensive experience in managing and implementing growth strategies. The inability to implement the growth strategies outlined in this Offer Document may impact the future financial performance of the Company. Also, there can be no assurance given that there will be no detrimental impact on the Company if one or more of these management employees ceases their employment.

• Expansion risk

ATG plans to increase the sale of its products. There is a risk that there may not be sufficient demand to allow an increase in sales which will adversely affect ATG’s financial performance.

5 ADDITIONAL INFORMATION

5.1 Disclosing Entity and Enhanced Disclosure Securities.

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX and as such are subject to regular reporting and disclosure obligations.

This Offer Document is intended to be read in conjunction with the publicly available

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information in relation to the Company which has been notified to ASX and does not include information that would be included in a disclosure document or which investors ought to have regard to in deciding whether to subscribe for New Shares under the Offer. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Company announcements are available at www.asx.com.au or www.ATGgroup.com.au.

5.2 Shortfall Placement

The effect of the Offer on control of the Company will be as follows:

(a) If all shareholders of the Company on the record date of 10 September 2009 take up their entitlements under the Rights Issue, then the Rights Issue will have no effect on the control of the Company.
(b) In the event that there is a shortfall the Company will place $1,000,000 with the Underwriter, as discussed in Section 3.3 of this Offer Document. The extent of control over the Company that the Underwriter may have is set out in Section 3.3 of this Offer Document.
(c) If the Company places shortfall to Shareholders there is potential for those shareholders to significantly increase voting power in the Company. However, the Directors shall ensure that no placement of Shortfall is made to related parties of the Company or results in any Shareholder acquiring 20% or more of the Company’s voting power.

5.3 Rights Issue Notice

The Company has lodged with ASX a notice in accordance with section 708AA Corporations Act which sets out, amongst other information, the effect of the Offer on the control of the Company. This notice may be reviewed on the websites of the Company and ASX.

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6 GLOSSARY

Application Form means the entitlement and acceptance form and the shortfall application form accompanying this Offer Document (as the context requires).

ASX means ASX Limited (ABN 51 008 624 691).

ATG means Automotive Technology Group Limited (ABN 38 106 337 599).

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Sub-registry System.

Closing Date means 29 September 2009 or such other date as may be determined by the Directors under this Offer Document.

Company means Automotive Technology Group Limited (ABN 38 106 337 599).

Constitution means the Company's Constitution as at the date of this Offer Document.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors means directors of the Company at the date of this Offer Document.

Dollar or $ means Australian dollars.

Eligible Shareholders means a Shareholder on the Record Date other than a Nonparticipating Shareholder.

Entitlement means the entitlement to subscribe for New Shares under the Offer, as set out in the personalised Entitlement and Acceptance Form accompanying this Offer Document.

Entitlement and Acceptance Form means the personalised entitlement and acceptance form accompanying this Offer Document.

Issue means issue of New Shares pursuant to the Offer made under this Offer Document.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

New Shares means a fully paid ordinary share in the capital of the Company to be issued under this Offer Document.

Non-participating Shareholder means Shareholders on the Record Date who are resident outside Australia and New Zealand.

Offer means the offer made under this Offer Document of 1 New Share for every 1 Share held by a Shareholder on the Record Date,

Offer Document means this document.

Record Date means 10 September 2009.

Rights Issue means the rights issue proposed to be undertaken by the Company by the Offer Document and in accordance with the terms of the Offer.

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SCH Business Rules means the business rules of the securities clearing house which operates CHESS.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Share Registry means Computershare, Level 2, 45 St Georges Terrace, Perth WA 6000.

Shortfall means those New Shares under the Offer not applied for by Shareholders under their Entitlement.

Shortfall Application Form means the shortfall application form accompanying this Offer Document.

Shortfall Shares means those New Shares comprising the Shortfall.

WDST means Western Standard Time.

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