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LogiCamms

LogiCamms Limited Prospectus

Prospectus for the Offer of 10,000,000 Shares at $1.00 per Share to raise $10,000,000

ISSUER

LogiCamms

LOGICAMMS LIMITED ABN 90 127 897 689 Proposed ASX Code: LCM

LEAD MANAGER AND UNDERWRITER

Bell Potter Securities Limited ABN 25 006 390 772 AFS Licence No. 243480

IMPORTANT NOTICE: This document is important and should be read in its entirety. If you do not understand it or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Important information

Important Notice

This Prospectus is dated 6 November 2007 and was lodged with the Australian Securities and Investment Commission ( ASIC ) on 5 November 2007. ASIC and the Australian Securities Exchange ( ASX ) take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. LogiCamms Limited ( LogiCamms or the Company ) will apply for the Shares offered by this Prospectus to be listed for quotation by ASX within 7 days following the date of this Prospectus. No Shares will be issued on the basis of this Prospectus later than 12 months after the date of this Prospectus.

Before deciding to invest in LogiCamms, potential investors should read the entire Prospectus. In considering the prospects for LogiCamms, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of LogiCamms. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial advisor before deciding to invest.

Electronic Prospectus

This Prospectus (excluding the Application Form during the Exposure Period) may be viewed in electronic form at www.logicamms.com or www.bellpotter.com.au by Australian investors only. Persons who receive the electronic form of the Prospectus should ensure that they download and read the entire Prospectus. The Offer constituted by this Prospectus in electronic or paper form is not available to investors in any other jurisdiction. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by calling the Share Registry. The information on www.logicamms.com.au does not form part of this Prospectus.

Applications may only be made on printed copies of the Application Forms attached to or accompanying the Prospectus, unless otherwise directed by the Underwriter. The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of the Prospectus or a complete and unaltered electronic copy of the Prospectus.

Applications

The Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of this Prospectus. The Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. Applications under the Offer must be made by completing a paper copy of the Application Form included in this Prospectus. LogiCamms will not accept a completed Application Form if it has reason to believe that the Applicant has not received a Prospectus or if it has reason to believe that the Application Form has been altered or tampered with in any way.

Exposure Period

Under the Corporations Act, LogiCamms is not permitted to process Applications in the period of 7 days after the date of lodgement of this Prospectus with ASIC. ASIC may extend this period for up to a further 7 days. The Exposure Period enables the Prospectus to be examined by market participants prior to the raising of funds. No preference will be conferred on Applications received during the Exposure Period.

Definitions and Glossary

Certain terms and abbreviations used in this Prospectus have defined meanings, which are explained in the Glossary of Terms in Section 11. The financial amounts in this Prospectus are expressed in Australian dollars unless otherwise stated. References to time are to Western Daylight Saving Time ( WDST ) unless stated otherwise.

Fully Underwritten Offer

This Offer is fully underwritten by the Underwriter in accordance with the Underwriting Agreement. The Underwriting Agreement is summarised in Section 9.2. Provided the Underwriting Agreement is not terminated, the Offer will raise $10 million.

Disclaimer

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

Privacy

If you apply for Shares, you will provide personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration.

Corporations and tax laws require some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all.

The Company and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth) ( Privacy Act ):

the Underwriter in order to assess your Application;
the Share Registry for ongoing administration of the register; and
the printers and the mailing house for the purposes of preparation and distribution of Holding Statements and for handling of mail.

Under the Privacy Act, you may request access to your personal information held by (or on behalf of) the Company or the Share Registry. You can request access to your personal information by writing to the Company through the Share Registry at:

Computershare Investor Services GPO Box D182 Perth Western Australia 6840

Offer Restrictions

The Offer contained in this Prospectus is available to Australian residents. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and therefore persons who obtain this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or any person whom, it would be unlawful to make such an offer or invitation.

No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. In particular, the Shares have not been, and will not be, registered under the US Securities Act of 1993 as amended ( US Securities Act ), and may not be offered, sold or resold:

(a) in the United States or to, or for the account or benefit of, US Persons (as defined in Rule 902 under the US Securities Act) except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws; and
(b) outside the United States, except to non-US persons in offshore transactions in compliance with Regulation S under the US Securities Act.

The people and assets depicted in photographs in this Prospectus are not employees or assets of the Company unless specifically stated.

LogiCamms

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Key Dates:	Key Dates:
	Date of Prospectus	6 November	2007
	Exposure Period ends (unless extended by ASIC)	13 November	2007
	Opening Date	14 November	2007
	Closing Date	30 November	2007
	Shares expected to be allotted	3 December	2007
	Holding Statements expected to be dispatched	6 December	2007
	Trading of Shares on ASX expected to commence	11 December	2007
These dates are indicative only. LogiCamms, in consultation with the Underwriter, has the right to vary these
dates without notice, including whether to close the Offer early or accept late Applications, either generally
or in particular cases, without notifying any recipient of this Prospectus or any		Applicants. Investors who
wish to submit an Application are encouraged to do so as soon as practicable		after the Offer opens.
Key Offer Statistics:
	Offer price per Share		$1.00
	Shares to be Offered by LogiCamms under this Offer 10,000,000
	Cash proceeds of the Offer	$10,000,000
	Total number of Shares on issue following the Offer 28,650,009
	Market capitalisation1	$28,650,009

Key Offer Statistics:	Key Offer Statistics:
	Offer price per Share	$1.00
	Shares to be Offered by LogiCamms under this Offer	10,000,000
	Cash proceeds of the Offer	$10,000,000
	Total number of Shares on issue following the Offer	28,650,009
	Market capitalisation1	$28,650,009

Summary for FY2008:


Statutory net prof t after tax (6 months only)2	$1,678,000
Statutory EPS	5.9 cents
Pro forma net prof t after tax3	$3,353,000
Pro forma EPS	11.7 cents
Pro forma price earnings ratio4	8.5x
Forecast dividend yield5	6.0%

1 Market capitalisation calculated as total number of Shares on issue following the Offer multiplied by Offer price per Share.
2 Statutory net profi t after tax is based on the Directors’ Forecasts as set out and discussed in Section 6.

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3 Pro forma adjustments are set out in Section 6.
4 Pro forma price earnings ratio is calculated as Offer Price per Share divided by pro forma earnings per share.
5 Forecast dividend yield is calculated as the forecast dividend for the year ended 30 June 2008 and the half year ended 31 December 2008 divided by Offer Price per Share. No dividend will be paid for the half year ended 31 December 2007.

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1. OFFER SUMMARY
This Section provides an overview
of the Offer. It is intended that
this Section is to be read in
conjunction with the remainder
of the Prospectus.
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[Strong fi nancial position with good cash fl ow generation]
[Diversifi ed earnings with emphasis in Western Australia and Queensland]
[A strong national presence in specialised Engineering Services]
[Exposure to the growth Resources, Energy & Utilities Markets]
[Signifi cant growth opportunities and strong demand for its services]
[Strong management with a history of growth and profi tability]
[A downturn in the capital investment cycle in its key markets]
[Reliance on key personnel, labour constraints and rising labour costs]
[Reliance on signifi cant clients]
[Contractual risk associated with fi xed price contracts and contract terms]
[Merger & operational integration risks]
[Increased competition from new and existing competitors]
[Lengthy sales cycles]

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LogiCamms
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Questions and Answers	4
Chairman’s Letter	7
1. Offer Summary	8
2. Details of the Offer	12
3. The Business	20
4. Industry Overview	28
5. Board and Management	32
6. Financial Information	40
7. Risk Factors	60
8. Investigating Accountant’s Report	66
9. Summary of Material Contracts	72
10. Additional Information	86
11. Glossary of Terms	102
Application Form	105
Corporate Directory	Inside Back Cover

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3
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1. uestions and OFFER SUMMARYAnswers
Q
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Question Answer Relevant Section
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What is LogiCamms and what does it do? LogiCamms designs, builds, installs, commissions and services electrical and control systems for major projects primarily for the resources, energy and utilities industries. LogiCamms comprises the merger of two well-established businesses, Logitech and Camms.	Section 3
What is being offered? The Offer is an initial public offering of 10 million Shares (35% of issued Share Capital) in LogiCamms.	Section 2
What is the Offer price? The Offer price is $1.00 per Share.	Section 2
What is the Offer structure? The Offer is structured in a number of parts: •a Retail Offer, which includes the Broker Firm Offer and the General Public Offer, being offers to Retail Investors in Australia; •an Employee Priority Offer, under which Eligible Employees can participate in the Offer on a priority basis; and •an Institutional Offer, which consists of an invitation to bid for Shares made to Institutional Investors in Australia.	Sections 2.3 to 2.8
How will the proceeds of the Offer be used? To fund the cash component for purchase of Logitech and Camms, for working capital purposes, to reduce existing debt and to pay costs of the Offer.	Section 1.5
What is the purpose of the Offer? The purpose of the Offer is to: •raise funds to pay the cash component for the acquisition of Logitech and Camms; •achieve a listing on ASX, broaden the Shareholder base and provide a liquid market for Shares in the Company; •provide the broader business benef ts of increased visibility, transparency and credibility that arise from being a listed entity; •provide the Company with ongoing access to capital markets to fund future growth opportunities and provide increased f nancial f exibility; and •assist the Company in attracting and retaining quality staff.	Section 1.5

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4
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LogiCamms

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Question	Answer	Relevant Section
What is the	The minimum application amount is for 2,000 Shares at $1.00 each.	Section 2.4
minimum/	Additional Shares can be applied for in multiples of 500 Shares.
maximum
application	There is no maximum amount that may be applied for in respect of the Offer.
under the Offer?	The Company and the Underwriter reserve the right to accept or reject
Is the Offer underwritten? What are the gross proceeds of the Offer? What will the market capitalisation of the Company be upon listing on ASX? What are the key dates of the Offer? What are the benef ts of investing in the Company?	Applications in full or in part. Bell Potter Securities Limited is underwriting the Offer. Subject to the terms of the Underwriting Agreement, the Underwriter will subscribe for any shortfall in Applications for the Shares so that the full amount of the Offer is raised. 10 million Shares are being offered under this Prospectus, representing approximately 35% of the Shares in the Company at the completion of the Offer. The total Offer size is $10 million. The undiluted market capitalisation is expected to be approximately $28.65 million based on the Offer price. Opening Date of the Offer 14 November 2007 Closing Date of the Offer 30 November 2007 Dispatch of Holding Statements 6 December 2007 Listing of Shares on ASX 11 December 2007 These dates are indicative only. The Company and the Underwriter reserve the right to vary the dates and times of the Offer, which include closing the Offer early, without prior notice. The benef ts of investing in the Company include investing in a Company with: •A strong position in the electrical engineering and control systems industries. •Exposure to the resources, energy and utilities industries. •A diverse customer base, including a number of established relationships with major clients. •A strategy of expanding the range of services it provides and marketing these to existing and new customers. • Expansion opportunities in a sector experiencing high levels of demand with a history of successful growth and a strong and experienced management team.	Sections 2.9 and 9.2 Section 1.5 Section 1.3 Section 2.1 Section 3
What are the	Key risks of investing in the Company include but may not be limited to:	Section 7
key risks of investing in	•A downturn in the capital investment cycle in its key markets.
the Company?	•Reliance on key personnel, labour constraints and rising labour costs.
	•Reliance on signif cant clients.
	•Contractual risk associated with f xed price contracts and contract terms.
	•Merger & operational integration risks.
	•Increased competition from new and existing competitors.
	•Lengthy sales cycles.

LogiCamms Limited

PROSPECTUS 2007

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UESTIONS AND ANSWERS
Q
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Question Answer Relevant Section
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What are the costs of The net fees and costs of the Offer, which will be borne by the Company, Sections
the Offer and who is are estimated at $1.2 million and include costs of underwriting, legal, 10.14 and 10.16
paying them? accounting, corporate advisory, acquisition, ASIC and ASX costs and
other costs arising from this Prospectus and the Offer.
When will I receive The fi rst dividend for the period from Listing until 30 June 2008 is Section 1.6
dividends? expected to be paid in October 2008.
Will there be a dividend No plan is currently in place.
reinvestment plan?
What are the tax The taxation implications of investing in Shares will depend on an Section 10.3
implications of investing investor’s individual circumstances. Applicants should obtain their
in the Company? own tax advice or fi nancial planning prior to investing.
How do I apply Applications for Shares can be made as set out in Section 2 of this Section 2
for Shares? Prospectus and by completing the Application Form.
What is the Allocation priorities apply to various components of the Offer. You Section 2.8
allocation policy? should consider these priorities before applying for Shares. The
Company, in consultation with the Underwriter, reserves the right to
reject any Application.
When will I receive Holding Statements, confi rming Applicants’ allocations under the Offer, Section 2.1
confi rmation that my are expected to be dispatched to Shareholders on 6 December 2007.
Application has been
successful?
How can I obtain By speaking to your accountant, stockbroker or other professional advisor.
further information?
Contact details For further contact details, see the Corporate Directory at the back of this Prospectus.
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LogiCamms

CHAIRMAN’S LETTER

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Dear Investor,

On behalf of the Board of Directors, I am pleased to offer you the opportunity to invest in LogiCamms, a leading engineering services company in Australia.

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The Company was formed in October 2007 to effect a merger between Logitech and Camms, with the aim of creating a leading specialist national electrical and control systems engineering company supporting industry leading clients.

Both businesses have a strong track record of delivering quality engineering services and solutions in their chosen markets. Together, they provide a very strong national capacity and capability in electrical engineering and control systems within the Australian market place.

LogiCamms has a signifi cant proportion of its revenues generated from the resources, energy and utilities sectors. Further, it generates a large portion of its revenues from the growth states of Western Australia and Queensland.

The Company is well positioned to leverage the resources-led economic growth in Australia, which has resulted in unprecedented demand for engineering services in Australia. It has a plan to grow its business by expanding its range of services across Australia in order to support the needs of its existing and new clients. I expect the growth in the Australian economy and the demand for the specialised engineering services LogiCamms provides to be sustained in the long term.

The Company is led by a very experienced management team who have extensive experience in managing and growing engineering service businesses. This management team will continue to hold a signifi cant shareholding in the business moving forward.

The offer is for 10 million newly issued Shares in LogiCamms at $1.00 per Share to raise gross proceeds of $10 million. The funds acquired will be utilised to part fund the acquisition of Logitech and Camms, retire debt, to pay the costs of the offer and for working capital purposes.

Information about the Company and the details of the Offer, including the risks of investing in the shares are outlined in the Prospectus. It is my recommendation you read the Prospectus in its entirety prior to making any decision to invest.

On behalf of the Board I look forward to welcoming you as a shareholder in LogiCamms.

Yours faithfully

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David Humann Chairman

LogiCamms Limited

PROSPECTUS 2007

1. OFFER SUMMARY Offer 1 Summary

This Section provides an overview of the Offer. It is intended that this Section is to be read in conjunction with the remainder of the Prospectus.

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LogiCamms

1. Offer Summary

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1.1 Business overview

LogiCamms, a proposed merger of Logitech and Camms, has been established to create a signifi cant national electrical engineering and control systems company.

LogiCamms provides extensive electrical engineering services, along with specialised design, implementation and support of control systems, together involving leading industrial software and hardware. This work is highly specialised and involves the understanding and integration of multiple system components to deliver a fi t for purpose control solutions which reliably and effi ciently delivers on clients’ operational needs.

LogiCamms services clients in the resources, energy & utilities sectors and other manufacturing and processing sectors.

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1.2 The Offer

This Prospectus invites Applicants to apply for a total of 10 million Shares in LogiCamms at $1.00 per Share to raise gross proceeds of $10 million. All of the Shares offered under this Prospectus will rank equally with Shares already on issue in LogiCamms, in accordance with the rights attaching to Shares summarised at Section 1.2.

A separate offer of 150,000 Shares is being made to Eligible Employees under the Employee Share Plan pursuant to this Prospectus.

1.3 Key Offer Statistics

The following table sets out the key offer statistics based on the Offer Price.

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Offer price per Share $1.00
Shares to be Offered by LogiCamms under this Offer 10,000,000
Cash proceeds of the Offer $10,000,000
Total number of Shares on issue following the Offer 28,650,009
Market capitalisation [1] $28,650,009
Pro forma EPS 11.7 cents
Forecast dividend yield [2] 6.0%
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Notes:

1. Market capitalisation calculated as total number of Shares on issue following the Offer multiplied by Offer Price per Share.

2. Forecast dividend yield is calculated as the forecast dividend for the year ended 30 June 2008 and the half year ended 31 December 2008 divided by Offer Price per Share. No dividend will be paid for the half year ended 31 December 2007.

LogiCamms Limited

PROSPECTUS 2007

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11. O. OF F FERER SSUMMUMM AR YY
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1.4 Summary Financials

The following outlines the summary consolidated statement of fi nancial performance for LogiCamms.

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Actual Actual Forecast Pro forma
12 months 12 months 6 months 12 months
A$’000
ended 30 ended 30 ending 30 ending 30
June 2006 June 2007 June 2008 [1] June 2008
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Revenue from continuing operations 24,169 31,828 16,742 34,463
EBITDA 2,566 5,914 2,620 5,245
EBIT 2,108 5,557 2,408 4,848
NPAT attributable to members 1,446 3,948 1,678 3,353
EBITDA margin (%) 10.6% 18.6% 15.6% 15.1%
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Note: The statutory forecasts have been prepared for the six months ending 30 June 2008. It is likely that the acquisition for accounting purposes will occur on or around 11 December 2007. Therefore, the actual results for the year ending 30 June 2008 may be infl uenced by trading during the period from 11 December 2007 to 31 December 2007 which is not included in the statutory forecast.

The key assumptions underlying the Historical Financial Information and the Directors’ Forecasts are set out in Section 6 of this Prospectus.

1.5 Use of Proceeds

The Company intends to apply the gross proceeds of the Offer as set out in the following table.

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Source $ million
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Application $ million
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Issue of new Shares 10.0	Working Capital 4.6 Proceeds to Existing Shareholders for acquisition of Logitech and Camms 4.2
	Costs of the Offer 1.2
Gross proceeds 10.0	Application of funds 10.0

It is proposed that a portion of the funds raised pursuant to the Offer will be applied to the repayment of a portion of related party loans previously provided for working capital. An amount of $1.1 million has been estimated for this purpose.

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10
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LogiCamms

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1.6 Dividend Policy

The Company will aim to distribute 40 – 60% of net profi t after tax in the form of fully franked dividends to Shareholders, subject to general business and fi nancial conditions, working capital requirements, its taxation position, future capital expenditure requirements, the availability of suffi cient franking credits and any other factors the Board considers relevant. Dividends, to the extent they are paid, are expected to be payable in arrears for half yearly periods ending 30 June and 31 December. The Board may review this dividend policy from time to time and subject to prevailing circumstances, may change this policy.

It is anticipated that a fully franked dividend of $0.03 per Share will be paid for the year ending 30 June 2008 and that an interim dividend of $0.03 per Share will be paid for the half year period ending 31 December 2008.

1.7 Enquiries

This Prospectus provides information for potential investors in LogiCamms and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in LogiCamms, please contact your stockbroker, accountant or independent fi nancial advisor.

1.8 Foreign Investors

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

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

OFFER SUMMARY Details of 2 the Offer

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LogiCamms

2. Details of the Offer

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2.1 Description of the Offer and Timing

The Offer consists of the offer of 10 million new Shares to raise $10 million. All of the Shares offered under this Prospectus will rank equally with Shares already on issue in LogiCamms, in accordance with the rights attaching to Shares summarised at Section 10.2.

The timetable for the Offer is set out below. These dates are indicative only. LogiCamms, in consultation with the Underwriter, has the right to vary these dates without notice, including whether to close the Offer early or accept late Applications, either generally or in particular cases, without notifying any recipient of this Prospectus or any Applicants. Investors who wish to submit an Application are encouraged to do so as soon as practicable after the Offer opens.

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Date of Prospectus	6 November 2007
Exposure Period ends (unless extended by ASIC)	13 November 2007
Opening Date	14 November 2007
Closing Date	30 November 2007
Shares expected to be allotted	3 December 2007
Holding Statements expected to be dispatched	6 December 2007
Trading of Shares on ASX expected to commence	11 December 2007

2.2 Capital Structure

The table below sets out the ownership of Shares and Options before the Offer and immediately following the Offer.

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Number of Shares
Number of Number of
acquired under the
Shares and Shares and
Shares and Options % Employee Share Plan %
Options before Options after
and the Acquisition
the Offer the Offer
Agreements
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Held by Existing Shareholders1 9 100 18,500,000 18,500,009 Eligible Employees2 150,000 150,000 New Shareholders - 10,000,000	64.6 0.5 34.9
Total Shares 9 100 18,650,000 28,650,009 Options - 1,775,000	100 100
Total Options - 1,775,000	100

Notes:

1. 18,500,000 Shares to be issued pursuant to the Acquisition Agreements referred to in Sections 9.3.1 and 9.3.2.

2. 150,000 Shares to be offered for no consideration under the Employee Share Plan – refer Section 2.7.

LogiCamms Limited

PROSPECTUS 2007

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ETAILS OF THE OFFER
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2.3 Structure of the Offer

The Offer comprises:

A Retail Offer , which consists of:
a Broker Firm Offer, only open to Australian resident investors who have received a fi rm allocation from their Broker; and
a General Public Offer, only open to Australian resident Retail Investors.
An Institutional Offer , which consists of an invitation to bid for Shares made to Institutional Investors in Australia.
An Employee Priority Offer , open only to Eligible Employees.

The Offer is fully underwritten by Bell Potter Securities Limited.

Successful Applicants will be allotted Shares at the Offer Price.

All Shares being offered under this Prospectus will rank equally with each other and the Shares on issue at the date of this Prospectus.

2.4 Retail Offer

An Application made in respect of the Retail Offer is an offer by the Applicant to subscribe for Shares and, to the extent permitted by law, is irrevocable.

A Retail Offer Applicant must have a registered address in Australia and must provide the information requested on the applicable Application Form.

Who can apply under the Retail Offer?

Broker Firm Offer

The Broker Firm Offer is only open to Australian resident Retail Investors who have received a fi rm allocation of Shares from their Broker. Where an Applicant has been offered a fi rm allocation by a Broker, they will be treated as a Broker Firm Applicant in respect of that allocation.

General Public Offer

The General Public Offer is open to Australian resident Retail Investors only and does not include the Broker Firm Offer. The Underwriter and the Company reserve the right to their absolute discretion to issue no Shares to Applicants under the General Public Offer.

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14
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LogiCamms

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How do I Apply under the Retail Offer?

Applications under the Broker Firm Offer and General Public Offer can only be made by completing and lodging the Application Form accompanying this Prospectus. The Application Form contains detailed instructions on how it is to be completed. An Application Form must be accompanied by a cheque in Australian dollars, crossed “not negotiable” and made payable to “LogiCamms Limited IPO”. Payment for the Shares must be made in full at the Offer Price of $1.00 for each Share subscribed. Applications which do not meet these requirements may be refused at the discretion of the Directors in consultation with the Underwriter.

Completed Application Forms and Application Money must be received before 5.00pm WDST on the Closing Date of the Offer. The minimum Application is for 2,000 Shares at $1.00 each. Additional Shares can be applied for in multiples of 500 Shares.

Broker Firm Offer

Broker Firm Offer Applicants should contact their Broker for payment instructions and return their completed Application Forms as soon as practicable after the Offer opens:

By mail to:

LogiCamms Share Offer Bell Potter Securities Limited GPO Box Z5404 St Georges Terrace Perth Western Australia 6831

By hand to:

LogiCamms Share Offer Bell Potter Securities Limited Level 37, Exchange Plaza 2 The Esplanade Perth Western Australia 6000

General Public Offer

Completed Application Forms in the General Public Offer and accompanying cheques should be lodged at the following address as soon as practicable after the Opening Date:

By mail to:

Computershare Investor Services GPO Box D182 Perth Western Australia 6840

2.5 Institutional Offer

The Institutional Offer consists of an invitation to certain Institutional Investors in Australia to apply for Shares under this Prospectus.

Application procedures for Institutional Investors have been advised by the Underwriter.

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LogiCamms Limited

PROSPECTUS 2007

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2. DETAILS OF THE OFFER
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2.6 Employee Priority Offer

The Company has made the provision for Eligible Employees to participate in the Offer on a priority basis.

Each Eligible Employee will be made an offer of up to 3,000 Shares for each full year of service with a LogiCamms Group Company. A maximum of 1,500,000 Shares will be offered to Eligible Employees under the Employee Priority Offer.

Only Eligible Employees may participate in the Employee Priority Offer.

The Shares offered under the Employee Priority Offer will be issued on the following terms:

LogiCamms will provide fi nancial assistance for the issue of the Shares by providing Eligible Employees with a loan to acquire the Shares on an interest free basis;
repayment for the loan will be made by regular deductions from the Eligible Employee's salary over a 12 month period; and
during the period of the loan, the Shares will be subject to a holding lock and Eligible Employees will be prohibited from disposing of or otherwise dealing or purporting to deal with their Shares, except on termination of employment (in which event the outstanding balance on the loan is repayable in full).

A separate Employee Priority Offer Application Form will be sent together with this Prospectus to Eligible Employees detailing the terms of the Employee Priority Offer and the terms on which a loan will be made to Eligible Employees for Application Money for the Shares applied for. An Eligible Employee wishing to take up the Employee Priority Offer must complete and return the relevant Application Form for the Employee Priority Offer in accordance with the instructions in that Application Form.

There are approximately 150 Eligible Employees who will be invited to participate in the Employee Priority Offer.

Further details of the Employee Priority Offer and the loans to be made to Eligible Employees to enable them to acquire Shares under this Prospectus are set out in Section 10.5.

2.7 Offer to Employees under Employee Share Plan

Contemporaneous with the Offer, a separate offer will be made pursuant to this Prospectus of a maximum of 150,000 Shares to Employees under the Employee Share Plan, the rules of which have been adopted by the Board and are generally described in Section 10.8.

The Board has determined that each Eligible Employee will be offered, at no cost to the Eligible Employee, 1000 Shares. In summary, the Shares offered to Eligible Employees under the Employee Share Plan will be issued on the following terms:

Eligible Employees will not be required to make any payment for the Shares;
LogiCamms will provide fi nancial assistance for the grant of the Shares by issuing the Shares for nil consideration;
the Shares are subject to a restriction period of three years from the date of allocation, or earlier if the participant ceases employment with LogiCamms;
during the restriction period, the Shares will be subject to a holding lock and Eligible Employees will be prohibited from disposing of or otherwise dealing or purporting to deal with their Shares; and
the Shares may be free of income tax in accordance with current Australian tax legislation (and established interpretations of that legislation) where a tax election is made by the participant in the fi nancial year in which the Shares are acquired.

A separate Application Form will be sent together with this Prospectus to Eligible Employees detailing the terms of offer. An Eligible Employee wishing to take up the offer must complete and return the relevant Application Form in accordance with the instructions in that Application Form.

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LogiCamms

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2.8 Allocation

Allocation Policy

Subject to the allocation priorities described below, the Underwriter, in consultation with the Company, has absolute discretion regarding the allocation of Shares under the Offer and, save as set out below, may reject an Application or allocate fewer Shares than applied for at its absolute discretion. This discretion includes the split of allocations between the Retail Offer and Institutional Offer (subject to any fi rm allocations under the Broker Firm Offer).

No Applicant under the Offer, or bidder under the Institutional Offer, has any assurance of being allocated all or any Shares applied for (other than any fi rm allocation of Shares offered to a Broker Firm Offer Applicant).

Subject to the principles described below, allocation of the Shares between the constituent parts of the Offer and Institutional Investors within those constituent parts will be by the Underwriter in consultation with the Company.

The allocation policy will be infl uenced by the following factors:

the number of Shares applied for;
the overall level of demand under the Retail Offer and Institutional Offer;
the desire for a wide spread of investors including Institutional Investors; and
the desire for an informed and active market for trading Shares following the completion of the Offer.

Allocations under the Broker Firm Offer

Shares which have been allocated to Brokers for allocation to their Australian resident clients will be issued to Broker Firm Applicants nominated by those Brokers. It will be a matter for Brokers as to how they allocate Shares among their clients.

Allocations under the General Public Offer

The Underwriter, in consultation with the Company, reserves the right to reject any Application or to allocate a lesser amount than that applied for or to allocate no Shares to Applicants in the General Public Offer. If an Application is not accepted or accepted in part only, the relevant part of the Application Money will be refunded. Interest will not be paid on Application Money or monies refunded.

Allocations under the Institutional Offer

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The Underwriter, in consultation with the Company, will have absolute discretion regarding the basis of allocation of Shares in the Institutional Offer.

Details of the arrangements for notifi cation and settlement of allocations applying to participants in the Institutional Offer will be provided to participants by the Company.

Allocation Priority

Employee Priority Offer
Broker Firm Offer and Institutional Offer
General Public Offer

LogiCamms Limited

PROSPECTUS 2007

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12. D. OFFER ETAILSSUMMARYOF THE OFFER
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2.9 Underwriting Agreement

The Underwriter has agreed to underwrite and manage the Offer on the terms of the Underwriting Agreement. Details of the material terms of the Underwriting Agreement are set out in Section 9.2 of this Prospectus. LogiCamms will pay the Underwriter’s fees and expenses from the proceeds of the Offer on the terms of the Underwriting Agreement. The Underwriter has reserved the right to procure any person to sub-underwrite any portion of the Offer. The Underwriter may terminate the Underwriting Agreement if any of the events specifi ed in Section 9.2 occur.

2.10 ASX Listing

The Company will apply for all the Shares (subject to the ASX Listing Rules) to be listed for quotation by ASX within 7 days of the date of this Prospectus.

The fact that ASX may admit LogiCamms to the Offi cial List is not to be taken in any way as an indication of the merits of LogiCamms or of the Shares offered by this Prospectus. Quotation, if granted, of the Shares offered by this Prospectus will commence as soon as practicable after the issue of Holding Statements to successful Applicants.

If ASX does not grant permission for the offi cial quotation of the Shares within 3 months after the date of issue of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued unless ASIC grants the Company a modifi cation or exemption permitting such allotment or issue.

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If no allotment or issue is made, all monies paid on Application for the Shares will be refunded without interest within the time required under the Corporations Act.

2.11 Escrow Arrangements

The Executive Directors and Existing Shareholders associated with the Executive Directors have entered into escrow arrangements with the Company under which they will be restricted from selling 100% of their Shares following the Offer until the date 3 Business Days after the release of the Company’s preliminary fi nancial results for the year ending 30 June 2008 (refer to Section 10.12 for further details).

Employees acquiring Shares have not entered into escrow arrangements but will be restricted from dealing in Shares in accordance with the Company’s Securities Dealing Policy, as summarised in Section 5.3.7.

2.12 Executives and Employees Share Option Plan

To assist in the retention and motivation of employees, and to help align the interests of employees with those of Shareholders, the Company has established an Executives and Employees Share Option Plan. The terms and conditions of the Option Plan are summarised in Section 10.6.

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2.13 Allotment

The Company will not process any Application until the expiration of the Exposure Period. Shares applied for under this Prospectus will be allocated as soon as practicable after the Closing Date. Application Money will be held in a subscription account until Shares are issued or transferred. Interest on Application Money will be for the benefi t of LogiCamms and will be retained by the Company irrespective of whether Shares are issued.

Where the number of Shares issued is less than the number applied for by the Applicant, the surplus Application Money will be refunded by cheque within 14 days after the Closing Date. Where no Shares are issued, the Application Money will be refunded in full by cheque within 30 days of the Closing Date.

2.14 CHESS and Issuer Sponsored Sub-register

The Company will apply to participate in Clearing House Electronic Sub-register System (CHESS), in accordance with the ASX Listing Rules and the ASTC Settlement Rules. LogiCamms will operate an issuer sponsored sub-register through Computershare Investor Services Pty Limited. CHESS and the issuer sponsored sub-register will together make up LogiCamms’ register of securities.

The Company will not issue share certifi cates to investors, but as soon as practicable after allocation, investors will receive Holding Statements which set out the number of Shares allocated to them pursuant to this Prospectus. The statements will also set out each investor’s unique Holder Identifi cation Number (HIN) (in the case of a holding on the CHESS sub-register), or Securityholder Reference Number (SRN) (in the case of a holding on the issuer sponsored sub-register).

Investors will be provided with periodic statements from LogiCamms’ registry showing any changes in their holdings of securities. Investors may request a statement at any time (although an administration fee may be charged for these additional statements).

2.15 Withdrawal

The Company reserves the right not to proceed with the Offer at any time before the issue of or transfer of Shares to successful Applicants. If the Offer does not proceed, Application Money will be refunded. No interest will be paid on any Application Money refunded as a result of the withdrawal of the Offer.

2.16 Enquiries in Relation to the Offer

This Prospectus provides information for potential investors in the Company and should be read in its entirety. If after reading this Prospectus you have any questions about any aspect of an investment in LogiCamms, please contact your stockbroker, accountant or independent fi nancial advisor.

1. OFFER SUMMARY The Business 3

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LogiCamms

3. The Business

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3.1 Overview of LogiCamms

LogiCamms has been established to merge Logitech and Camms and thereby create a signifi cant national electrical engineering and control systems company.

Logitech and Camms currently provide extensive electrical engineering services along with specialised design, implementation and support of control systems together involving leading industrial software and hardware. This work is highly specialised and involves the understanding and integration of multiple system components to deliver a fi t for purpose control solution which reliably and effi ciently delivers on clients’ operational needs.

LogiCamms services clients in the resources, energy & utilities and other manufacturing and processing sectors.

LogiCamms works both directly with its clients and also as a sub-contractor to various engineering consultants, constructors and original equipment manufacturers.

The Company’s future strategy involves leveraging the position it has created, specifi cally a strong national capacity, extensive experience and track record of success to expand the services it provides to existing and new clients across Australia.

The Company will continue to focus on its core markets to drive growth, namely resources and energy & utilities, whilst continuing to build its profi le in other markets.

In the future the Company intends to expand both its range of services and geographic presence.

3.2 History

LogiCamms Limited is a company established to effect the merger of Logitech and Camms via the acquisition of all of the shares in Logitech Holdings Pty Ltd and all of the shares in Camms Group Holdings Pty Ltd from the Existing Shareholders.

Logitech was founded in Western Australia in 1993 by its owners and directors Wayne Kirby and Garry McGrechan. Logitech’s key business activity is the provision of contract process control systems and engineering services to the mining, materials handling, processing and manufacturing industries. Logitech has some 60 employees.

The LogiCamms Group will have approximately 75% of its revenues in the resources sector.

Camms was founded in South Australia in 1988 by the late Barry Keats. His son, Adam Keats, has been managing director since 2002. Camms’ key business activity is the provision of contract process control systems and engineering services to the resources, energy, utilities and food & beverage industries. Camms provides similar services to Logitech. The business is majority owned by the Keats family. Two other key executives hold a combined 46% interest. Adam Keats is the largest shareholder. Camms has some 85 employees.

Logitech works principally with the resources sector, whereas Camms’ client base until recent years, has been predominantly with the energy utilities, food & beverage and manufacturing sectors, but is now also heavily focused on resources.

The Company has agreed to acquire all of the shares in Logitech Holdings (which in turn has acquired all of the units in the Logitech Unit Trust) and all of the shares in Camms Group Holdings. Refer to Sections 9.3.1 and 9.3.3 for details of these agreements.

LogiCamms Limited

PROSPECTUS 2007

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3. THE BUSINESS
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3.3 Operations

3.3.1 Services and Solutions

The key services LogiCamms provides are as follows:

3.3.1.1 Electrical Engineering Services

Consulting

Key services provided in this initial stage of a typical project include:

User requirements specifi cations

Systems Design

Key services provided during the second stage of a typical project include:

Functional design specifi cations
Systems architecture
Software design
Hardware design and equipment specifi cations
Control panel and motor control centre design (MCC)
Site installation design
Power distribution design
Conceptual design
Feasibility studies
Capital project budget preparation
Preparation and evaluation of tender documents
Safety systems assessment

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Implementation

Key services provided in the third stage of a typical project include:

Supervisory control and data acquisition (SCADA), programmable logic controller (PLC) and remote telemetry unit (RTU) software development
Control panel assembly and manufacture
Site system and electrical installation
Module testing
Integration testing
Pre factory acceptance testing

Factory Acceptance Testing

Key services provided in the fourth stage of a typical project include:

Client acceptance testing
Shipment to site

Site Acceptance Testing and Commissioning

Services typically provided during electrical site installation include:

Site acceptance onsite with client
Process commissioning

Customer Service and Support

Ongoing system support forms the fi nal stage of a typical project and is also provided as a separate service.

Support contracts tailored to client requirements
System maintenance and modifi cations
24/7 on call technical services

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3.3.1.2 System Solutions

The solutions provided to the key Australian industry sectors include the design, delivery and support of the following systems:

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Resources
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• Conveyor route sequencing • Screening and sizing plants
• Crushing and milling applications • Mobile reclaimers, stackers and ship loaders
• Process fl otation plant control • Stockpile management and control
• Concentrator control systems • Anti-collision systems
• Robotic sample plants • Tailing plants
• Reagent mixing and distribution • Dump station control systems
Water & Waste Water Treatment
• Pump station and chlorination controls • Remote monitoring and water balance
• Waste water treatment • Effl uent processing plants
• Bore fi eld telemetry • Reverse osmosis plants
• Water demineralisation plant controls
Energy
• Substation remote telemetry systems • Power plant cooling systems
• PC based power distribution monitoring • Remote generation power stations
• Burner management systems
Oil & Gas
• Pipeline control systems • Gas monitoring and control systems
• Gas fl ow control and modelling • Emergency shutdown systems
• Coal seam methane controls
Food & Beverage
• Wine crusher control systems • Dairy production control systems
• Wine tank farm monitoring • Bottle fi lling machines
• Industrial refrigeration controls • Packaging lines
• Brewery house controls • Palletising plant controls
• Pasteuriser control systems • Clean in place control systems
Manufacturing
• Machine based controls • Automobile production lines
• Robotic applications • Original equipment manufacture controls
• Kiln control systems • Material tracking systems
• Brick plant manufacturing systems
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As can be seen from the above table, the Company will have a signifi cant depth of experience with electrical engineering and control systems to the core industry sectors in Australia. It will also have access to a wide range of hardware and software suppliers and accordingly are able to provide tailored cost effective and fi t for purpose solutions for specialised industrial applications.

LogiCamms Limited

PROSPECTUS 2007

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3. THE BUSINESS
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3.3.2 Customer Sectors and Activities

LogiCamms’ clients are principally involved in the resources and energy & utilities sectors, but also include food & beverage and general manufacturing sectors.

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LogiCamms FY2007 Pro forma Revenue Split LogiCamms FY 2008 Forecast Revenue Split
Food & Other 2% Resources 75% Food & Other 5% Resources 78%
Beverage Beverage
10% 5%
Energy & 2007 Energy & 2008
Utilities 13% Utilities 12%
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LogiCamms’ clients include the following:

Original Equipment Manufacturers: Providing electrical engineering design and control systems for specialist machines utilised in the industry to pick up, transport and stockpile millions of tonnes of commodities such as coal and iron ore. These machines are often located at ship loading terminals where extensive integration into complex conveying systems is required to effi ciently load the correct type and grade of materials onto bulk load carrying ships.

Consultants and Constructors: Providing subcontracted electrical design and control systems for various mining and processing plants which are often a subset of large turnkey build and construct contracts or Engineer, Procure, Construct and Manage (EPCM) contracts. This work often involves electrical and control systems to allow effi cient operation of entire processing plants, such as magnetite and leaching plants. The effi cient stockpiling and transportation of the resultant output, involving stacker reclaimer machines, conveying systems, train loading and unloading systems and ship loading systems. LogiCamms has extensive experience and expertise in port expansion projects, which often involves most elements of the work described above. In addition, LogiCamms has solid experience and expertise in gas pipeline control systems, having successfully completed various projects around Australia for leading constructors and engineering consultants in the past few years.

Mining Companies and Port Owners: Providing many of the above-mentioned services and solutions directly to the owners of the mining plants or materials handling infrastructure.

3.3.3 Industrial Control Equipment

LogiCamms supplies a range of leading industrial control equipment associated with control systems to end user clients. This equipment, once supplied, is often utilised directly by clients in their own control systems.

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3.4 Growth Strategies and Opportunities

The Company has a number of strategies to grow its business which are broadly outlined as follows:

3.4.1 Expanding the Service and Solution Range

LogiCamms has a number of core services currently provided at specifi c locations in Australia. The Company believes many clients would directly benefi t from having access to a full range of services. Accordingly, the Company intends to expand the services and solutions it offers in certain geographic locations to additional national locations.

In addition, the Company believes there are related services from which its clients would benefi t and it will look to bring additional service offerings to its clients. This will provide a broader depth of services to the majority of the Company’s clients throughout Australia.

The Company is of the view this strategy will competitively position it to win new clients across Australia.

3.4.2 Expanding the Client Base

The Company will potentially broaden its customer base through geographic expansion outside its current geographic markets. However, it will seek to continue to expand its customer base in the industries in which it currently operates, whilst seeking to identify niche opportunities in other markets where it has core competencies and a competitive position.

The Company will also work to strengthen its national profi le in support of its strategy to win new clients.

3.4.3 Focus on Strategy Execution

The Company intends to adopt various tactics in pursuit of its growth objectives. The Company considers it has multiple growth opportunities which may be exploited in the engineering industry. It is believed the listing of the Company will lift the Company’s profi le and allow it to better attract individuals and opportunities in support of its growth ambitions. The Company has experienced executives who are strongly committed to growing the Company.

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LogiCamms Limited

PROSPECTUS 2007

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3. THE BUSINESS
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3.5 LogiCamms Projects

This section provides a number of examples of projects and major clients that LogiCamms has provided products and services for, or is currently providing products and services for. LogiCamms has over 100 current projects with none over $4 million in value.

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Project Industry Project Owner Description Status
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Supply all control systems for new
Magnet Resources OneSteel magnetite processing plant and ship Complete
loading systems
Supply machine control systems
RGP3 Expansion Resources BHP Billiton Ongoing
for port expansion
Supply telemetry and control systems
Tom Price Upgrade Resources Hamersley Iron Complete
for bore fi elds
Robe River Stockpile RRIA Cape Supply control systems for upgrade
Resources Ongoing
Optimisation Lambert to mobile machines and yard automation
Supply control systems for various
7X Port Expansion Resources DBCT Ongoing
materials handling systems
Supply control systems for various
CQPA – Port Upgrade Resources CQPA Ongoing
materials handling systems
Provide control systems support
Magnet Resources OneSteel Ongoing
for plant optimisation
Network Operations Provide ongoing support works
Energy & Utilities ETSA Utilities Ongoing
Centre for network control system
Bolivar High Provide control system for new waste
Energy & Utilities SA Water Complete
Salinity Project water treatment plant
Eyre Peninsula Provide control and telemetry
Energy & Utilities SA Water Ongoing
Upgrade system upgrade
Water
Wongong Dam Energy & Utilities Pumping station upgrade Complete
Corporation
Provide ongoing control system support
Gas Pipeline Support Oil & Gas SeaGas Ongoing
for gas pipeline
Port Bonython
Oil & Gas Santos Provide emergency shut down system Complete
ESD System
Coopers Provide various control systems and
Brewery Relocation Food & Beverage Complete
Brewery integration works
Plant Expansion Food & Beverage Coca-Cola Provide new plant control systems Complete
Moppa Winery The Yalumba Provide all electrical and control
Food & Beverage Complete
Development Wine Company systems for winery automation
Provide control systems for multiple
Winery Developments Constellation
Food & Beverage winery functions as part of ongoing Ongoing
and Expansion Wines
upgrade & expansion works
Bickfords Provide control systems as part of plant
Expansion Works Food & Beverage Ongoing
Australia relocation and ongoing expansion works
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3.6 Employees

The LogiCamms Group currently employs approximately 140 staff. The terms and conditions under which they are employed are governed by their employment contracts.

The Group also utilises the services of sub-contractors to support specifi c project workloads and periods of peak demand.

3.7 Equipment

Products supplied and integrated by the LogiCamms Group as part of its solutions are sourced from leading national and international manufacturers and suppliers.

3.8 Offi ce Locations

The LogiCamms Group currently has 5 offi ces around Australia, as detailed below:

Corporate Offi ce Perth, Western Australia 35 Outram Street West Perth WA 6005

Perth, Western Australia 35 Outram Street, West Perth WA 6005

Adelaide, South Australia 346 Torrens Road, Croydon Park SA 5008

Brisbane, Queensland

Level 5, Toowong Towers 9 Sherwood Road Toowong QLD 4066

Regional Offi ces Gladstone, Queensland Suites 9 & 10 39-41 Tank Street Gladstone QLD 4680

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NT Gladstone
QLD
WA
Brisbane
SA
NSW
Whyalla
Perth
Adelaide
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Whyalla, South Australia 19A Darling Terrace Whyalla SA 5600

3.9 Safety

The LogiCamms Group is committed to employee safety and has established OH&S policies and procedures. The LogiCamms Group has historically implemented a number of initiatives to reduce the potential for accidents.

It is the policy of LogiCamms that operations are carried out in compliance with statutory requirements, established site standards and its safety principles and rules, both in spirit and within legal requirements.

LogiCamms shall provide each employee and person associated with the Company, with a safe and healthy place in which to work.

Through development of appropriate policies, procedures and work instructions, training and hazard assessment, risks are removed or minimised.

Establishing measurable objectives and targets (for both the organisation and individuals) ensures continuous improvement aimed at the elimination of work-related injury and illness.

OFFER SUMMARY Industry 4 Overview

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LogiCamms

4. INDUSTRY OVERVIEW

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4.1 Introduction

The LogiCamms Group operates within the engineering services industry in Australia. The Group’s business is infl uenced by factors which affect the demand for engineering services generally and in particular electrical engineering and control systems solutions.

The primary driver of demand for the Group’s services is capital investment works undertaken by companies in the markets and regions the Group services. The Group undertakes the majority of its work in the resources sector, focusing primarily in Western Australia and Queensland. These markets and regions are currently experiencing record levels of demand for commodities which is underpinned by the rapidly expanding economies of China and India.

This environment of higher demand and prices for commodities has resulted in the resources industry increasing its capacity to supply the commodities. This translates to increased levels of capital works projects to expand production and operational capacity. This leads to a demand for the services the Group is able to provide.

The Group has the experience, capability and capacity to supply electrical engineering services and control systems solutions to support these capacity expansion projects.

4.2 Industry Description

4.2.1 Where LogiCamms fi ts in the Engineering Industry

The engineering services required in a typical project in which the LogiCamms Group operates can be broadly classifi ed into four key areas:

Civil engineering
Process engineering
Mechanical engineering
Electrical engineering

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The electrical engineering and control systems solutions provided by the LogiCamms Group would typically fall under the “electrical” category of engineering services.

The electrical engineering work is in the majority of all engineering projects. In particular the control systems work is usually critical to the effi cient operation of any engineering project once in operation. As such, it contributes materially to the value received by the owners and users of the engineered project.

In summary, the Group’s services are an essential element of most engineering projects and have a material impact on the value derived by the owners and users of the engineered project.

4.2.2 Industry Structure – Engineering Services

When an engineering project is required by a company it will either manage the project itself or engage a fi rm to manage and develop the project on its behalf. Typically companies outsource the work to engineering companies of various types.

The types of companies which provide the engineering services required, typically are as follows:

Construction companies
Multi-discipline consulting engineering companies
Specialised engineering companies

Often the constructors and multi-discipline companies utilise the services of specialised engineering companies to deliver component parts of larger projects on a sub-contract basis.

The LogiCamms Group has a history of engagement with some of the industries’ leading and most respected constructors and multi-discipline consulting engineering companies.

The Group also works directly with owners and operators of engineering projects.

LogiCamms Limited

PROSPECTUS 2007

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14. I. OFFER NDUSTRYSUMMARY OVERVIEW
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4.2.3 Drivers of Demand for Engineering Services

The key driver of engineering services is capital expenditure and investments in assets. This is driven by:

General economic conditions
Industry specifi c demand drivers

For LogiCamms, the most relevant drivers are the general health of the Australian economy, the resources industry and the energy & utilities sectors in Australia.

4.3 State of the Australian Economy

As a driver of capital expenditure and investments, the state of the Australian economy is critical for engineering services businesses.

The Australian economy is currently performing strongly. This is evidenced by a number of important indicators, including gross domestic product, business investment, fi nancial market performance, labour market indicators and social indicators.

4.3.1 Gross Domestic Product

Gross domestic product (GDP) measures the total market value of all goods and services produced within Australia in a given period of time after deducting the cost of goods and services used up in the process of production but before deducting allowances for the consumption of fi xed capital. Growth in GDP is considered to be “economic growth”.

In 2007, Australia’s GDP was the largest that it had ever been.

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1999/00 2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07
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GDP ($m) 769,045 784,017 813,542 839,187 873,197 896,568 922,690 952,724

Source: Australian Bureau of Statistics

4.3.2 Business Investment

Business investment has increased each year for the past fi ve years. Business investment represents increased expenditure by private business on capital investments such as buildings and equipment. It is refl ective of the strength of the economy.

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4.3.3 Financial Market Performance

The performance of the Australian Securities Exchange refl ects the state of the Australian economy. The All Ordinaries and S&P 200 indexes have both closed higher each year since 2002/03.

4.3.4 Labour Market Indicators

The Australian labour market is currently robust. Since the beginning of 2003/04, the Australian economy has experienced increases in both percentage labour market participation and the size of the labour force and decreases in both the unemployment rate and total unemployment.

The number of days lost to industrial disputes decreased each year from 2003/04 to 2006/07.

4.3.5 Social Indicators

The Australian population is projected to grow signifi cantly and it is expected that this will be a driver of future economic growth.

4.4 Resources Industry in Australia

As a major consumer of the services provided by LogiCamms and its competitors, the resources industry is a key driver of the Company’s business.

LogiCamms benefi ts from the implementation of new control systems by participants in the resources industry. Implementation of new systems is associated with the commencement of new projects and the expansion of existing projects.

The Australian Bureau of Agricultural and Resource Economics (ABARE) estimated that at the end of April 2007, there were 91 minerals projects either committed to or under construction and that these had expected capital costs of $44,493 million (Source: ABARE Australian Commodities: June Quarter 2007 ). A further 188 projects with potential capital expenditure of $112,134 million were at less advanced stages. Most of these projects are located in Western Australia or Queensland (Source: ABARE Australian Commodities: June Quarter 2007 ).

4.5 Energy & Utilities Capital Investment in Australia

The energy & utilities sectors are substantial consumers of the services provided by the LogiCamms Group.

LogiCamms’ services are associated with engineering construction activity in these sectors. In 2006/07, the value of engineering construction work done on electricity generation, transmission and distribution in Australia was $7,445 million and the value of engineering construction work done on telecommunications in Australia was $4,946 million. These values have each increased for the past three years (Source: Australian Bureau of Statistics).

OFFER SUMMARY Board and 5 Management

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LogiCamms

5. Board and Management

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LEFT TO RIGHT: Garry McGrechan, Adam Keats, David Humann, Wayne Kirby, Peter Wall.

5.1 Board of Directors

Mr David Humann, Chairman

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David is a Chartered Accountant, Certifi ed Practising Accountant and a Fellow of the Australian Institute of Company Directors.

He was Chairman and Senior Partner of PriceWaterhouse (Hong Kong and China fi rm) from 1986 until 1994. He was also managing partner of PriceWaterhouse Asia Pacifi c Region and a member of the world board of PriceWaterhouse and the global fi rm’s executive management committee based in London and New York. David was formerly a member of the Australia and New Zealand fi rm’s executive and policy committee.

David is currently Chairman of Braemore Resources Plc, Matrix Metals Limited, Mincor Resources NL and Safe Effect Technologies Limited. He is a non executive director of Exxaro Australia Sands Pty Ltd, India Resources Ltd and Monarch Gold Limited.

David’s previous non executive board roles included Chairmanship of both MacMahon Holdings Ltd and Tethyan Copper.

Mr Adam Keats, Managing Director

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Adam joined Camms in 1992 to manage all commercial aspects of the business. He has held a number of administrative, fi nancial, business development and strategic development roles during his tenure at Camms and has been a key driver in the development of Camms, culminating in his appointment as Managing Director in December 2002. Most recently Adam has driven the merger of Camms and Logitech and the initial public offering of the Company.

Adam has held board positions with the Water Industry Alliance in South Australia and was a councillor of the SA & NT division of the Australian Institute of Company Directors (AICD) for 5 years and is a Fellow of the AICD. Adam also holds a Bachelor of Accountancy from the University of South Australia.

LogiCamms Limited

PROSPECTUS 2007

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5. BOARD AND MANAGEMENT
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Mr Peter Wall AM, Non Executive Director

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Peter has been non executive Chairman of Camms since joining Camms in 2001.

During his career Peter has held senior management and director positions within S Smith & Son (The Yalumba Wine Company) for over 35 years. Since retiring from day to day management he has been involved in corporate governance through directorships of S Smith & Son (The Yalumba Wine Company) and other companies and statutory boards. He is also working in relation to research and international trade facilitation for the wine industry. As a senior executive and board member of many business organisations over the years, Peter brings an emphasis on fi duciary, prudential, statutory and due diligence issues.

Mr Wayne Kirby, Director & Group Manager, Market Development

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Wayne was a founding director of Logitech, having founded Logitech with Garry McGrechan in 1993. Wayne has project managed many major projects as well as assisted in developing business contacts to grow Logitech over the past 14 years. His management work includes ensuring that quality systems are continuously improved to maintain the high level of customer retention.

Prior to Logitech, Wayne worked directly for mining companies Rio Tinto and BHP and has had extensive site experience in the mining and mineral processing industries. Wayne has been responsible for growing the Queensland market for Logitech.

Mr Garry McGrechan, Director & General Manager, Western Australia

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Garry was a founding director of Logitech, having founded Logitech with Wayne Kirby in 1993. In addition to managing the day to day needs of the personnel within Logitech, Garry has also been the project director for many major projects in the iron ore industry and has grown the Logitech business through contracts held directly with mining companies and via major consulting companies in Western Australia.

Prior to Logitech, Garry worked as a senior project manager for Minenco and for Mt Newman Mining carrying out projects for Rio Tinto and BHP mines and ports.

Mr Ian Hobson, Company Secretary

Ian is a chartered accountant who has his own practice and acts as company secretary and non executive director of various ASX listed companies, namely MKY Corporation Ltd, Sultan Corporation Ltd and TVN Corporation Ltd.

Prior to commencing his own practice, Ian had over 20 years’ experience working in large chartered accounting fi rms specialising in consulting, corporate fi nance, due diligence and corporate reconstruction. Ian has also held roles as general manager in commercial enterprises and has worked in London and Toronto. Ian is a member of the Australian Institute of Company Directors and has lectured in accounting for the AICD’s company director course for 12 years.

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5.2 Senior Management

Mr Sean Ebert, General Manager, Central Australia

Sean is an experienced engineering executive skilled in growing engineering and technology based businesses into national markets. His experience over the past 14 years has ranged from project management through to general management responsibilities.

Prior to joining Camms in July 1995, Sean was involved with delivering large scale control systems in the mining, minerals and metals industry. His technical, fi nancial and project acumen within the engineering and technology industry has proven his successful track record in applying his knowledge across industries such as metals, mining, food & beverage and manufacturing.

Mr Paul Walker, General Manager, Eastern Australia

Paul has over 16 years experience in engineering. Since joining Camms, Paul has successfully project managed many large projects, performing the role of engineering manager/director. Most recently, Paul has been responsible for market development in Queensland and the eastern states market generally.

Prior to joining Camms, Paul worked as a plant engineer, design engineer and then as a project engineer for BHP Steel. Paul has a Bachelor of Engineering and is a member of the AICD.

Ms Coleen Eardley, Operations Manager, Central Australia

Coleen is an experienced international engineering executive skilled in developing successful engineering business by growth into national and international markets, forming alliances/joint ventures with international corporations, improving profi tability and management of divisions. She is experienced in operations management, including cultural and organisational change and improvement of business practices.

Prior to joining Camms in August 2004, Coleen worked for large blue chip companies, Shell, Kvaerner, GEC. I.T.T, both nationally and internationally (for nine years) holding various management positions. She has also actively participated in and sat on international industry committees. Her technical, project management and business experience in control, monitoring, safety systems and instrumentation has been applied to a variety of industries and applications including oil and gas (topsides, subsea and fl ow measurement), water, metals, power and pharmaceuticals.

Mr David Geisler, Group Manager Finance

David joined Camms in 1999 after completing his qualifi cations to become a Chartered Accountant and working with a chartered fi rm for 8 years in business services and audit. David began as Camms’ fi nancial accountant and was promoted to Group Financial Controller in 2001. David has played a key role in the development of Camms’ fi nancial reporting and forecasting systems adapting to a growing corporate group and increasing transactional complexity.

During 2004 to 2006 David completed a Masters in Business Administration at the University of South Australia.

LogiCamms Limited

PROSPECTUS 2007

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5. BOARD AND MANAGEMENT
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5.3 Corporate Governance

5.3.1 Introduction

The Board of Directors of the Company is responsible for the overall corporate governance of the Company and its subsidiaries and has adopted as a guiding principle that it will act honestly, diligently and fairly in accordance with the law and in the interests of the Shareholders with a view to building sustainable value for them, the Company’s employees and other stakeholders in the LogiCamms Group.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies refl ecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company is committed to ensuring that its corporate governance systems comply with statutory requirements and to maintaining the Company’s focus on transparency, responsibility and accountability.

Copies of the Company’s corporate governance policies are available on the Company’s website at www.logicamms.com.au.

5.3.2 Composition of the Board

The Board currently comprises Mr Adam Keats, Managing Director, Messrs Garry McGrechan and Wayne Kirby, Executive Directors, Mr David Humann, Non Executive Chairman and Mr Peter Wall, Non Executive Director.

As a team, the Board brings together a broad range of qualifi cations and a diversity of experience to provide strategic guidance for, and effective oversight of, management.

The qualifi cations and other details of the Directors are set out in Section 5.1.

The Constitution requires a minimum number of three Directors. The maximum number of Directors is fi xed by the Board but may not be more than ten, unless the members of the Company in general meeting resolve otherwise.

The relevant provisions in the Constitution and the Corporations Act determine the terms and conditions relating to the appointment and termination of Directors. All Non Executive Directors, other than the Managing Director, are subject to re-election by rotation every three years.

Identifi cation of potential Board candidates includes consideration of the skills, experience, personal attributes and capability to devote the necessary time and commitment to the role.

Any changes to Directorships will, for the foreseeable future, be considered by the full Board subject to any applicable laws. Accordingly, a nominations committee has not been established.

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LogiCamms

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5.3.3 Board Charter

The Board has adopted a Board Charter. Under the Board Charter, the Board’s responsibilities include:

setting the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives;
ensuring there are adequate resources available to meet the Company's objectives;
appointing the Managing Director, evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
evaluating the performance of the Board and its Directors on an annual basis;
determining remuneration levels of Directors and Senior Executives;
approving and monitoring fi nancial reporting and capital management;
approving and monitoring the progress of business objectives;
ensuring that any necessary statutory licences are held and compliance measures are maintained to ensure compliance with the law and licence(s);
ensuring that adequate risk management procedures exist and are being used;
ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility;
ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company;
ensuring procedures are in place for ensuring the Company's compliance with the law; and
fi nancial and audit responsibilities, including the appointment of an external auditor and reviewing the fi nancial statements, accounting policies and management processes.

5.3.4 Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee, with responsibility for establishing and maintaining a framework of internal control and ethical standards. This includes internal controls to deal with both the effectiveness and effi ciency of signifi cant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of fi nancial information as well as non-fi nancial considerations such as the benchmarking of operational key performance indicators.

The committee will comprise two Non Executive Directors and certain Executive Directors seconded from time to time by Non Executive Directors.

The Board considers the composition of the Audit and Risk Management Committee satisfactory to properly discharge the duties of the committee.

5.3.5 Compensation and Remuneration Committee

The Board has established a Compensation and Remuneration Committee, which will meet at least annually. The Compensation and Remuneration Committee is responsible for reviewing remuneration policies and practices of the Company, including those of the Managing Director and executive management to ensure that they meet current market conditions.

LogiCamms Limited

PROSPECTUS 2007

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15. B. OFFEOA R DSANDUM M ARYANAGEMENT
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5.3.6 Continuous Disclosure

Once listed the Company will be a “disclosing entity” pursuant to sections 111AR of the Corporations Act and as such, will need to comply with the continuous disclosure requirements of Chapter 3 of the Listing Rules and section 674 of the Corporations Act. Subject to the exceptions contained in the Listing Rules, the Company will be required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. All relevant information provided to ASX will be posted on the corporate website www.logicamms.com.au

The Company has adopted a Continuous Disclosure Policy in relation to the information disclosures and relevant procedures. The Managing Director is responsible for the administration of the policy and coordinating education within the Company in relation to its disclosure obligations.

5.3.7 Securities Dealing Policy

The Company has adopted a Securities Dealing Policy in order to ensure that the Company meets the best practice established by the ASX Corporate Governance Council, to maintain investor confi dence in the integrity of the Company’s internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws.

Under the policy, employees of LogiCamms and all Directors, are prohibited from trading in the Company’s securities, except during a trading window as notifi ed by the Company Secretary following the public release by the Company to ASX of:

preliminary full year results;
the annual report;
half year results; and
any prospectus.

Furthermore, an employee or Director, who is in possession of price sensitive information, which is not generally available to the market, must not deal in the Company’s securities at any time, even if a trading window is open.

The Securities Dealing Policy provides that if a Director wishes to buy or sell Company securities, he is required to notify the Chairman of his intention. In addition, any changes in a Director’s direct or indirect interest in Company securities must be immediately reported to the Company Secretary so that appropriate disclosure can be submitted to ASX within 5 business days.

5.3.8

In accordance with the Corporations Act and the Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially confl ict with those of the Company. Where the Board believes a signifi cant confl ict exists, the Director concerned will not receive the relevant papers and will not be present at the Board meeting whilst the matter is being considered.

5.3.9 Exceptions to ASX Corporate Governance Council Recommendations

The Company sets out on the following page, its “if not why not” report in relation to those matters of corporate governance where the Company’s practice departs from the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations ( Recommendations ) to the extent that they are currently applicable to the Company.

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Recommendation 2.1 (Independent Directors)

The Board does not comprise a majority of “independent directors”. Only two Directors (Mr David Humann and Mr Peter Wall) satisfy the criteria for independence as outlined in Recommendation 2.1 of the Recommendations. However, given the size and scope of the Company’s operations, the Board considers that it has the relevant experience in the process control industry and is appropriately structured to discharge its duties in a manner that is in the best interests of the Company and its Shareholders from both a long-term strategic and an operational perspective. The Board intends to appoint further Non Executive Directors as suitably qualifi ed candidates are identifi ed.

Recommendation 6.1 (Shareholder Communications)

The Company has not yet established a formal shareholder communication strategy. However the Company intends, once it is listed, to actively communicate with its Shareholders in order to identify the expectations of its Shareholders and actively promote Shareholder involvement in the Company. It will achieve this by posting on its website, copies of all information which is lodged with ASX. Shareholders with internet access will also be encouraged to provide their email addresses to receive electronic copies of information distributed by the Company. Alternatively, hard copies of information distributed by the Company will be available on request.

Recommendation 7.1 (Risk Management)

The LogiCamms Group has a number of internal risk oversight and management policies and internal compliance and control systems, but these are not comprehensive over every area of the group’s business.

Section 7 provides a summary of the relevant risk factors that will affect the Company. After listing, the Company will continue to develop appropriate procedures to deal with risk oversight and management and internal compliance, taking into account the size of the Company and its operations.

Recommendation 8.1 (Board Evaluation)

The Company does not presently have in place a formal process for evaluation of the Board, Board committees, individual Directors and key executives.

The small size of the Board and the nature of the Company’s activities make the establishment of a formal performance evaluation strategy unnecessary at this stage. Performance evaluation is a discretionary matter for consideration by the entire Board and in the normal course of events the Board will review performance of the management and Directors and the Board as a whole.

OFFER SUMMARY Financial 6 Information

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LogiCamms

6. Financial Information

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6.1 Overview

Set out on the following pages is a summary of the LogiCamms Group:

reviewed consolidated income statements for the years ended 30 June 2006 and 30 June 2007;
forecast consolidated income statement for the six months ending 30 June 2008;
pro forma forecast 12 months consolidated income statement for the year ending 30 June 2008;
reviewed consolidated balance sheet as at 30 June 2007; and
pro forma consolidated balance sheet as at 30 June 2007.

The historical fi nancial information of Logitech and Camms has been subject to an audit. The fi nancial information of LogiCamms (which assumes that all entities in the LogiCamms Group had been acquired at the commencement of the review period) has been subject to an audit review, which is not an audit, as part of the preparation of the Investigating Accountant's Report.

LogiCamms will acquire Logitech and Camms immediately following notifi cation from ASX that LogiCamms will be admitted to the offi cial list of ASX and, as such, will report FY2008 performance including 6 months of Logitech and Camms operations, being from the effective date that the earnings of Logitech and Camms accrued to the shareholders of LogiCamms.

To facilitate comparison between periods the Directors have prepared a pro forma FY2008 forecast as if Logitech and Camms had been owned for the full fi nancial year.

The fi nancial information contained in this Section is presented in abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

The fi nancial information in this Section should be read in conjunction with the risk factors associated with an investment in LogiCamms set out in Section 7, the Investigating Accountant’s Report set out in Section 8 and other information contained in this Prospectus. Investors should note the scope and limitations of the Investigating Accountant’s Report.

6.2 Basis of Preparation of Directors’ Forecasts

The Directors’ Forecast 12 months consolidated income statement for FY2008 has been prepared by the Directors with due care and attention on the basis of the best estimate assumptions set out in Section 6.4 and Section 6.5 (which should be read in conjunction with the forecasts). The Directors consider the best estimate assumptions to be reasonable when viewed as a whole at the time of preparing this Prospectus based upon present circumstances and market conditions.

However, the actual fi nancial results may vary and differ in quantum and timing from those in the Directors’ Forecasts and any variation may be materially positive or negative. The Directors’ best estimate assumptions are subject to business, economic and competitive uncertainties and contingencies and risks, many of which are beyond the control of LogiCamms and the Directors (refer to the risk factors in Section 7). The industry in which LogiCamms operates is subject to external infl uences which can materially impact LogiCamms’ fi nancial performance.

No assurance can be given that business decisions and strategies of LogiCamms will be effective or that anticipated benefi ts will be realised in the period for which the Directors’ Forecasts have been prepared or otherwise. In particular, the commencement of work under new agreements and their magnitude may differ from that assumed in the Directors’ Forecasts and this may have a material positive or negative effect on LogiCamms’ actual fi nancial performance or position.

As shown in the sensitivity analysis in Section 6.6, relatively small changes in key variables can have a signifi cant impact on earnings.

LogiCamms Limited

PROSPECTUS 2007

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The Directors’ best estimate assumptions, as set out in Sections 6.4 and 6.5, are intended to assist potential investors in assessing the reasonableness and likelihood of the Directors’ Forecasts being achieved, and are not intended to be a warranty that those events that have been assumed will occur.

The Directors’ Forecasts should be read in conjunction with the Directors’ best estimate assumptions set out in Section 6.4 and Section 6.5, the sensitivity analysis set out in Section 6.6, the discussion of the risk factors associated with an investment in LogiCamms set out in Section 7 and other information set out in this Prospectus.

The Directors’ Forecasts are unaudited, but have been reviewed and reported on by BDO Kendalls Corporate Finance (WA) Pty Ltd, as Investigating Accountant on the Directors’ Forecasts and a copy of their Investigating Accountant’s Report is included in Section 8. The forecast 6 months consolidated income statement for FY2008 for LogiCamms include costs associated with operating as a listed entity including:

external audit of the statutory fi nancial reports;
costs associated with Employee Option Plans;
Directors’ and company secretary fees;
share registry costs and listing fees; and
costs associated with meeting continuous disclosure requirements.

6.3 Consolidated Income Statements

Set out below is the reviewed consolidated income statements for the years ended 30 June 2006 and 30 June 2007, forecast consolidated income statement for the six months ending 30 June 2008 and the pro forma forecast 12 months consolidated income statement for the year ending 30 June 2008 for LogiCamms:

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A$’000 Actual Actual Forecast Pro forma forecast
12 months ended 12 months ended 6 months ending 12 months ending
30 June 2006 30 June 2007 30 June 2008 [1] 30 June 2008
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Revenue from
24,169 31,828 16,742 34,463
continuing operations
Direct costs (15,980) (19,728) (10,629) (22,044)
Operating costs (5,623) (6,185) (3,514) (7,174)
EBITDA 2,566 5,915 2,599 5,245
Depreciation (458) (357) (212) (397)
EBIT 2,108 5,558 2,387 4,848
Finance costs (52) 66 10 (16)
Income tax expense (610) (1,675) (719) (1,479)
NPAT 1,446 3,949 1,678 3,353
EBITDA margin (%) 10.6% 18.6% 15.5% 15.2%
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Note 1: Statutory forecasts have been prepared for the six months ending 30 June 2008. It is likely that the acquisition for accounting purposes will occur on or around 11 December 2007. Therefore, the actual results for the year ending 30 June 2008 may be infl uenced by trading during the period from 11 December 2007 to 31 December 2007 which is not included in the statutory forecast.

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Pro forma adjustments to the pro forma forecast 12 months consolidated income statement for the year ending 30 June 2008

The following pro forma normalisation adjustments have been made to the statutory fi nancial forecast to derive the FY08 pro forma Directors’ Forecast.

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$’000
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NPAT Pro forma Adjustments Public company costs Merger related gross margin Accounting system and documentation upgrade 2007 incentives payment adjustment Logitech income tax Net effect of six months ended 31 December 2007 Tax effect of adjustments Total Pro forma Adjustments Pro forma NPAT	1,678 (154) 180 76 (100) (337) 1,969 41
	1,675 3,353

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Description of material pro forma adjustments

Public company costs

An additional $154,200 in Public company costs have been recognised in the pro forma forecast 12 months consolidated income statement for the fi nancial year 2008 to refl ect the forecast’s costs of LogiCamms going forward as a listed entity for the full fi nancial year, to the extent that they are not applicable to the statutory forecasts.

Merger related gross margins

An adjustment has been made to the gross margin of $180,000 to refl ect the proposed increase in opportunities won by LogiCamms as a result of being a larger and higher profi le services company.

Incentives payment adjustment

An adjustment was made to the statutory forecasts to refl ect the reversal of proposed incentive payments to key staff. This amount has been added back to the pro forma forecast because it is a one-off item.

Logitech income tax

For a period of the year ending 30 June 2008 Logitech is structured as a unit trust and does not incur income tax. In order to refl ect a full year of consolidation as a listed entity a tax adjustment of $337,000 has been included in the pro forma forecast.

Net effect of six months ending 31 December 2007

The pro forma includes an adjustment for the trading of Logitech and Camms for the six months ending 31 December 2007 as if they had merged prior to 30 June 2007. This has been done in order to refl ect a full year’s trading for LogiCamms.

LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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6.4 Specifi c Best Estimate Assumptions

The Directors’ specifi c best estimate assumptions relating to the pro forma forecast 12 months consolidated income statement FY2008 are set out below.

Revenue

Revenue is mostly earned on a project basis with varying contract terms across the LogiCamms business. A proportion of contracts are fi xed price and the remainder are based on agreed sell rates on hours worked.
Revenue is driven by the achievement of new sales ”sales inputs” and the completion of contracts already won in the previous fi nancial year. Revenue to be earned from contracts rolling over from the previous fi nancial year makes up around 38% of the forecast FY2008 revenue. The remainder of the forecast FY2008 revenue is assumed to come from new contracts. The assumptions underlying the forecast FY2008 sales inputs are to achieve a 5-10% increase on FY2007 sales inputs based on continued high demand for engineering services, particularly in Western Australia and Queensland.
The pricing structure of services is assumed to be in line with current pricing structures.
Gross margins on projects are assumed to be in line with gross margins achieved on equivalent projects in equivalent industries in FY2007.
In the FY2008 pro forma forecast, Group revenue has been included as if the merger of Camms and Logitech had taken place on 1 July 2007, representing one full year of revenue. In the statutory forecast, revenue from Logitech and Camms has been included from 1 January 2008.

Operating costs

The FY2008 pro forma forecast includes $228,900 of additional costs associated with operating as a listed entity, including costs of employee share and option plans.
Forecast FY2008 operating costs have been included as if the merger of Camms and Logitech had taken place on 1 July 2007, representing one full year of operating expenses.
Forecast rental accommodation costs are based on actual lease arrangements already in place.
Forecast insurance costs are based on insurance contracts already in place, spanning the FY2008.
Employee expenses have been forecast to increase by approximately 7% across all LogiCamms’ functions, based on increasing market demand for Engineering labour resources across Australia.

Depreciation

Depreciation rates have been determined based on the estimated useful lives of non-current assets.

Taxation

Forecast income tax expense for the FY2008 forecast is based on the 30% statutory tax rate in respect of the taxable profi t for the period.

In preparing the pro forma forecast, the Directors have applied assumptions consistent with the above.

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6.5 General Best Estimate Assumptions

The following best estimate assumptions have been used to derive the Directors’ Forecasts:

There is no material change in the legislative regimes and regulatory environments in the jurisdictions in which LogiCamms operates;
There is no material adverse change in economic conditions prevailing in the jurisdictions in which LogiCamms operates;
No industrial relations issues anticipated as a consequence of the potential change in Federal Government in November 2007;
There is no change to key senior management, Directors or other personnel;
No excessive inclement weather conditions or other natural disaster causing delays in work in progress;
There is no change to current employment agreements in place at either Camms or Logitech;
There is no change to AIFRS that would have a material impact on LogiCamms’ accounting policies, fi nancial reporting or disclosure;
There is no material amendment or termination to any material agreement relating to the LogiCamms’ business;
There is no material litigation that will arise or be realised to the detriment of LogiCamms;
There are no material business acquisitions or mergers;
There are no contingent liabilities that will arise or be realised to the detriment of LogiCamms; and
There are no additional products or services added to the LogiCamms Group portfolio of services.

6.6 Sensitivity Analysis

The Directors’ Forecasts have been based on certain assumptions outlined in Sections 6.4 and 6.5 of this Prospectus, regarding future conditions, events and such matters as economics, industry, regulatory and other matters relating to LogiCamms. LogiCamms’ fi nancial performance is sensitive to a number of key variables including:

Project revenue;
Costs of sales.

Costs of sales includes all costs directly attributable to project revenue. These are predominantly salary and wage costs and materials. An adjustment in the gross margin has an implied adjustment to the costs of sales.

Investors should note that this analysis treats each movement in an assumption in isolation from possible movements in other assumptions, which may not be the case. Movements in one assumption may have an offsetting or compounding effect, which are also not refl ected in this analysis. In addition, it is possible that more than one assumption may move at any point, giving rise to cumulative effects, which are also not refl ected in this analysis. The analysis presented is no indication of the likely level of variation to each assumption.

Typically LogiCamms’ management would respond to any material adverse change in conditions by taking appropriate action to minimise, to the extent possible, any adverse effects on profi ts and dividends. The effect of any such mitigation action has also been excluded from the following analysis.

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Sensitivity analysis 6 Months Ending Pro forma Forecast
30 June 2008 Forecast 12 Months Ending
30 June 2008
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	NPAT	NPAT
Base earnings	1,678	3,353
Revenue (+/- 10%)
($’000)	441	955
(%)	26.3%	28.5%
Gross Margin (+/- 5%)
($’000)	586	1,262
(%)	34.9%	37.6%

LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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6.7 Basis of Preparation of Historical Financial Information

Sources of Historical Financial Information

The historical fi nancial information and pro forma balance sheet have been derived from the fi nancial statements of Camms and Logitech which have been prepared in accordance with the recognition and measurement principles prescribed under AIFRS and other mandatory professional reporting requirements in Australia.

The historical fi nancial statements for the 2007 fi nancial year of Camms and Logitech have been audited. The pro forma consolidation has been reviewed by BDO Kendalls Corporate Finance (WA) Pty Ltd.

Differences between pro forma and actual balance sheet

The Directors have prepared the pro forma balance sheet to present potential investors with information to assist them in understanding the actual position of LogiCamms as a result of the proposed merger post the balance sheet date and the impact of the Offer under this Prospectus.

The pro forma consolidated balance sheet of LogiCamms has been derived from the audited fi nancial statements of Camms and Logitech and adjusted to refl ect pro forma assets and liabilities of LogiCamms as if completion of the Offer and merger had occurred prior to 30 June 2007.

The following transactions occurred after 30 June 2007 and prior to the issue of the Prospectus and make up the pro forma adjustments to the 30 June 2007 balance sheet:

The payment of a $1 million dividend previously declared;
The payment of $4.2 million as the cash component of the acquisition price for Camms and Logitech, plus other associated costs;
A loan receivable of up to $1.5 million following the issue of shares to a number of LogiCamms’ employees;
The issue of 1.775 million options to LogiCamms’ staff and Directors;
An increase in loans payable to related parties of approximately $1.1 million;
The issue of 10,000,000 shares pursuant to this Prospectus;
The payment of expenses and recognition of related deferred tax asset associated with the preparation and issue of the Prospectus and the listing of the Company amounting to $1.2 million. These have been netted off against the share capital raised.

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6.8 Consolidated Balance Sheets

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A$’000 Notes 30 June 2007 Pro-forma Pro-forma 30
(reviewed) Adjustments June 2007
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Current assets
Cash and cash equivalents 6.10.1 2,281 1,700 3,981
Trade and other receivables 6.10.2 5,942 1,500 7,442
Inventories 1,744 – 1,744
Other 383 – 383
Total current assets 10,350 3,200 13,550
Non-current assets
–
Property, plant and equipment 1,067 1,067
Investments accounted for 6.10.3 1,063 – 1,063
using the equity method
Deferred tax assets 540 – 540
–
Intangible assets 6,401 6,401
Total non-current assets 9,071 – 9,071
Total assets 19,421 3,200 22,621
Current liabilities
Trade and other payables 6.10.4 8,567 (4,200) 4,367
Current tax liabilities 956 – 956
Interest bearing borrowings 447 – 447
Provisions 6.10.5 2,839 (1,500) 1,339
Related party loans 6.10.6 3,395 1,090 4,485
Total current liabilities 16,204 (4,610) 11,594
Non-current liabilities
Provisions 571 – 571
Interest bearing borrowings 116 – 116
Total non-current liabilities 687 – 687
Total liabilities 16,891 (4,610) 12,281
Net assets 2,530 7,810 10,340
Equity
Contributed equity 6.10.7 4,123 8,950 13,073
Share based payments reserve 6.10.8 – 108 108
Retained profi ts 6.10.9 (1,593) (1,248) (2,841)
Total equity 2,530 7,810 10,340
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LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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6.9 Summary of Signifi cant Accounting Policies

The signifi cant accounting policies adopted by LogiCamms are set out below.

A. Basis of Preparation

The historical fi nancial information which has been prepared in accordance with the recognition and measurement, but not all of the disclosure requirements of Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

The fi nancial report has also been prepared on a historical cost basis, except for derivatives and available-for-sale fi nancial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal groups held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

Compliance with AIFRS ensures that the fi nancial report, comprising the fi nancial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

B. Principles of Consolidation

Subsidiaries

The historical fi nancial information comprises the fi nancial statements of LogiCamms and its subsidiaries at 30 June each year (“the Group”). Subsidiaries are entities over which the Group has the power to govern the fi nancial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Potential voting rights that are currently exercisable or convertible are considered when assessing control. Consolidated fi nancial statements include all subsidiaries from the date that control commences until the date that control ceases. The fi nancial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.

All intercompany balances and transactions, including unrealised profi ts arising from intragroup transactions have been eliminated. Unrealised losses are also eliminated unless costs cannot be recovered.

C. Business Combinations

The purchase method of accounting is used to account for all business combinations. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued, the value of the equity instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifi able assets acquired and liabilities and contingent liabilities assumed in business combinations are initially measured at their fair values at acquisition date. The excess of the cost of acquisition over the fair value of the Group’s share of identifi able net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised in the income statement, but only after a reassessment of the identifi cation and measurement of the net assets acquired.

Where settlement of any part of the cash consideration is deferred, the amounts payable in future are discounted to present value at the date of exchange using the entity’s incremental borrowing rate as the discount rate.

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D. Revenue Recognition

Revenue from projects

Revenues from projects are recognised on the percentage of completion basis measured using the proportion of costs incurred to date as compared to expected total costs. Where losses are anticipated they are provided for in full. Project revenue has been recognised based on the terms of the contract adjusted for any variations or claims allowable under the contract.

As soon as the outcome of projects can be estimated reliably, contract revenue and expenses are recognised in the income statement in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to surveys of work performed. An expected loss on a contract is recognised immediately in the income statement.

Revenue from software licensing contracts

Hosting, licensing and software maintenance fees are recognised as revenue in the period in which the fee is earned. That being the period in which all steps required to earn the fees have occurred and the customer has no contractual right to refuse payment. Where the fee revenue is contracted to be received periodically over time, then revenue will be recognised on a monthly basis for the term of the contract.

E. Income Tax

The income tax expense for the period is the tax payable on the current period’s taxable income based on the prevailing income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements, and to unused tax losses.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amount of assets and liabilities for fi nancial reporting purposes and the amounts used for taxation purposes. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profi t or taxable profi t or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred income tax asset to be utilised.

The income tax expense for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the fi nancial statements, and to unused tax losses.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances relating to amounts recognised directly in equity are also recognised directly in equity.

LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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F. Impairment of Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing the value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profi t or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

G. Cash and Cash Equivalents

“Cash and cash equivalents” includes cash on hand, deposits held at call with fi nancial institutions, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

H. Trade and Other Receivables

Project work in progress

Project work in progress is stated at cost plus profi t recognised to date less provision for foreseeable losses and less progress billings. Cost includes all expenditure related directly to specifi c projects and an allocation of fi xed and variable overheads incurred in the Group’s contract activities based on normal operating capacity.

Other trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

I. Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises all direct materials, direct labour and an appropriate portion of variable and fi xed overheads. Fixed overheads are allocated on the basis of normal operating capacity. Costs are assigned to inventories on a fi rst-in-fi rst-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling cost of completion and selling expenses.

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J. Investments and Other Financial Assets

The Company classifi es its investments in the following categories: fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments, and available-for-sale fi nancial assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition and re-evaluates this designation at each reporting date.

Financial assets at fair value through profi t or loss

This category has two sub-categories: fi nancial assets held for trading, and those designated at fair value through profi t or loss on initial recognition. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to so designate a fi nancial asset if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classifi ed as current assets if they are either held for trading or are expected to be realised within twelve months of the balance sheet date.

Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than twelve months after the balance sheet date which are classifi ed as non-current assets. Loans and receivables are included in receivables in the balance sheet.

Held-to-maturity investments

Held-to-maturity investments are non-derivative fi nancial assets with fi xed or determinable payments and fi xed maturities that the Company’s management has the positive intention and ability to hold to maturity.

Available-for-sale fi nancial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classifi ed in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the balance sheet date.

Purchases and sales of investments are recognised on trade-date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through profi t or loss. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Available-for-sale fi nancial assets and fi nancial assets at fair value through profi t or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest rate method. Realised and unrealised gains and losses arising from changes in the fair value of the ”fi nancial assets at fair value through profi t or loss” category are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classifi ed as availablefor-sale are recognised in equity in the available-for-sale investments revaluation reserve. When securities classifi ed as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash fl ow analysis, and option pricing models.

LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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The Company assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired. In the case of equity securities classifi ed as available-for-sale, a signifi cant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t and loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

K. Fair Value Estimation

The fair value of fi nancial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for fi nancial assets held by the Company is the current bid price; the appropriate quoted market price for fi nancial liabilities is the current ask price.

The fair value of fi nancial instruments that are not traded in an active market (for example, over the counter derivatives) is determined using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held.

Other techniques, such as discounted cash fl ows, are used to determine fair value for the remaining fi nancial instruments. The fair value of interest-rate swaps is calculated as the present value of the estimated future cash fl ows. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of fi nancial liabilities for disclosure purposes is estimated by discounting the future contractual cash fl ows at the current market interest rate that is available to the Company for similar fi nancial instruments.

L. Property, Plant and Equipment

Items of plant and equipment are stated at historical cost, including costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, less accumulated depreciation and any impairment.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

•	Plant and equipment	4 – 10 years
•	Motor vehicles	5 – 10 years
•	Furniture and f ttings	3 – 8 years

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date. Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the asset’s carrying amount and are included in the income statement in the year that the item is derecognised.

M. Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classifi ed as fi nance leases and capitalised at inception of the lease at the fair value of the leased property, or if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset are classifi ed as operating leases. Payments made under operating leases (net of incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

N. Intangible Assets

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the income statement as an expense incurred.

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Goodwill represents the excess of the cost of the business combination over the Group’s share of the net fair value of the identifi able assets, liabilities and contingent liabilities. Goodwill is not amortised but is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill acquired is allocated to each of the cash-generating units expected to benefi t from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Impairment losses on goodwill cannot be reversed.

O. Interest-Bearing Liabilities

All loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the loans and borrowings using the effective interest method.

All borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

P. Borrowing Costs

Borrowing costs incurred for the construction of a qualifying asset are capitalised during the period of time that it is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed when incurred.

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate on the Group’s borrowings outstanding during the year.

Q. Provisions

Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that that an outfl ow of economic resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and, where appropriate, the risks specifi c to the liability.

LogiCamms Limited

PROSPECTUS 2007

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6. FINANCIAL INFORMATION
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R. Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity. The amounts are unsecured and are usually paid within 60 days. Payables to related parties are carried at the principal amount.

S. Employee Benefi ts

Liabilities for wages and salaries, including non-monetary benefi ts, annual leave and accumulating sick leave expected to be settled within twelve months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. Employee benefi ts payable later than one year are measured at the present value of the estimated future

T. Contributed Equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of an asset are not included in the cost of the acquisition as part of the purchase consideration.

U. Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

V. Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash fl ows are included in the Cash Flow Statement on a gross basis and the GST component of cash fl ows arising from investing and fi nancing activities, which is recoverable from, or payable to, the taxation authority is classifi ed as an operating cash fl ow.

W. Share Based Payments

Share based payments may be provided to Directors, employees, consultants and other advisors.

The fair value of options granted (determined using the Binomial or Trinomial Option Valuation model) is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which option holders become unconditionally entitled to the options.

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X. Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profi t and loss over the period of the borrowing using the effective interest rate method.

6.10 Notes to the Balance Sheet

6.10.1 Cash and Cash Equivalents

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Cash at bank 2,281 3,981
Adjustments arising in the preparation of the pro forma
cash balance are summarised as follows:
Balance at 30 June 2007 2,281
Proceeds from shares issued pursuant to this Prospectus 8,500
Payment of expense related to the capital raising (1,200)
Payment of dividend declared prior to merger (1,000)
Payment of stamp duty (400)
Payment for acquisition of Camms and Logitech (4,200)
Pro forma balance 3,981
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6.10.2 Trade and Other Receivables – Current

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Trade and other receivables 5,942 7,442
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 5,942
Loans provided to employees 1,500
Pro forma balance 7,442
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LogiCamms Limited

PROSPECTUS 2007

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16. F. OFFER INANCIALSUMMARY INFORMATION

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6.10.3 Investments Accounted for Using the Equity Method

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Investment in joint venture 1,063 1,063

Logitech has a 50% investment in the joint venture entity named Logitech Electro 80 Joint Venture, which is registered in Australia and provides engineering services.

6.10.4 Trade and Other Payables

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Trade and other payables 8,567 4,367
Represented by:
Trade creditors 1,323
Other payables 2,107
Payable to related parties 4,200
Unearned income 937
8,567
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 8,567
Payment for the acquisition of Camms and Logitech (4,200)
Pro forma balance 4,367
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6.10.5 Provisions – Current

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Provision – current 2,839 1,339
Represented by:
Annual leave 872
Time in lieu 110
Long service leave 228
Other costs 400
Warranty 229
Dividend 1,000
2,839
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 2,839
Reversal of provision for dividend declared (1,000)
Reversal of other costs (400)
Reversal of provision for employee benefi ts paid in shares (100)
Pro forma balance 1,339
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6.10.6 Related Party Loans

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Related party loans 3,395 4,485
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 3,395
Loans provided by related parties 1,090
Pro forma balance 4,485
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It has been proposed that a portion of funds raised pursuant to this Prospectus will be applied to the repayment of a portion of the related party loans. This fi gure is currently estimated at approximately $1.1 million.

LogiCamms Limited

PROSPECTUS 2007

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16. F. OFFER INANCIALSUMMARY INFORMATION
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6.10.7 Contributed Equity

Actual as at 30 June 2007 $’000 Contributed equity 4,123	Pro forma as at 30 June 2007 $’000 13,073
Number of Shares Adjustments arising in the preparation of the pro forma balance are summarised as follows:	$’000
Balance at 30 June 2007 18,500,009	4,123
Shares issued to Eligible Employees 150,000 Shares issued pursuant to this Prospectus 10,000,000 Capital raising costs pursuant to this Prospectus -	150 10,000 (1,200)
Pro forma balance 28,650,009	13,073

The acquisition of Logitech and Camms by LogiCamms is conditional, amongst other things, upon successful admission of LogiCamms to the offi cial list of ASX. The actual 30 June 2007 fi gures have been prepared as if these acquisitions occurred prior to 30 June 2007. Camms is considered to be the accounting parent entity of the Group and the consolidation has been treated as a reverse acquisition in accordance with the requirements of AASB3 Business Combinations.

6.10.8 Share Based Payments Reserve

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Actual as at Pro forma as
30 June 2007 at 30 June 2007
$’000 $’000
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Share based payments reserve – 108
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 –
Issue of options to employees 108
Pro forma balance 108
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(a) 1.775 million options were issued on 30 June 2007 with an exercise price of $1.20 and a term of 3.5 years. There were three types of options issued, each with different vesting hurdles. Using the Trinomial Model the directors have calculated the following values of the options based on the following criteria:

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58
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LogiCamms

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Input Option a Option b Option c
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Input	Option a	Option b	Option c
Underlying share price	$1.00	$1.00	$1.00
Exercise price	$1.20	$1.20	$1.20
Barrier	$1.30	$1.60	$1.90
Expected volatility	35%	35%	35%
Option life	3.5 years	3.5 years	3.5 years
Expected dividends	5%	5%	5%
Risk free interest rate	6.58%	6.58%	6.58%
Value	$0.178	$0.174	$0.162

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Actual as at Pro forma as at
30 June 2007 30 June 2007
$’000 $’000
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Retained profi ts (1,593) (2,841)
Adjustments arising in the preparation of the pro forma
balance are summarised as follows:
Balance at 30 June 2007 (1,593)
Distribution of profi ts to vendors prior to the acquisitions (1,090)
Reversal of provision for incentive payments (8)
Issue of shares to directors (150)
Pro forma balance (2,841)
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6.10.10 Commitments

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the Prospectus, except for the following:

The Commonwealth Government announced changes to the taxation laws by Press Release on 12 October 2007 (to operate from that date) which could have the effect of triggering a taxable capital gain when the Logicamms Group consolidates for tax purposes after listing.

It is not clear from the contents of the Press Release and a further Press Release of 16 October 2007 (which sought to clarify the timing of the proposed new law) whether the law will be changed in a way which impacts adversely on the merged Group or whether the merger will be “grandfathered” against the application of the new rules.

The taxation advisors to the merger are of the view that the Government does not intend the changes to extend to the taxable capital gain which can arise on consolidation and that, in any event, the merger should be grandfathered because it commenced before 12 October 2007. An urgent submission has been made to the Minister responsible, Mr Dutton, Minister for Revenue and Assistant Treasurer, seeking clarifi cation of the proposed changes to the law. As the Government is in caretaker mode pending the election a response to this submission may be delayed for some time.

OFFER SUMMARY RISK 7 FACTORS

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LogiCamms

7. Risk Factors

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7.1 General Comments

A number of factors, both specifi c to the Company and of a general nature, may affect the future operating and fi nancial performance of the Company and the outcome of an investment in the Company.

There can be no guarantee that the Company will achieve its stated objectives, that its Directors’ Forecasts will be met or that forward-looking statements will be realised. The ability to achieve the Directors’ Forecasts is dependent upon various company-specifi c factors, as well as other general factors.

Potential investors should read the entire Prospectus before deciding whether to invest in the Company and, in particular, consider the assumptions underlying the prospective fi nancial information in Section 6 and the risk factors that could affect the fi nancial performance of the Company.

This Section describes certain risks associated with an investment in the Company. Each of the risks included below could potentially have a material adverse impact on the Company’s operating and fi nancial performance, and its ability to pay dividends. Prospective investors should specifi cally consider the risk factors contained within this Section and other information contained in this Prospectus in light of their own personal circumstances and seek professional advice from an accountant, stockbroker, lawyer or other professional advisor before deciding to invest in the Company.

A reference to fi nancial performance in this Section 7 includes a reference to the Company being able to achieve the Directors’ Forecasts set out in Section 6 as well as its fi nancial performance and overall position. The fi nancial performance of the Company is likely to affect the value and price of Shares.

7.2 Specifi c Risk Factors

The Directors believe that there are a number of specifi c risk factors that should be taken into account before investors make their investment decision. These are as follows:

7.2.1 Reliance on key clients

LogiCamms derives a large proportion of its revenue from contracts with key clients. In the event that any of these clients reduces production, terminates the relationship, defaults on a contract or fails to renew their contracts with LogiCamms, this may have an adverse impact on the fi nancial performance and/or fi nancial position of the Company.

LogiCamms derives a signifi cant proportion of its revenue from providing services to the iron ore and coal industries. The level of iron ore and coal production in Australia depends on a number of factors outside the control of LogiCamms and the Directors including global economic growth, demand from China and the pace of supply growth from other countries. A protracted decline in the demand for Australian iron ore and coal and the resulting decline in iron ore and coal production is likely to lead to a decline in the demand for LogiCamms’ services in those industries, which may have an adverse impact on the fi nancial performance and/or fi nancial position of the Company.

7.2.2 Early termination of projects by clients

The Directors’ Forecasts are partly based on its projects with clients being performed to completion. The contractual relationship relating to some these projects may allow LogiCamms’ clients to terminate the project on short notice. The early termination of a project or projects by LogiCamms’ clients may have an adverse impact on LogiCamms’ fi nancial performance and/or fi nancial position. The quantum of this adverse impact will vary based on a number of factors, including the value of the project terminated.

7.2.3 Duration and timing of contracts

LogiCamms has a number of short duration contracts. A downturn in the resources industry could result in a loss of expected revenues once these contracts expire, with an adverse impact on the Company’s fi nancial performance and/or fi nancial position.

In addition, there is no guarantee on the timing of the contracts included in the Directors’ Forecasts and therefore LogiCamms is exposed to the risk that potential contracts identifi ed are not realised in the expected forecast period due to delays in contractual negotiations or delays caused by a client postponing an expected project. Such a delay in the timing of forecast revenue could have an adverse impact on the fi nancial performance and/or fi nancial position of the Company.

LogiCamms Limited

PROSPECTUS 2007

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7. RISK FACTORS
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7.2.4 Performance of sub-contractors

LogiCamms contracts alongside and/or sub-contracts to third parties in certain cases. LogiCamms may be exposed to liability where those third parties do not perform their obligations under those contracts, in which case LogiCamms may also have liability for the non-performance of such third parties or be required to source resources from additional providers. Where possible, to mitigate these risks, LogiCamms seeks to include provisions limiting its liability under the relevant contract, to enter into contracts with reputable parties and take other measures as appropriate.

7.2.5 Resources industry downturn

As a service provider to the resources industry in Australia, the fi nancial performance of the Company is highly reliant on the level of activity within that industry. The level of activity in the resources industry can be cyclical and sensitive to a number of factors beyond the control of the Company. While activity in the resources industry is currently strong, there can be no guarantee that there may not be a downturn in the future. Any downturn in the Western Australian resources industry is likely to have a signifi cant effect on the fi nancial performance and/or fi nancial position of the Company.

7.2.6 Key people

The Directors of the Company and its senior management and founders have the responsibility of overseeing the day-to-day operations of LogiCamms. The Company is heavily dependent on the relationships that these people have with clients. The loss of one or more of these key employees could have a detrimental impact on the Company.

7.2.7 Acquisition risk

The Company has been formed to undertake the acquisition of two existing businesses. Any acquisition by its nature involves a degree of risk and there is a risk that due diligence does not identify matters that may materially affect the operations and fi nancial performance of the business being acquired.

The Company’s growth strategy may be adversely impacted if it is unable to identify and execute suitable merger or acquisition targets. In addition, in considering further acquisitions, the Group may devote considerable resources and incur expenses in conducting due diligence and negotiating the acquisition. If a proposed acquisition is not completed then all of the expenses incurred in relation to the proposed acquisition will have an effect of reducing the profi tability of the Company.

Following any acquisition, there are also further risks associated with integrating a business into the Group. These risks include changing the culture within the acquired business to align it with that of the Group (to the extent required), ensuring that senior management are retained, implementation of new management systems and controls that are consistent with retaining clients of the two businesses.

7.2.8 Integration and operational risks and controls

As noted above, the Company has been formed to bring together two existing businesses. The management systems and internal controls in these businesses differ and are of varying sophistication. The Company is in the process of implementing consistent management systems and internal controls across the entire Group. Until such systems and controls have been fully implemented, there may be ineffi ciencies in its business and it may be slower to react to changing circumstances than it would be if the systems were fully implemented.

Operational risk relates to the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events that affect LogiCamms’ activities. The Group is exposed to operational risks including process error, pricing or other error, fraud, system failure and failure of security in physical protection systems. The occurrence of any one or more of these may have an adverse impact on the fi nancial performance or prospects of the Company. Failure to integrate the operations of the two existing businesses could result in increased operational costs and the inability to realise anticipated benefi ts. There can be no assurance that the integration will be without problems.

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LogiCamms

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7.2.9 Labour constraints and rising labour costs

LogiCamms’ operations are labour intensive and the future growth of the Company is highly dependent on its ability to retain existing personnel and recruit and retain additional employees. Australia is currently experiencing a shortage of labour required to undertake engineering services. Should the Group fail to retain existing employees and recruit and retain additional personnel, this may have a negative impact on existing operations and future growth prospects of the Group, adversely affecting the fi nancial performance and/or fi nancial position of the Company. The loss of services of existing qualifi ed personnel could also have material adverse effects on the business.

The shortage of labour has caused labour costs to rise sharply. It is likely that labour costs will continue to rise. If the Group is unable to increase prices to offset these rises, then it may adversely affect the Company’s fi nancial performance and/or fi nancial position.

7.2.10 Contracting risk

The LogiCamms business is generally characterised by fi xed price contracts.

There is a pricing risk in respect of the Group’s current and future contracts. If the initial estimate of costs in tendering has been understated or costs increase by a margin greater than that accounted for in the pricing of the contracts, then this will adversely affect the Company’s fi nancial performance and/or fi nancial position. Further, if future fi xed price contracts are priced incorrectly, or costs increase above those anticipated at the time of entering the contracts, this may adversely affect the Company’s fi nancial performance and/or fi nancial position.

LogiCamms may be contractually obliged by project time frames, or in order to maintain key customer relationships, to bear the costs of additional resources required to meet customer project deadlines. Further, the contracts of the Group contain liquidated damages in the event that the project timetable is not achieved. Escalation of anticipated work to complete projects may adversely impact the Company’s fi nancial performance and/or fi nancial position.

7.2.11 Lengthy sales cycle

The lengthy sales cycle required to close larger projects makes it diffi cult to predict quarterly revenue levels and operating results. The sales process for larger projects and solutions can be lengthy and can exceed one year.

The sales cycle may lengthen, which could increase the likelihood of delays and the cause and effect of a delay to become more pronounced. Delays in sales could cause shortfalls in the Company’s revenues and operating results for any particular period.

7.2.12 Competition

There is no certainty that LogiCamms will remain competitive. Increased competition could result in price reductions, under-utilisation of equipment and personnel, reduced operating margins and loss of market share. Despite the Group’s ability to compete effectively in the markets in which it operates, any of these occurrences may adversely affect the Company’s fi nancial performance and/or fi nancial position.

An increase in competition may also result in the Company being unable to increase its prices which, combined with rising labour costs, may adversely affect the Company’s fi nancial performance and/or fi nancial position.

7.2.13 Safety and industrial accidents

The provision of the Group’s solutions and services will often involve some time working and commissioning systems on operational plants. This carries with it an increased safety related risk and may on occasions be considered risky activities. The Group has policies and procedures in relation to safe work practices. Despite the relevant safeguards there is no guarantee a serious accident will not occur in the future. A serious accident may negatively impact the fi nancial performance and/or fi nancial position of the Company.

LogiCamms Limited

PROSPECTUS 2007

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7. RISK FACTORS
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7.3 General Risk Factors

7.3.1

The value of Shares will be determined by the share market and will be subject to a range of factors beyond the control of the Company and the Directors. Share market fl uctuations in Australia and other stock markets around the world may negatively affect the value of the Shares. Factors that may infl uence the investment climate in stocks, may not relate to actual performance of the Company, include general economic outlook, changes in government fi scal, monetary and regulatory policies, movements in commodity prices, exchange rate movements, interest rates, infl ation and political developments.

7.3.2 Availability of credit line and future fi nancing

The Company may require additional funds through public or private fi nancing, strategic relationships or other arrangements to meet prospective growth objectives. There can be no assurance that it will be able to obtain additional funding and on favourable terms. If the Company cannot raise funds if and when they are needed, it may not be able to develop or enhance its products and services, expand the business, acquire complementary businesses or technologies, respond to competitive pressures or unanticipated requirements, or take advantage of future opportunities, which could have a material adverse effect on the business.

7.3.3 General economic conditions

Operating results may vary signifi cantly based on the impact of changes in global economic conditions on clients. Both Australian and world economic conditions may negatively affect the Company’s performance. Any slowdown in economic conditions or factors such as the level of production in the relevant economy, infl ation, currency fl uctuation, interest rates, supply and demand and industrial disruption may have a negative impact on the Group’s costs and revenue. These changes may adversely affect the Company’s fi nancial performance and/or fi nancial position.

7.3.4 One-off events

An outbreak of disease, an act of terrorism or an outbreak of international hostilities may occur, adversely affecting consumer confi dence, customer spending and share market performance. This may have an adverse impact on the Company’s operating, fi nancial and Share price performance.

7.3.5 Accounting Standards

Changes in accounting standards or the interpretation of those accounting standards that occur after the date of this Prospectus may adversely impact on the Company’s reported fi nancial performance and/or fi nancial position.

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OFFER SUMMARY Investigating Accountant’s 8 Report

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LogiCamms

8. Investigating Accountant’s Report

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BDO Kendalls

2 November 2007

The Directors LogiCamms Limited Level 3 35 Outram Street WEST PERTH WA 6005

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St George’s Tce, Perth WA 6000 PO Box 7426 Cloisters Square, Perth WA 6850 Tel: 61 8 9360 4200 Fax: 61 8 9481 2524 [email protected] www.bdo.com.au ABN 27 124 031 045 AFS Licence No. 316158

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT ON HISTORICAL AND FORECAST FINANCIAL INFORMATION

1. Introduction

We have prepared this Investigating Accountant’s Report (“ Report ”) on the forecast and historical fi nancial information of LogiCamms Limited (“ LogiCamms ” or “ the Company ”) and controlled entities (“ The Group ”) for the fi nancial years ended 30 June 2006 and 2007 and the forecast fi nancial information for the fi nancial year ending 30 June 2008, for inclusion in the Prospectus. The Prospectus will offer up to 10 million new shares in the Company at an issue price of $1.00 each (“ The Offer ”). Where applicable, this Report is prepared in accordance with Australian Auditing and Assurance Standard AUS 902 “Review of Financial Reports” and RG 170 “Prospective fi nancial information”.

Expressions defi ned in the Prospectus have the same meaning in this Report.

The nature of this Report is such that it can be given only by an entity which holds a specifi c licence. BDO Kendalls Corporate Finance (WA) Pty Ltd holds the appropriate Australian Financial Services Licence under the Corporations Act 2001.

2. Background

LogiCamms Limited was incorporated on 8 October 2007 to act as a vehicle to acquire Logitech Holdings Pty Ltd (“ Logitech ”) and Camms Group Holdings Pty Ltd (“ Camms ”) and then to apply for admission to the offi cial list of the Australian Securities Exchange (“ ASX ”). The acquisition of Logitech and Camms is conditional on, among other things, LogiCamms being admitted to the offi cial list of ASX.

Logitech Holdings Pty Ltd was incorporated on 26 September 2007 to acquire the business that had been operated by Logitech Consultants Unit Trust. That business had been operating since 1993 and specialised in the provision of contract process control systems and engineering services. Camms Group Holdings Pty Ltd was incorporated on 3 January 2003, but the Camms business was originally formed in 1988 and specialises in the provision of contract process control systems and engineering services.

3. Scope

You have requested BDO Kendalls to prepare an Investigating Accountant’s Report covering the following

3.1. Historical Financial Information

i. Historical consolidated income statement of the Group as if it had been formed at the start of the pro forma periods being the years ended 30 June 2006 and 2007;
ii. Historical consolidated balance sheet as at 30 June 2007 as if the Group had been formed at that date;
iii. The pro forma balance sheet as at 30 June 2007 refl ecting the actual position as at that date, major transactions between that date and the date of our report and the proposed capital raising under the Prospectus;
iv. The accounting policies applied by LogiCamms in preparing its fi nancial statements.

( collectively “ the Historical Financial Information ”).

LogiCamms Limited

PROSPECTUS 2007

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3.2. Forecast Financial Information

i. Forecast fi nancial information for the year ending 30 June 2008 for the Group as if it had been formed for the entire period.

4. Basis of Preparation

This Report has been prepared to provide investors with information on the forecast and historical fi nancial information as disclosed in Section 6 of this Prospectus.

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risks associated with the investment, and has been prepared based on the complete Offer being achieved. BDO Kendalls Corporate Finance (WA) Pty Ltd (“ BDO Kendalls ”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly has not done so, and does not purport to do so. BDO Kendalls accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

The Historical Financial Information has been presented in a manner which is considered to be the most relevant to prospective investors and accordingly, the Historical Financial Information includes the results of Logitech and Camms as if they had been acquired by LogiCamms prior to 1 July 2005.

The Historical Financial Information of the Group for the fi nancial years ended 30 June 2006 and 2007 to which this Report refers to is set out in Section 6.3 of the Prospectus. Adjustments have also been made to the historical fi nancial information as disclosed in Section 6.8 to refl ect the ongoing structure of the consolidated group.

The Historical Financial Information for Logitech and Camms has been used as the basis for preparation of the Historical Financial Information. This information has been compiled from the audited fi nancial statements of Logitech and Camms by way of aggregation of such information.

The Historical Financial Information does not include any costs in relation to running a head offi ce function or operating as a publicly listed company. The Historical Financial Information also does not include any synergies that may result from the acquisitions.

5. Review of Pro forma Historical Financial Information

The Historical Financial Information set out in Section 6 of the Prospectus has been extracted and aggregated from the audited fi nancial statements of the subsidiaries’ operations.

Unqualifi ed audit opinions have been issued in respect of the Historical Financial Information. The Directors of the Company are responsible for the preparation of the Historical Financial Information, including determination of the adjustments.

We have conducted our review of the Historical Financial Information in accordance with the Australian Auditing and Assurance Standard AUS 902 “Review of Financial Reports”. We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

analytical procedures on the audited fi nancial performance of the Group for the relevant historical period;
a review of work papers, accounting records and other documents;
a review of the assumptions used to compile the pro forma balance sheet and income statements;
a review of the adjustments made to the pro forma Historical Financial Information;
a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Group disclosed in Section 6 of the Prospectus; and
enquiry of Directors, management and others.

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LogiCamms

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These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

6. Review of Forecast Financial Information

The Directors’ Forecasts have been prepared by the Directors using a set of assumptions which include best-estimate assumptions relating to future events and management actions that the Directors expect to occur. The Directors’ best-estimate assumptions are set out in Section 6 of the Prospectus.

(referred to collectively as the “Forecasts”)

The Directors are responsible for the preparation and presentation of the Forecasts, including the best-estimate assumptions. The Forecasts have been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the forecasts to which it relates for any purposes other than for which it was prepared.

6.1. Review of Directors’ Best Estimate Assumptions

Our review of the best-estimate assumptions underlying the Directors’ forecasts was conducted in accordance with the Australian Auditing and Assurance Standard AUS 902 “Review of Financial Reports”. Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures we considered necessary.

These procedures included discussion with the Directors and management of the Company and have been undertaken to form an opinion whether anything has come to our attention which causes us to believe that the best-estimate assumptions do not provide a reasonable basis for the preparation of the forecasts and whether, in all material respects, the forecasts are properly prepared on the basis of the best-estimate assumptions and are presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies of the Group disclosed in Section 6 of the Prospectus so as to present a view of the Group which is consistent with our understanding of the Group’s past, current and future operations.

The forecasts have been prepared by the Directors to provide investors with a guide to the Group’s potential future fi nancial performance based upon the achievement of certain economic, operating, developmental and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. There is a considerable degree of subjective judgement involved in the preparation of forecasts. Actual results may vary materially from those forecasts and the variation may be materially positive or negative. Accordingly, investors should have regard to the investment risks and sensitivities set out in Section 6 of the Prospectus.

Our review of the forecast information that is based on best-estimate assumptions is substantially less in scope than an audit examination conducted in accordance with Australian Auditing and Assurance Standards. A review of this nature provides less assurance than an audit. We have not performed an audit and we do not express an audit opinion on the forecasts included in the Prospectus.

7. Conclusion

7.1. Review Statement of Historical Financial Information

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

i) the pro forma balance sheet as at 30 June 2007 has not been properly prepared on the basis of the pro forma transactions;
ii) the Historical Financial Information, as set out in Section 6 of the Prospectus does not present fairly:
a) the historical income statement of the Group for the years ended 30 June 2006 and 2007; and
b) the historical balance sheet of the Group as at 30 June 2007;
iii) in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements, and accounting policies adopted by the Company disclosed in Section 6 of the Prospectus.

LogiCamms Limited

PROSPECTUS 2007

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7.2. Review Statement on the Forecasts

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

i) the Directors’ best-estimate assumptions set out in Section 6 of the Prospectus do not provide reasonable grounds for the preparation of the forecasts;
ii) the forecasts are not properly compiled on the basis of the Directors’ best-estimate assumptions and are presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in Section 6 of the Prospectus;
iii) that the forecast itself is unreasonable.

The underlying assumptions are subject to signifi cant uncertainties and contingencies often outside the control of the Company. If events do not occur as assumed, actual results and distributions achieved by the Company may vary signifi cantly from the forecasts. Accordingly, we do not confi rm or guarantee the achievement of the forecasts, as future events, by their very nature, are not capable of independent substantiation.

8. Subsequent Events

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

9. Disclosures

BDO Kendalls Corporate Finance (WA) Pty Ltd is the licensed corporate advisory arm of BDO Kendalls in Perth.

Neither BDO Kendalls Corporate Finance (WA) Pty Ltd nor BDO Kendalls, nor any director or executive or employee thereof, has any fi nancial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

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

Yours faithfully BDO Kendalls Corporate Finance (WA) Pty Ltd

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Sherif Andrawes
Director
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OFFER SUMMARY Summary of Material 9 Contracts

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LogiCamms

9. summary of Material Contracts

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9.1 Introduction

Various contracts entered into by the Company may be material to the Offer or the operation of the business of LogiCamms. The Directors of LogiCamms consider the contracts summarised below are signifi cant or material to the Company.

The main provisions of the material contracts are summarised in this section. Each material contract appears in summary form only.

9.2 Underwriting Agreement

The Company has entered into the Underwriting Agreement with the Underwriter whereby the Company has engaged the Underwriter to fully underwrite the Offer. Capitalised terms in this Section 9.2 have the meaning as defi ned in the Underwriting Agreement.

The Underwriter will receive an underwriting fee of 1.5% of the Underwritten Amount (being $150,000) and a management fee of 4% of the Underwritten Amount (being $400,000).

In addition to the fees specifi ed above, the Company must pay and will indemnify the Underwriter against, and in relation to, all costs and expenses of the Offer provided that the Underwriter must seek the approval of the Company before incurring any single item of expense of an amount in excess of $2,000 (other than agreed legal expenses and disbursements).

The Company makes certain representations, warranties and undertakings to the best of its knowledge, information and belief to the Underwriter including (without being exhaustive):

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no breach of material agreement;
legal compliance of the Prospectus;
each of the Company and its subsidiaries (each a Relevant Company) holding all licences, permits and approvals necessary to enable it to carry on each of its businesses;
compliance with the Corporations Act, any legally binding requirement of ASIC or ASX in all material respects and compliance with the Listing Rules; and
correctness and completeness of information provided.

The Underwriter makes a number of representations, warranties and undertakings to the Company to the best of its knowledge, information and belief that:

it is a body corporate registered under the Corporations Act;
it has the power to enter into and comply with all of the terms and conditions of the Underwriting Agreement;
it has obtained all approvals and authorities that may be required to permit the Underwriter to enter into the Underwriting Agreement and to perform the obligations under the Underwriting Agreement in accordance with its terms including the obtaining and holding of all licences and permits required by the Corporations Act; and
the obligations of the Underwriter are valid and binding.

For 6 months from the date of the admission of the Company to the Offi cial List the Company is committed to a number of restraints affecting its capital and operating base including restraints whereby it must not, without the prior consent of the Underwriter; issue any securities or alter its capital structure; amend its constitution; dispose or agree to dispose of the whole or a substantial part of its business or property; or charge or agree to charge the whole or substantial part of its business or property other than in the normal course of business.

LogiCamms Limited

PROSPECTUS 2007

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The Company agrees to indemnify the Underwriter and its offi cers, employees, agents and advisors in a range of circumstances associated with the Offer and the Prospectus.

The Underwriter may elect to terminate its obligations under the Underwriting Agreement by notice to the Company if, on or before the allotment of all the Shares, one of the events set out below occurs:

(a) ( Indices fall ): any of the All Ordinaries Index, S&P ASX 200 Index or Small Ordinaries Index as published by ASX is on at least 3 occasions at the close of a trading day 10% or more below its level as at the close of trading on the Business Day prior to the Underwriting Agreement;
(b) ( Prospectus ): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company;
(c) ( Copies of Prospectus ): the Company fails to provide 1,000 copies of the Prospectus to the Underwriter within 5 days of the Exposure Date and such failure is not remedied within 2 days;
(d) ( No Offi cial Quotation ): Offi cial Quotation has not been granted by the Shortfall Notice Deadline Date or having been granted, is subsequently withdrawn, withheld or qualifi ed;
(e) ( No Application for Offi cial Quotation ): the Company fails to apply for offi cial quotation of its Shares by the Offi cial Quotation Date;
(f) ( Supplementary prospectus ):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in unacceptable circumstances under Part 6.10 of the Corporations Act, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require;
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter;
(g) In addition, if one or more of the following events either separately or together have a material adverse effect (where the expression “material adverse effect” includes events that have or are likely to have a materially adverse effect on the outcome of the Offer, the trading fi nancial position, performance, business or operations of the Company, or could give rise to more onerous obligations of the Underwriter), the Underwriter may also terminate the Underwriting Agreement:
(i) ( Default ): default by the Company under the Underwriting Agreement;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) ( Exposure period ): before midnight on the Exposure Date the ASIC notifi es the Company of any defi ciency of any kind in the Prospectus as lodged on the Lodgement Date or ASIC gives any notice, whether written or oral, to the Company extending (or further extending) the Exposure Date or giving notice of its intention to so extend;
(iv) ( Contravention of constitution or Act ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act or any other applicable legislation or any requirement of ASIC or ASX;
(v) ( Restriction on allotment ): the Company is prevented from allotting the Offer Shares within the time required by the Prospectus, the Corporations Act, the Listing Rules, any statute, regulation or order by ASIC, ASX, any court of competent jurisdiction or any governmental or semi governmental agency or authority;

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(vi) ( Adverse change ): any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, fi nancial position, trading results, profi ts, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter’s reasonable opinion, is unlikely to be met in the projected time;
(vii) ( Non compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information that investors and their professional advisors would reasonably require to make an informed assessment of:
(a) the assets and liabilities, fi nancial position and performance, profi ts and losses and prospects of the Company; and
(b) the rights and liabilities attaching to the Offer Shares;
(viii) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is incorrect, misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of sections 710, 711 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(ix) ( Error in Due Diligence Results ): it transpires that any of the Due Diligence Results or any part of the Verifi cation Material was false, misleading or deceptive or that there was an omission from them;
(x) ( Notifi cations ): ASIC gives notice of its intention to hold a hearing, make an order or interim order or conduct an investigation in relation to the Prospectus under various provisions of the Corporations Act;
(xi) ( Offi cial Quotation qualifi ed ): the Offi cial Quotation is qualifi ed or conditional other than as set out in the defi nition of “Offi cial Quotation”;
(xii) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(xiii) ( Signifi cant change ): a “new circumstance” as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(xiv) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus;
(xv) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;
(xvi) ( Hostilities ): there is an outbreak of hostilities or a material escalation in hostilities (whether or not war has been declared) involving any one or more of Australia, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, but excluding hostilities already commenced or publicly threatened at the date of this Agreement (including hostilities involving Afghanistan or Iraq) unless there is a material escalation in those hostilities;
(xvii) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fi scal policy that adversely impacts on the Offer;

LogiCamms Limited

PROSPECTUS 2007

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(xviii) ( Change in economy ): there occurs any fundamental change in Australian economic or political conditions;
(xix) ( Prescribed Occurrence ): a Prescribed Occurrence occurs, other than as disclosed in the Prospectus;
(xx) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(xxi) ( Event of Insolvency ): an Event of Insolvency occurs in respect of a Relevant Company;
(xxii) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $150,000 is obtained against a Relevant Company and is not set aside or satisfi ed within 7 days;
(xxiii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus;
(xxiv) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter;
(xxv) ( Authorisation ): any Authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modifi ed or amended in a manner unacceptable to the Underwriter;
(xxvi) ( Force Majeure ): a Force Majeure affecting the Company’s business lasting in excess of 7 days occurs;
(xxvii) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence;
(xxviii) ( Certain resolutions passed ): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(xxix) ( Capital Structure ): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus;
(xxx) ( Breach of Material Contracts ): any of the contracts described as Material Contracts is terminated or substantially modifi ed;
(xxxi) ( Timetable ): an event specifi ed in the Timetable is delayed for more than 3 Business Days unless the parties have agreed to extend the relevant date and the event is delayed for 3 Business Days beyond that extended date; or
(xxxii) ( Other Events ): there is a suspension or material limitation in trading in securities generally on the ASX, the New York Stock Exchange or the London Stock Exchange; or a general moratorium on commercial banking activities in Australia, New York or the United Kingdom is declared by the relevant authorities, or there is a material disruption in commercial banking or securities settlement or clearance services in any of those places.

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9.3 Logitech and Camms Purchase Agreements

9.3.1 Camms Group Holdings Share Purchase Agreement

The Company has agreed to purchase 100% of the shares in Camms Group Holdings from the shareholders of Camms Group Holdings.

The agreement provides for the purchase of Camms Group Holdings as a going concern.

The purchase price for the acquisition of the shares in Camms Group Holdings consists of $2,100,000 in cash and 9,250,000 Shares payable as follows:

(a) to Adam Keats & Steven Wild as trustee of the A Keats Testamentary Trust, $133,831 and 589,483 Shares;
(b) to Adam Keats & Steven Wild as trustee of the S Keats Testamentary Trust, $133,829 and 589,484 Shares;
(c) to Adam Keats & Steven Wild as trustee of the M Keats Testamentary Trust, $133,829 and 589,484 Shares;
(d) to Adam Keats as trustee of the McKeat Family Trust, $732,512 and 3,226,539 Shares;
(e) to Paul Walker as trustee for the Yaapaz Family Trust, $483,000 and 2,127,500 Shares; and
(f) to Sean Ebert as trustee for the S&L Ebert Family Trust, $483,000 and 2,127,500 Shares.

Completion is subject to certain conditions precedent being satisfi ed, including:

the approval of the Existing Shareholders (other than those who are vendors) to the acquisition (the Company will seek this approval before Listing);
ASX notifying the Company that it will be admitted to the offi cial list of ASX subject only to conditions reasonably capable of fulfi lment by the Company and otherwise acceptable to the Company;
consents being obtained from third parties under any contracts that Camms Group Holdings is party to that provide for such consent being required in the case of a sale of Shares; and
consent being obtained from fi nanciers under any fi nance facilities that Camms Group Holdings may have in place.

The cash component of the purchase consideration may be paid after completion of the purchase within 5 Business Days after the listing of the Company on ASX.

The agreement provides for certain directors of Camms Group Holdings to be replaced by directors nominated by the Company.

Camms Group Holdings is under usual obligations in relation to conducting its business prior to completion of the share purchase, including not undergoing recapitalisation or entering into any commitment for more than $50,000 without the Company’s prior written consent.

Completion of the agreement is dependent on completion of the Logitech Holdings Share Purchase Agreement, which is described in Section 9.3.3.

The agreement contains warranties which are considered usual for agreements of this type.

The agreement provides that the vendors will not be liable to the Company unless written notice specifying details of the claim is given within 12 months of Completion and the claim is fi nalised or legal proceedings commenced against the vendors within 6 months of giving notice of the claim.

Further, the maximum amount the Company can claim is equal to the purchase price, however, in order to claim, the aggregate amount claimed must exceed 50% of the purchase price, in which case the Company may recover all amounts claimed.

The Company may terminate the agreement before completion if any of the warranties given by Camms Group Holdings are breached.

LogiCamms Limited

PROSPECTUS 2007

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9.3.2 Logitech Consultants Unit Trust Purchase Agreement

Logitech Holdings Pty Ltd has purchased 100% of the units in the Logitech Unit Trust from Wayne Thomas Kirby and Clare Maree Kirby as trustees for the Kirby Family Trust ( Kirby Trust ) and Garry Ross McGrechan and Faye Lynette McGrechan as trustees for the GR & FL McGrechan Family Trust ( McGrechan Trust ).

The purchase price for the acquisition of the units in the Logitech Unit Trust consisted of Logitech Holdings shares issued as follows:

(a) to the Kirby Trust, 49 Logitech Holdings shares; and
(b) to the McGrechan Trust, 49 Logitech Holdings shares.

The trustee of the Logitech Unit Trust is Logitech Consultants, a company whose shareholders are Wayne Kirby and Garry McGrechan. Articles of Association of Logitech Consultants provide that at all times, the directors of Logitech Consultants must be nominees of the Company.

9.3.3 Logitech Holdings Share Purchase Agreement

The Company has agreed to purchase 100% of the shares in Logitech Holdings from Wayne Thomas Kirby and Clare Maree Kirby as trustee for the Kirby Family Trust ( Kirby Trust ) and Garry Ross McGrechan and Faye Lynette McGrechan as trustee for the GR & FL McGrechan Family Trust ( McGrechan Trust ).

The purchase price for the acquisition of the shares in Logitech Holdings consists of cash and Shares payable as follows:

(a) to the Kirby Trust, $1,050,000 and 4,625,000 Shares; and
(b) to the McGrechan Trust, $1,050,000 and 4,625,000 Shares.

Completion of the agreement is dependent on completion of the Camms Group Holdings Share Purchase Agreement.

The cash component of the purchase consideration may be paid after completion of the purchase within 5 Business Days after the listing of the Company on ASX.

Otherwise, the agreement is on substantially the same terms as the Camms Group Holdings Share Purchase Agreement described at Section 9.3.1.

9.4 Logitech Electro 80 Joint Venture Agreement

Logitech Consultants and Automation Partners Pty Ltd have entered into a 50:50 joint venture agreement ( JV Agreement initially in respect of work to be conducted on the Dampier Port Upgrade Electrical Control Systems project ( Dampier Project ) for Hamersley Iron Pty Ltd.

The joint venture partners have agreed to extend the JV Agreement to projects other than the Dampier Project.

Under the amended JV Agreement either party may terminate if:

(a) the other party commits an act of bankruptcy or an insolvency event occurs;
(b) the other party ceases or threatens to cease carrying on business; or
(c) the other party commits a material breach of the JV Agreement which is not remedied within 14 days.

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Further, the joint venture partners agree that:

(a) the respective interests of Logitech and Automation in the joint venture are equal;
(b) any joint venture assets are owned by Logitech and Automation as tenants in common in equal shares;
(c) Logitech and Automation will provide labour to the joint venture on an approximately 50:50 basis of man-hours worked;
(d) the joint venture shall submit an account in the name of the joint venture in the form of a monthly progress claim for each project; and
(e) a party shall be entitled to payment of an amount equal to the account submitted by that particular party.

The Company intends the JV Agreement to continue into the future.

9.5 Material Customer Contracts

9.5.1 Introduction

LogiCamms Group companies have entered into various customer service contracts over time. The following customer contracts presently being performed by a Group Company are considered material to the LogiCamms Group as a whole.

9.5.2 Hamersley Iron Pty Limited – Dampier Port Upgrade Project

Logitech Consultants and Automation Partners Pty Ltd in joint venture trading as Logitech Electro 80 Joint Venture ( Logitech Electro 80 ) has been contracted by Hamersley Iron Pty Limited ( Hamersley ) to provide services in relation to an electrical control system upgrade to the existing rail and car dumping stockyard and ship-loading facilities at Dampier Port, Western Australia.

The contract was scheduled for completion in August 2007, however works are still continuing under the contract.

As is usual for contracts of this nature, the terms and conditions are generally favourable to Hamersley, as principal.

Hamersley can terminate the agreement at any time, in its absolute discretion, by giving Logitech Electro 80 21 days prior notice.

Logitech Electro 80 indemnifi es Hamersley against all claims, demands, damages, costs, losses, expenses and liabilities caused by the works and the presence of Logitech (and its agents and employees on or about the site).

Any liability of Hamersley is limited to loss, damage, costs and expenses that are the result of the sole negligence of Hamersley.

9.5.3 BM Alliance Coal Operations Pty Ltd – Consultancy Agreement

Logitech has been contracted by BM Alliance Coal Operations Pty Ltd ( BM Alliance ) to provide services in respect of a ‘Stockpile Management System’ of BM Alliance’s operations at Hay Point in Mackay, Queensland.

The contract is scheduled for completion in March 2008.

As is usual for contracts of this nature, the terms and conditions of the contract are favourable to BM Alliance. BM Alliance can terminate the agreement at any time, for any reason, provided it gives 30 days notice in writing of its intention do so.

Either party can also terminate the agreement if the other party does not carry out its material obligations under the agreement or a party becomes insolvent.

The contract also contains warranties, indemnities and insurance obligations on the part of Logitech that are considered usual in a contract of this type.

LogiCamms Limited

PROSPECTUS 2007

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19. S. OFFER UMMARYSUMMARYOF

MATERIAL CONTRACTS

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9.5.4 Robe River Mining Pty Limited – Cape Lambert Capacity Enhancement Project Agreement

Logitech has been contracted by Robe River Mining Pty Ltd ( Robe ) to provide services relating to recommissioning and enhancement of Robe’s stockpile management system and stockyard machines.

The term of the agreement extends to December 2007.

As is usual for contracts of this nature, the terms and conditions are favourable to the principal, Robe. The contract contains detailed schedules of the scope of works, various Robe policies, risk management and key personnel.

The contract may be terminated by Robe for any reason at any time, in its absolute discretion, if 30 days written notice is provided to Logitech.

The contract also specifi es certain key personnel to the contract. The contract provides obligations upon Logitech to ensure that all key personnel are available (and retained) for the duration of the contract. A failure by Logitech to comply with the key personnel clause will constitute breach of Logitech’s material obligations and may give rise to termination of the agreement by Robe.

The contract also contains warranties, indemnities, insurance obligations and other provisions on the part of Logitech that are considered usual in a contract of this type.

9.5.5 BBI (DBCT) Management Pty Ltd – Dalrymple Bay Coal Terminal Upgrade

Camms Process Control has been contracted by BBI (DBCT) Management Pty Ltd ( BBI ) to provide services in relation to the supply and installation of an anti-collision system at BBI’s Dalrymple Bay Coal Terminal in Mackay, Queensland.

The current contract completion date is scheduled for 31 January 2008 (however this is likely to be extended by agreement between BBI and Camms Process Control).

As is usual for contracts of this type, the terms of the contract are favourable to the principal, BBI. There is potential liability for Camms Process Control in the event that it does not comply with the terms of the agreement.

BBI may terminate the contract forthwith at any time, for any reason by giving Camms Process Control notice in writing subject to payment by BBI to Camms Process Control for works completed up to the termination date.

Camms Process Control indemnifi es BBI in respect of a breach of any term condition or provision of the contract or a wrongful act or omission (including negligence) by Camms Process Control or its personnel.

9.5.6 South Australian Water Corporation – Morgan Water Treatment Plant Upgrade

Camms Process Control was contracted by the South Australian Water Corporation ( SA Water ) to provide services in relation to a plant automation system upgrade at the Morgan Water Treatment Plant in South Australia.

As is usual for contracts of this type the terms of the contract are favourable to SA Water, as principal. The contract was practically completed on 24 July 2007. However, there is a 1 year defects warranty period which extends to 24 July 2008.

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9.5.7 Thiess-Kentz Engineers and Contractors – Project Magnet – OneSteel – Whyalla, South Australia

Camms Process Control has been contracted (by purchase order dated 16 May 2007) by Thiess-Kentz Engineers and Constructors ( Thiess-Kentz ) to provide specifi ed works at OneSteel’s operation in Whyalla, South Australia.

Under the contract, Thiess-Kentz may terminate the contract if Camms Process Control commits an act of bankruptcy or an insolvency event occurs.

Further, and as a separate and independent right, Thiess-Kentz may cancel the contract at any time, in its sole discretion, subject to payment to Camms Process Control for works completed as at the termination date.

The contract also contains warranties and other provisions that are considered usual in a contract of this type.

9.6 Executive Service and Key Personnel Employment Agreements

9.6.1 Executive Service Agreement – Adam Keats (Managing Director)

An executive service agreement has been entered into between the Company and Mr Adam Keats ( the executive ) as the Managing Director and CEO of the Company. The agreement provides for the full time employment of Mr Keats.

The agreement is for a term of 3 years commencing on the date the Company is listed on ASX. After the initial term the agreement continues until either party terminates by giving notice.

At commencment, Mr Keats will be entitled to an accrual salary of $285,000 per annum, inclusive of superannuation and other entitlements, which is to be reviewed annually. The executive may also be eligible for a bonus.

The agreement requires the executive to perform various specifi c duties consistent with those normally expected of a managing director of a public listed company in the Company’s circumstances. The executive also owes general duties to the Company which are typical for an agreement of this nature, including duties to act in good faith and in the best interests of the Company. The executive is required to comply with all policies of the Company.

The Company may terminate the agreement at any time without cause by giving 12 months notice to the executive (or payment in lieu thereof), including during the initial 3 year term.

The Company may summarily terminate the agreement for serious misconduct or breach by the executive without compensation.

The executive may terminate the agreement on expiry of the initial 3 year term by giving notice at least 6 months prior to the expiry of the initial term. After the initial term the executive can terminate at any time by giving at least 6 months’ notice. On resignation the executive will not be entitled to any further payment other than for services provided during the notice period and for outstanding entitlements.

Upon termination, the executive is subject to non-competition covenants, whereby the executive must not engage, directly or indirectly through any person in an enterprise, company or fi rm, to carry on a substantially similar activity to that of the Company’s business without the Company’s consent. The executive is also subject to covenants prohibiting the solicitation of Company personnel. These covenants extend for the longer of 4 years after commencement or 12 months after termination.

9.6.2 Executive Service Agreements – Executive Directors and Senior Managers

In addition to the Managing Director, the LogiCamms Group employs the following managers who are considered to be key personnel and who have been engaged on fi xed term service agreements:

Mr Wayne Kirby – Executive Director and Group Manager, Market Development

Mr Garry McGrechan – Executive Director and General Manager, Western Australia

Mr Sean Ebert – General Manager, South Australia

Mr Paul Walker – General Manager, Queensland

LogiCamms Limited

PROSPECTUS 2007

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The Company has entered into executive service agreements with each of these persons for their full time employment for 3 year terms.

At commencement each Executive Director is entitled to total fi xed remuneration of $275,000 per annum, inclusive of statutory superannuation and other entitlements. The specifi c duties of each Executive Director are also consistent with their roles.

The agreements for Messrs Ebert and Walker provide for total fi xed remuneration of $240,000 per annum, inclusive of statutory superannuation and other entitlements. The specifi c duties of each manager are also consistent with their roles.

Each agreement with the Executive Directors and other senior managers provides that the Company may terminate the agreement, at any time, without cause by giving 6 months’ notice to the manager (or payment in lieu thereof), including during the initial 3 year term. The Company may also summarily terminate the agreement for serious misconduct or breach by the manager without compensation.

The manager may terminate the agreement on expiry of the initial 3 year term by giving notice at least 6 months prior to the expiry of the initial term. After the initial term the manager can terminate at any time by giving at least 6 months’ notice. On resignation the manager will not be entitled to any further payment other than for services provided during the notice period and for outstanding entitlements.

Upon termination, the manager is subject to non-competition covenants, whereby the manager must not engage directly or indirectly through any person in an enterprise, company or fi rm, to carry on a substantially similar activity to that of the Company’s business without the Company’s consent. The manager is also subject to covenants prohibiting the solicitation of Company personnel. These covenants extend for the longer of 4 years after commencement or 12 months after termination.

9.6.3 LogiCamms employment arrangements

All personnel within the LogiCamms Group are engaged under common law contracts, although state awards provide some cover to the Group’s employees. Logitech’s employees are all subject to letters of engagement which incorporate Logitech’s general working conditions policy. Camms’ employees are engaged under standard employment contracts on either permanent, fi xed term or casual bases.

9.7 Lease Agreements

9.7.1 Introduction

The LogiCamms Group has entered into various leases of premises relevant to its operations. The following leases are considered material to the Group’s operations.

9.7.2 Lease of Portion of Level 1, 35 Outram Street, West Perth, Western Australia

Lease between Kusuma Pty Ltd, as lessor, and Logitech Consultants, as lessee, for Level 1, 35 Outram Street, West Perth.

The lease commenced on 1 April 2007 and has a term of 18 months.

Under the lease: the current annual rent is $24,453 per annum (plus GST); there is no option to renew; assignment of the lease requires the lessor’s consent; and any change in control of the lessee is deemed to be an assignment and therefore requires consent.

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9.7.3 Lease of Suite 4/5 Stoneham Road, Belmont, Western Australia

Lease between Gday Fella Pty Ltd, as lessor, and Logitech Consultants and Automation Partners Pty Ltd ( Electro 80 JV ), as lessees, for Suite 4/5 Stoneham Road, Belmont.

The lease commenced on 1 April 2007 and has a term of 3 years.

Under the lease: the current annual rent is $74,200 (plus GST); rent is payable one month in advance by equal successive payments of $6,183.34; there is an option to renew for a further term of 3 years commencing on 1 April 2010 with a rent review scheduled for the same date; any assignment of the lease requires lessor’s consent; and assignment is deemed to have occurred if there is a change of control in the lessee.

9.7.4 Lease of Portion of Levels 2 and 3, 35 Outram Street, West Perth, Western Australia

Leases between Kusuma Pty Ltd, as lessor, and Logitech Consultants as lessee, for portion of Levels 2 and 3, 35 Outram Street, West Perth.

The original lease was undated but stamped on 6 June 2001 and was varied by deeds of variation dated 1 October 2005 and 25 September 2006. The lease (as varied) is for a term of 3 years commencing on 1 October 2005.

Under the lease: the current total annual rent is $117,680 (plus GST); there is an option to renew for a further term of 3 years commencing on 1 October 2008; the lessee shall not assign the lease without prior written consent from the lessee; and any change in the principal shareholding altering the effective control of the lessee is deemed to be an assignment of the lease.

9.7.5 Lease of 346 Torrens Road, Croydon Park, South Australia

Lease between Commissioner for Charitable Funds (Commissioner), as lessor, and Camms Shared Services, as lessee, for the premises at 346 Torrens Road, Croydon Park, South Australia.

The lease commenced on 1 July 2005 and has a term of 10 years.

The original lease was entered into between Camms No1 Pty Ltd, as lessor, and Camms Shared Services, as lessee. The premises were sold to the Commissioner on or around 7 October 2005. It is understood that the Commissioner has assumed Camms No 1 Pty Ltd’s rights and obligations under the lease and that the lease dated 1 July 2005 remains on foot.

Under the lease: the current annual rent is $260,000 (plus GST) paid monthly in advance; there is provision for two further options to renew of 3 years each; any change of control in the lessee is deemed to be assignment of the lease; and assignment cannot occur without the written consent of the landlord.

9.7.6 Lease of 19A Darling Terrace, Whyalla, South Australia

Lease between Terance Ronald Munro, as lessor, and Camms Process Control, as lessee, for the premises at 19A Darling Terrace, Whyalla.

The lease commenced on 6 August 2007 and has a term of one year. The lease is scheduled to expire on 5 August 2008.

Under the lease: the current monthly rent is $6,578 (including GST); there are 5 rights of renewal of 1 year each; any change in benefi cial ownership of more than 50% of the issued capital of the lessee is deemed to be an assignment; and the lessee must not transfer, assign or mortgage the lease without the lessor’s prior written consent.

LogiCamms Limited

PROSPECTUS 2007

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19 . O SUMMARYFFER SUMMARYOF
MATERIAL CONTRACTS
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9.8 Loans, borrowings and securities

Group Companies have entered into various fi nance and credit card facilities with National Bank (NAB), Australia New Zealand Banking Corporation (ANZ), Esanda Finance Corporation Limited (Esanda) and GE Commercial Finance (GE) on standard terms and conditions for each fi nancier.

The Group has various loan facilities with NAB, including:

(a) bank guarantee facility for $100,000 in the name of Camms Process Control secured by fi xed and fl oating charges granted by Camms Process Control Pty Ltd, Camms Shared Services and Camms Group Holdings and a guarantee and indemnity provided by Camms Shared Services and Camms Group Holdings:
(b) business credit card facility for $80,000 in the name of Camms Shared Services;
(c) business options loan facility for $80,000 in the name of Camms Shared Services;
(d) market rate facility for $350,000 in the name of Camms Shared Services, secured by fi xed and fl oating charges granted by Camms Process Control, Camms Shared Services and Camms Group Holdings and a guarantee and indemnity provided by Camms Shared Services and Camms Group Holdings; and
(e) leasing facility for $100,000 in the name of Camms Shared Services (for asset purchases, as required), secured by a master asset fi nance agreement incorporating a fi xed charge over the equipment fi nanced and guarantee and indemnity granted by Camms Process Control and Camms Group Holdings Pty Ltd.

ANZ has provided a credit card facility to Camms Process Control secured by a bank guarantee given by NAB to ANZ and a bank guarantee facility due to expire in February 2008.

The Group has entered into various equipment fi nance agreements with GE. One of these arrangements is secured by a fi xed charge granted by Camms Shared Services Pty Ltd in respect of a motor vehicle.

Esanda has provided motor vehicle fi nance secured by two charges over Logitech Consultants registered in June 2007 to secure total liabilities of $155,000.

The Group has also provided bank guarantees to various entities for various contracts for a total current liability in the amount of $405,505.

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1. OFFER SUMMARY Additional 10 Information

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LogiCamms

10. Additional Information

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10.1 Registration and Company background

LogiCamms was registered in Western Australia on 8 October 2007 as a public company limited by shares.

LogiCamms has agreed to acquire all of the issued Shares in Camms Group Holdings and all of the Shares in Logitech Holdings (which holds all of the units in the Logitech Unit Trust). Details of these agreements are summarised in Section 9.3.

10.2 Rights Attaching to Shares

A summary of the rights attaching to ordinary Shares in LogiCamms is set out below. This summary is qualifi ed by the full terms of LogiCamms’ Constitution (a full copy of LogiCamms’ Constitution is available from LogiCamms on request, free of charge) and does not purport to be exhaustive or to constitute a defi nitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of LogiCamms’ Constitution with statutory and common law requirements. For a Shareholder to obtain a defi nitive assessment of the rights and liabilities which attach to Shares in any specifi c circumstances, the Shareholder should seek legal advice.

10.2.1 Voting

At a general meeting, on a show of hands every ordinary Shareholder present in person has one vote. At the taking of a poll, every ordinary Shareholder present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly paid Share has a fraction of a vote with respect to the Share. The fraction is equivalent to the proportion of the amount paid (not credited) bears to the total amount paid and payable (excluding credited amounts).

10.2.2 General Meetings

Each ordinary Shareholder is entitled to receive notice of, attend and vote at general meetings of LogiCamms and to receive all notices, fi nancial statements and other documents required to be sent to ordinary Shareholders under the Constitution of LogiCamms, the Corporations Act and the ASX Listing Rules.

10.2.3 Dividends

The Directors may pay to ordinary Shareholders any interim and fi nal dividends as, in the Directors’ judgement, the fi nancial position of LogiCamms justifi es. The Directors may fi x the amount, the record date for determining eligibility and the method of payment. All dividends must be paid to the ordinary Shareholders in proportion to the number and the amount paid on the Shares held.

10.2.4 Transfer of Shares

Generally, all Shares in LogiCamms are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the ASX Listing Rules and the ASTC Business Rules. The Directors may decline to register an instrument of transfer received where the transfer is not in registrable form or where refusal is permitted under the ASX Listing Rules or the ASTC Business Rules. If the Directors decline to register a transfer, LogiCamms must give reasons for the refusal. The Directors must decline to register a transfer when required by the Corporations Act, the ASX Listing Rules or the ASTC Business Rules.

10.2.5 Variation of Rights

LogiCamms may only modify or vary the rights attaching to any class of Shares with the prior approval by a special resolution of the holders of Shares in that class at a meeting of those holders, or with the written consent of the holders of at least three-quarters of the issued Shares of that class.

LogiCamms Limited

PROSPECTUS 2007

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10.2.6 Winding up

Subject to the rights of holders of Shares with special rights in a winding-up, if the Company is wound up, members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid up on their Shares when the winding up begins.

10.2.7 Directors

The minimum number of Directors is 3 and the maximum is 10. Currently, there are 5 Directors. Directors, excluding the Managing Director, must retire on a rotational basis so that one-third of Directors must retire at each annual general meeting. Any other Director, excluding the Managing Director, who has been in offi ce for 3 or more years must also retire. A retiring Director is eligible for re-election. The Directors may appoint a Director either in addition to existing Directors or to fi ll a casual vacancy, who then holds offi ce until the next annual general meeting.

Except as otherwise required by the Corporations Act, any other law, the ASX Listing Rules or the Constitution, the Directors have power to manage the business of the Company and may exercise every right, power or capacity of the Company to the exclusion of the members (except to sell or dispose of the main undertaking of the Company).

10.2.8 Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.

10.2.9 Issue of Further Shares

Subject to LogiCamms’ Constitution, the Corporations Act and the ASX Listing Rules, the Directors may issue, or grant options in respect of, Shares to such persons on such terms as they think fi t. In particular, the Directors may issue preference shares, including redeemable preference Shares, and may issue Shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on winding up.

10.2.10 Offi cers’ Indemnity

To the full extent permitted by the law and to the extent not covered by insurance, LogiCamms must indemnify each offi cer of LogiCamms against all losses and liabilities incurred by the person as an offi cer of LogiCamms, including costs and expenses incurred in defending proceedings in which judgement is given in favour of the person or in which the person is acquitted or in connection with relief granted to the person in an application under the Corporations Act in respect to such proceedings.

10.2.11 Alteration to the Constitution

LogiCamms’ Constitution can only be amended by a special resolution passed by at least 75% of ordinary shareholders present and voting at a general meeting. At least 28 days’ notice of the intention to propose the special resolution must be given.

10.3 Taxation

The following taxation summary provides a general overview of the Australian tax implications to Australian resident investors who acquire and hold the Shares under the Offer contained in this Prospectus. This summary is based on the tax laws of Australia as at the date of this Prospectus. The Australian tax laws are complex and the following is not intended to be a complete statement of the possible implications for investors.

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LogiCamms

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10.3.1 Investors Should Obtain Their Own Advice

The summary set out below is a summary only and does not take into account any individual’s personal circumstances. The individual circumstances of each investor may affect the taxation implications of the investment of that investor.

The individual circumstances of each investor may affect the taxation implications of the investment of that investor. It is the responsibility of each Applicant to be satisfi ed as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in LogiCamms should seek independent professional advice with respect to the tax consequences applicable to their individual circumstances before investing.

The following discussion assumes that an investor will hold the Shares on capital account. A different treatment may apply if an investor holds the Shares on revenue account, for example share traders.

To the maximum extent permitted by law, the Company, its offi cers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

10.3.2 Capital Gains Tax

Australian income tax laws contain a capital gains tax (CGT) regime. Shareholders who hold Shares on capital account will be subject to the CGT regime on disposal of those Shares. For CGT purposes, a Share is generally acquired on the date the Share is issued or allotted. The cost base used to work out any capital gain or loss on Shares is generally the amount a shareholder pays to acquire the Shares plus any incidental costs of acquisition and non-capital costs of ownership incurred. Gains on the disposal of Shares held on capital account will be subject to CGT. A capital gain will arise where the proceeds received exceed the cost base of the Shares. Conversely, a capital loss will be incurred where the proceeds received on disposal are less than the cost base of the Shares. Capital losses made in the same or prior years can typically be offset against any capital gains. Any remaining net capital gain is included in assessable income and taxed. Where a net capital loss is incurred it may be carried forward indefi nitely and offset against future capital gains subject to certain restrictions. Individuals, trusts and partnerships in certain circumstances may be entitled to a 50% discount on capital gains derived where they have held the Shares as a CGT asset for 12 months or more. Complying superannuation funds and life insurance companies holding the Shares as virtual pooled superannuation trust assets are entitled to a discount of 33.3% where they have held the Shares as a CGT asset for 12 months or more. Any discount would apply only after capital losses are fi rst applied against the capital gain. Companies holding shares are not entitled to the discount.

10.3.3 Taxation on Dividends

Dividends paid will be included in assessable income in the income year they are paid. Dividends may be franked or unfranked. Franked dividends have franking credits attached and refl ect the Australian corporate tax paid on the profi ts out of which the dividends are paid. The dividends and any franking credits attached should be included in assessable income. Shareholders will be entitled to a tax offset equal to the franking credits received, provided the recipient is a “qualifi ed person”. In general terms, to be a qualifi ed person two tests must be satisfi ed being the “holding period rule” and the “related payments rule”. These rules will, in broad terms, be satisfi ed where Shareholders have held the Shares at risk for at least 45 continuous days (excluding the dates of acquisition and disposal). Special rules apply to trusts which receive franked dividends. It is recommended that further advice be obtained if Shares are to be held by a trust. Corporate shareholders may also be entitled to a franking credit in their franking account equal to the franking credit attached to the dividend paid. Such credit can be attached to dividends paid by the corporate shareholder to its shareholders. Certain types of taxpayers, including individuals and superannuation funds, are entitled to a refund of any excess franking credits. Unfranked dividends will be included in assessable income.

LogiCamms Limited

PROSPECTUS 2007

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10. ADDITIONAL INFORMATION
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10.3.4 Stamp Duty

No stamp duty will be payable by successful Applicants or bidders on the issue of Shares to successful Applicants. In addition, under current law, no stamp duty would ordinarily be payable on any subsequent transfer of Shares.

10.3.5 GST

Under current law, Goods and Services Tax is not payable on the issue or transfer of Shares.

10.3.6 TFN and ABN

Applicants are not required to advise the Company of their TFN or, where relevant, ABN. However, if a TFN or ABN is advised to the Company and no exemption is applicable, tax is required to be deducted by the Company at the highest marginal rate (currently 45%) plus Medicare levy (currently 1.5%) from certain distributions.

No withholding requirement applies in respect of fully franked dividends paid by the Company in respect of the Shares.

10.4 Deeds of Access, Indemnity and Insurance

LogiCamms has entered into deeds of access, indemnity and insurance with each of the Directors.

The Company has undertaken, subject to the restrictions in the Corporations Act, to indemnify each Director and offi cer in certain circumstances and to maintain directors’ and offi cers’ insurance cover (if available) in favour of each Director whilst a Director and for 7 years after the Director or offi cer has ceased to be a Director.

The Company has undertaken with each Director to provide access to any Company records which are either prepared or provided to the Director during the period which he was a Director for a period of 7 years after the Director has ceased to be a Director.

10.5 Employee Priority Offer

The Company has made for the provision for Eligible Employees to participate in the Employee Priority Offer. Each Eligible Employee will be made an offer of 3,000 Shares for each full year of service with a LogiCamms Group Company.

A maximum of 1,500,000 Shares will be offered under the Employee Priority Offer.

The Group will provide Eligible Employees with a loan to acquire the Shares. The loan will be repaid by retentions from the employee’s periodic wage payments. Should an employee resign prior to the repayment of the loan then the loan will become immediately repayable and the Company may set off any entitlements owed to the employee against the balance of the loan. The loan will be interest free.

The terms of loan are set out in the Application Form for the Employee Priority Offer, which include the following terms:

repayment of the loan will be made by regular deductions from the Eligible Employee's salary over a 12 month period; and
during the period of the loan, the Shares will be subject to a holding lock and Eligible Employees will be prohibited from disposing of or otherwise dealing or purporting to deal with their Shares, except on termination of employment (in which event the outstanding balance on the loan is repayable in full).

A maximum amount of $1,500,000 will be provided to Eligible Employees by way of loans for the Application Monies for the Shares that may be applied for under Employee Priority Offer.

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10.6 Executives and Employees Share Option Plan

LogiCamms has established an Executives and Employees Share Option Plan (Option Plan). The Directors are empowered to operate the Option Plan in accordance with the Listing Rules and on the following terms and conditions:

Eligible Employees

The Directors may offer to issue Options to Eligible Employees in such manner and on such terms and conditions as they in their absolute discretion determine.

The Eligible Employees to participate in the Option Plan shall be as the Directors in their absolute discretion determine and shall take into account length of service with the Company and such other criteria as the Directors consider appropriate in the circumstances.

Administration of the Option Plan

The Option Plan shall be administered by the Directors who shall have power to:

determine the procedures from time to time for the administration of the Option Plan subject to the rules of the Option Plan;
subject to the Listing Rules, amend or modify the rules;
resolve conclusively all questions of fact or interpretation arising in connection with the interpretation or application of the rules; and
delegate to any one or more persons for such period and on such conditions as the Board may determine the exercise of any of the Board’s powers or discretions under the Option Plan.

The Directors, in their absolute discretion, shall determine criteria to establish the periods during which Options may be exercised. These criteria shall be as the Directors consider appropriate in the circumstances.

Application

If LogiCamms has offered an Eligible Employee Options, to accept the offer the Eligible Employee must complete the application or accept in such other form as the Directors may in their absolute discretion approve from time to time.

An application to be issued Options may be made by Eligible Employees invited to participate in the Option Plan in such form and on such terms and conditions as the Directors in their absolute discretion determine.

Options may not be offered under this Option Plan without the issue of a Prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

the number of Options to be issued;
the number of Shares which would be issued if all the current Options issued under any employment incentive scheme were exercised;
the number of Shares which have been issued as a result of the exercise of Options issued under any employee incentive scheme, where the Options were issued during the preceding 5 years; and
all other Shares issued pursuant to any employee incentive scheme during the preceding 5 years;

but disregarding any offer made, Options or Shares issued by way of or as a result of:

an offer to a person situated at the time of receipt of the offer outside Australia;
an offer that did not need disclosure to investors because of Section 708 of the Corporations Act;
an offer under a disclosure document; or
an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999, would exceed 5% of the then current number of Shares on issue.

LogiCamms Limited

PROSPECTUS 2007

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10. ADDITIONAL INFORMATION
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Exercise Price

Options will be granted free of charge to Eligible Employees.

The exercise price stated in an offer of the Options shall be not less than the average weighted sale price of the Shares on ASX during the fi ve trading days prior to the issue date of such Options, or such other period as determined by the Board.

Rights

Each Option entitles the holder to subscribe for and be issued with one Share.

Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.

Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Directors (without the necessity of obtaining prior or subsequent consent of Shareholders of LogiCamms in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Option Plan in any respect whatsoever.

Lapse of Options

Unless the Directors in their absolute discretion determine otherwise, Options shall lapse upon the earlier of:

the expiry of the exercise date;
the holder ceasing to be an Eligible Employee by reason of resignation, dismissal or termination of employment, offi ce or services for any reason; or
the expiry of one year after the holder ceases to be an Eligible Employee by reason of death, retirement, redundancy, total permanent disability rendering the holder incapable of performing his duties as determined by the Board, or any other reason which the Board believes is fair and reasonable to warrant the holder maintaining his right to exercise the Options.

Issue of Certifi cate or Holding Statement

If an Eligible Employee accepts an offer from LogiCamms to participate in the Option Plan then LogiCamms will evidence the issue of an Option to an Eligible Employee by issuing that Eligible Employee a certifi cate or holding statement for that Option.

No Inherent Rights or Entitlements in Options

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, LogiCamms will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

Options Not to be Quoted

The Options will not be quoted on ASX. However, application will be made to ASX for offi cial quotation of the Shares issued on the exercise of the Options if the Shares are listed on ASX at that time.

Effect Upon Reorganisation

If at any time the issued capital of LogiCamms is reorganised, all rights of Holders are to be changed in a manner consistent with the Listing Rules.

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Exercise of Options

An Option is exercisable by the holder lodging with LogiCamms an Option exercise form together with the exercise price of each Option to be exercised and the relevant Option certifi cate. If not all of the holder’s Options are being exercised, a holder must exercise Options in multiples of 500.

Neither participation in the Option Plan by the Company or a Related Body Corporate or any Eligible Employee or holder or anything contained in these terms and conditions shall in any way prejudice or affect the right of the Company or a Related Body Corporate to dismiss any Eligible Employee or holder or to vary the terms of employment of any Eligible Employee or holder.

At all times during which an Eligible Employee may subscribe for or purchase Shares upon exercise of an Option issued pursuant to the Option Plan, the Company shall provide, within a reasonable period of a request by an Eligible Employee, the current market price of the Shares and the offer price of the Shares.

Notwithstanding the terms and conditions, at any of the following times the Holder may exercise their Options:

during a Takeover Period (being the offer period as defi ned in section 624 of the Corporations Act);
at any time after a Change of Control Event (meaning where a person, or a group of associated persons, become entitled to suffi cient Shares to give that person or persons the ability, in general meeting, to replace all or a majority of the Board) has occurred;
at any time after the announcement of a proposed capital reconstruction;
in the Board's absolute discretion, following the occurrence and announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the offi cial list of ASX;
in the Board's absolute discretion, within 12 months, in the event of the death or Permanent Disablement of an Eligible Employee, in respect of Options held by that Eligible Employee or an Eligible Person in respect of that Eligible Employee; or
in the Board's absolute discretion, within 12 months, in the event of the cessation of an Eligible Employee's employment with a Group Company as a result of the Eligible Employee's position becoming redundant.

10.7 Initial Offers Under the Directors and Employees Option Plan

LogiCamms is proposing to make an initial offer of 1,575,000 Options to Executive Directors and various employees of the Group under the Option Plan described in Section 10.6.

The initial Options to be granted under the Option Plan have an exercise price of $1.20 each and expire three years and six months following the grant of the Options. A third of the Options will vest on each of the fi rst, second and third anniversaries of the date of grant of the Options.

Exercise of the Options is subject to the following criteria being met:

(a) on or after the fi rst anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.30 at the time of exercise;
(b) on or after the second anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.60 at the time of exercise; and
(c) on or after the third anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.90 at the time of exercise.

Details of the Options offered to Executive Directors under the Option Plan are set out in Section 10.11.1.

The grant of Options to Directors will be subject to the approval of the Existing Shareholders in general meeting, such approval to be obtained before the Company is admitted to the offi cial list of ASX.

LogiCamms Limited

PROSPECTUS 2007

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10. ADDITIONAL INFORMATION
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10.8 Employee Share Plan

LogiCamms has established an “exempt” Employee Share Plan pursuant to which offers may be made to LogiCamms Group employees to acquire up to 1,000 Shares. The Share Plan is a tax exempt scheme, pursuant to which offers for Shares may be made to eligible employees, as determined by the Board, which satisfy the exemption conditions under Division 13A of the Income Tax Assessment Act 1997 (Cth).

The Board has determined that each Eligible Employee will be offered, at no cost to the Eligible Employee, 1,000 Shares pursuant to this Prospectus. A maximum of 150,000 Shares will be issued under the Employee Share Plan pursuant to this Prospectus (refer Section 2.7).

A summary of the Share Plan rules is set out below:

Eligible Employees

Employees of the LogiCamms Group (which may include Executive Directors) and other persons determined by the Board are eligible to participate in the Share Plan at the discretion of the Board.

The Board may make invitations to eligible employees to participate in the Share Plan on terms and conditions determined by the Board.

Share acquisition or subscription

The rules of the Share Plan contemplate that either existing Shares or newly issued Shares may be offered under the Share Plan.

Shares held by participants

The Board may determine that Shares acquired under the Share Plan are to be held by a participant (rather than allocated to a trustee). Such a participant has a legal and benefi cial interest in the Shares allocated to him or her, except that any dealings with those Shares may be restricted as provided in the rules of the Share Plan.

Restrictions on Shares

A participant will be restricted from dealing in the Shares until the earlier of the end of three years after the date of allocation and the time when the participant ceases to be employed by LogiCamms.

LogiCamms may implement any procedure it considers appropriate to restrict a participant from dealing with Shares acquired under the Share Plan while those Shares are restricted Shares.

Price of Shares

The Board may determine the price at which Shares will be offered to an eligible employee under the Share Plan. If no Board determination is made, the Shares will be offered at market value. The Board has determined in respect of the initial offer of Shares under the plan pursuant to this Prospectus that Shares will be granted at no cost to Eligible Employees.

Financial Assistance

Financial assistance may be provided to participants for the purpose of acquiring the Shares. This may include offering eligible employees interest-free fi nance in order to purchase Shares, setting the acquisition price for Shares at a discount to current market price or providing additional benefi ts in the form of Shares for any participant on such terms as the Board determines (for example, providing Shares at no cost to the participant).

Amendments to the Share Plan Rules

Subject to the Listing Rules, the Board may amend, add to or waive the provisions of the Share Plan or any restriction or other condition relating to any Shares allocated under the Share Plan. However, except for changes made to comply with any relevant legislation, correct any manifest error, or take into consideration adverse tax implications, an amendment cannot be made which reduces a participant’s rights in respect of Shares without the consent of the participant.

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10.9 Grant of Options to Non Executive Directors

The Company proposes to grant 100,000 Options to each of its Non Executive Directors, David Humann and Peter Wall, on the following terms and conditions.

Each Option entitles the holder to subscribe for one Share on exercise of the Option. The exercise price of each Option is $1.20.
The Options must be exercised within 3 years and 6 months of their date of grant (Exercise Period).
A third of the Options will vest on each of the fi rst, second and third anniversaries of the date of grant of the Options. Exercise of the Options is subject to the following criteria being met:
(a) on or after the fi rst anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.30 at the time of exercise;
(b) on or after the second anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.60 at the time of exercise; and
(c) on or after the third anniversary of the date of grant, one third of the Options may be exercised provided the price of Shares traded on ASX is above $1.90 at the time of exercise.
On expiry of the Exercise Period an Option not exercised shall automatically lapse.
Options may only be exercised by notice in writing to the Company which is signed by the holder and delivered to the registered offi ce of the Company. The notice must specify the number of Options being exercised (which must be no less than multiples of 500) and must be accompanied by the exercise price for the number of Options specifi ed in the notice and the certifi cate or holding statement for those Options, for cancellation by the Company.
The notice only becomes effective when the Company has received the full amount of the exercise price for the number of Options specifi ed in the notice in cleared funds. Within 10 Business Days of the notice becoming effective, the Company must allot and issue the number of Shares specifi ed in the notice to the holder; cancel the certifi cate or holding statement for the Options being exercised; and, if applicable, issue a new certifi cate or holding statement for any remaining unexercised Options covered by the certifi cate or holding statement accompanying the notice.
All Shares allotted upon the exercise of Options will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in dividends declared by the Company after the date of allotment and all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the exercise of Options.
If existing Shares are offi cially quoted by ASX, the Company must apply for offi cial quotation by ASX of all Shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment. The Company will not apply to have the Options quoted on ASX.
Holders will only be permitted to participate in a pro rata issue to the holders of Shares on the prior exercise of Options. The Company must notify the holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.
In the event of a pro rata issue (except a Bonus Issue) to the holders of Shares, the Exercise Price of an Option may be reduced using the formula in Listing Rule 6.22.2.
If from time to time prior to the expiry of any Options the Company makes an issue of any class of shares to the holders of Shares on a pro rata basis by way of capitalisation of profi ts or reserves (other than an issue in lieu of dividends) (a Bonus Issue ) then upon exercise of an Option, each holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such exercise) the number of shares of the class which would have been issued to the holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the holder had been registered as the holder of the number of Shares of which the holder would have been registered as holder if immediately prior to that date the Option had been exercised and the Shares the subject of such exercise had been duly allotted and issued. The Bonus Shares must be paid up by the Company out of profi ts or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

LogiCamms Limited

PROSPECTUS 2007

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10. ADDITIONAL INFORMATION
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In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Options to which each holder is entitled or the Exercise Price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefi ts being conferred on holders of Options which are not conferred on Shareholders.
The Company must give notice to each holder of any adjustment to the number of Shares for which the holder is entitled to subscribe or to the exercise price of the Options.

10.10 Material Proceedings

As at the date of this Prospectus, there is no current, pending or threatened litigation which would not be covered by professional indemnity or general and commercial liability insurance, which has not already been provided for in the accounts of LogiCamms, or which is likely to have a material effect on the fi nancial performance of the Company.

10.11 Interests of Directors

10.11.1 Directors’ interest in Shares and Options

The Directors and their related entities have (or will have) the following interests in securities of the Company as at the date of this Prospectus and on completion of the Offer:

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Shares to be Shares to be Entitlement to
Existing Shares
issued under acquired under Options
Director held at date of
the Acquisition the Employee
Prospectus
Agreements Priority Offer
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David Humann
– – –
100,000
Chairman
Adam Keats
2 3,816,032 [1] 47,000 175,000
Managing Director
Wayne Kirby
1 4,625,000 [2] 44,000 175,000
Executive Director
Garry McGrechan
1 4,625,000 [3] 44,000 175,000
Executive Director
Peter Wall
1 – 19,000 100,000
Non Executive Director
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Notes:

1. To be issued to Adam Keats and Steven Wild as trustees for the A Keats Testamentary Trust (589,493 Shares) and to Adam Keats as trustee of the McKeat Family Trust (3,226,539 Shares) pursuant to the Acquisition Agreement referred to in Section 9.3.1.

2. To be issued to Wayne Kirby and Clare Kirby as trustees for the Kirby Family Trust pursuant to the Acquisition Agreement referred to in Section 9.3.2.

3. To be issued to Garry McGrechan and Faye McGrechan as trustees for the GR & FL McGrechan Family Trust pursuant to the Acquisition Agreement referred to in Section 9.3.2.

The Directors are not required to hold any Shares in the Company under the Constitution.

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10.11.2 Directors’ Participation in the Retail Offer

Directors may participate in the Retail Offer.

10.11.3 Remuneration of Directors

The Constitution provides that the Company may remunerate the Directors. The remuneration shall, subject to any resolution of a general meeting, be fi xed by the Directors.

The Constitution provides that non executive Directors may collectively be paid as remuneration for their services a fi xed sum not exceeding the aggregate maximum set by the Company in general meeting. The aggregate maximum is presenting set at $400,000. It is currently resolved that Mr David Humann as the Chairman of Directors will receive $60,000 per annum, payable to James Anne Holdings Pty Ltd as noted below. Mr Peter Wall, a non executive Director will receive $40,000 per annum. These amounts are inclusive of superannuation entitlements.

Details of the remuneration payable to the Executive Directors being, Messrs Adam Keats, Garry McGrechan and Wayne Kirby, are set out in Sections 9.6.1 and 9.6.2.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Mr David Humann is a director of and minority shareholder in James Anne Holdings Pty Ltd (JAH), a company which provides the services of Mr Humann to act as a Non Executive Director and Chairman of the Company. JAH receives a fee for providing the services of Mr Humann of an amount equivalent to the fee that would otherwise be payable to Mr Humann as a Director. The Directors (in the absence of Mr Humann) have determined the arrangement does not affect Mr Humann’s status as a non executive Director and does not give rise to any confl ict of interest between Mr Humann’s interests and those of Shareholders.

10.11.4 Other Interests of Directors

Except as disclosed in this Prospectus, no Director holds, or during the last two years has held, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

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LogiCamms Limited

PROSPECTUS 2007

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10. ADDITIONAL INFORMATION
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10.12 Voluntary Escrow Agreements

Each of the Existing Executive Shareholders who will receive Shares under an Acquisition Agreement and the Executive Directors will enter into voluntary escrow agreements pursuant to which 100% of the party’s Shares will be escrowed until 3 Business Days after the release of the Company’s fi nancial statements for the year ended 30 June 2008. The escrow agreements will enable LogiCamms to place a trading lock on the Shares of the relevant Existing Shareholders.

Details of the escrowed Shares are set out below.

These agreements will affect 17,321,038 Shares, being approximately 60.45% of LogiCamms’ issued Share capital following admission to the Offi cial List.

The voluntary escrow arrangements will not preclude an escrowed Shareholder from participating in a takeover where:

(a) a takeover bid is for all of the Shares;
(b) holders of at least half of the Shares that are not subject to restriction (including those Shares that are subject to the voluntary escrow arrangements) to which the takeover bid relates have accepted; and
(c) if the takeover bid is conditional, the Shareholder agrees in writing that a holding lock will be re-applied to each Share that is subject to the voluntary escrow arrangements that is not unconditionally bought by the bidder under the takeover bid.

Additionally, the Shareholder’s restricted securities may be transferred or cancelled in accordance with a merger by way of scheme of arrangement under the Corporations Act if the Shareholder agrees in writing that a holding lock will be re-applied if the merger does not take effect.

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Number of Shares to be % of total Shares on
Name of Shareholder
subject to voluntary escrow completion of the Offer
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A Keats and S Wild as trustee for the A Keats	589,494	2.05
Testamentary Trust A Keats as trustee for the McKeat Family Trust P Walker as trustee for the Yaapaz Family Trust S Ebert as trustee for the Ebert Family Trust GR & FL McGrechan as trustee for the GR & FL McGrechan Family Trust W & C Kirby as trustee for the Kirby Family Trust	3,226,540 2,127,501 2,127,501 4,625,001 4,625,001	11.26 7.42 7.42 16.14 16.14
Total	17,321,038	60.45

10.13 Existing Shareholder Loans

Camms Group Holdings and Logitech Consultants (as trustee of the Logitech Unit Trust) have declared dividends and distributions of income to their existing shareholders and unitholders respectively, the payment of which remains outstanding as at the date of this Prospectus.

The relevant shareholders and unitholders have lent these sums to the relevant entities as working capital loans. These sums will remain owing after the Company’s acquisition of the shares Camms Group Holdings and the units in the Logitech Unit Trust Camms Group Holdings.

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Details of the sums owed are as follows.

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Borrower Lender Sum
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Camms Group Holdings A Keats and S Wild as trustee for the A Keats Testamentary Trust	$39,110
Camms Group Holdings A Keats as trustee for the McKeat Family Trust	$214,067
Camms Group Holdings A Keats and S Wild as trustee for the S Keats testamentary trust	$39,110
Camms Group Holdings A Keats and S Wild as trustee for the M Keats testamentary trust	$39,110
Camms Group Holdings P Walker as trustee for the Yaapaz Family Trust	$141,151
Camms Group Holdings S Ebert as trustee for the Ebert Family Trust	$141,151
Logitech Unit Trust GR & FL McGrechan as trustee for the GR & FL McGrechan Family Trust	$1,944,433
Logitech Unit Trust W & C Kirby as trustee for the Kirby Family Trust	$1,927,452

The working capital loans are unsecured and interest-free provided they are repaid on or before 1 February 2008. The loans are repayable on demand in the event of the insolvency of the borrower.

The working capital loan agreements are otherwise on normal commercial terms.

10.14 Interests of Advisers

Except as disclosed in this Prospectus, no promoter or other person named in this Prospectus that has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus holds, or in the past two years has held, any interest in:

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to a promoter or any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Bell Potter Securities Limited has agreed to act as lead manager in relation to the Offer and Underwriter. The Company has agreed to pay fees of $550,000 (before GST) on completion of the Offer for these services.

BDO Kendalls Corporate Finance (WA) Pty Ltd has prepared the Investigating Accountant’s Report contained in this Prospectus and has undertaken fi nancial due diligence services in relation to the Offer. The Company has paid or will pay an amount of approximately $40,000 (before GST) for these services.

McKenzie Moncrieff Lawyers act as solicitors to the Company and in that capacity have been involved in providing legal advice to the Company in relation to the Offer and have undertaken legal due diligence enquiries in relation to the Offer. McKenzie Moncrieff Lawyers have also been engaged by the Company to provide legal services in relation to corporate matters, employment matters, the Employee Share Plan and the Employee Option Plan. The Company has paid or will pay approximately $100,000 (before GST) to McKenzie Moncrieff Lawyers for these services.

LogiCamms Limited

PROSPECTUS 2007

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110. A. OFFER DDITIONALSUMMARY INFORMATION
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10.15 Consents

Each of the parties referred to in this Section:

(a) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is based, other than specifi ed below;
(b) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus, other than the references to its name and the statement(s) and/or report(s) (if any) specifi ed below and included in this Prospectus with the consent of that party;
(c) has given and has not, before the date of this Prospectus, with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context which is named and to the inclusion in this Prospectus of the statement(s) and/or report(s) (if any) by that person in the form and context in which it appears in this Prospectus.

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Name Role Statement/Report
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BDO Kendalls Corporate Finance (WA) Pty Ltd Bell Potter Securities Limited KPMG McKenzie Moncrieff Lawyers	Investigating Accountant Underwriter and Manager to the Offer Auditors Lawyers	Investigating Accountant’s Report Nil Nil Nil
Computershare Investor Services Pty Ltd	Share Registry	Nil

10.16 Expenses of the Offer

It is estimated that approximately $1.2 million in cash will be payable by the Company in respect of any costs associated with the underwriting, legal, accounting, corporate advisory, experts’ fees, printing, ASIC and ASX fees and other costs arising from this Prospectus and the Offer.

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100
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LogiCamms

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10.17 Privacy Disclosure

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisors, and to ASX and regulatory authorities.

If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the securities held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s register is also used to facilitate distribution payments and corporate communications (including the Company’s fi nancial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered offi ce.

10.18 Prospectus Authorisation

This Prospectus is authorised by each of the Directors of LogiCamms who consent to its lodgement with ASIC and its issue.

Signed by a Director

Dated 6 November 2007

Adam Keats Managing Director for and on behalf of LogiCamms Limited

101

OFFER SUMMARY Glossary 11 of Terms

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LogiCamms

11. Glossary of Terms

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$A or A$ or $ Australian dollars.
ABN Australian Business Number
Applicant A person who applies for Shares in accordance with this Prospectus.
Application A valid application for Shares offered under this Prospectus.
Application Form An application form attached to this Prospectus.
Application Money Money received from an Applicant in respect of an Application.
The agreements referred to in Sections 9.3.1 and 9.3.2 pursuant to which the Company has
Acquisition Agreements
agreed to acquire all of the issued shares of Logitech Holdings and Camms.
ASIC Australian Securities and Investment Commission.
ASTC Settlement Rules The operating rules of ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).
ASX Limited (ACN 008 624 691), and where the context permits, the Australian Securities
ASX
Exchange operated by ASX Limited.
ASX Listing Rules The offi cial listing rules of ASX.
Basic EPS NPAT divided by the weighted average number of Shares on issue.
Board The Board of Directors of LogiCamms.
Broker Any ASX participating organisation.
Broker Firm Applicants Applicants under the Broker Firm Offer.
The offer of Shares under this Prospectus to Australian resident retail clients of brokers who
Broker Firm Offer
have received a fi rm allocation of Shares from their Broker, as described in Section 2.4.
Camms Camms Group Holdings and its Subsidiaries.
Camms Group Holdings Camms Group Holdings Pty Ltd (ACN 103 283 638)
Camms Process Control Camms Process Control Pty Ltd (ACN 008 190 207), a subsidiary of Camms Group Holdings.
Camms Shared Services Camms Shared Services Pty Ltd (ACN 101 159 184), a subsidiary of Camms Group Holdings.
CFO Chief fi nancial offi cer of the Company.
CHESS Clearing House Electronic Subregister System.
Closing Date Closing date of the Offer unless otherwise varied by the Company and the Underwriters.
Company LogiCamms Limited (ACN 127 897 689).
Company Secretary The company secretary of the Company.
Constitution The constitution of the Company.
Corporations Act Corporations Act 2001 (Cth).
Diluted EPS NPAT divided by weighted average total Shares and Options on issue.
Directors Directors of LogiCamms.
Directors’ Forecasts The fi nancial forecast prepared by the Directors for the 12 months ending 30 June 2008.
EBIT Earnings before interest and taxation.
EBITDA Earnings before interest, taxation, depreciation and amortisation.
A full-time or permanent part-time employee of a LogiCamms Group Company resident in
Eligible Employee
Australia as at the date of this Prospectus.
Employee Priority Offer The Offer to Eligible Employees described in Section 2.6.
Employee Share Plan The Company’s Employee Share Plan described in Section 10.8.
EPS NPAT per Share.
Executive Directors The Executive Directors of the Company, being Adam Keats, Wayne Kirby and Garry McGrechan
as at the date of this Prospectus.
Existing Shareholder Those persons or entities who are Shareholders of the Company of this Prospectus.
The period during which the Company cannot process applications as described in section
Exposure Period
727(3) of the Corporations Act.
F&B The food and beverage industries.
FY The fi nancial year to 30 June in any year. For example, FY2007 means the fi nancial year ended
30 June 2007.
LogiCamms LogiCamms Limited (ACN 127 897 689).
GDP Gross domestic product.
The sum of all interest bearing debts less cash at bank and liquid securities divided by
Gearing
shareholders’ equity.
The offer of Shares under this Prospectus to Australian resident retail investors, as described
General Public Offer
in Section 2.4.
Glossary of Terms This glossary of terms.
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LogiCamms Limited

PROSPECTUS 2007

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11. GLOSSARY OF TERMS
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GST Goods and services tax.
HIN Holder Identifi cation Number.
Historical Financial Information Actual fi nancial information for the twelve months ended 30 June 2007 and as reviewed
by the Investigating Accountant.
Holding Statements Holding statements for Shares under CHESS.
Interest Cover Earnings before interest and tax divided by net interest expense.
Institutional Investor An investor to whom offers or invitations in respect of securities can be made without the need
for a disclosure document including in Australia persons to whom offer or invitations in respect
of securities can be made without the need for a disclosure document under section 708 of the
Corporations Act.
Institutional Offer The offer to Institutional Investors under this Prospectus, as described in Section 2.
Issue The issue of 10,000,000 Shares pursuant to this Prospectus.
Listing The quotation of the Company’s Shares on the Offi cial List.
Listing Date The date on which Listing fi rst occurs.
LogiCamms LogiCamms Limited (ACN 127 897 689) and, where the context permits, the business of the
LogiCamms Group.
LogiCamms Group or Group LogiCamms, Logitech, Camms Group Holdings and their subsidiaries within the meaning
of the Corporation Act.
LogiCamms Group Company A company that is a member of the LogiCamms Group.
or Group Company
Logitech Logitech Holdings and Logitech Consultants (as trustee for the Logitech Unit Trust), trading
as Logitech.
Logitech Consultants Logitech Consultants Pty Ltd (ACN 059 540 831), the trustee of the Logitech Unit Trust.
Logitech Holdings Logitech Holdings Pty Ltd (ACN 127 715 761), a company that has agreed to acquire all
the units in the Logitech Unit Trust, as described in Section 9.3.2.
Logitech Unit Trust The Logitech Consultants Unit Trust constituted by deed dated 5 April 1993.
Managing Director The managing director of the Company, being Adam Keats.
NPAT Net profi t after tax.
Non Executive Directors The Non Executive Directors of the Company, being David Humann and Peter Wall as at
the date of this Prospectus.
Offer The offer of 10,000,000 Shares pursuant to this Prospectus.
Offer Period The period between the Opening Date and the Closing Date.
Offer Price $1.00 per Share.
Offi cial List The offi cial list of ASX.
OH&S Occupational health and safety.
Opening Date The commencement date of the Offer.
Option An option to subscribe for a Share.
Option Plan The Company’s Executives and Employees Share Option Plan described in Section 10.6.
Prospectus This Prospectus and any supplementary or replacement prospectus.
Retail Investors Investors under the Retail Offer.
Retail Offer Broker Firm Offer and General Public Offer.
SCH Securities Clearing House.
Share Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277).
Shareholder A holder of a Share.
Share A fully paid ordinary share in the capital of LogiCamms.
Statutory Financial Forecast The statutory fi nancial forecast for LogiCamms for the fi nancial year ending 30 June 2008.
Securities Dealing Policy The securities dealing policy adopted by the Company and summarised in Section 5.3.7.
TFN Tax File Number
Underwriter Bell Potter Securities Limited (ABN 25 006 390 772).
Underwriting Agreement Agreement dated 5 November 2007 between LogiCamms and the Underwriters, the provisions
of which are summarised in Section 9.2.
Underwritten Amount $10,000,000
Voluntary Escrow Arrangements An agreement entered into between LogiCamms and each of the parties specifi ed in
Section 10.12 making securities held by them subject to voluntary escrow.
WDST Western Daylight Saving Time.
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104
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LogiCamms

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LogiCamms

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Corporate Directory

LogiCamms Limited

Level 3 35 Outram Street West Perth Western Australia 6005 Phone: (08) 9365 8888 Fax: (08) 9481 5045 Email: [email protected] Web: www.logicamms.com.au

Bell Potter Securities

Lead Manager and Underwriter Level 37, Exchange Plaza 2 The Esplanade Perth Western Australia 6000

Phone: (08) 9326 7666 Fax: (08) 9326 7676 Email: [email protected] Web: www.bellpotter.com.au

BDO Kendalls Corporate Finance (WA) Pty Ltd

Investigating Accountant Level 8 256 St Georges Terrace Perth Western Australia 6000

KPMG

Auditor 152-158 St Georges Terrace Perth Western Australia 6000

McKenzie Moncrieff Lawyers

Solicitors to the Offer Level 5 37 St Georges Terrace Perth Western Australia 6000

Computershare Investor Services Pty Ltd

Share Registry Level 2, 45 St Georges Terrace Perth Western Australia 6000 Phone: (08) 9323 2000 Fax: (08) 9323 2033

LogiCamms

LOGICAMMS LIMITED 35 Outram Street West Perth Wa 6005 Tel 08 9365 8888 Fax 08 9481 5045 www.logicamms.com.au

AI assistant

VERBREC LIMITED — Capital/Financing Update 2007

65992_rns_2007-11-12_72af2fd7-dc03-48f4-aa83-96ae73df137a.pdf

LogiCamms

LogiCamms Limited Prospectus

LogiCamms

Important information

Important Notice

Electronic Prospectus

Applications

Exposure Period

Definitions and Glossary

Fully Underwritten Offer

Disclaimer

Privacy

Offer Restrictions

Summary for FY2008:

Table of Contents

CHAIRMAN’S LETTER

1. OFFER SUMMARY Offer 1 Summary

1. Offer Summary

1.1 Business overview

1.2 The Offer

1.3 Key Offer Statistics

1.4 Summary Financials

1.5 Use of Proceeds

1.6 Dividend Policy

1.7 Enquiries

1.8 Foreign Investors

2. Details of the Offer

2.1 Description of the Offer and Timing

2.2 Capital Structure

2.3 Structure of the Offer

2.4 Retail Offer

Who can apply under the Retail Offer?

Broker Firm Offer

General Public Offer

How do I Apply under the Retail Offer?

Broker Firm Offer

By mail to:

By hand to:

General Public Offer

By mail to:

2.5 Institutional Offer

2.6 Employee Priority Offer

2.7 Offer to Employees under Employee Share Plan

2.8 Allocation

Allocation Policy

Allocations under the Broker Firm Offer

Allocations under the General Public Offer

Allocations under the Institutional Offer

Allocation Priority

2.9 Underwriting Agreement

2.10 ASX Listing

2.11 Escrow Arrangements

2.12 Executives and Employees Share Option Plan

2.13 Allotment

2.14 CHESS and Issuer Sponsored Sub-register

2.15 Withdrawal

2.16 Enquiries in Relation to the Offer

1. OFFER SUMMARY The Business 3

3. The Business

3.1 Overview of LogiCamms

3.2 History

3.3 Operations

3.3.1 Services and Solutions

3.3.1.1 Electrical Engineering Services

Consulting

Systems Design

Implementation

Factory Acceptance Testing

Site Acceptance Testing and Commissioning

Customer Service and Support

3.3.1.2 System Solutions

3.3.2 Customer Sectors and Activities

3.3.3 Industrial Control Equipment

3.4 Growth Strategies and Opportunities

3.4.1 Expanding the Service and Solution Range

3.4.2 Expanding the Client Base

3.4.3 Focus on Strategy Execution

VERBREC LIMITED Capital/Financing Update 2007