BASPER LIMITED (TO BE RENAMED “DIRECTMONEY LIMITED”) ACN 004 661 205

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PROSPECTUS

For an offer of up to 75,000,000 Shares at an issue price of $0.20 per Share to raise up to $15,000,000 (before costs) ( Offer ).

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

Lead Manager and Underwriter

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INDICATIVE TIMETABLE*

Lodgement of Prospectus with ASIC Tuesday, 26 May 2015 Expected expiry of exposure period[1] Tuesday, 2 June 2015 Opening Date of Offer Wednesday, 3 June 2015 Closing Date of Offer 5.00pm (AEST) on Wednesday, 17 June 2015 Meeting to approve Acquisition Friday, 19 June 2015 Completion of Acquisition and issue of Vendor Consideration Shares Friday, 26 June 2015 Expected allotment of Shares Friday, 26 June 2015 Despatch of holding statements for the Offer Friday, 26 June 2015 Expected date for reinstatement to quotation on ASX Tuesday, 30 June 2015

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

1.	Important Notice	2
2.	Chairman’s Letter	5
3.	Investment Overview	7
4.	Details of the Offer	20
5.	Background on the Company, DirectMoney and the Marketplace Lending industry	24
6.	Risk Factors and Investor Considerations	41
7.	Board, Management and Corporate Governance	47
8.	Financial Information	52
9.	Investigating Accountant’s Report	65
10.	Taxation Report	66
11.	Material Contracts	67
12.	Additional Information	73
13.	Glossary	86

1 ASIC may extend the exposure period by a further 7 days. Applications may not be accepted during this exposure period.

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1 IMPORTANT NOTICE

1.1 About this Prospectus

This Prospectus is dated 26 May 2015 and was lodged with ASIC on that date. It is issued by Basper Limited ( Company ) and is an invitation to apply for up to 75,000,000 shares at an issue price of $0.20 per share to raise up to $15,000,000 (before costs).

ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

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

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

1.2 Incorporation by reference

Section 712 of the Corporations Act provides that instead of setting out information in a document that has been lodged with ASIC, a prospectus may simply refer to that document, in which circumstances the document is taken to be included in the prospectus.

The shareholder booklet for the annual general meeting of the Company’s shareholders issued by the Company on 20 May 2015 ( Shareholder Booklet ) sets out important information appropriate to your decision whether to invest in Shares. Information that may be relevant to Applicants as set out in the Shareholder Booklet includes, among other things, the Independent Expert’s Report dated 19 May 2015 issued by Hall Chadwick Australia which accompanies the Shareholder Booklet. This report provides information regarding the valuations undertaken on DirectMoney and the Company both before and after its proposed acquisition of DirectMoney. The Shareholder Booklet and Independent Expert’s Report are taken to be included in this Prospectus.

A copy of the Shareholder Booklet and Independent Expert’s Report may be obtained from the Company on request at no charge. To obtain a copy, please call the Company Secretary, Erlyn Dale on +61 8 9389 3100. An electronic version of the Shareholder Booklet and Independent Expert’s Report can also be downloaded from the Company’s announcement platform on the ASX.

1.3 Re-admission to Official Quotation

Within 7 days after the date of this Prospectus, the Company will apply to be re-admitted to quotation on the official list of ASX, including for the Shares to be issued pursuant to this Prospectus to be quoted on ASX.

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy ASX requirements for re-admission to Official Quotation following the change to the nature and scale of the Company’s activities that will occur following completion of the Acquisition.

The fact that the Shares may be quoted on ASX is not to be taken as an indication of the merits of the Company or the Shares. Neither ASX nor its officers take any responsibility for the contents of this Prospectus. If granted re-admission to ASX, quotation will commence as soon as practicable after holding statements are dispatched.

The Company does not intend to issue any Shares unless and until the Shares have been granted permission to be quoted on ASX on terms acceptable to the Company. If permission is not granted for the Shares to be quoted before the end of 3 months after the date of this Prospectus or such longer period permitted by the Corporations Act or with the consent of ASIC, all Application Monies received pursuant to the Prospectus will be refunded in full without interest to Applicants within the time prescribed by the Corporations Act.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

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1.4 Exposure Period

The Corporations Act prohibits the issue of Shares prior to the expiry of the exposure period, being 2 June 2015. This period is an exposure period to enable this Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the exposure period.

1.5 Website – Electronic Prospectus

A copy of this Prospectus can be downloaded from the Company’s website at www.directmoney.com.au from the date of lodgement of the Prospectus with ASIC. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing on to another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

1.6 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and its management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and Applicants are cautioned not to place undue reliance on these forward-looking statements.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Sections 3.8 and 6 of this Prospectus. Any forward looking statement contained in this prospectus is qualified by this cautionary statement.

1.7 Conditional Offer

The Offer is conditional on events described in Section 4.5.

In the event that those events do not occur, the Offer will not proceed and no Shares will be issued pursuant to this Prospectus. If this occurs, Applicants will be reimbursed their Application Monies (without interest).

1.8 How to apply

An Application for Shares under the Offer can only be made by completing and lodging the relevant Application Form attached at the back of this Prospectus. Detailed instructions on completing the Application Form can be found on the form.

Shares issued in respect of Applications received by the Company will be issued at $0.20 per Share. Applications for Shares under the Offer must be for a minimum of 10,000 Shares. The Directors reserve the right to allocate any lesser number of Shares than those for which the Applicant has applied. Where the number of Shares allotted is fewer than the number applied for, surplus Application Monies will be refunded without interest.

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The Directors will also endeavour to allocate Shares under the Offer to Applicants who are existing Shareholders as at the Issue Date, in priority to all other Applicants.

1.9 Application Forms

Application Forms and Application Monies for Shares under the Offer received after 5:00pm (AEST) on the Closing Date will not be accepted and will be returned to Applicants without interest.

Applications must be accompanied by payment in Australian currency.

Cheques in respect of Applications should be made payable to “DirectMoney Limited” and crossed “Not Negotiable”.

No stamp duty is payable by Applicants.

Completed Application Forms, together with Application Monies, should be forwarded to the following address:

POSTAL

HAND DELIVERED

DirectMoney Capital Raising DirectMoney Capital Raising Computershare Investor Services Computershare Investor Services GPO Box 52 452 Johnston Street MELBOURNE, VICTORIA, AUSTRALIA 3001 ABBOTSFORD, VICTORIA, AUSTRALIA 3001

1.10 When to apply

Completed Applications under the Offer must be received by 5:00pm (AEST) on the Closing Date. The Directors may close the Offer at any time after expiry of the exposure period without prior notice or extend the period of the Offer in accordance with the Corporations Act.

1.11 Privacy

By submitting an Application Form for Shares you are providing to the Company personal information about yourself. The Company collects, holds and will use that information to process your application, service your needs as a Shareholder and to facilitate the distribution of corporate communications to you as a Shareholder. If you do not provide complete and accurate personal information, your Application may not be able to be processed.

The Company may disclose your personal information, for purposes related to your investment, to its agents or service providers, the Share Registry, print service providers and mail houses. The Company may also disclose your personal information to persons inspecting the register, including bidders for Shares in the context of takeovers, and regulatory bodies, including the Australian Taxation Office.

You can access, correct and update the personal information about you that we hold, except in limited circumstances. If you wish to access, correct or update your personal information please contact the Share Registry at the contact details set out in this Prospectus.

1.12 Enquiries

Applicants with questions on how to complete the Application Forms or who require additional copies of the Prospectus should contact:

DirectMoney Capital Raising Computershare Investor Services GPO Box 52 MELBOURNE, VIC, AUSTRALIA 3001

T: +1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)

Additional copies of the Prospectus are also available from www.directmoney.com.au or www.asx.com.au.

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2 CHAIRMAN’S LETTER

26 May 2015

Dear Investor

The Board is excited to present you with this Prospectus and the opportunity to become a shareholder in the Company, which proposes to enter the rapidly growing Marketplace Lending industry with the proposed acquisition of DirectMoney.

DirectMoney is a pioneer in the Marketplace Lending industry. It provides a simple and fast online application process for unsecured personal loans targeted at high quality retail customers.

Since commencing operations in October 2014, DirectMoney has steadily grown its presence lending to over 350 borrowers, with a total loan book value of approximately $6 million.

Average loan size is between $10,000 and $20,000 with a 3 to 5 year term. Loans are targeted at prime retail borrowers (not ‘payday’ lending customers).

As a participant in the Marketplace Lending industry, DirectMoney will primarily act as an intermediary company between borrowers and lenders in relation to the Personal Loans. DirectMoney originates the Personal Loans, and then after a short ‘warehousing period’ (as explained in Section 5.2(g)), at the election of DirectMoney, the Personal Loans will then be on-sold to an in-house retail fund or investment company managed by DirectMoney or other third party institutions ( Loan Investors ).

After the warehousing period, and assuming sufficient Loan Investors are available for DirectMoney to on-sell the Personal Loans, the returns and credit risk on the Personal Loans are passed through to the Loan Investors. If sufficient Loan Investors are not available, the Personal Loans are kept in the warehouse until such time as Loan Investors are available.

The current loan book of approximately $6 million is currently held in the DirectMoney warehouse but will be on-sold to Loan Investors as funding becomes available from Loan Investors. The redemption profile of the Loan Investors is closely matched to the loan book. DirectMoney earns an origination fee from the borrowers and a fixed management fee for servicing the loans on behalf of the Loan Investors, based on the volume of loans under management. See Section 5 for further information.

DirectMoney holds an Australian Financial Services Licence and an Australian Credit Licence. It has invested approximately $2.5 million over the last few years to establish and refine the intellectual property, systems and licences for its Marketplace Lending platform.

The proposed acquisition of DirectMoney follows previous announcements by the Board that it would seek potential acquisitions with a compelling investment case to re-list and re-capitalise the Company.

The Company intends to raise between $10 million to $15 million (before costs) under this Prospectus to provide it with funds to achieve its business objectives as set out in Section 4.3 and satisfy the ASX requirements for re-quotation. The funds raised will also be used to meet the expenses of the Offer.

The Directors will endeavour to allocate Shares under the Offer to applicants who are existing Shareholders in priority to all other Applicants.

The acquisition of DirectMoney and issue of Shares under this Prospectus are conditional on (among other conditions) Shareholder approval at the Annual General Meeting of the Company to be held on 19 June 2015 ( Meeting ). See Section 4.5 for further details regarding the conditions that apply to the Offer and the Acquisition.

Applicants are cautioned that an investment in the Company is not without risk. Section 6 of this Prospectus outlines key risks associated with an investment in the Company.

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Some potential risks associated with an investment in the Company relate to the fact that DirectMoney’s business model is a relatively new operating model, and in particular, that the Company’s prospects may be adversely affected if it is unable to attract borrowers or sufficient funding from third party investors in order to be able to on-sell loans provided to borrowers by the Company, borrower credit risk and default, the reliance on key personnel with relevant industry experience, potential undisclosed liabilities associated with DirectMoney and the Company and the fact that the Offer and Acquisition are subject to various conditions, which if not satisfied (or waived), may prevent the Offer and Acquisition from proceeding as proposed.

The Board looks forward to welcoming you as a new Shareholder and thanks existing Shareholders for their continued interest and further investment in the Company.

Yours sincerely

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Winton Willesee Chairman

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3 INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for potential Applicants intending to apply for Shares offered pursuant to this Prospectus. It should be read in light of the other information in this Prospectus, particularly the risks that are summarised on the following pages.

This Prospectus should be read in its entirety before making any decision to apply for Shares.

3.1 Key Dates

Lodgement of Prospectus with ASIC	Tuesday, 26 May 2015
Expected expiry of exposure period*	Tuesday, 2 June 2015
Opening Date of the Offer	Wednesday, 3 June 2015
Closing Date of the Offer	5.00pm (AEST) on Wednesday, 17 June 2015
Meeting to approve Acquisition	Friday, 19 June 2015
Completion of Acquisition and issue of	Friday, 26 June 2015
Vendor Consideration Shares
Expected allotment of Shares	Friday, 26 June 2015
Despatch of holding statements for the	Friday, 26 June 2015
Offer
Expected date for reinstatement to	Tuesday, 30 June 2015
quotation on ASX

*ASIC may extend the exposure period by a further 7 days. Applications may not be accepted during the exposure period.

The above dates are indicative only and may vary, subject to the requirements of the Corporations Act.

The Company reserves the right to extend the Offer or close the Offer at any time after expiry of the exposure period.

3.2 Key Offer Statistics

Application Price	$0.20
Minimum proceeds from the Offer	$10,000,000
Minimum number of Shares available under the Offer	50,000,000
Maximum proceeds from the Offer	$15,000,000
Maximum number of Shares available under the Offer	75,000,000
Number of Shares to be issued as consideration for the
Acquisition	195,800,000
Number of Shares currently on issue	10,000,443
Number of Shares to be issued to the LAF Parties (see
Section 12.8(d))	3,809,932
Maximum total number of Shares on issue following the Acquisition and Offer*	284,610,375

*The number of Shares on issue following acquisition of DirectMoney and completion of the Offer assumes the Company achieves maximum subscription under the Offer.

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3.3 Offer Summary

QUESTION	ANSWER	MORE INFO
What is the Offer?	The Company will offer for subscription up to 75,000,000 Shares	Section 4.1
	at $0.20 per Share to raise up to $15,000,000 (before costs).
What is the	75,000,000 Shares to raise a maximum of $15,000,000 (before	Section 4.1
maximum	costs).
subscription?
What is the	50,000,000 Shares to raise a minimum of $10,000,000 (before	Section 4.2
minimum	costs).
subscription?	Bell Potter Securities has agreed to underwrite the Minimum
	Subscription in accordance with the terms of the Underwriting
	Agreement summarised in section 4.9.
	The Company reserves the right to determine whether or not the
	Offer will proceed, in the event that, for whatever reason, the
	minimum subscription is not raised. If, in such an event, the
	Company decides not to proceed with the Offer, Application
	Monies would be returned to Applicants (without interest) in
	accordance with the requirements of the Corporations Act.
Is the Offer	Yes. Bell Potter Securities will underwrite the Minimum	Section 4.9
underwritten?	Subscription under the Offer, that is, 50,000,000 Shares at an
	issue price of $0.20 per Share.
Who is the issuer	Basper Limited (ACN 004 661 205).	Section 4.1
of the Shares and
this Prospectus?
What is the	This Prospectus is to provide the Company with funds to achieve	Section 4.1
purpose of the	its business objectives as set out in Section 4.3 and also
Offer?	constitutes a re-compliance prospectus for the purposes of
	satisfying Chapters 1 and 2 of the Listing Rules and to satisfy the
	ASX requirements for re-quotation following a change to the
	nature and scale of the Company’s activities.
Expenditure	The Company is seeking to raise capital under the Offer to	Section 4.3
program – how	provide it with funds to achieve its business objectives and
the Company will	satisfy the ASX requirements for re-quotation. The funds raised
use the funds	will also be used to meet the expenses of the Offer. An
raised from the	expenditure program for the proposed use of funds by the
Offer	Company is set out in Section 4.3.
Will the Shares be	Yes.	Section 1.3
quoted on the
ASX?
What are the	The Offer and the Acquisition are conditional on the following	Section 4.5
conditions to the	conditions (among others):
Offer and the
Acquisition?	 Shareholder approval being obtained at the Meeting to
	(among other things) change the Company’s name to
	“DirectMoney Limited”, issue the Vendor Consideration
	Shares, approve the Offer and the issue of Shares under the

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	Offer and approve the acquisition of all the issued share
	capital in DirectMoney;
	 Completion of the Offer;
	 The Company obtaining conditional approval (subject only to
	the imposition of conditions usual to such approvals) from
	ASX for its ordinary shares to be reinstated to quotation on
	ASX;
	 The Company meeting the requirements in Chapters 1 and 2
	of the Listing Rules as if the Company was applying for
	admission to the official list of the ASX; and
	 The Company not having terminated the Share Sale
	Agreement as a result of a material adverse effect occurring
	with respect to the Marketplace Lending business operated
	by DirectMoney.
	If all the applicable conditions to the Acquisition and the Offer
	are not met (or waived by the relevant party), the Company will
	not proceed with the Acquisition and the Offer and will repay all
	Application Monies received (without interest) and in accordance
	with the requirements of the Corporations Act.
How can further	Please contact Computershare Investor Services on +1300 850	Section 1.12
information be	505 (within Australia) or +61 3 9415 4000 (outside Australia)
obtained?	referencing the “DirectMoney Capital Raising” if you have
	questions relating to the Offer. If you are uncertain as to
	whether an investment in the Company is suitable for you,
	please contact your stockbroker, financial adviser, accountant,
	lawyer or other professional adviser.
Who can	Persons who have a registered address in Australia can apply	Section 4.8
participate in the	under the Offer. This includes existing Shareholders of the
Offer?	Company who have a registered address in Australia.
How do I apply for	The procedures for making an investment in the Company are	Sections 1.9
Shares?	described in Sections 1.9 and 4.6.	and 4.6
Will the Company	The Company does not expect to pay any dividends until such	Section 5.5
pay dividends and	time as the Directors are of the opinion that the financial position
when can I expect	of the Company warrants it. The Directors do not and cannot
them?	give any assurances as to the extent, timing, level of franking or
	payment of any dividends in future periods.

3.4 About the Company and DirectMoney

Below is a summary of the Company and its operations on completion of the Acquisition and conclusion of the Offer.

Background on the	The Company was incorporated on 2 May 1966 and was listed	Section 5.1
Company	on ASX on 16 March 1989. It has historically operated as a
	design and manufacture business in the automotive industry.
	Following difficult trading conditions, the majority of the
	Company’s business was sold to a third party in June 2013. A
	property owned by the Company and certain residual assets
	were subsequently sold by early 2014. As a result of the sale of
	these assets, the Company’s shares were suspended from

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	trading in January 2014.
	The proceeds of sale were returned to Shareholders by way of a
	capital return in June 2014, and a subsequent dividend in
	October 2014.
	In October 2014, a new board of directors was appointed to the
	Company comprising Winton Willesee as Non-Executive
	Chairman and Campbell McComb, Andrew McKay and Robert
	Parton as Non-Executive directors.
	The new board has been aggressively exploring options to
	realise the value of the corporate shell. On 24 March 2015 the
	Company was pleased to announce its agreement with
	DirectMoney to enter into the Transaction and undertake the
	Offer.
Background on	DirectMoney is a pioneer in the Marketplace Lending industry.	Section 5.2
DirectMoney	DirectMoney provides a simple and fast online application
	process for unsecured personal loans targeted at high quality
	retail customers.
	Since commencing operations in October 2014, DirectMoney
	has steadily grown its presence lending to over 350 borrowers,
	with a total loan book value of approximately $6 million. The
	average loan size is between $10,000 and $20,000 with a 3 to 5
	year term and loans are targeted at prime retail borrowers (not
	‘payday’ lending customers).
	It holds an Australian Financial Services Licence and an
	Australian Credit Licence and has invested approximately $2.5
	million over the past seven years to develop intellectual
	property, systems and licences for its Marketplace Lending
	platform.
	The current shareholders of DirectMoney have been exploring
	options to raise new capital to further grow the business and
	realise a return for existing investors. On 24 March 2015 the
	Company announced its agreement with DirectMoney to enter
	into the Transaction and complete the Offer.
DirectMoney’s	DirectMoney currently derives revenue from its loan book of	Section 5.2
Strategic	approximately $6 million in Personal Loans which are held in the
Objectives and	Loan Warehouse. For such time as loans are held in the Loan
Business Model	Warehouse and not sold to Loan Investors, the returns and
	credit risk on the loans are to the account of DirectMoney.
	DirectMoney’s business model is to primarily act as an
	intermediary company between borrowers and lenders in
	relation to the Personal Loans. To this end, DirectMoney has
	recently launched an in-house fund called the ‘DirectMoney
	Personal Loan Fund’ (see Section 5.2(h)) for this purpose. As
	the DirectMoney Personal Loan Fund receives funding from
	investors, loans held in the Loan Warehouse will be sold to the
	DirectMoney Personal Loan Fund. At that point, the returns and
	credit risk of the loans will be passed through to the Loan
	Investors, being an in-house retail fund or investment company
	managed by DirectMoney, or other third party institutions.
	The DirectMoney Personal Loan Fund is a registered managed
	investment scheme. Investors’ money is pooled and invested

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	into Personal Loans acquired from DirectMoney.
	DirectMoney has also recently established a private wholesale
	investment company called ‘DirectMoney Marketplace Limited’.
	DirectMoney intends to seek a listing of DirectMoney
	Marketplace Limited on ASX in late 2015.
	After the warehousing period, and assuming sufficient Loan
	Investors are available for DirectMoney to on-sell the Personal
	Loans, the returns and credit risk on the Personal Loans are
	passed through to the Loan Investors. If sufficient Loan
	Investors are not available, the Personal Loans are kept in the
	warehouse until such time as Loan Investors are available.
	The current loan book of approximately $6 million is currently
	held in the DirectMoney warehouse but will be on-sold to Loan
	Investors as funding becomes available from the Loan
	Investors.
	The redemption profile of the Loan Investors is closely matched
	to the loan book. DirectMoney earns an origination fee from the
	borrowers and a fixed management fee for servicing the loans
	on behalf of the Loan Investors based on the amount of loans
	under management.
	In the longer term, DirectMoney may seek to expand its
	business to also cover home mortgages, small business loans
	and other finance products to borrowers.
	DirectMoney will always focus on operating in Marketplace
	Lending and so, subject to the Loan Warehouse, will primarily
	act as an intermediary in relation to these products. However, in
	the future it may also at times consider funding to DirectMoney
	Personal Loan Fund or DirectMoney Marketplace Limited in
	order to earn a higher rate of return.
Board &	Following the Completion Date, the Board will comprise Stephen	Section 7
Management Team	Porges as Executive Chairman, Campbell McComb as
	Executive Director and Craig Swanger as Non-Executive
	Director. The details of the expertise of Stephen, Campbell and
	Craig are set out in Section 7.1 and the details of the expertise
	of the Company’s management team, are set out in Section 7.2.
Further Capital	On completion of the Offer, the Board believes that the	Sections 4.3
Requirements	Company will have sufficient working capital to carry out its	and 5.4
	stated business objectives. However, generally speaking, there
	can be no assurance that such objectives can be met without
	further financing or, if further financing is necessary, that it can
	be obtained on favourable terms or at all if materially adverse
	trading conditions or other unexpected factors emerge.
Financial	Following the change in the nature of its activities, the Company	Sections 5.1
Information	will be focused on developing DirectMoney’s Marketplace	and 8
	Lending business. Therefore, the Company’s past operational
	and financial historical performance will not be of significant
	relevance to future activities, especially bearing in mind that the
	Company is not trading and has no material assets or liabilities.
	The Directors consider that it is not possible to accurately
	predict the future revenues or profitability DirectMoney’s
	business or whether any material revenues or profitability will

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		eventuate.
		As a result, the Company is not in a position to disclose any key
		financial ratios or financial information other than the following
		(as set out in Section 8):
		 historical consolidated Statement of Profit or Loss and Other
		Comprehensive Income for the six month period ended 31
		December 2014 (H1 FY2015) of DirectMoney;
		 historical consolidated Statement of Cash Flows for H1
		FY2015 of DirectMoney; and
		 pro forma historical consolidated Statement of Financial
		Position of the combined Company and DirectMoney group
		as at 31 December 2014.
Related	Party	Section 12.8 provides the details of any significant interests and	Section 12.8
Interests		benefits (including Share issues) payable to Directors, Proposed
		Directors and other persons connected with the Company or the
		Offer and any significant related party transactions (including
		with Directors or Proposed Directors).
3.5	Summary	of the Acquisition

About the	In exchange for the Company acquiring 100% of the issued	Section 5.3
Acquisition	shares in DirectMoney, the Company will issue Shares to the
	Vendors by way of consideration, in proportion to their
	shareholding in DirectMoney.
	For the purpose of calculating the consideration:
	 existing Shares will be valued at $0.20 per Share; and
	 the number of Shares to be issued to Vendors will be
	calculated on a valuation of DirectMoney of $39,160,000 on
	a fully diluted basis.
	Following completion of the Acquisition, Winton Willesee,
	Andrew McKay and Robert Parton, will resign as Directors and
	will be replaced by Stephen Porges and Craig Swanger.
	Campbell McComb will remain on the Board.
	A summary of the key terms of the Share Sale Agreement,
	including the conditions to be satisfied or waived before the
	Acquisition can be completed is set out in Section 11.1.
Effect of the	The effect of the Acquisition is that the nature and scale of the	Section 5.3
Acquisition on the	activities of the Company will change as the Company proposes
Company’s	to focus on development of the Marketplace Lending business
activities	of DirectMoney as outlined in this Prospectus upon completion
	of the Acquisition.
	The acquisition of DirectMoney is an event which requires the
	Company to re-comply with the requirements of Chapters 1 and
	2 of the Listing Rules, which includes, among other things,
	seeking Shareholder approval for the change to the nature and
	scale of the Company’s activities, issuing a prospectus and
	obtaining a sufficient number of Shareholders with the requisite
	number of Shares in accordance with those rules.

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The Meeting has been convened by the Company to seek Shareholder approval for (among other things), the change to the nature and scale of the Company’s activities following the Acquisition, the issue of Shares to the shareholders of DirectMoney in consideration for the Company acquiring all of the issued capital in DirectMoney, the change of the Company’s name to “DirectMoney Limited” and the issue of Shares under the Offer.

Following completion of the Acquisition and Offer and subject to the Company re-complying with the requirements of Chapters 1 and 2 of the Listing Rules to the satisfaction of ASX, the Company will be re-admitted to Official Quotation on ASX as “DirectMoney Limited” and it will commence operations in the Marketplace Lending industry.

The effect of the Acquisition and the Offer on the Company’s capital structure is set out in Sections 3.6 and 12.4.

3.6 Effect on the Company’s capital structure

The following table shows the anticipated capital structure of the Company on completion of the Acquisition and the Offer. As the precise number of Shares on issue will depend on the number of Shares issued under the Prospectus, the anticipated capital structure of the Company for both the “Minimum Raising” and “Maximum Raising” scenarios are set out in the table below:

	Minimum Raising1	Minimum Raising1	Maximum Raising2	Maximum Raising2
	No.	%	No.	%
Existing Shares in the Company	10,000,443	3.85	10,000,443	3.51
Maximum number of Shares to be issued to the Vendors for the Acquisition of DirectMoney by the Company3	195,800,000	75.42	195,800,000	68.80
Shares to be issued to the LAF Parties4	3,809,932	1.47	3,809,932	1.34
Shares to be issued under the Prospectus	50,000,000	19.26	75,000,000	26.35
Total number	259,610,3755	100	284,610,3755	100

“Minimum raising” assumes that the Company issues 50,000,000 Shares at $0.20 per share raising gross proceeds of $10,000,000 under the Prospectus.
“Maximum raising” assumes that the Company issues 75,000,000 Shares at $0.20 per share raising gross proceeds of $15,000,000 under the Prospectus.
The issue of Shares by the Company to the Vendors on the basis of existing Shares being valued at $0.20 per Share and the number of shares to be issued to DirectMoney being calculated on a fully diluted valuation of $39,160,000. The 195,800,000 Shares includes the Vendor Consideration Shares to be issued to Noteholders in consideration for their DirectMoney shares to be issued on conversion of their Notes on completion of the Acquisition.
See Section 12.8(d) of this Prospectus.
These totals do not include the Shares that would be issued upon the vesting of the Performance Rights described in Section 12.8(b)(vi) of this Prospectus.

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3.7 Key Investment Highlights

The key highlights relating to an investment in the Company include:

Investment in	Marketplace Lending is a new type of financial service that	Section 5.6(a)
rapidly growing	introduces borrowers and investors via an online platform. By
industry	operating more efficiently than the banks it aims to deliver lower
	rates for borrowers and higher returns for investors. Given the
	higher margins between current bank deposit rates of
	approximately 2% to 3% per annum and bank personal loan
	rates of around 14% per annum in Australia, DirectMoney
	believes that a significant opportunity exists to use disruptive
	technology to undercut such margins. DirectMoney believes
	that similar market conditions in the United States are driving
	significant growth in Marketplace Lending.
Experience of	Sections 7.1 and 7.2 set out the experience of the Proposed	Section 5.6(b)
Executive	Directors and key DirectMoney management personnel
Chairman and key	(including that of DirectMoney’s Executive Chairman, Stephen
management in	Porges) both in the financial services industry generally and in
industry	the Marketplace Lending industry in particular. The
	DirectMoney team has over 200 years of funds management,
	banking, credit, network marketing and IT experience. This
	combined industry experience with be key to DirectMoney
	achieving its strategic objectives.
Opportunity to	DirectMoney has established an innovative structure to assist	Section 5.6(c)
leverage off the	with its Marketplace Lending platform called a Loan
growth and key	Warehouse. DirectMoney maintains funding in the Loan
differentiation	Warehouse to enable it to write Personal Loans to suitably
strategy of	qualified borrowers as soon as their credit is approved. In
DirectMoney	contrast, under some other models used by competitors,
	investors bid on fractions of a loan amount, with loans only
	being provided once bidding on 100% of the loan amount is
	reached. This leads to delays in loan funding, which
	DirectMoney avoids through the use of the Loan Warehouse.
	DirectMoney believes it should experience faster growth earlier
	in its operations by using whole loan pooling and funding.
Relationship with	DirectMoney has recently launched an in-house fund called the	Section 5.6(d)
unique	‘DirectMoney Personal Loan Fund’. The purpose of the
DirectMoney	DirectMoney Personal Loan Fund is to provide investors with
Personal Loan	monthly income distributions and a rate of return higher than
Fund	the rate of return paid by banks on savings and deposit
	accounts. DirectMoney has entered into a Loan Sale and
	Servicing Deed with the Responsible Entity of the DirectMoney
	Personal Loan Fund under which it is entitled to on-sell
	personal loans written by DirectMoney to the DirectMoney
	Personal Loan Fund. DirectMoney earns an origination fee
	from the borrowers and a fixed management fee for servicing
	the loans on behalf of the Loan Investors on the volume of
	loans under management.
DirectMoney	The DirectMoney marketing team has extensive experience in	Section 5.6(e)
Software and	digital marketing gained from leading eCommerce companies,
Marketing Plans	banks and financial services companies. The marketing team
	will target borrowers aged over 21 years old with good
	employment and a sound credit history. It also intends to target
	multiple partnering opportunities with established branded

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	vendors of products suitable for funding with personal loans or
	introducing borrowers such as mortgage brokers, credit unions
	and, building societies. Partnering with established brands
	should lower customer acquisition costs, increase credit quality
	and enhance DirectMoney’s brand image and exposure.
High margin, high	The personal loan market in Australia enjoys high rates of	Section 5.6(g)
growth opportunity	interest compared with other countries and other loan products.
	The average rate charged by the five largest Australian banks
	on prime personal loans is around 14.0%. DirectMoney aims to
	under-cut this rate while at the same time paying a net return
	that will compare favourably with bank deposits.
Barriers to entry	Being a relatively new industry, Marketplace Lending is subject	Section 5.6(h)
	to regulation and licensing requirements which creates barriers
	for new entrants. DirectMoney has exerted much time, money
	and expertise in developing its platform and obtaining all of the
	required regulatory licences to operate as a marketplace lender
	in Australia.
Strong early	As identified in Section 5.2(a) above, since commencing	Section 5.6(i)
traction	lending in October 2014, DirectMoney has rapidly grown its
	presence and has now lent to over 350 borrowers, with a total
	loan book value of approximately $6 million.

3.8 Key Investment Risks

Prospective investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risks highlighted below, together with other risks, are more particularly described in Section 6. These risks may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative.

Risks associated with an investment in the Company

Failure of	Although DirectMoney believes its proposed operations and	Section 6.1(a)
DirectMoney’s	business model (see Section 5) will be successful, especially
business model	considering DirectMoney’s early successful operations to date,
	the experience of its key personnel in the Marketplace Lending
	industry and the key areas of differentiation between
	DirectMoney’s business model and that of its competitors, any
	number of factors could adversely affect DirectMoney’s
	proposed operations and business model and no assurance
	can be given that the Company will be successful in the
	Marketplace Lending industry.
Credit risk	As a lending business, DirectMoney is at risk of some or all of	Sections 5.2(i),
	its borrowers failing or becoming unable to repay their loans.	5.2(j) and 6.1(b)
	While loans are targeted at prime retail borrowers (not ‘payday’
	lending customers), the loans are unsecured and so are subject
	to the capacity of the individual borrower to repay the loan.
	As identified in Sections 5.2(d), 5.2(g) and 5.2(h), DirectMoney
	manages its credit risk in a number of ways, including through
	thorough borrower screening and credit checking processes, its
	Loan Warehouse and transfer of loans to Loan Investors
	(including the DirectMoney Personal Loan Fund and
	DirectMoney Marketplace Limited who assume exposure to the
	loan after expiry of the warehouse period). See Sections 5.2(i)
	and 5.2(j) for further information regarding DirectMoney’s

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	business structure and defaults in its Personal Loans.
Inability to recover	If a Personal Loan is in default, the cost of recovery of the debt	Section 6.1(c)
default loans	under that loan is generally greater than the amount recovered
	and, as such, will at times require Personal Loans to be written
	off as bad debts. This risk is potentially higher in the personal
	loan industry, particularly given the size of the loans and that
	they are unsecured. High levels of bad debt could limit
	DirectMoney’s profitability and adversely affect its performance
	in the future. As referred to above, DirectMoney seeks to
	manage its credit risk in a number of ways, including through
	thorough borrower screening and credit checking processes.
Fraudulent	There is a general ongoing risk that borrowers may deliberately	Sections 5.2(j)
borrowers	fabricate evidence to support their loan applications and that	and 6.1(d)
	they have no intention of paying off their loan. As a cash
	business, fraud could also be committed by employees
	internally. Although DirectMoney has procedures in place to
	detect fraudulent applications and activities, the risk of fraud
	cannot be discounted. As noted in Section 5.2(j), DirectMoney
	has been the subject of a borrower fraud attack before and has
	since implemented procedures to significantly tighten its credit
	policy and restructure its credit team.
Personal Loans are	DirectMoney’s Personal Loans are generally issued on an	Section 6.1(e)
unsecured	unsecured basis. DirectMoney’s financial position could
	adversely change if a significant percentage of its loan book is
	not repaid and recovery procedures prove inadequate to recoup
	funds.
Ability to attract	DirectMoney’s on-going viability is strongly linked to its ability to	Section 6.1(f)
borrowers	attract suitable borrowers and increase the volume of loans
	managed by DirectMoney. DirectMoney seeks to manage this
	issue (and will continue to do so) through appropriate marketing
	to potential borrowers through various channels.
Ability to source	DirectMoney’s on-going viability is strongly linked to its ability to	Section 6.1(g)
third party funding	source sufficient third party funding to enable it to have funds to
	lend to potential borrowers. DirectMoney seeks to manage this
	risk by sourcing third party lending from various sources,
	including from funds it manages such as DirectMoney Personal
	Loan Fund. Arrangements with third party lenders such as the
	DirectMoney Personal Loan Fund, however may be subject to
	certain termination rights. Importantly, there is no assurance
	that DirectMoney will be able to source sufficient funding from
	third party funding sources over time.
Concentration risk	DirectMoney only invests in unsecured personal loans with a	Section 6.1(h)
	minimum amount of $5,000 and a maximum amount of
	$35,000. This is a specific and discrete type of asset and
	therefore DirectMoney may be exposed to any market
	conditions which impact that specific type of asset.
Reliance on key	The responsibility of overseeing the day-to-day operations and	Section 6.1(i)
personnel	the strategic management of DirectMoney depends
	substantially on senior management and its key personnel.
	There can be no assurance given that there will be no
	detrimental impact on DirectMoney if one or more of these

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	employees cease their employment or if one or more of the
	Proposed Directors leaves the Board.
Operational	Certain aspects of DirectMoney’s lending systems are manual	Section 6.1(j)
constraints	and can be labour-intensive, such as that borrower employment
	verification requires manual phone calls by customer service
	representatives and responsible lending regulations also
	require telephone time with borrowers. These requirements
	could potentially slow down the efficiency of the business,
	particularly as the volume of loans increases. In the meantime,
	these issues are well understood and incorporated into
	budgeting and staffing plans. DirectMoney has invested
	approximately $2.5 million over the last few years to establish
	and refine its intellectual property, systems and licences.
Potential	There may be liabilities that the Company fails or is unable to	Section 6.1(k)
undisclosed	discover in due diligence, both in relation to itself and in relation
liabilities	to DirectMoney, prior to the consummation of the Acquisition.
	The discovery of any material liabilities could have a material
	adverse effect on the Company’s business, financial condition
	and future prospects.
Conditions of the	The Offer and issue of Vendor Consideration Shares are	Section 6.1(l)
Offer and issue of	subject to the conditions in Section 4.5, which must be satisfied
Vendor	(or waived) prior to issue of Shares pursuant to the Offer and
Consideration	completion of the Agreement by issue of the Vendor
Shares	Consideration Shares. If the conditions are not satisfied (or
	waived), the Offer and completion of the Agreement and
	Acquisition may not proceed.
Reinstatement to	The Company’s Shares are currently suspended from trading	Section 6.1(m)
ASX’s official list	on ASX. In the event that all Acquisition Resolutions are
	approved at the Meeting, it is anticipated that the Company’s
	Shares will remain suspended until completion of the
	Agreement, Capital Raising and re-compliance by the Company
	with Chapters 1 and 2 of the ASX Listing Rules and compliance
	with any further conditions ASX imposes on such
	reinstatement. There is a risk that the Company will not be able
	to satisfy one or more of those requirements and that its Shares
	may consequently remain suspended from quotation.
Contractual risk	DirectMoney’s operations are underpinned by various material	Section 6.1(n)
	agreements (as summarised in Section 11) and its success is
	to a large extent reliant on the various counterparties fulfilling
	their respective obligations under those agreements. To the
	extent that this does not occur, DirectMoney may be adversely
	affected.
Information	There are risks associated with reliance on information	Section 6.1(o)
technology risk	technology, including technology failure interrupting the
	availability of services, data or information loss, or data or
	information theft. The DirectMoney website, through which
	borrowers apply for loans, may be the subject of malicious or
	criminal attacks, such as hacking or denial of service attacks.
	Such activity could impact on DirectMoney’s business and
	ability to source loans and third party investors.

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Documentation risk	DirectMoney is a party to a number of legal documents,	Section 6.1(p)
	including loan documents with borrowers and management and
	loan sale and security documents with Loan Investors. If there
	is any deficiency in such documents, it could adversely affect
	DirectMoney and its rights and liabilities under such
	arrangements.
Industry-specific risks
Competition	DirectMoney competes directly with banks for personal loan	Section 6.2(a)
	customers. Banks (particularly Australia’s so called “big 4
	banks”) are well established mainstays in this lending segment
	and have substantially more capital at their disposal to attract
	borrowers. Additionally, DirectMoney and other entrants in the
	Marketplace Lending industry generally remain viable by
	undercutting the relatively high interest rates offered by these
	banks. DirectMoney’s profitability could be affected if the banks
	respond to this competitive pressure by reducing their personal
	loan interest rates.
Regulation	The Company may be exposed to the risk of changes to	Section 6.2(b)
	applicable laws or underlying policy or their interpretation that
	have an impact on the Company, its investments or returns to
	Shareholders or the risk of non-compliance with reporting or
	other legal obligations. In particular, the Marketplace Lending
	industry is relatively new in Australia and regulators could
	review the regulatory regime which applies to it. There is
	therefore a risk that new regulations or regulators could be
	introduced to this industry, and they may impose unforeseen
	compliance burdens resulting in delays and extra cost for the
	Company, which could adversely affect its operations and
	prospects.
Licensing risk	If the Australian Financial Services Licence or Australian Credit	Section 6.2(c)
	Licence of DirectMoney is suspended or revoked, then this
	could adversely impact the operations of the Company. It may
	also affect its ability to manage the DirectMoney Personal Loan
	Fund and DirectMoney Marketplace Limited from which it
	intends to derive revenue.
Compliance with	DirectMoney is required to comply with certain responsible	Section 6.2(d)
regulated loans	lending obligations, and other obligations, including under the
	NCCP. DirectMoney may be affected if it fails to comply with its
	obligations under these regulations.
Defaults	If the Australian economy enters into a recession there is a risk	Section 6.2(e)
	that the Company’s loan book may suffer higher levels of
	defaults than anticipated when loans were written.
General investment risks
Market risk	Investment returns are influenced by market factors. These	Section 6.3(a)
	factors include the change in the economic (e.g. changes in
	interest rates), legislative and political environment, as well as
	changes in investor sentiment. In addition, exogenous shocks,
	natural disasters and acts of terrorism can (and sometimes do)
	add to equity market volatility as well as impact directly on

P a g e | 18

	individual entities. As a result, no guarantee can be given in
	respect of the future earnings of the Company or the earnings
	and capital appreciation of the Company’s investments.
Interest rate risk	Changes in the interest rates within Australia may impact	Section 6.3(b)
	directly or indirectly on DirectMoney. For the period any Loans
	are held in the Loan Warehouse, falling interest rates may
	reduce the return DirectMoney earns on new Personal Loans
	which are subject to lower interest rates. Increased competition
	in the personal unsecured loan market generally may also see
	the rate of interest charged to borrowers reduce, and this may
	reduce the income of DirectMoney.
Industry risk	There are a number of industry risk factors that may affect the	Section 6.3(c)
	future operation or performance of the Company. These
	factors are outside the control of the Company. Such factors
	include increased competition, regulatory and compliance costs
	and variations in legislation and government policies generally.
Liquidity risk	The Company is a listed entity, therefore the ability to sell	Section 6.3(d)
	Shares is a function of the turnover of the Company’s Shares at
	the time of sale. Turnover itself is a function of the size of the
	Company and also the cumulative investment intentions of all
	current and possible investors in the Company at any one point
	in time.
Operational costs	Operational costs for the Company as a proportion of total	Section 6.3(e)
	assets may be affected by the level of total assets of the
	Company and by the level of acceptance of the Offer.
	Operational costs may represent a greater proportion of total
	assets and could reduce the operating results of the Company
	and accordingly the ability to make dividend payments if the
	Company only achieves the minimum subscription under the
	Offer than if it secures a greater level of acceptance.
Further funding	The Directors believe that, on completion of the Offer, the	Section 6.3(h)
requirements	Company will have sufficient working capital to carry out its
	stated business objectives. However, generally speaking, there
	can be no assurance that such objectives can be met without
	further financing or, if further financing is necessary, that it can
	be obtained on favourable terms or at all, if materially adverse
	trading conditions or other external unexpected emerge. If
	additional funds are raised by issuing equity securities, this may
	result in dilution of some or all of the Shareholders.

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4 DETAILS OF THE OFFER

4.1 The Offer

Pursuant to this Prospectus, the Company invites applications for up to 75,000,000 Shares at an issue price of $0.20 per Share to raise up to $15,000,000 (before costs).

This Prospectus is a re-compliance prospectus for the purpose of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy the ASX requirements for re-quotation following a change to the nature and scale of the Company’s activities as a result of the Acquisition.

Following the completion of the Acquisition and Offer and subject to the Company re-complying with the requirements of Chapters 1 and 2 of the Listing Rules to the satisfaction of ASX, the Company will be re-admitted to Official Quotation on ASX as “DirectMoney Limited” and it will commence operations in the Marketplace Lending industry.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue (subject to ASX imposed escrow which will apply to certain Vendors).

The Shares carry no guarantee in respect of return of capital, return on investments, payment of dividend or the future value of the Shares.

Refer to Section 12.2 for a summary of the terms of Shares.

The Directors will endeavour to allocate Shares under the Offer to Applicants who are existing Shareholders in priority to all other Applicants.

4.2 Minimum subscription

The minimum subscription in respect of the Offer is 50,000,000 Shares to raise $10,000,000 (before costs).

Bell Potter Securities has agreed to underwrite the minimum subscription in accordance with the terms of the Underwriting Agreement summarised in section 4.9.

The Company reserves the right to determine whether or not the Offer will proceed, in the event that, for whatever reason, the minimum subscription is not raised. If, in such an event, it decides not to proceed with the Offer, Application Monies will be returned to Applicants (without interest) in accordance with the requirements of the Corporations Act.

4.3 Use of Funds and Expenditure Program

The Company is seeking to raise capital under the Offer to provide it with funds to achieve DirectMoney’s business objectives (as set out below) and satisfy the ASX requirements for requotation. The funds raised will also be used to meet the expenses of the Offer.

The Company aims to complete the following business objectives with the proceeds of the Offer:

(a) fund and maintain a Loan Warehouse to be used to facilitate fast settlement of loans and to confirm the viability of the loans for on-sale to Loan Investors using the “warehousing period” referred to in Section 5.2(g). See Section 5.2 for a detailed description of DirectMoney’s operations and business model, including a description of the Loan Warehouse;
(b) fund working capital expenses; and
(c) meet the costs of the Offer.

Below is a summary of the proposed use of funds raised under the Offer. Applicants should note that the anticipated expenditure program may vary from the actual expenditure incurred by the Company.

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Sources of funds	Based on the Minimum	Based on the Maximum
	Subscription being	Subscription being
	raised	raised
Total Offer proceeds	$10,000,000	$15,000,000
Use of funds
	Based on the Minimum	Based on the Maximum
	Subscription being raised	Subscription being raised
Loan Warehouse (see Section 5.2(g))	$7,500,000	$12,500,000
Future working capital and costs of the Offer	$2,500,000	$2,500,000
Total	$10,000,000	$15,000,000

In the opinion of the Directors, on completion of the Offer the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.

4.4 Capital Structure

The capital structure of the Company both before and following completion of the Offer and issue of Shares to the Vendors as consideration for the Acquisition is as set out in Section 3.6.

4.5 Conditions to the Acquisition and the Offer

The Acquisition and the Offer are conditional on the following remaining conditions being satisfied (or waived):

(a) Shareholders approving the following resolutions by the requisite majorities (and subject to any voting exclusions) at the Meeting:
(i) a special resolution for the purposes of changing the Company’s name to “DirectMoney Limited”;
(ii) a resolution to approve the issue of the Vendor Consideration Shares in accordance with ASX Listing Rule 7.1;
(iii) a resolution to approve the Offer (including the issue of Shares under the Offer) in accordance with ASX Listing Rule 7.1; and
(iv) a resolution approving the acquisition of all the issued share capital of DirectMoney by the Company under the Acquisition for the purposes of ASX Listing Rule 11.1.
(b) No Government Agency making any final, non-appealable order, decree or ruling or taking any other action which would restrain or prohibit any aspect of the Acquisition or the Offer taking effect or only permit the taking effect of the Acquisition or the Offer upon the variation, modification or amendment of any aspect of the Acquisition or the Offer or any aspect of their implementation;
(c) DirectMoney obtaining all necessary consents (on terms and conditions in all respects reasonably satisfactory to the Company) from relevant third parties to the sale of the DirectMoney shares from the Vendors to the Company;

P a g e | 21

(d) All other consents from ASIC and the ASX necessary or relevant for the Acquisition and the Offer to take place without breaching any law or agreement are granted and received either:
(i) without conditions or requirements; or
(ii) with conditions and requirements that are acceptable to the Company, and, to the extent that they affect the Company, to the Vendors;
(e) Completion of the Offer;
(f) The Company obtaining conditional approval (subject only to the imposition of conditions usual to such approvals) from ASX for its ordinary shares to be reinstated to quotation on ASX;
(g) The Company meeting the requirements in Chapters 1 and 2 of the Listing Rules as if the Company was applying for admission to the official list of the ASX; and
(h) The Company not having terminated the Share Sale Agreement as a result of a material adverse effect occurring with respect to the Marketplace Lending business operated by DirectMoney.

If any of these conditions are not met (or waived by the relevant party), the Company will not proceed with the Acquisition and the Offer and will repay all Application Monies received (without interest) and in accordance with the requirements of the Corporations Act.

4.6 Applications

Applications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “DirectMoney Limited” and crossed “Not Negotiable”, must be mailed or delivered to the following address:

POSTAL	HAND DELIVERED
DirectMoney Capital Raising	DirectMoney Capital Raising
Computershare Investor Services	Computershare Investor Services
GPO Box 52	452 Johnston Street
MELBOURNE, VIC, AUSTRALIA 3001	ABBOTSFORD, VICTORIA, AUSTRALIA 3001

No brokerage or stamp duty is payable by Applicants.

A binding contract to issues Shares will only be formed at the time Shares are allotted to Applicants.

The Board reserves the right to close the Offer at any time after the expiry of the exposure period without prior notice or extend the period of the Offer in accordance with the Corporations Act.

4.7 Issue

Subject to the minimum subscription to the Offer being reached, the satisfaction or waiver of the conditions for completion of the Acquisition referred to in Section 11.1 and ASX granting conditional approval for the quotation of Shares offered by this Prospectus, the issue of Shares under the offer will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application Monies will be held by the Company on trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

P a g e | 22

The Board will determine the recipients of the issued Shares under the Offer in their sole discretion. The Directors reserve the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

The Directors will endeavour to allocate Shares under the Offer to Applicants who are existing Shareholders as at the Issue Date, in priority to all other Applicants.

4.8 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. 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 of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

4.9 Underwriting

Bell Potter Securities and the Company have entered into an Underwriting Agreement pursuant to which Bell Potter Securities will underwrite the Minimum Subscription under the Offer (that is, up to 50,000,000 Shares to raise $10 million (before costs)).

The Underwriting Agreement is summarised in Section 11.2.

4.10 Lead Manager to the Offer

Bell Potter Securities is acting as Lead Manager to the Offer pursuant to a mandate entered into with the Company as summarised in Section 11.3.

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5 BACKGROUND ON THE COMPANY, DIRECTMONEY AND THE MARKETPLACE LENDING INDUSTRY

5.1 Background on the Company

The Company was incorporated on 2 May 1966 and was listed on ASX on 16 March 1989. Historically it operated as a design and manufacture business in the automotive industry.

Following difficult trading conditions, the majority of the Company’s business was sold to a third party in June 2013. A property owned by the Company and certain residual assets were subsequently sold by early 2014. As a result of the sale of these assets, the Company’s shares were suspended from trading on 6 January 2014.

The proceeds of sale were returned to shareholders by way of a capital return in June 2014, and a subsequent dividend in October 2014.

In October 2014, a new board of directors was appointed to the Company comprising Winton Willesee as Non-Executive Chairman and Campbell McComb, Andrew McKay and Robert Parton as Non-Executive directors.

The new board has been aggressively exploring options to realise the value of the corporate shell. On 24 March 2015 the Company was pleased to announce its agreement with DirectMoney to enter into the Transaction and undertake the Offer.

As at the date of this Prospectus, the Company has no material assets or liabilities.

Please refer to the Company’s relevant ASX announcements, including the Company’s annual report lodged on ASX on 12 March 2015 and to the Company’s 31 December 2014 half-yearly report lodged on ASX on 10 April 2015, for further information.

On 24 March 2015 the Company announced its agreement with DirectMoney to enter into the Acquisition and complete the Offer.

5.2 Background on DirectMoney, its Operations and Business Model

(a) Overview

DirectMoney is a pioneer in the Marketplace Lending industry.

Since commencing lending in October 2014, DirectMoney has rapidly grown its presence and has now lent to over 350 borrowers, with a total loan book value of approximately $6 million.

The loans are unsecured loans to personal borrowers who are resident in Australia ( Personal Loans ).

The minimum loan amount is $5,000 and the maximum loan amount is $35,000 (excluding any loan application fee that may be payable). The average loan amount is between $10,000 and $20,000. The loan terms are 3 or 5 years.

The loans are targeted at prime retail borrowers. DirectMoney does not target sub-prime or ‘payday’ borrowers.

As a participant in the Marketplace Lending industry, DirectMoney will primarily act as an intermediary company between borrowers and lenders in relation to the Personal Loans.

DirectMoney originates the Personal Loans. After a short ‘warehousing period’ (as explained in Section 5.2(g)), at the election of DirectMoney, the Personal Loans will then be on-sold to an in-house retail fund or investment company managed by DirectMoney or other third party institutions ( Loan Investors ).

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DirectMoney has recently launched an in-house fund called the ‘DirectMoney Personal Loan Fund’ for this purpose. The DirectMoney Personal Loan Fund is a registered managed investment scheme. Investors’ money is pooled and invested into Personal Loans acquired from DirectMoney.

DirectMoney has also recently established a private wholesale investment company called ‘DirectMoney Marketplace Limited’. DirectMoney intends to seek a listing of DirectMoney Marketplace Limited on ASX in late 2015.

The current loan book of approximately $6 million is currently held in the DirectMoney warehouse but will be on-sold to Loan Investors as funding becomes available from the Loan Investors.

The redemption profile of the Loan Investors is closely matched to the loan book. DirectMoney earns an origination fee from the borrowers and a fixed management fee for servicing the loans on behalf of the Loan Investors based on the volume of loans under management.

DirectMoney holds an Australian Financial Services Licence and an Australian Credit Licence.

The diagram below demonstrates how DirectMoney will operate its business following the completion of the Acquisition and Capital Raising and subsequent re-admission to the official list of ASX:

==> picture [461 x 272] intentionally omitted <==

In the longer term, DirectMoney may seek to expand its business to also cover home mortgages, small business loans and other finance products to borrowers.

DirectMoney will always focus on operating in Marketplace Lending and so, subject to the Loan Warehouse, will primarily act as an intermediary in relation to these products. However, in the future it may also at times consider funding to DirectMoney Personal Loan Fund or DirectMoney Marketplace Limited in order to earn a higher rate of return.

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(b) Background on the Marketplace Lending industry

Marketplace Lending is a new financial services model operated by intermediary companies (such as DirectMoney) which originate consumer loans funded by Loan Investors.

The intermediary company does not borrow to lend and instead acts as a fund manager earning an origination fee from borrowers and a fixed management fee for servicing the loans on behalf of the Loan Investors. Credit risk is assumed by the Loan Investors and the redemption profile of the Loan Investors is closely matched to the loan book. Loan Investors generally earn higher rates of return compared to bank deposits because of the low capital requirements and cost-efficient technology used by intermediary companies.

Marketplace Lending is an improved version of peer-to-peer lending, which is an older industry model with several disadvantages, including the risk of being substantially exposed as an investor to a single loan and the effort required for investors to match their funds with individual borrowers. The in-house retail funds to be managed by DirectMoney are structured such that money is pooled and invested in a portfolio of Personal Loans written by DirectMoney, so an individual investor is not exposed to a single loan, as is normally the case with traditional peer-to-peer lenders.

The Australian Bureau of Statistics reports that around $4 billion in personal loans are approved each month in Australia.

The personal loan market is highly profitable for Australian banks. Australian banks are among the world’s most profitable banks with personal loans on average representing 3% of assets and 16% of profits.

DirectMoney believes that a significant opportunity exists to use disruptive technology to undercut the higher margins between current bank deposit rates of 2% to 3% and bank personal loan rates of around 14% per annum in Australia.

Similar market conditions in the United States are driving significant growth in Marketplace Lending and peer-to-peer lending.

Marketplace Lending is disrupting banking by using internet and cloud technology to directly connect borrowers with investors and provide better value for all parties.

DirectMoney understands that there is currently only one Australian peer-to-peer lender and two European-based lenders competing with banks in Australia. DirectMoney does not compete in pay day lending, which is a separate small market.

(c) Regulation

The main day-to-day regulation of the marketplace lending industry and DirectMoney’s business is governed by the National Consumer Credit Protection Act 2009 (Cth), including the National Credit Code and National Consumer Protection Regulations ( NCCP ).

DirectMoney holds an Australian Credit Licence which authorises it to engage in credit activity for the purposes of the NCCP.

The NCCP imposes a number of responsible lending conduct requirements, including ensuring that DirectMoney does not provide credit products or services that are unsuitable for borrowers, either because they do not meet the borrower’s requirements or because the borrower does not have capacity to meet the repayments.

It also provides borrowers with an opportunity to ask for a variation to a loan where the consumer is suffering hardship, and contains an external dispute resolution scheme to resolve any disputes between lenders and borrowers.

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DirectMoney also holds an Australian Financial Services Licence ( AFSL ). The AFSL authorises DirectMoney to carry on a financial services business to provide general financial product advice (including deposits, interests in managed investment schemes and securities), deal in financial products and provide custodial or depository services to retail and wholesale clients.

Like other marketplace lenders, DirectMoney is not required to be authorised under the Banking Act 1959 (Cth) and is not supervised by the Australian Prudential Regulation Authority (APRA).

In addition, the other key regulation relevant to DirectMoney’s business is:

The Privacy Act 1988 (Cth) and associated privacy principles with respect to the collection and use of personal information.
The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), which imposes obligations to identify, mitigate and manage money laundering and terrorism financing risk.
The Australian Consumer Law which sets out consumer rights and guarantees.
The Australian Securities and Investments Commission Debt Collection Guidelines which outlines the rights and obligations of creditors, collectors and debtors with respect to debt collection, and is designed to ensure that debt collection activity is undertaken in a way that is consistent with consumer protection laws.

(d) Personal Loans

DirectMoney writes unsecured Personal Loans.

The Personal Loans are written through DirectMoney’s online lending platform or approved credit processes.

DirectMoney has already invested significant capital to establish and refine its intellectual property, systems and licences for its online lending platform.

DirectMoney can provide online same working day approval and settlement for approved borrowers.

All Personal Loans have a fixed monthly repayment consisting of principal and interest amounts, such that by the end of a loan’s term it must be fully repaid. A loan may be repaid early by the borrower without penalty.

DirectMoney lends relatively small amounts to a large number of borrowers who satisfy DirectMoney’s minimum credit score requirements.

The minimum and maximum loan amounts and other loan terms may be changed by DirectMoney at its discretion and notice of any change will be provided at www.directmoney.com.au.

Personal Loans will be principally written through DirectMoney’s online lending platform, however, it is possible that in the future DirectMoney may also consider purchasing Personal Loans from other lenders where the loans meet DirectMoney’s yield and credit quality requirements.

(e) Credit assessment procedures

A potential borrower must satisfy DirectMoney’s credit policy’s requirements.

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The credit risk assessment process is governed by a detailed Credit Policy and Credit Manual which contains procedures to assess the creditworthiness of loan applicants, approve and decline loans and set interest rates. A credit committee meets monthly to assess performance and amend the Credit Policy and Credit Manual as appropriate.

Amongst other things, a potential borrower must demonstrate a good credit record, a history of stable employment and sufficient disposable income to meet loan commitments before they are approved for a loan.

The credit assessment process includes:

Applicant identity verification consistent with current anti-money laundering and counter terrorism funding laws.
Employment status and employment history verification – this includes speaking to the applicant’s employer and checking the ABN and other details of the employer.
Bank account transaction review.
Compliance with responsible lending regulations.
Anti-fraud checks.
Assessment of an applicant’s overall capacity to repay their loan.

DirectMoney uses a scoring methodology to assess the creditworthiness of individual borrowers during the assessment of their application for a loan and the interest rate offered to each borrower reflects their score. DirectMoney will only lend to borrowers who meet a minimum credit score requirement.

DirectMoney also takes active steps to reduce exposure to fraud, including the use of third party provider’s fraud checking services and making payments only to the nominated and approved cheque account held by the applicant.

(f) Marketing

The DirectMoney marketing team has extensive experience in digital marketing gained from leading eCommerce companies, banks and financial services companies.

The marketing team will target borrowers aged over 21 years old with good employment and a sound credit history. DirectMoney targets borrowers seeking loans for credit card consolidation, home improvement, pools, travel, weddings, medical, education, solar panels and other expenses.

The marketing team will conduct a multi-channel strategy with multiple test and refine campaign experiments. A data driven approach will be taken where campaign experiments are monitored, evaluated, improved, and expanded where successful. Channels to be used include search engine optimisation, paid search engine advertising, direct email, social media and affiliates. DirectMoney also expects to list its Personal Loan product on comparison ratings sites.

DirectMoney also intends to target multiple partnering opportunities with established branded vendors of products suitable for funding with personal loans or introducing borrowers such as mortgage brokers, credit unions, building societies, health providers and insurers, general insurers, car dealers, credit bureaus, travel vendors, schools and wedding venues. Partnering with established brands will lower customer acquisition costs, increase credit quality and enhance DirectMoney’s brand image and exposure.

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DirectMoney marketing will be guided by a trial and measurement approach and media spending will be committed after trial campaigns have met ROI targets. A comprehensive database is being integrated into the DirectMoney website infrastructure to track inbound calls, correspondence, online ad impressions, rollovers, click-throughs, conversions, customer acquisition cost and customer lifetime value. This detailed measurement approach will enable continuous fine tuning of marketing campaigns.

(g) Loan Warehouse

DirectMoney has established an innovative structure to assist with its Marketplace Lending platform called a Loan Warehouse .

In the same way that supermarkets keep a stock of goods available to meet demand at various times and in varying amounts, DirectMoney maintains funding in a Loan Warehouse to enable it to immediately write Personal Loans to suitably qualified borrowers as soon as their credit is approved.

DirectMoney intends to fund its Loan Warehouse with equity in keeping with its policy of zero leverage on its lending platform.[2]

A significant proportion of the proceeds of the Capital Raising are to be used for the purposes of funding the Loan Warehouse as referred to in Section 4.3. The increased size of the Loan Warehouse following the Capital Raising is expected to give DirectMoney the ability to significantly increase the number of loans written to borrowers.

After each loan is written, it will be held in the Loan Warehouse for a minimum ‘warehousing period’ until the borrower has paid their first repayment under the loan (which is 30 days from the date of settlement of the loan). This is to determine that the borrower is bona fide and not a fraudulent applicant. Based on operational experience, DirectMoney considers that the likelihood of a borrower being fraudulent is significantly reduced if the first repayment is received.

After the warehousing period, at the election of DirectMoney, loans will then be on-sold to an in-house retail fund or investment company managed by DirectMoney or other third party institutions ( Loan Investor ). See Section 5.2(h) for further information.

The current loan book of approximately $6 million is currently held in the DirectMoney warehouse but will be on-sold to Loan Investors as funding becomes available from the Loan Investors. For such time as the loans are held in the Loan Warehouse and not sold to the Loan Investors, the returns and credit risk on the loans are to the account of DirectMoney only.

2 DirectMoney does not currently have any debt on its balance sheet at the date of this Prospectus other than a secured loan from an existing DirectMoney shareholder, Greig Holdings Pty Limited ACN 105 872 302 ( Greig Holdings ) of $2 million ( Secured Loan ). Under a Deed of Confirmation and Security dated 15 May 2015, DirectMoney and Greig Holdings have agreed that the Secured Loan will be repaid by DirectMoney in full on 15 June 2015. On repayment of the loan, the security in respect of the Secured Loan (which is security over $2 million of Personal Loans held by DirectMoney) will be released. DirectMoney intends to repay the Secured Loan with the proceeds of funds anticipated to be received from the sale of Personal Loans to the DirectMoney Personal Loan Fund, DirectMoney Marketplace Limited and other third party institutions if necessary prior to 15 June 2015. The effect of this transaction is that the Loan Warehouse and DirectMoney and its subsidiaries will not have any debt on their balance sheet as at the Re-admission Date. Please see Section 11.4 below for further details.

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(h) Loan Investors

Under the Marketplace Lending model to be operated by DirectMoney, after the short ‘warehousing period’ referred to in Section 1.5(e) above. DirectMoney intends to on-sell any Personal Loans it originates to an in-house retail fund or investment company managed by DirectMoney or other third party institutions (Loan Investors).

Details of the Loan Investors to whom DirectMoney intends to sell Personal Loans are set out below.

The decision on which Loan Investor to sell loans to, and the value of loans to be sold, is at the discretion of DirectMoney in all cases, and will be determined by DirectMoney according to which Loan Investor has the capacity to purchase the Personal Loans at the relevant time and any other relevant considerations.

DirectMoney will sell Personal Loans to these entities, and in the case of in-house Loan Investors which it has established such as the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited described below, it has entered into arrangements to manage these entities and the Personal Loans they acquire in exchange for certain fees and charges payable to DirectMoney and its subsidiaries, as described below.

DirectMoney Personal Loan Fund

DirectMoney has recently launched an in-house fund to investors called the ‘DirectMoney Personal Loan Fund’.

The DirectMoney Personal Loan Fund is a registered managed investment scheme (ARSN 602 325 628).

Investors’ money is pooled and invested into Personal Loans acquired from DirectMoney. As at the date of this Prospectus there are funds of approximately $125,000 invested in the DirectMoney Personal Loan Fund. DirectMoney expects that more substantial investments for the DirectMoney Personal Loan Fund will be received from investors shortly.

DirectMoney has entered into a Loan Sale and Servicing Deed with the DirectMoney Personal Loan Fund under which it is entitled to on-sell Personal Loans written by DirectMoney to the DirectMoney Personal Loan Fund ( Loan Investments ).

DirectMoney will earn an origination fee from the borrower under each loan and a fixed management fee for servicing the loans on behalf of the DirectMoney Personal Loan Fund based on the total volume of loans under management (see below and Section 11.6 for further information).

The purpose of the DirectMoney Personal Loan Fund is to provide investors with monthly income distributions and a rate of return higher than the rate of return paid by banks on savings and deposit accounts.

The DirectMoney Personal Loan Fund will not borrow. The only funds used by the DirectMoney Personal Loan Fund to acquire Personal Loans from DirectMoney will be from funds invested by investors.

Structure of the DirectMoney Personal Loan Fund

The DirectMoney Personal Loan Fund has an independent responsible entity, One Managed Investment Funds Limited (AFSL 297042) ( Responsible Entity ). One Managed Investment Funds Limited, is a subsidiary of the One Investment Group ( OIG ), which is an independent Australian funds management business. OIG’s licensed entities are currently appointed to over 100 trustee roles. The total value of assets for which OIG licensed entities act as trustee is in excess of $6 billion.

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A wholly-owned subsidiary of DirectMoney, DirectMoney Investment Management Pty Ltd ( Investment Manager ) has been appointed by the Responsible Entity as the investment manager of DirectMoney Personal Loan Fund pursuant to an Investment Management Agreement, and is responsible for the day-to-day management of the DirectMoney Personal Loan Fund’s investments.

Another wholly-owned subsidiary of DirectMoney, DirectMoney Loans Servicing Pty Ltd ( Servicer ), is responsible for monitoring and servicing Loan Investments, ensuring that borrowers make repayments on time and following up on late payments from borrowers. Finally, another wholly-owned subsidiary of DirectMoney, DirectMoney Credit Management Pty Ltd ( Credit Manager ), is responsible for holding, operating and maintaining the Loan Investment Account (see below).

When the DirectMoney Personal Loan Fund acquires a Loan Investment it will pay DirectMoney no more than the principal amount remaining on the loan as at the sale date plus the interest accrued on the loan since the last monthly repayment date.

The DirectMoney Personal Loan Fund is then entitled to receive all of the principal repayments and a portion of the monthly interest repayments made by borrowers on loans made by DirectMoney.

The proposed flow of loan sales from DirectMoney to the DirectMoney Personal Loan Fund is as follows:

==> picture [293 x 287] intentionally omitted <==

Diagram showing proposed flow of loan sales from DirectMoney to the DirectMoney Personal Loan Fund.

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The proposed flow of loan payments from borrowers to the DirectMoney Personal Loan Fund is as shown below:

==> picture [393 x 227] intentionally omitted <==

The portion of the monthly interest payments that the DirectMoney Personal Loan Fund is entitled to is referred to as the Assigned Interest Portion . The portion of the monthly interest repayment that the DirectMoney Personal Loan Fund is not entitled to receive is referred to as the Retained Interest Portion . The Retained Interest Portion is paid to the Credit Manager.

The Credit Manager holds the Retained Interest Portion in a bank account referred to as the Loan Investment Account . If any Loan Investment held by the DirectMoney Personal Loan Fund has gone into default and the borrower has not brought their payments up to date in the timeframe allowed in the Loan Sale and Servicing Deed ( Delinquent Loan Investments ), the Investment Manager will procure that those Delinquent Loan Investments are sold to a third party. Alternatively, the Investment Manager may decide it is commercially preferable to sell tranches of Delinquent Loan Investments at a spot price in the market place for the best available price.

The Credit Manager will then pay the DirectMoney Personal Loan Fund the difference between the sale price and the principal amount remaining on the Delinquent Loan Investments from the Loan Investment Reserve Account, provided there are sufficient funds available in the account.

If there are insufficient funds available in the Loan Investment Reserve Account, then the DirectMoney Personal Loan Fund will only receive the funds which are available in the Loan Investment Reserve Account, together with the sale proceeds of the Delinquent Loan Investment to the third party buyer. If this occurs, this would reduce the value of the DirectMoney Personal Loan Fund, however, neither the Credit Manager nor DirectMoney have any obligation to compensate the DirectMoney Personal Loan Fund for any shortfall.

Retained Interest Portion

The Investment Manager anticipates it will take some time to build up the Retained Interest Portion held in the Loan Investment Reserve Account. Therefore, DirectMoney will lend up to $200,000 to the Credit Manager to provide an immediate reserve of funds in the Loan Investment Reserve Account ( Seller Loan ). No interest is charged on the Seller Loan.

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The Responsible Entity holds a security interest over the Loan Investment Reserve Account which means the funds in the Loan Investment Reserve Account cannot be disposed of or otherwise dealt with by the Credit Manager without the Responsible Entity’s consent. Provided the Responsible Entity consents, the only payments other than those made to the DirectMoney Personal Loan Fund, that are able to be made out of the Loan Investment Reserve Account are for taxes, bank fees, other charges and repayment of the Seller Loan.

DirectMoney, the Credit Manager and the Responsible Entity have agreed that the Seller Loan is subordinate to the interests of the Responsible Entity in the funds held in the Loan Reserve Account. This means that the Seller Loan will not be repaid without the Responsible Entity’s consent.

The amount of the Retained Interest Portion is calculated by the Investment Manager from time to time, based on the expected loan losses on the Loan Investments held by the DirectMoney Personal Loan Fund. This is referred to as the Loan Investment Loss Rate .

The Assigned Interest Portion will be the remaining portion of the monthly interest payments made by borrowers after the Retained Interest Portion is calculated and deducted.

The Loan Sale and Servicing Deed gives DirectMoney the authority to vary the amount of the Retained Interest Portion from time to time and this amount will vary in line with actual and expected Loan Investment Loss Rates as calculated by the Investment Manager. If the DirectMoney Personal Loan Fund experiences a higher level of defaults on loans which underpin Loan Investments than the Investment Manager expects, then the amount of the Retained Interest Portion is likely to increase. On the other hand, if the DirectMoney Personal Loan Fund experiences a lower than expected level of defaults on loans which underpin Loan Investments, then the amount of the Retained Interest Portion is likely to decrease.

Fees and costs payable in relation to the management of the DirectMoney Personal Loan Fund (including to DirectMoney and its subsidiaries)

The fees payable by the DirectMoney Personal Loan Fund are as follows:

An investment management fee of 1.925% per annum (including GST) of the gross value of the assets of the DirectMoney Personal Loan Fund, paid monthly in arrears. This fee is paid to the Responsible Entity, who will then pay this fee to the Investment Manager (a whollyowned subsidiary of DirectMoney).
A fund administration fee of 1.1% per annum (including GST) of the gross value of the assets of the DirectMoney Personal Loan Fund, paid monthly in arrears. This fee is for fund administration services and is paid to the Responsible Entity. The Responsible Entity pays itself, the fund administrator (a third party fund administrator company), the fund’s auditor, other service providers and the expenses of the DirectMoney Personal Loan Fund (excluding any expenses which are not generally incurred during the day-to-day operation of the DirectMoney Personal Loan Fund ( Abnormal Expenses )).
Under the Investment Management Agreement, the Investment Manager is entitled to be paid a termination fee if the Investment Manager’s appointment is terminated by the Responsible Entity in either of the following circumstances:
where the Responsible Entity decides to terminate the Investment Manager’s appointment in circumstances where it ceases to be the responsible entity of the DirectMoney Personal Loan Fund; or
a special resolution is passed by investors at a properly convened meeting of the DirectMoney Personal Loan Fund directing the Responsible Entity to terminate the Investment Manager’s appointment.

The fee is the equivalent of 5 years’ worth of the investment management fee referred to above.

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Under the Investment Management Agreement, the Responsible Entity is also entitled to be paid a removal fee if:
it is removed as responsible entity of the DirectMoney Personal Loan Fund within 3 years of the issue of the Product Disclosure Statement for the DirectMoney Personal Loan Fund, other than for gross negligence or for a breach of a fiduciary duty to investors which causes them substantial loss; or
it retires as responsible entity of the DirectMoney Personal Loan Fund within 3 years of the issue of the Product Disclosure Statement for the DirectMoney Personal Loan Fund at the request of the Investment Manager in accordance with the Investment Management Agreement.

The amount of this fee is the amount of the fund administration fee referred to above that the Responsible Entity would have received (which is 0.13% per annum of the gross value of the assets of the DirectMoney Personal Loan Fund) if it had remained the responsible entity of the DirectMoney Personal Loan Fund for 3 years from the date of issue of the Product Disclosure Statement.

The other costs payable by the DirectMoney Personal Loan Fund are as follows:

Operating costs and expenses (excluding Abnormal Expenses) are included in the fund administration fee. Operating costs and expenses of the DirectMoney Personal Loan Fund (excluding Abnormal Expenses) in excess of the fund administration fee referred to above are referred to as Excess Expenses . The Investment Manager has agreed to pay any Excess Expenses from its own resources. However, should the Investment Manager be unable to meet any Excess Expenses or should the Investment Manager decide, for whatever reason, not to bear them, then any Excess Expenses will be charged to the DirectMoney Personal Loan Fund itself.
Abnormal expenses are not included in the fund administration fee referred to above. These are costs and expenses not generally incurred in the day-to-day operation of the DirectMoney Personal Loan Fund and are not necessarily incurred in any given year. These costs and expenses will be paid from the assets of the DirectMoney Personal Loan Fund as and when they are incurred.

The Responsible Entity and the Investment Manager may, in their discretion, accept lower fees and expenses than they are entitled to receive, or may defer payment of those fees and expenses for any time. If payment is deferred, then the fee will accrue until paid.

The constitution of the DirectMoney Personal Loan Fund allows the Responsible Entity to charge a maximum management fee of 2.5% per annum (plus GST less input tax credits or reduced input tax credits as applicable) of the gross value of the DirectMoney Personal Loan Fund’s assets. The Responsible Entity will not increase the investment management fees without investors first approving that increase by passing an ordinary resolution at an investor meeting.

Stamp duty will not apply to the acquisition of Loan Investments by the DirectMoney Personal Loan Fund in New South Wales, Victoria, Tasmania, the Australian Capital Territory, Northern Territory or Western Australia. Duty may apply in Queensland and in South Australia. If duty is payable in Queensland or South Australia, then this will be an expense of DirectMoney Personal Loan Fund.

Withdrawal rights of investors in DirectMoney Personal Loan Fund

The DirectMoney Personal Loan Fund allows for withdrawals by investors over a 36 month period in 36 separate equal monthly instalments. The reason this withdrawal mechanism is utilised is to match withdrawals from the DirectMoney Personal Loan Fund with cash flows generated from the Loan Investments.

The constitution allows the Responsible Entity to suspend withdrawals under certain circumstances. If they are suspended, then withdrawals will only resume at the Responsible Entity’s discretion.

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Circumstances where the Responsible Entity may suspend withdrawals include where, in the Responsible Entity’s reasonable opinion, it is not in the best interests of Investors for withdrawals to be made, or there has, or the Responsible Entity anticipates there will be, withdrawal requests that involve realising a significant amount of the assets of DirectMoney Pesonal Loan Fund and the Responsible Entity considers that if those withdrawal requests are all met immediately, it would disadvantage investors who continue to be investors in the DirectMoney Personal Loan Fund.

The Responsible Entity may also refuse to accept applications to invest in the DirectMoney Personal Loan Fund from time to time if the value of new applications exceeds the value of loans that DirectMoney has available to sell as Loan Investments.

Other information

Section 11.6 contains a summary of the relevant agreements underpinning the structure referred to above.

A copy of the Product Disclosure Statement for the DirectMoney Personal Loan Fund can be obtained from DirectMoney’s website, at www.directmoney.com.au. Full details of the DirectMoney Personal Loan Fund are contained in the Product Disclosure Statement. Any investors wishing to invest in the DirectMoney Personal Loan Fund will need to carefully consider the Product Disclosure Statement and complete the application form accompanying it.

DirectMoney Marketplace Limited

In addition to the DirectMoney Personal Loan Fund, DirectMoney has also recently established an investment company called ‘DirectMoney Marketplace Limited’.

DirectMoney Marketplace Limited is currently a wholly-owned subsidiary of DirectMoney.

The purpose of DirectMoney Marketplace Limited is very similar to the DirectMoney Personal Loan Fund described above, except that DirectMoney Marketplace Limited is a public company rather than an unlisted registered managed investment scheme.

Sale of Personal Loans to DirectMoney Marketplace Limited

On or around the date of this Prospectus, DirectMoney will enter into a Loan Sale and Management Agreement with DirectMoney Marketplace Limited which is on similar terms to the Loan Sale and Servicing Deed for the DirectMoney Personal Loan Fund.

In particular, when DirectMoney Marketplace Limited Fund acquires a Personal Loan it will pay DirectMoney no more than the principal amount remaining on the loan as at the sale date plus the interest accrued on the loan since the last monthly repayment date.

DirectMoney Marketplace Limited is then entitled to receive all of the principal repayments and the monthly interest repayments made by borrowers on loans made by DirectMoney.

A portion of the monthly interest repayments will be retained within DirectMoney Marketplace Limited to cover delinquent loans. If a loan is in default, it will be on sold to a third party, and the sale proceeds and the retained portion of the monthly interest repayment will be utilised to purchase replacement loans from DirectMoney.

If there are insufficient funds from the sale proceeds and the retained amounts from monthly interest repayments this will reduce the value of loans held by DirectMoney Marketplace Limited. DirectMoney will not have any obligation to compensate DirectMoney Marketplace Limited for any such shortfalls.

Management of DirectMoney Marketplace Limited and fees

Under the Loan Sale and Management Agreement, DirectMoney will be responsible for the management of DirectMoney Marketplace Limited.

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DirectMoney Marketplace Limited will pay an annual fee of 1.50% (plus GST) (payable monthly) of the gross value of the Personal Loans to DirectMoney for managing and servicing the Personal Loans acquired by DirectMoney Marketplace Limited.

DirectMoney Marketplace Limited will have its own Board and engage its own external service providers for its custodial and administrative requirements. However, certain costs and expenses incurred by DirectMoney and not covered by DirectMoney Marketplace Limited will be paid as and when they are incurred, from the cash flow arising from the Personal Loans. This may include any taxes or stamp duty that may be levied on the transfer of loans to and from DirectMoney Marketplace Limited.

DirectMoney agrees to indemnify DirectMoney Marketplace Limited against any liabilities or losses arising as a result of, among other things, a breach of the agreement by DirectMoney. Please see the summary of the Loan Sale and Management Agreement in Section 11.7 for further information.

Investment structure and proposed ASX listing

Investors will invest in DirectMoney Marketplace Limited by way of secured convertible notes.

DirectMoney and DirectMoney Marketplace Limited have agreed that they will use all reasonable endeavours to apply for listing on ASX as soon as possible. The current expected timing for listing is in late 2015. This will allow investment in the company by a broader range of investors.

The only circumstances where the secured convertible notes will be converted by DirectMoney Marketplace Limited is on a future listing of DirectMoney Marketplace Limited on ASX.

Investors otherwise only have rights to receive repayments of principal and interest in respect of unsecured loans allocated to their investment, less the applicable fees of DirectMoney under the Loan Sale and Management Agreement.

In connection with the listing, DirectMoney Marketplace Limited has agreed to use its best endeavours to negotiate a new management agreement from listing pursuant to which DirectMoney will provide the services required to support and manage a listed company with a debt portfolio of the kind held by DirectMoney Marketplace Limited and DirectMoney will be paid an amount which reflects current market prices for the management services to be provided.

Upon listing, it is proposed that the convertible notes be converted to ordinary shares and at that point DirectMoney Marketplace Limited will cease to be a subsidiary of DirectMoney (but would still, subject to the arrangements agreed at listing, be managed by DirectMoney under a new management agreement).

If DirectMoney Marketplace Limited does not enter into a new management agreement at the time of listing on ASX, DirectMoney Marketplace Limited must pay DirectMoney a termination fee. The termination fee will be an amount equal to the sum of all investment management fees that would have been payable if the agreement had continued for a period of 3 years from the termination date.

Term and termination

The term of the Loan Sale and Management Agreement is 5 years from the last purchase date of Personal Loans from DirectMoney, provided that the agreement may terminate earlier if the convertible notes are converted or DirectMoney Marketplace Limited is wound up.

The purpose of this expiry date is such that if listing on ASX is not achieved by 31 December 2015, the agreement can continue in force until the relevant principal and interest on the Personal Loans the subject of the agreement (which have a term of 3 or 5 years) are repaid in satisfaction of the subscription amount for the convertible notes.

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Third party institutions

In addition to making Personal Loans available for sale to the investment vehicles it manages (DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited), DirectMoney may also onsell Personal Loans to appropriate third party institutions from time to time in its discretion, on such terms as it sees fit.

DirectMoney currently intends to limit sales to such parties to 20% of its origination volume of Personal Loans.

The remaining 80% is intended to be sold to the DirectMoney Personal Loan Fund or DirectMoney Marketplace Limited.

However, DirectMoney may sell to third party institutions if the DirectMoney Personal Loan Fund or DirectMoney Marketplace Limited do not have the funding capacity to acquire Personal Loans from DirectMoney and DirectMoney wishes to sell the Personal Loans to free up funding capital in the Loan Warehouse or for other operational reasons.

(i) Business Model

DirectMoney currently derives revenue from its loan book of approximately $6 million in Personal Loans which are held in the Loan Warehouse. For such time as loans are held in the Loan Warehouse and not sold to Loan Investors, the returns and credit risk on the loans are to the account of DirectMoney only.

As referred to above, DirectMoney’s business model is to primarily act as an intermediary company between borrowers and lenders in relation to the Personal Loans.

Accordingly, to this end, DirectMoney has recently launched the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited (see Section 5.2(h) above). As the DirectMoney Personal Loan Fund receives funding from investors, loans held in the Loan Warehouse will be sold to the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited. At that point, the returns and credit risk of the loans will be passed through to the investors of the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited.

As referred to above, DirectMoney will earn an origination fee from the borrower under each loan and a fixed management fee for servicing the loans on behalf of the DirectMoney Personal Loan Fund based on the total volume of loans under management.

In the longer term, DirectMoney may seek to expand its business to also cover home mortgages, small business loans and other finance products to borrowers.

DirectMoney will always focus on operating in Marketplace Lending and so will primarily act as an intermediary in relation to these products. However, in the future it may also at times consider funding to DirectMoney Personal Loan Fund or DirectMoney Marketplace Limited in order to earn a higher rate of return.

(j) Defaults in Personal Loans

As a lending business, DirectMoney faces the risk of borrower default on its loan book (see Section 6.1(b)). From October 2014 to December 2014, DirectMoney wrote off $392,971.47 worth of bad debts, which were substantially the result of an attack by a fraud ring using sophisticated forgeries of bank statements and identity documents.

DirectMoney subsequently implemented comprehensive anti-fraud measures in November 2014 and has not experienced any losses due to fraud since that time. In January 2015, DirectMoney also tightened its credit policy and restructured its credit team.

As a result of these measures, DirectMoney’s default rate (on an annualised basis) has been tracking at between 4.1% and 6.2% in the period from January 2015 to the date of this Prospectus.

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The annualisation of the default rate assumes a straight line continuation of the current loss rate range (4.1% and 6.2%), and is in part influenced by a drop in lending volume during April and May as DirectMoney seeks to raise loan funding under the Offer.

With the resumption of normal lending volumes following the Re-admission Date, and the continuing review of credit policy, DirectMoney believes that this loss rate could shift towards the lower end of the range.

5.3 Acquisition

On 24 March 2015, the Company announced that it had entered into a Share Sale Agreement with the Vendors to acquire 100% of the issued share capital in DirectMoney in consideration for the issue of Shares in the Company.

Following the Acquisition, the Company will change its name to “DirectMoney Limited” and change its operations from a design and manufacture business in the automotive industry and operate instead as a licensed lender in the Marketplace Lending industry.

The Company will also seek to be reinstated to the official list of the ASX and seek quotation of the Shares on the ASX by re-complying with the requirements of Chapters 1 and 2 of the Listing Rules.

In exchange for the Company acquiring 100% of the issued shares in DirectMoney, the Company will issue Shares to the Vendors by way of consideration, in proportion to their shareholding in DirectMoney.

For the purpose of calculating the consideration:

existing Shares will be valued at $0.20 per Share; and
the number of Shares to be issued to Vendors will be calculated on a valuation of DirectMoney of $39,160,000 on a fully diluted basis.

A summary of the key terms of the Share Sale Agreement, which governs the Acquisition, including the conditions which must be satisfied or waived before the Acquisition (and the Offer) can be completed is set out in Section 11.1.

The effect of the Acquisition is that the nature and scale of the activities of the Company will change as the Company proposes to focus on development of the Marketplace Lending business of DirectMoney as outlined in this Prospectus upon completion of the Acquisition.

In seeking to be reinstated to the official list of the ASX and in seeking quotation of the Shares on the ASX following the Acquisition, the Company will be required to re-comply with the requirements of Chapters 1 and 2 of the Listing Rules, which includes, among other things, seeking Shareholder approval for the change to the nature and scale of the Company’s activities, issuing a prospectus and obtaining a sufficient number of Shareholders with the requisite number of Shares in accordance with those rules.

A Meeting has therefore been convened by the Company to seek Shareholder approval for (among other things), the change to the nature and scale of the Company’s activities following the Acquisition, the issue of Shares to the Vendors in consideration for the Company acquiring all of the issued capital in DirectMoney, the change of the Company’s name to “DirectMoney Limited” and the issue of Shares under the Offer.

The effect of the Acquisition and the Offer on the Company’s capital structure is set out in Sections 3.6 and 12.4.

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5.4 Future Capital Requirements

On completion of the Offer, the Board believes that the Company will have sufficient working capital to carry out its stated business objectives. However, generally speaking, there can be no assurance that such objectives can be met without further financing or, if further financing is necessary, that it can be obtained on favourable terms or at all, if materially adverse trading conditions or other unexpected factors emerge.

5.5 Dividend Policy

The Company does not expect to pay any dividends until such time as the Directors are of the opinion that the financial position of the Company warrants it. The Directors do not and cannot give any assurances as to the extent, timing, level of franking or payment of any dividends in future periods.

5.6 Key Investment Highlights

(a) Investment in rapidly growing industry

As identified in Section 5.2(b) above, Marketplace Lending is a new type of financial service that introduces borrowers and investors via an online platform. By operating more efficiently than the banks it proposes to deliver lower rates for borrowers and higher returns for investors. Given the higher margins between current bank deposit rates of approximately 2% to 3% and bank personal loan rates of around 14% per annum in Australia, DirectMoney believes that a significant opportunity exists to use disruptive technology to undercut such margins. DirectMoney believes that similar market conditions in the United States are driving significant growth in Marketplace Lending.

(b) Experience of Executive Chairman and key management personnel in industry

Sections 7.1 and 7.2 set out the experience of the Proposed Directors and key DirectMoney management personnel (including that of DirectMoney’s Executive Chairman, Stephen Porges) both in the financial services industry generally and in the Marketplace Lending industry in particular. The DirectMoney team has over 200 years of funds management, banking, credit, network marketing and IT experience. This combined industry experience with be key to DirectMoney achieving its strategic objectives.

(c) Opportunity to leverage off the growth and key differentiation strategy of DirectMoney

DirectMoney has established an innovative structure to assist with its Marketplace Lending platform called a Loan Warehouse. DirectMoney maintains funding in the Loan Warehouse to enable it to write Personal Loans to suitably qualified borrowers as soon as their credit is approved. In contrast, under some other models used by competitors, investors bid on fractions of a loan amount, with loans only being provided once bidding on 100% of the loan amount is reached. This leads to delays in loan funding, which DirectMoney avoids through the use of the Loan Warehouse. DirectMoney believes it should experience faster growth earlier in its operations by using whole loan pooling and funding.

(d)

Relationship with unique DirectMoney Personal Loan Fund

DirectMoney has recently launched an in-house fund called the ‘DirectMoney Personal Loan Fund’. The purpose of the DirectMoney Personal Loan Fund is to provide investors with monthly income distributions and a rate of return higher than the rate of return paid by banks on savings and deposit accounts. DirectMoney has entered into a Loan Sale and Servicing Deed with the Responsible Entity of the DirectMoney Personal Loan Fund under which it is entitled to on-sell personal loans written by DirectMoney to the DirectMoney Personal Loan Fund. DirectMoney earns an origination fee from the borrowers and a fixed management fee for servicing the loans on behalf of the Loan Investors on the volume of loans under management.

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(e) The DirectMoney Software and Marketing Plans

The DirectMoney marketing team has extensive experience in digital marketing gained from leading eCommerce companies, banks and financial services companies. The marketing team will target borrowers aged over 21 years old with good employment and a sound credit history. It also intends to target multiple partnering opportunities with established branded vendors of products suitable for funding with personal loans or introducing borrowers such as mortgage brokers, credit unions and, building societies. Partnering with established brands should lower customer acquisition costs, increase credit quality and enhance DirectMoney’s brand image and exposure.

(f)

Banking Industry Disruption

Australian banks are among the world’s most profitable with personal loans representing 3% of assets and 16% of profits. DirectMoney believes an opportunity exists using disruptive technology to undercut the high margins between deposit rates of 2-3% per annum and personal loan rates of around 14% per annum. Similar market conditions in the US and declining trust in banks are driving significant growth in Marketplace Lending.

(g) High margin, high growth opportunity

The personal loan market in Australia enjoys high rates of interest compared with other countries and other loan products. The average rate charged by the five largest Australian banks on prime personal loans is around 14.0%. DirectMoney aims to under-cut this rate while at the same time paying a net return that will compare favourably with bank deposits.

(h)

Barriers to Entry

Being a relatively new industry, Marketplace Lending is subject to heavy regulation and onerous licensing requirements which creates high barriers for new entrants. DirectMoney has exerted much time, money and expertise in developing its platform and obtaining all of the required regulatory licences to operate as a marketplace lender.

(i)

Strong Early Traction

As identified in Section 5.2(a) above, since commencing lending in October 2014, DirectMoney has rapidly grown its presence and has now lent to over 350 borrowers, with a total loan book value of approximately $6 million.

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6 RISK FACTORS AND INVESTOR CONSIDERATIONS

An investment in the Company exposes Applicants to risk factors. The business of the Company and the industry in which it will operate are subject to numerous risk factors both of a general nature and risks which are specific to the industry and/or the Company’s business activities.

The potential effect of these risk factors either individually, or in combination, may have an adverse effect on the future financial and operating performance of the Company, its financial position, its prospects and the value of the Shares. Accordingly, the Shares offered under this Prospectus should be considered highly speculative.

This Section describes what the Company considers to be the key risks associated with an investment in the Company, particularly in light of the Acquisition and change to the nature and scale of its activities. You should carefully consider these factors in light of your personal circumstances and seek professional advice from your stockbroker, accountant, lawyer or other professional adviser before deciding whether to invest.

This Section should not be considered to be an exhaustive list of every possible risk associated with an investment in the Company. The types of risks the Company is exposed to can change over time and vary with changes in economic, technological, environmental and regulatory conditions generally within the industry in which the Company operates.

6.1 Company Specific Risks

The following are the key risks that specifically relate to an investment in the Company:

(a) Failure of DirectMoney’s business model

Although DirectMoney believes its proposed operations and business model (see Section 5) will be successful, especially considering DirectMoney’s early successful operations to date, the experience of its key personnel in the Marketplace Lending industry and the key areas of differentiation between DirectMoney’s business model and that of its competitors, any number of factors could adversely affect DirectMoney’s proposed operations and business model and no assurance can be given that the Company will be successful in the Marketplace Lending industry.

(b)

Credit Risk

As a lending business, DirectMoney is at risk of some or all of its borrowers failing or becoming unable to repay their loans. While loans are targeted at prime retail borrowers (not ‘payday’ lending customers), the loans are unsecured and so are subject to the capacity of the individual borrower to repay the loan.

As identified in Sections 5.2(d), 5.2(g) and 5.2(h), DirectMoney manages its credit risk in a number of ways, including through borrower screening and credit checking processes, its Loan Warehouse and transfer of loans to Loan Investors (including the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited who assume exposure to the loan after expiry of the warehouse period). See also Section 5.2(i) and 5.2(j) for further information regarding DirectMoney’s business structure and defaults in its Personal Loans.

(c)

Inability to recover default loans

If a Personal Loan is in default, the cost of recovery of the debt under that loan is generally greater than the amount recovered and, as such, will at times require Personal Loans to be written off as bad debts. This risk is potentially higher in the personal loan industry, particularly given the size of the loans and that they are unsecured. High levels of bad debt could limit DirectMoney’s profitability and adversely affect its performance in the future. As referred to above, DirectMoney seeks to manage its credit risk in a number of ways, including through thorough borrower screening and credit checking processes.

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(d) Fraudulent borrowers

There is a general ongoing risk that borrowers may deliberately fabricate evidence to support their loan applications and that they have no intention of paying off their loan. As a cash business, fraud could also be committed by employees internally. Although DirectMoney has procedures in place to detect fraudulent applications and activities, the risk of fraud cannot be discounted. As noted in Section 5.2(j), DirectMoney has been the subject of a borrower fraud attack before and has since implemented procedures to significantly tighten its credit policy and restructure its credit team.

(e) Personal Loans are unsecured

DirectMoney’s Personal Loans are generally issued on an unsecured basis. DirectMoney’s financial position could adversely change if a significant percentage of its loan book is not repaid and recovery procedures prove inadequate to recoup funds.

(f)

Ability to attract borrowers and funding

DirectMoney’s on-going viability is strongly linked to its ability to attract suitable borrowers and increase the volume of loans managed by DirectMoney. DirectMoney seeks to manage this issue (and will continue to do so) through appropriate marketing to potential borrowers through various channels.

(g)

Ability to source third party funding

DirectMoney’s on-going viability is strongly linked to its ability to source sufficient third party funding to enable it to have funds to lend to potential borrowers. DirectMoney seeks to manage this risk by sourcing third party lending from various sources, including from funds it manages such as DirectMoney Personal Loan Fund. Arrangements with third party lenders such as the DirectMoney Personal Loan Fund, however may be subject to certain termination rights. Importantly, there is no assurance that DirectMoney will be able to source sufficient funding from third party funding sources over time.

(h)

Concentration risk

DirectMoney only invests in unsecured personal loans with a minimum amount of $5,000 and a maximum amount of $35,000. This is a specific and discrete type of asset and therefore DirectMoney may be exposed to any market conditions which impact that specific type of asset.

(i) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of DirectMoney depends substantially on senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on DirectMoney if one or more of these employees cease their employment or if one or more of the Proposed Directors leaves the Board.

(j) Operational constraints

Certain aspects of DirectMoney’s lending systems are manual and can be labour-intensive, such as that borrower employment verification requires manual phone calls by customer service representatives and responsible lending regulations also require telephone time with borrowers. These requirements could potentially slow down the efficiency of the business, particularly as the volume of loans increases. In the meantime, these issues are well understood and incorporated into budgeting and staffing plans. DirectMoney has invested approximately $2.5 million over the last few years to establish and refine its intellectual property, systems and licences.

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(k) Potential undisclosed liabilities

There may be liabilities that the Company fails or is unable to discover in due diligence, both in relation to itself and in relation to DirectMoney, prior to the consummation of the Acquisition. The discovery of any material liabilities could have a material adverse effect on the Company’s business, financial condition and future prospects.

(l) Conditions of the Offer and issue of Vendor Consideration Shares

The Offer and issue of Vendor Consideration Shares are subject to the conditions referred to in Section 4.5, which must be satisfied prior to issue of Shares pursuant to the Offer and completion of the Agreement by issue of the Vendor Consideration Shares. If the applicable conditions are not satisfied, the Offer and completion of the Agreement and Acquisition may not proceed.

(m) Reinstatement to ASX’s official list

The Company’s Shares are currently suspended from trading on ASX. In the event that all Acquisition Resolutions are approved at the Meeting, it is anticipated that the Company’s Shares will remain suspended until completion of the Agreement, Capital Raising and recompliance by the Company with Chapters 1 and 2 of the ASX Listing Rules and compliance with any further conditions ASX imposes on such reinstatement. There is a risk that the Company will not be able to satisfy one or more of those requirements and that its Shares may consequently remain suspended from quotation.

(n) Contractual risk

DirectMoney’s operations are underpinned by various material agreements (as summarised in Section 11) and its success is to a large extent reliant on the various counterparties fulfilling their respective obligations under those agreements. To the extent that this does not occur, DirectMoney may be adversely affected.

(o) Information technology risk

There are risks associated with reliance on information technology, including technology failure interrupting the availability of services, data or information loss, or data or information theft. The DirectMoney website, through which borrowers apply for loans, may be the subject of malicious or criminal attacks, such as hacking or denial of service attacks. Such activity could impact on DirectMoney’s ability to source loans.

(p) Documentation risk

DirectMoney is a party to a number of legal documents, including loan documents with borrowers and management and loan sale and security documents with Loan Investors. If there is any deficiency in such documents, it could adversely affect DirectMoney and its rights and liabilities under such arrangements.

6.2 Industry Specific Risks

The following are the key risks that relate specifically to the Marketplace Lending industry in Australia in which the Company will operate following the completion of the Acquisition:

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(a) Competition

DirectMoney competes directly with banks for personal loan customers. Banks (particularly Australia’s so called “big 4 banks”) are well established mainstays in this lending segment and have substantially more capital at their disposal to attract borrowers. Additionally, DirectMoney and other entrants in the Marketplace Lending industry generally remain viable by undercutting the relatively high interest rates offered by these banks. DirectMoney’s profitability could be affected if the banks respond to this competitive pressure by reducing their personal loan interest rates.

(b) Regulation

The Company may be exposed to the risk of changes to applicable laws or underlying policy or their interpretation that have an impact on the Company, its investments or returns to Shareholders or the risk of non-compliance with reporting or other legal obligations. In particular, the Marketplace Lending industry is relatively new in Australia and regulators could review the regulatory regime which applies to it. There is therefore a risk that new regulations or regulators could be introduced to this industry, and they may impose unforeseen compliance burdens resulting in delays and extra cost for the Company, which could adversely affect its operations and prospects.

(c) Licensing risk

If the Australian Financial Services Licence or Australian Credit Licence of DirectMoney is suspended or revoked, then this could adversely impact the operations of the Company. It may also affect its ability to manage the DirectMoney Personal Loan Fund and DirectMoney Marketplace Limited from which it intends to derive revenue.

(d) Compliance with regulated loans

DirectMoney is required to comply with certain responsible lending obligations, and other obligations, including under the NCCP. DirectMoney may be affected if it fails to comply with its obligations under these regulations.

(e) Default and fraud

If the Australian economy enters into a recession there is a risk that the Company’s loan book could suffer higher levels of defaults than anticipated when loans were written.

The Company could also be subject to identity fraud and hacking attacks on its information technology assets.

6.3 General Investment Risks

The value of securities listed on securities exchanges can change considerably over time and the value of your investment can increase and decrease with the value of the security. The fluctuation in value is known as volatility and the level of volatility depends on the type of investment. Generally, in order of risk of asset classes, shares are the riskiest, then fixed interest, then cash. As with most investments, performance is not guaranteed. These risks may result in loss of income and principal invested.

You can do some things to reduce the impact of risk. Firstly, get professional advice suited to your investment objectives, financial situation and particular needs. Nothing in this Prospectus can replace or offer that. Secondly, invest for at least the time frame recommended by your professional adviser. Applicants are strongly advised to regard an investment in the Company as a long-term proposition.

The Company does not guarantee the return of capital, any rate of return in terms of income or capital or investment performance of the Company.

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It is not possible to identify every risk associated with investing in the Company, however the following provides a list of significant risks associated with the Company. There may be other risks associated with the Company.

(a) Market risk

Investment returns are influenced by market factors. These factors include the change in the economic (e.g. changes in interest rates), legislative and political environment, as well as changes in investor sentiment. In addition, exogenous shocks, natural disasters and acts of terrorism can (and sometimes do) add to equity market volatility as well as impact directly on individual entities. As a result, no guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company’s investments.

(b)

Interest rate risk

Changes in the interest rates within Australia may impact directly or indirectly on DirectMoney. For the period any Loans are held in the Loan Warehouse, falling interest rates may reduce the return DirectMoney earns on new Personal Loans which are subject to lower interest rates.

Increased competition in the personal unsecured loan market generally may also see the rate of interest charged to borrowers reduce, and this may reduce the income of DirectMoney.

(c)

Industry risk

There are a number of industry risk factors that may affect the future operation or performance of the Company. These factors are outside the control of the Company. Such factors include increased competition, regulatory and compliance costs and variations in legislation and government policies generally.

(d)

Liquidity risk

The Company is a listed entity, therefore the ability to sell Shares is a function of the turnover of the Company’s Shares at the time of sale. Turnover itself is a function of the size of the Company and also the cumulative investment intentions of all current and possible investors in the Company at any one point in time.

(e)

Operational costs

Operational costs for the Company as a proportion of total assets may be affected by the level of total assets of the Company and by the level of acceptance of the Offer. Operational costs may represent a greater proportion of total assets and could reduce the operating results of the Company and accordingly the ability to make dividend payments if the Company only achieves the minimum subscription under the Offer than if it secures a greater level of acceptance.

(f)

Taxation risk

Tax laws (including Australian tax laws) are in a continual state of change and reform that may affect the Company and Shareholders.

Tax liabilities are the responsibility of each individual Shareholder. The Company is not responsible either for taxation or penalties incurred by Shareholders. Shareholders should consult their own taxation advisers to ascertain the tax implications of their investment.

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(g) Force majeure risk

Force majeure is a term generally used to refer to an event beyond the control of a party claiming that the event has occurred, including acts of God, acts of terrorism, fire, flood, earthquakes, war and strikes. The Company does not have insurance for all force majeure risks, some of which are, in any event, uninsurable. To the extent that any such risks occur, there may be an adverse effect on the operations and profitability of the Company’s business.

(h) Further funding requirements

The Directors believe that, on completion of the Offer, the Company will have sufficient working capital to carry out its stated business objectives. However, generally speaking, there can be no assurance that such objectives can be met without further financing or, if further financing is necessary, that it can be obtained on favourable terms or at all if materially adverse trading conditions or other unexpected factors emerge. If additional funds are raised by issuing equity securities, this may result in dilution of some or all of the Shareholders.

6.4 Investor Considerations

Before deciding to subscribe for Shares, Applicants should consider whether Shares are a suitable investment.

There may be tax implications arising from the Application for Shares, the receipt of dividends (both franked and unfranked) from the Company, and on the disposal of Shares. Applicants should carefully consider these tax implications and obtain advice from an accountant or other professional tax adviser in relation to the application of tax legislation.

If you are in doubt as to whether you should subscribe for Shares you should seek advice on the matters contained in this Prospectus from a stockbroker, solicitor, accountant or other professional adviser immediately.

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7 BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

7.1 Board of directors

With effect from the date of completion of the Acquisition, and subject to Shareholder approval at the Meeting, the Company’s Board will comprise of:

(a) Stephen Porges as Executive Chairman;
(b) Campbell McComb as Executive Director of the Company; and
(c) Craig Swanger as a Non-Executive Director.

See Section 11.1 for details of the changes to the Board as required under the Share Sale Agreement.

The details of the experience of each of these individuals are set out below

Board Member	Details of Experience
Stephen Porges Executive Chairman	Stephen is the Executive Chairman of DirectMoney. Prior to joining DirectMoney, he was Chief Executive Officer of SAI Global. Prior to that, he was CEO of Aussie Home Loans from 2008 to 2013 where they were awarded Mortgage Broker of The Year for each year of his tenure. From 2007 until he joined Aussie, Stephen was CEO of Newcastle Permanent Building Society, Australia’s largest Building Society. During his tenure the Society was recognised with two Building Society of the Year awards by Money Magazine. From 2004 till 2007, he was CEO of ASX listed biotechnology company Proteome Systems (PXL). From 2002 to 2007 Stephen was Chairman and then Executive Chairman of BMC Media Ltd. In 2002, Stephen was a founding partner in Cabonne Partners which specialised in advising on re- capitalisations and strategic turnarounds of public companies. Having spent the previous 20 years in international banking, stockbroking and investment banking, Stephen has experience in most significant global capital markets.
Campbell Gordon McComb Executive Director	Campbell is the Chief Investment Officer of Adcock Group, a family office and investor in DirectMoney. Prior to that he was the founding CEO of publicly listed investment manager, Easton Investments. Campbell has 15 years’ experience in funds management and stock broking. He was formerly the Managing Director of Armytage Private Ltd and an investment manager with Greig Middleton funds management in London, United Kingdom. Campbell is currently a director of both Basper and DirectMoney. He will remain a director of the Company after the Completion Date.
Craig Swanger Non-Executive Director	Craig Swanger has 20 years’ experience in financial services. He was Executive Director of Macquarie Global Investments, responsible for managing around $10bn in client funds across Asia, North America and Australia. Craig has direct experience in structuring and raising funds from retail investors, including through managed funds, structured products and listed vehicles in several jurisdictions. He has extensive board experience, including Macquarie Bank’s major funds management entity, Macquarie InvestmentManagementLimited and a totalof 15internaland

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external boards since 2003. He was Chairman of 5 of the largest debt listed investment companies in Australia and New Zealand issued over the past decade, and more recently worked with Australia’s largest corporate bond and securitization distribution specialists, FIIG Securities.

A process to appoint an additional independent Non-Executive Director is also expected to commence following completion of the Acquisition and Capital Raising.

Additionally, the existing Company Secretary will resign with effect from the Completion Date and will be replaced by Ms. Leanne Ralph. Ms Ralph is the Founder and Director of Boardworx, a specialist company secretarial firm. Ms Ralph has more than 15 years’ experience in company secretarial and governance matters. She holds a Bachelor of Business, a diploma in Applied Corporate Governance and is a member of the Governance Institute of Australia’s Corporate and Legal Issues Committee.

7.2 Management

Following the completion of the Acquisition, the Company proposes to retain the following as the key members of the Company’s executive personnel:

Management Member	Details of Experience
David Doust Founder	David is an entrepreneur specialising in financial services with significant experience in Australia and the USA. From 2008 to 2012 David lived in California where he designed several innovative fund concepts based on residential property equity and he designed the HomeStake US house price forecasting index. Prior to that, David was founder and CEO of Adaptive Edge, an IT consulting company based in Sydney specialising in business process automation. David led a team that delivered back office systems to Australian fund managers, retailers and insurance companies. In this role David was also responsible for business development, IT recruitment, systems specification and IT project management. From 2001 to 2003 he was Chief Technology Officer at Moveit, an internet based data exchange for the Australian transport industry and from 1996 to 2001 David was CEO and founder of SoftwareMarkets, a Silicon Valley start- up that was a pioneer in the concept of the App Store. David is a former Citibank Assistant Controller and KPMG accountant and auditor. He holds an economics degree with accounting major from the University of Sydney.
Peter Beaumont Chief Operating Officer	Peter is a senior business executive with over twenty five years global banking, finance and project delivery experience gained with leading international investment banks Citibank, UBS AG, Bank of America Merrill Lynch and ABN AMRO. Peter brings to DirectMoney a broad set of customer acquisition and client sales leadership skills along with deep experience transitioning high volume financial products businesses from traditional channels to online, straight through processing models. Immediately prior to joining DirectMoney Peter provided senior leadership and advisory services to a variety of infrastructure projects while working with Aquasia and McConnell Dowell. Peter has fulfilled Board roles with a variety of Australian infrastructure companies Wyuna Water, Darwin Convention Centre, Western Liberty Group and Axiom Education 2 and international companies Metalor AG (Switz) and London Precious Metals Trading (UK). Peter is currently a Director on the Board's of Cycling NSW and a Member of Council of Wesley College, University of Sydney. Peter holds a B. Sc (Hons. 1st) from the University of Sydney and a MBA from MIT-Sloan School, Cambridge, MA. USA. Peter is a Graduate of the Australian Institute of Company Directors and a Certified Finance and Treasury Professional.

Management
Member

Details of Experience

David Doust
Founder

David is an entrepreneur specialising in financial services with significant
experience in Australia and the USA. From 2008 to 2012 David lived in
California where he designed several innovative fund concepts based on
residential property equity and he designed the HomeStake US house price
forecasting index. Prior to that, David was founder and CEO of Adaptive
Edge, an IT consulting company based in Sydney specialising in business
process automation. David led a team that delivered back office systems to
Australian fund managers, retailers and insurance companies. In this role
David was also responsible for business development, IT recruitment,
systems specification and IT project management.
From 2001 to 2003 he was Chief Technology Officer at Moveit, an internet
based data exchange for the Australian transport industry and from 1996 to
2001 David was CEO and founder of SoftwareMarkets, a Silicon Valley start-
up that was a pioneer in the concept of the App Store. David is a former
Citibank Assistant Controller and KPMG accountant and auditor. He holds an
economics degree with accounting major from the University of Sydney.

Peter Beaumont
Chief Operating
Officer

Peter is a senior business executive with over twenty five years global
banking, finance and project delivery experience gained with leading
international investment banks Citibank, UBS AG, Bank of America Merrill
Lynch and ABN AMRO. Peter brings to DirectMoney a broad set of customer
acquisition and client sales leadership skills along with deep experience
transitioning high volume financial products businesses from traditional
channels to online, straight through processing models. Immediately prior to
joining DirectMoney Peter provided senior leadership and advisory services
to a variety of infrastructure projects while working with Aquasia and
McConnell Dowell. Peter has fulfilled Board roles with a variety of Australian
infrastructure companies Wyuna Water, Darwin Convention Centre, Western
Liberty Group and Axiom Education 2 and international companies Metalor
AG (Switz) and London Precious Metals Trading (UK). Peter is currently a
Director on the Board's of Cycling NSW and a Member of Council of Wesley
College, University of Sydney. Peter holds a B. Sc (Hons. 1st) from the
University of Sydney and a MBA from MIT-Sloan School, Cambridge, MA.
USA. Peter is a Graduate of the Australian Institute of Company Directors
and a Certified Finance and Treasury Professional.

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Marianne Young Credit Manager	Marianne has had over 18 years’ experience in various credit and lending roles with Westpac Banking Group. Her experience covered unsecured lending products and the specific policies and procedures underpinning them. At a national level, Marianne managed the hindsight review process for consumer personal loans and credit cards across the Westpac Group (Westpac, St George Bank, Bank SA and Bank of Melbourne).
David Russell Chief Technology Officer	David has 13 years professional software and web development experience with a focus on financial services. He was a senior developer and team leader for 8 years at IRESS Ltd, a $1 billion listed financial services company. He has skills and experience in cloud technology and smart phone and tablet app development. David holds an honours degree in computer science.
Jason Theofilos Digital Marketing Manager	Jason, a senior software engineer has in recent years held the position of Senior Digital Marketer at the Catch Group, a $350m high growth e- commerce company where he developed and oversaw SEO, SEM, social media and re-marketing strategies. He is focused on customer acquisition optimisation and has created a number of specialised internet marketing reporting and tracking tools. Jason held a senior engineering role at IRESS Market Technology from 2006 to 2013 where he oversaw architecture design, created high speed share trading systems and developed complex charting tools.
David Marshall Head of Distribution	David held a number of senior positions in the Australian investment banking industry. These included roles as Assistant Vice President at Citibank, Executive Director, Treasury and Capital Markets for NZI Securities and Executive Director, Capital Markets for the National Australia Bank’s merchant bank subsidiary, National Australia Limited. Over the past fifteen years David has held various executive director, managing director and chairman roles in early stage and small-cap companies in technology, finance, retailing, and agri-business. He was Managing Director of a joint venture with van Eyk Capital to assess corporate and project risk in the MIS sector. He initiated the review of over 300 projects for clients in the funds management and financial planning sectors and developed advice for advisors to provide to retail clients.
Bleddyn Gambold Responsible Manager (AFSL 458572)	Bleddyn has thirty years’ experience in Funds Management in Australia and overseas. From 1982 to 1990 he worked in Bermuda, London and Hong Kong for an international bank and trust group. In Hong Kong he headed the group’s trustee operations for the Far East, where clients were major international investment management companies and large listed companies. From 1990 to 2002 he held senior positions in Hong Kong and Sydney with a substantial international funds management group. In 2002 he established a company providing independent responsible entity and trustee services to managed investment schemes in Australia. Funds under administration grew from start up to $560 million. Bleddyn holds a degree in accountancy and is a fellow of the Institute of Chartered Accountants in England and Wales.

7.3 Corporate Governance

This section explains how the Board will manage the Company’s business. The Board is responsible for the overall corporate governance of the Company. The Board monitors the operational and financial position and performance of the Company and oversees its business strategy including approving the strategic goals of the Company. The Board is committed to maximising performance, generating appropriate levels of Shareholder value and financial return, and sustaining the growth and success of the Company. In conducting business with these objectives, the Board is concerned to ensure that the Company is properly managed to protect and enhance Shareholder interests, and that the Company, its Directors, officers and employees operate in an appropriate environment of corporate governance.

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Accordingly, the Board intends to create a framework for managing the Company including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the Company’s business and which are designed to promote the responsible management and conduct of the Company.

The main policies and practices to be adopted by the Company are summarised below. In addition, many governance elements are contained in the Constitution. Details of the Company’s key policies and the charters for the Board and each of its committees are available at www.directmoney.com.au.

The Company is seeking to list its Shares on the ASX. The ASX Corporate Governance Council has developed and released its Corporate Governance Principles and Recommendations for Australian listed entities ( ASX Recommendations ) in order to promote investor confidence and to assist companies in meeting stakeholder expectations. The ASX Recommendations are not prescriptive, but guidelines. However, under the Listing Rules, the Company will be required to provide a statement in its annual report disclosing the extent to which it has followed the recommendations in the reporting period. Where the Company does not follow a recommendation, it must identify the recommendation that has not been followed and give reasons for not following it.

(a) Board Charter

The Board will adopt a written charter to provide a framework for the effective operation of the Board. This charter provides a framework for the effective operation of the Board, addressing matters and responsibilities of the Board such as enhancing Shareholder value, oversight of the Company (including its control and accountability systems), contributing to and approving corporate strategy and performance objectives, monitoring the performance of the CEO and other senior executives, and approving and monitoring major capital expenditure, capital management issues and acquisitions and divestitures.

(b) Board Committees

The Board may from time to time establish appropriate committees to assist in the discharge of its responsibilities. Upon the re-admission of the Company to the official list of ASX (following completion of the Acquisition, Capital Raising and re-compliance with Chapters 1 and 2 of the Listing Rules), the Company’s proposed board will comprise 3 directors, only one of whom will be independent. A process to appoint an additional independent non-executive director is expected to commence following completion of the Acquisition and Capital Raising. See Section 7.1 for further details.

At this early stage of the Company’s operations in a new industry, the Board believes this will be an appropriate structure as it will be important to draw heavily on the relevant industry experience of the Proposed Directors as the Company seeks to establish itself and consolidate its operations, bearing in mind that DirectMoney has (as at the date of the Prospectus) only been operating in the Marketplace Lending industry for around 7 months. Accordingly, given the composition of the proposed board and its mix of executive and non-executive directors, the Board does not initially propose to establish any standing committees (such as audit, nomination or remuneration committees) and the functions of such committees will be performed by the proposed board, acting in the best interests of the Company.

As the composition and mix of the proposed board grows and diversifies, standing committees (including those referred to above) may be established as appropriate. Membership of board committees will be based on the needs of the Company, relevant legislative and other regulatory requirements (including the ASX Corporate Governance Principles and Recommendations) and the skills and experience of individual Directors.

(c) Risk Management Policy

The identification and proper management of the Company’s risks are important priorities of the Board. The Company will adopt a risk management policy appropriate for its business, which commits the Company to designing and implementing systems and methods appropriate to minimise and control its risk.

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(d) Continuous Disclosure Policy

The Company is committed to observing its disclosure obligations under the Listing Rules and Corporations Act. The Company will adopt a policy which establishes procedures which are aimed at ensuring that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price-sensitive information.

(e) Share Trading Policy

The Company will adopt a written policy to take effect from re-listing on ASX for dealing in Shares, which is intended to explain the prohibited type of conduct in relation to dealings in Shares under the Corporations Act and to establish a best practice procedure in relation to Directors’, management’s and employees’ dealings in Shares.

Subject to the overriding restriction that persons may not deal in Shares while they are in possession of material price sensitive information, Directors and management will only be permitted to deal in Shares during certain ‘window periods’, such as following the annual general meeting, the release of the Company’s full and half year financial results, or the release of a disclosure document offering Shares.

Outside these periods, Directors and management must receive clearance for any proposed dealing. In all instances, buying or selling Shares is not permitted at any time by any person who possesses price-sensitive information.

In addition, the policy prohibits management and employees who are participants in any equity-based remuneration scheme implemented by the Company from entering into hedging arrangements with respect to securities in the Company (being transactions in financial products that operate to limit the economic risk associated with holding securities in the Company) and from including his or her securities in the Company in a margin loan portfolio or otherwise dealing in securities in the Company pursuant to a margin lending arrangement, without first obtaining the Company’s consent.

(f) Code of Conduct

The Board recognises the need to observe the highest standards of corporate practice and business conduct, and intends to adopt a formal code of conduct for employees and officers. The key aspects of this code are to act with honesty, integrity and fairness and in the best interests of the Company, act in accordance with all applicable laws, regulations, policies and procedures, and use the Company’s resources and property properly.

(g) Diversity Policy

The Board will adopt a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

(h) Shareholder Communication

The Company is committed to keeping Shareholders informed of all major developments affecting the Company which are relevant to Shareholders in accordance with all applicable laws. Information will be communicated to Shareholders through the lodgement of all relevant financial and other information with ASX.

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8 FINANCIAL INFORMATION

8.1 Introduction

This Section contains a summary of the historical financial information and pro forma historical financial information of Basper Limited ( Basper ) and DirectMoney Pty Ltd ( DirectMoney ) (collectively the “ Financial Information ”), which has been prepared by the Directors of Basper and DirectMoney.

The Historical Financial Information comprises the:

historical consolidated Statement of Profit or Loss and Other Comprehensive Income for the six month period ended 31 December 2014 ( H1 FY2015 ) of DirectMoney ( Historical Statement of Profit or Loss and Other Comprehensive Income ); and
historical consolidated Statement of Cash Flows for H1 FY2015 of DirectMoney ( Historical Statement of Cash Flows ).

The Pro Forma Historical Financial Information comprises the:

pro forma historical consolidated Statement of Financial Position of the combined Basper and DirectMoney group (the “ Combined Group ”) as at 31 December 2014.

The Financial Information has been reviewed by BDO East Coast Partnership ( BDO ECP ). BDO ECP’s Investigating Accountant’s Report on the Pro Forma Historical Financial Information is contained in Section 9. Investors should note the scope and limitations of that report.

Historical Statement of Profit or Loss and Other Comprehensive Income and Historical Statements of Cash Flows for Basper have not been disclosed as they relate to prior business activities which ceased with the sale of the majority of Basper’s business to a third party in June 2013, and the sale of property and certain residual assets in early 2014. As such, Basper’s historical results are not relevant to the future activities of Basper.

Basper’s shares are listed on the ASX and Basper is obliged to comply with the continuous disclosure requirements of the ASX and Corporations Act. The ASX companies announcement platform (available from the ASX’s website at www.asx.com.au) lists announcements made by Basper, including detail of the historical financial results of Basper.

Also summarised in this Section are:

Table 1: Overview of Financial Information

Section	Heading
8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11	Introduction Basis of Preparation and Presentation of the Financial Information Historical Statement of Profit or Loss and Other Comprehensive Income Historical Statement of Cash Flows Management Discussion and Analysis on Historical Financial Information Pro Forma Historical Statement of Financial Position Debt Facilities Lease Commitments Liquidity and Capital Resources Dividend Policy Significant Accounting Policies

Section

Heading

8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11

Introduction
Basis of Preparation and Presentation of the Financial Information
Historical Statement of Profit or Loss and Other Comprehensive Income
Historical Statement of Cash Flows
Management Discussion and Analysis on Historical Financial Information
Pro Forma Historical Statement of Financial Position
Debt Facilities
Lease Commitments
Liquidity and Capital Resources
Dividend Policy
Significant Accounting Policies

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The information in this Section 8 should be read in conjunction with the risk factors set out in Section 6 and other information contained in this Prospectus.

All amounts disclosed in the tables are presented in Australian dollars, and unless otherwise noted, are rounded to the nearest thousand dollars.

8.2 Basis of Preparation and Presentation of the Financial Information

8.2.1. Overview

The Directors of Basper and DirectMoney are responsible for the preparation and presentation of the Financial Information.

The Financial Information included in this Section 8 has been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards ( AAS ) adopted by the Australian Accounting Standards Board ( AASB ) and the Corporations Act, and the accounting policies of Basper. The Financial Information and accompanying commentary presented in this Section has also been disclosed with consideration to regulatory guidance issued by ASIC.

The Financial Information is presented in abbreviated form and does not contain all the disclosures, statements or comparative information required by Australian Accounting Standards applicable to annual reports prepared in accordance with the Corporations Act.

In preparing the Financial Information, the accounting policies of Basper and DirectMoney have been applied consistently throughout the periods presented. The significant accounting policies of Basper and DirectMoney relevant to the Financial Information are set out within this Section 8.

The Directors have considered ASIC Regulatory Guide 170, and having regard to the requirements of this Regulatory Guide, note that DirectMoney commenced lending in October 2014 and whilst in the current growth phase any prospective financial information would contain a broad range of potential outcomes and possibilities such that the Directors have concluded the Combined Group cannot include prospective financial information in this Prospectus.

8.2.2. Preparation of Historical Financial Information

The Historical Financial Information of DirectMoney has been extracted from the statutory financial statements of DirectMoney Pty Ltd for the six month period ended 31 December 2014. The statutory financial statements of DirectMoney Pty Ltd have been reviewed by BDO East Coast Partnership, who have issued an unqualified review opinion in respect of these financial statements.

8.2.3. Preparation of Pro Forma Historical Financial Information

The Pro Forma Historical Financial Information has been prepared for the purposes of inclusion in this Prospectus, and has been extracted from the individual statutory financial statements of DirectMoney Pty Ltd and Basper Limited for the six month period ended 31 December 2014, with adjustments applied to reflect the impact of the Acquisition and the capital structure that will be in place following Completion of the Offer. The statutory financial statements of Basper Limited for the six month period ended 31 December 2014 have been reviewed by RSM Bird Cameron Partners, who have issued an unqualified review opinion with an emphasis of matter paragraph regarding the fact there is a material uncertainty regarding the ability for the company to continue as a going concern in the event the Acquisition and Offer do not proceed. Refer to Section 8.6 for a reconciliation between the Pro Forma Historical Financial Information and the statutory equivalent financial information.

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The Directors of Basper and DirectMoney consider the Acquisition results in a reverse acquisition of Basper by DirectMoney. A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes.

In order for the transaction to be accounted for under AASB 3 Business Combinations (“ AASB 3 ”), the legal acquirer must meet the definition of a business. A business under AASB 3 is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. The Directors of Basper and DirectMoney have concluded that Basper does not meet the definition of a business as prescribed in AASB 3 and as such, it has been deemed that the Acquisition cannot be accounted for in accordance with the guidance set out in AASB 3.

Therefore, consistent with the accepted practice for transactions similar in nature to the Acquisition, the Directors of Basper and DirectMoney intend to account for the Acquisition in the consolidated financial statements of the legal acquirer (Basper) as a continuation of the financial statements of the legal acquiree (DirectMoney), together with a share based payment measured in accordance with AASB 2 Share Based Payments, which represents a deemed issue of shares by the legal acquiree (DirectMoney), equivalent to the current shareholders’ interest in Basper following the Acquisition. The excess of the assessed value of the share based payment over the net assets of Basper is expensed to the Statement of Profit or Loss and Other Comprehensive Income as a listing fee.

In relation to the potential carry forward tax losses of the Combined Group, we note as follows:

Tax losses of Basper Limited may be available to the Combined Group following Completion of the Acquisition and Offer. The utilisation of the tax losses is subject to Basper Limited satisfying the relevant loss utilisation tests (the continuity of ownership test and the same business test) following the Acquisition and Offer (which will be subject to a separate exercise following the Acquisition and Offer); and
Tax losses of DirectMoney Pty Ltd may be available to the Combined Group following Completion of the Acquisition and Offer. The utilisation of the tax losses is subject to the satisfaction of the tests noted above (which will also be subject to a separate exercise following the Acquisition and Offer). The tax losses of DirectMoney Pty Ltd will be subject to a statutory fraction that will delay the utilisation of these tax losses by the Combined Group.
8.2.4. Explanation of certain non-IFRS and other financial measures

DirectMoney uses certain measures to manage and report on its business that are not recognised under Australian Accounting Standards. These measures are referred to as ‘nonIFRS financial measures’. Non-IFRS financial measures are intended to supplement the measures calculated in accordance with the Australian Accounting Standards and not as a substitute for those measures. As non-IFRS financial measures are not defined by the recognised body of accounting standards, they do not have a prescribed meaning and the way that DirectMoney calculates them may be different to the way that other companies calculate similarly titled measures. Readers should therefore not place undue reliance on non-IFRS financial information.

In the disclosures in this Prospectus, DirectMoney uses the following non-IFRS measures of performance to assist prospective investors with understanding the trends in financial performance and profitability.

EBITDA is earnings before interest, tax, depreciation and amortisation expenses; and
EBIT is earnings before interest and tax expenses.

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8.3 Historical Statement of Profit or Loss and Other Comprehensive Income

Set out below is a summary of DirectMoney's historical consolidated Statement of Profit or Loss and Other Comprehensive Income for H1 FY2015.

Table 2: Historical Statement of Profit or Loss and Other Comprehensive Income


$000’s	H1 FY2015A Reviewed
Sales 71 Employee benefits expense (300) Marketing expenses (212) Legal expenses (215) Administrative expenses (1,399)
EBITDA (2,057) Depreciation and amortisation expenses -
EBIT (2,057) Net finance costs (25)
Net profit before tax (2,081) Taxation expense -
Net profit after tax (2,081)

8.4 Historical Statement of Cash Flows

Set out below is a summary of DirectMoney’s Historical Statement of Cash Flows for H1 FY2015:

Table 3: Historical Statement of Cash Flows


$000’s	H1 FY2015A Reviewed
Cash flows from operating activities Repayments from Customers 101 Payments to suppliers and employees (789) Loans to customers (3,777) Interest received 4 Interest and other finance costspaid (17)
Net cash flow from operating activities (4,478) Cash flows from investing activities
Net cash flow from investing activities - Cash flows from financing activities Proceeds from issue of shares 785 Proceeds from issue of convertible notes 1,925 Proceeds from borrowings 2,000 Repayment of borrowings (10) Dividendspaid -
Net cash flow from financing activities 4,700
Net cash flow 222

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8.5 Management Discussion and Analysis on Historical Financial Information

The management discussion and analysis ( MD&A ) below relates to the Historical Statement of Profit or Loss and Other Comprehensive Income and historical Statement of Cash Flows and should be read in conjunction with the description of the basis upon which the information has been prepared.

The MD&A provides a brief discussion of the main factors which affected DirectMoney’s operating and financial performance during H1 FY2015. The factors described below are a summary only and do not represent everything that affected DirectMoney’s historical financial performance. The information in this Section should also be read in conjunction with the risk factors set out in Section 6 and other information contained in this Prospectus.

8.5.1. H1 FY2015

DirectMoney’s financial results for the six month period to 31 December 2014 (refer Tables 2 and 3) reflect those of a business in the early stages of its lifecycle. DirectMoney commenced lending operations in October 2014 and in this period the Directors of DirectMoney were successful in lending approximately $6.0 million to customers.

Revenue

DirectMoney’s revenue consists of interest payments and establishment fees earned on loans made to personal loan customers, amortised over the life of each loan. Revenue is linked directly to the size of the DirectMoney Loan Warehouse, which has been growing since DirectMoney began lending in October 2014.

Expenses

DirectMoney’s expenses comprise loan origination, processing and approval costs in addition to staff costs, information technology, rent, insurance, advisory expenses (legal, tax, compliance), bad debts and other items.

EBITDA

DirectMoney’s negative EBITDA is a function of the fact DirectMoney is in the early stages of its lifecycle and has focussed on building its Loan Warehouse and growing its customer base.

Operating cash flows

DirectMoney’s negative operating cash flow reflects its lending activities and the operating expenses in the period. The net cash flow of DirectMoney for the period is positive reflecting financing activities generating more cash than was spent in operations.

Capital expenditure

DirectMoney’s online business model generally does not require large amounts of spending on physical assets or PPE.

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8.6 Pro Forma historical Statement of Financial Position

8.6.1. Overview

Set out in the table below are the adjustments that have been made to the reviewed statement of financial position of Basper as at 31 December 2014 and the reviewed statement of financial position of DirectMoney as at 31 December 2014 in order to present the Pro Forma historical consolidated Statement of Financial Position of the Combined Group as at 31 December 2014.

The adjustments include the impact of the change in capital structure that will be in place immediately following the Acquisition and Completion of the Offer, as if the Acquisition and the Offer had occurred as at 31 December 2014. These adjustments include assumptions relating to matters that are known as at the date of the Prospectus.

Table 4: Pro Forma historical Statement of Financial Position as at 31 December 2014

					Pro	forma adjustments	forma adjustments	forma adjustments
$000’s	Basper Reviewed	DirectMoney Reviewed	Subsequent events	Reverse acquisition accounting(i)	Interest bearing liabilities(ii)	Convertible notes(iii)	Offer proceeds(iv)	Acquisition / Offer costs(v)	Pro Forma
Current Assets Cash and cash equivalents 68 563 Trade and other receivables 31 55 Loan receivables - 610 Prepayments - 19			2,600 - - -	- - - -	(2,000) - - -	- - - -	15,000 (1,560) - - - - - -		14,672 86 610 19
Total current assets 99 1,247 Non-current assets Property, plant and equipment - 4 Loan receivables - 2,510 Deferred tax asset - -			2,600 - - -	- - - -	(2,000) - - -	- - - -	15,000 (1,560) - - - - - -		15,386 4 2,510 -
Total non-current assets - 2,514			-	-	-	-	- -		2,514
Total assets 99 3,762 Current liabilities Trade and other payables (116) (189) Interest bearing liabilities - (2,000) Convertible notes - (2,005)			2,600 - - (500)	- - - -	(2,000) - 2,000 -	- - - 2,505	15,000 (1,560) - - - - - -		17,901 (305) - -
Total current liabilities (116) (4,194)			(500)	-	2,000	2,505	- -		(305)
Net assets (17) (433)			2,100	-	-	2,505	15,000 (1,560)		17,595
Equity Share capital 3,600 4,007 Retained earnings (3,617) (4,439)			2,100 -	(1,600) 1,600	- -	2,505 -	15,000 (1,194) - (365)		24,417 (6,822)
Total equity (17) (433)			2,100	-	-	2,505	15,000 (1,560)		17,595

Notes:

As noted in Section 12.8 (d), the LAF Parties have agreed with DirectMoney that they will waive their entitlement to exercise their respective share options in DirectMoney in return for the LAF Parties being issued with approximately 3.8 million shares in the Company as soon as reasonably practicable following the Completion Date. The issue of these shares has no financial impact on the Pro Forma Statement of Financial Position as at 31 December 2014.

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8.6.2. Subsequent Events

In the period since 31 December 2014 DirectMoney has entered into the following transactions:

issue of an additional $2.1 million of fully paid ordinary share capital; and
issue of an additional $0.5 million of convertible notes.

The effects of these transactions are collectively disclosed as Subsequent Events within the Pro Forma historical Statement of Financial Position as at 31 December 2014.

8.6.3. Pro Forma Adjustments

Note i – Reverse acquisition accounting

The proposed acquisition of DirectMoney by Basper is deemed to be a reverse acquisition as the substance of the transaction is such that the existing shareholders of DirectMoney will obtain control of Basper. However, Basper is not considered to meet the definition of a business under AASB 3 and as such, it has been concluded that the Acquisition cannot be accounted for in accordance with the guidance set out in AASB 3. Therefore, consistent with the accepted practice for transactions similar in nature to the Acquisition, the Directors intend to account for the Acquisition in the consolidated financial statements of Basper as a continuation of the financial statements of DirectMoney, together with a share based payment measured in accordance with AASB 2. The excess of the assessed value of the share based payment over the net assets of Basper is expensed to the Statement of Profit or Loss and Other Comprehensive Income as a listing fee.

Basper will issue a maximum of 195,800,000 ordinary shares to DirectMoney shareholders and 3,809,932 ordinary shares to LAF Parties who own share options in DirectMoney who, as a result, will collectively own approximately a maximum of 95.2% of the combined entity at settlement of the Acquisition immediately prior to the Offer. The remaining 4.8% will be owned by the current shareholders of Basper.

As there is no current market for DirectMoney shares, the fair value of 100% of Basper is assessed as $2,000,089 based on 10,000,443 post-consolidation Basper shares on issue immediately prior to the Acquisition, at an issue price of $0.20 per Share.

Consequently, a listing expense of $2,017,202 is expensed to the Statement of Profit or Loss and Other Comprehensive Income which represents the excess of the deemed fair value of the share based payment less the net liabilities of Basper of $17,113 as at 31 December 2014, immediately prior to settlement of the acquisition, as set out below.

Table 5: Share based payment calculation


$000’s	31 December 2014
Cash and cash equivalents 68 Trade and other receivables 31 Trade and otherpayables (116)
Net liabilities of Basper acquired on reverse acquisition (17) Assessed fair value of assets acquired:
- Post consolidation Basper shares on issue (#) 10,000,443 - Post-consolidation Basper valueper share under the Prospectus $0.20
Deemed fair value of share based payment, assessed in accordance with AASB 2 2,000
Listing expense recognised on reverse acquisition 2,017

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The $1.6 million adjustment to share capital as a result of the reverse acquisition relates to the removal of the existing share capital in Basper ($3.6 million) and replaced by the deemed fair value of the share based payment (refer Table 5 above). Similarly, the $1.6 million adjustment to retained earnings relates to the removal of the existing retained losses in Basper ($3.6 million) offset to some extent by the recognition of the listing expense on reverse acquisition (refer Table 5 above).

Note ii – Interest bearing liabilities

DirectMoney has agreed with the secured noteholder to repay the interest bearing liabilities of $2.0 million in conjunction with the Offer (and no later than 15 June 2015).

Note iii – Convertible notes

The convertible notes, together with any interest accrued, will convert into ordinary share capital at a deemed issue price of $0.20 per Share in conjunction with the Offer.

Notes iv and v – Offer proceeds and Acquisition / Offer Costs

The Offer is expected to raise $15.0 million before payment of Acquisition / Offer costs, which are expected to total approximately $1.6 million. Of these costs, $1.2 million is recorded against share capital and $0.4 million is recorded against retained earnings based on the nature of the expense and whether they are considered directly attributable to either the Offer or the Acquisition.

8.7 Debt Facilities

As at the date of the Acquisition and immediately thereafter the Combined Group has not entered into any bank debt arrangements or other financing arrangements with third parties.

8.8 Lease Commitments

As at the date of the Acquisition and immediately thereafter the Combined Group has two leases in place relating to the rental of office space on Levels 6 and 8 at 58 Pitt St, Sydney. The current lease agreements expire in July 2016 and the associated lease commitments are summarised in the table below.

Table 6: Lease commitments as at 31 December 2014

$000’s	31 December 2014
No later than oneyear 107
Later than oneyear and not later than fiveyears 69
Later than fiveyears -
Total 176

8.9 Liquidity and Capital Resources

The Combined Group will apply the proceeds of the Transaction to fund the origination of personal loans into the Loan Warehouse and to provide working capital to fund operations (in addition to meeting the costs of the Offer). The Combined Group expects to recycle capital from the sale of seasoned loans from the Loan Warehouse to the DirectMoney Personal Loan Fund and other vehicles.

8.10 Dividend Policy

The combined group does not expect to pay a dividend in the first year following the Acquisition.

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Future dividend policy shall be set by the Combined Group’s Board consistent with the business objectives, opportunities for investment and market conditions at that time. The ability of the Combined Group to pay any dividend in the future is dependent upon many factors including future profitability. The Directors are therefore unable to give any assurance regarding the payment of dividends in the future, if at all.

8.11 Significant Accounting Policies

The financial information has been prepared on a going concern basis. The directors have noted that the ability of the entity to continue as a going concern is dependent on the following:

The success of the listing in 30 June 2015;
The continued support of the principal investor;
The success of the new retail personal loan fund in selling units; and
The success of the unlisted investment company in selling shares.

Since 31 December 2014, DirectMoney has had additional funding through the issue of ordinary shares totalling $2.1 million and convertible notes of $500,000.

The financial information has been prepared in accordance with the significant accounting policies disclosed below, which the directors have determined are appropriate to meet the requirements of the prospectus. Such accounting policies are consistent with the previous period unless stated otherwise.

The financial information has been prepared on an accruals basis and is based on historical costs unless otherwise stated in the notes. The accounting policies that have been adopted in the preparation of the financial information are as follows:

8.11.1. Income Tax

The income tax expense (revenue) for the year comprises current income tax expense (income). DirectMoney does not recognise deferred tax assets or liabilities. Tax assets are only recognised when it is probable that future profits will be generated to utilise such tax losses.

Current income tax expense (revenue) charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

8.11.2. Property, plant and equipment

All property, plant and equipment except for freehold land and buildings are initially measured at cost and are depreciated over their useful lives on a straight-line basis. Depreciation commences from the time the asset is available for its intended use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The useful lives used for each class of depreciable asset are as follows:

Class of Asset	Useful Life
Plant and equipment	5-20 years
Leased plant and equipment	10 years

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The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount. Freehold land and buildings are carried at their recoverable amounts, based on periodic, but at least triennial, valuations by the directors. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have not been discounted in determining recoverable amounts.

8.11.3. Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses in the periods in which they are incurred on a straight line basis.

8.11.4. Financial Instruments

(i) Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that DirectMoney commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are recognised as expenses in profit or loss immediately.

(ii) Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between the initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expenses item in profit or loss.

DirectMoney does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments.

a. Financial assets at fair value through profit or loss

Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

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b. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

c. Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

(iii) Impairment

At the end of each reporting period, DirectMoney assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred which has an impact on the estimated future cash flows of the financial asset(s).

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty; default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, DirectMoney recognises the impairment for such financial assets by taking into account he original terms as if the terms have not been renegotiated so that the loss events have occurred are duly considered.

(iv) Derecognition

Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value or consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

8.11.5. Trade and Other Receivables

Trade receivables are recognised initially at cost and are subsequently measured at cost less any provision for impairment.

At the end of each reporting period, the carrying amounts of trade and other receivables are reviewed to determine whether there is any objective evidence that the amounts are not recoverable. A provision for impairment is established when there is objective evidence that DirectMoney will not be able to collect all amounts due according to the original terms of the receivables.

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8.11.6. Impairment of Assets

At the end of each reporting period, property, plant, and equipment, intangible assets and investments are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and the present value of the asset’s future cash flows discounted at the expected rate of return. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss.

8.11.7. Provisions

Provision is made for DirectMoney’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits have been measured at the nominal amounts expected to be paid when the liability is settled, plus any related on-costs. Annual leave has been recognised within the provision liability. Considering all employees’ years of service at reporting date is less than five years, long service leave has not been recognised in the provision liability.

8.11.8. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position.

8.11.9. Revenue and Other Income

Revenue is measured at the value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. For this purpose, deferred consideration is not discounted to present values when recognising revenue.

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

The loan establishment fees are deferred and recognised as an adjustment to the effective interest rate as these fees are an integral part of generating an involvement with the resulting financial instrument.

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

8.11.10. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the Statement of Financial Position.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows.

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8.11.11. Trade and Other Payables

Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by DirectMoney during the reporting period, which remain unpaid. The balance is recognised as a current liability at their transaction price. They are subject to normal credit terms (30-60 days) and do not bear interest.

8.11.12. Contributed Equity

Ordinary shares are recognised as equity at the amount paid up per ordinary share, net of directly attributable issue costs.

8.11.13. Functional and Presentation Currency

The functional and presentation currency of the financial information is in Australian dollars.

8.11.14. Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial information based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within DirectMoney.

(i) Key Estimates

There are no estimations factored into the financial information.

(ii) Key Judgments

a. Write-off and impairment of loan receivables

DirectMoney’s experienced collections officer has performed a loan-by-loan assessment of all loan receivables at reporting date.

The collections officer’s judgment, supported by detailed case notes outlining interactions with the delinquent borrowers, deemed part of the loan receivables as unrecoverable. An appropriate bad debt expense was raised to reflect this write off.

Further, after a review of case notes, the collections officer raised an impairment of loan receivables for those loans aged more than 60 days.

b. Employee benefits

For the purpose of measurement, AASB 119: Employee Benefits defines obligation for short-term employee benefits as obligations expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service. As DirectMoney expects that all of its employees would use all of their annual leave entitlements earned during a reporting period before 12 months after the end of the reporting period, the directors consider that obligations for annual leave entitlements satisfy the definition of short-term employee benefits and therefore, can be measured at the (undiscounted) amounts expected to be paid to employees when the obligations are settled.

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9 INVESTIGATING ACCOUNTANTS REPORT

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Tel: +61 3 9603 1700 Level 14, 140 William St Fax: +61 3 9602 3870 Melbourne VIC 3000 www.bdo.com.au GPO Box 5099 Melbourne VIC 3001 Australia

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The Directors Basper Limited (to be renamed DirectMoney Limited) Suite 25 145 Stirling Highway Nedlands WA 6009 Australia

26 May 2015

Dear Directors

INVESTIGATING ACCOUNTANT’S REPORT

Introduction

BDO East Coast Partnership (BDO) has been engaged by Basper Limited (to be renamed DirectMoney Limited) (the Company) to prepare this Investigating Accountant's Report (Report) in relation to certain financial information of the Company in connection with the Company’s proposed acquisition of 100% of the issued share capital of DirectMoney Pty Ltd (DMPL), the issue of fully paid ordinary shares in the Company to raise a maximum of $15.0 million and re-listing of the Company on the Australian Securities Exchange, for inclusion in a prospectus proposed to be issued on or about 26 May 2015 (Prospectus).

Unless stated otherwise in this Report, expressions defined in the Prospectus have the same meaning in this Report.

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the financial information to which it relates for any purpose other than that for which it was prepared.

Scope

You have requested BDO to perform a limited assurance engagement in relation to the pro forma historical information described below and disclosed in the Prospectus.

The pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Pro Forma Historical Financial Information

You have requested BDO to review the following pro forma historical financial information (the “Pro Forma Historical Financial Information”) included in the Prospectus:

the pro forma historical Statement of Financial Position as at 31 December 2014.

The Pro Forma Historical Financial Information has been derived from the historical financial information of the Company and DMPL, after adjusting for the effects of pro forma adjustments

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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described in section 8.6 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in section 8.2 of the Prospectus, as if those event(s) or transaction(s) had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company or DMPL’s actual or prospective financial position, financial performance, and/or cash flows.

The Pro Forma Historical Financial Information has been compiled by the Company to illustrate the impact of the event(s) or transaction(s) described in Section 8.6 of the Prospectus on the Company’s financial position as at 31 December 2014. As part of this process, information about the Company and DMPL’s financial position has been extracted by the Company from the Company and DMPL’s financial statements for the six month period ended 31 December 2014.

The financial statements of the Company for the six month period ended 31 December 2014 were reviewed by RSM Bird Cameron Partners in accordance with the Australian Auditing Standards. RSM Bird Cameron issued an unqualified review opinion in respect of these financial statements, with an emphasis of matter paragraph regarding the fact there is a material uncertainty regarding the ability for the Company to continue as a going concern in the event the Acquisition and Offer do not proceed. The financial statements of DMPL for the six month period ended 31 December 2014 were reviewed by BDO in accordance with the Australian Auditing Standards, who have issued an unqualified review opinion in respect of these financial statements.

Directors’ Responsibility

The directors of the Company are responsible for the preparation and presentation of the Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the historical financial information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of Pro Forma Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Our Responsibility

Our responsibility is to express limited assurance conclusions on the Pro Forma Historical Financial Information, based on our limited assurance engagement. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information .

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or limited assurance reports on any financial information used as a source of the financial information.

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Conclusions

Pro F orma Histo r ical Financi a l informati o n

Base d on our lim i ted assuran c e engagem e nt, which i s not an audit, nothing h as come to our attention that c auses us to believe tha t the Pro Fo r ma Historical Financial Information, as describ e d in sectio n 8.6 of the Prosp e ctus, comprising:

 the pro f o rma historical Stateme n t of Financial Position a s at 31 Dec e mber 2014 ; is no t presented f airly, in all material re s pects, in a c cordance with the stat e d basis of p r eparation, a s desc r ibed in sections 8.2 and 8.6 of the P rospectus.

SUBSEQUENT EVENTS

Apar t from the m atters deal t with in thi s Report, an d having reg a rd to the s c ope of this R eport and t he infor m ation prov i ded by the D irectors, t o the best o f our knowle d ge and belief no material transacti o n or e v ent outside of the ordin a ry business of the Com p any and D M PL not desc r ibed in the Prospectus, has c ome to our a ttention th a t would re q uire comm e nt on, or adjustment to, the information referr e d to in our Report o r that would cause suc h informatio n to be misl e ading or d e ceptive.

INDEPENDENCE

BDO i s a membe r of BDO Int e rnational Lt d . BDO doe s not have any interest in the outco m e of the prop o sed acquisi t ion other t h an in connection with t h e preparation of this R e port and p a rticipation in due d iligence pr o cedures, fo r which prof e ssional fee s will be rec e ived.

GENERAL ADVICE WARNING

This R eport has b een prepar e d, and incl u ded in the P rospectus, t o provide i n vestors wit h general infor m ation only and does n o t take into a ccount the objectives, f inancial sit u ation or ne e ds of any specific investor. It is not in t ended to b e a substitute for profes s ional advic e and poten t ial investor s shou l d not make specific inv e stment dec i sions in reliance on the informatio n contained in this Repo r t. Befo r e acting or relying on a n y informati o n, potenti a l investors should consi d er whether it is appr o priate for their objecti v es, financi a l situation o r needs.

With o ut modifyi n g our concl u sions, we d r aw attenti o n to the Prospectus, which describ e s the purpo s e of th e financial i n formation, being for in c lusion in the Prospectu s . As a resul t , the finan c ial informa t ion may n ot be suita b le for use for another p urpose.

BDO h as consent e d to the in c lusion of th i s Report in t he Prospec t us in the fo r m and context in whic h it is in c luded. At t h e date of t h is Report t h is consent h as not been withdrawn. However, B DO has not auth o rised the is s ue of the P r ospectus. A ccordingly, BDO makes no represe n tation regarding, and t a kes no r e sponsibility for, any other statements or material in or omi s sions from t he Prospectus.

Your s faithfully

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Greg Ellis Part n er

10 TAXATION REPORT

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Tel: +61 3 9603 1700 Fax: +61 3 9602 3870 Level 14, 140 William St www.bdo.com.au Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia

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The Directors Basper Limited (to be renamed DirectMoney Limited) Suite 25 145 Stirling Hwy NEDLANDS WA 6009

26 May 2015

Dear Sirs

AUSTRALIAN TAXATION REPORT

We have been requested by the Directors of Basper Limited (to be renamed DirectMoney Limited) (“ Basper ”) to prepare an Australian taxation report to be included in a Prospectus dated 26 May 2015 (the “ Prospectus ”).

Under this Prospectus, Basper is seeking to raise up to $15,000,000 (less costs) through an offer to subscribe for 75,000,000 ordinary shares at an offer price of $0.20 per share.

This report provides a general summary of Australian tax issues for Australian tax resident investors who acquire shares in Basper pursuant to this Prospectus. The categories of investors considered in this report are limited to individuals, companies (other than life insurance companies), trusts, partnerships and complying superannuation entities that hold shares on capital account.

This report does not consider the consequences for non-Australian tax resident investors, banks, insurance companies, investors exempt from Australian tax, or investors who hold their shares on revenue account. It also does not consider the consequences for investors who are subject to Division 230 of the Income Tax Assessment Act 1997 (the Taxation of Financial Arrangements regime) and have made fair value or financial reports elections.

This report has been drafted on the basis of Australian income tax legislation and interpretations of that legislation at the date of this report. It does not take into account the tax law of countries other than Australia.

This report is general in nature and is not intended to be an authoritative or complete statement of the applicable law.

Investors should seek independent professional advice on the implications of ownership or disposal of the shares, taking into account their specific circumstances.

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1. Taxation treatment of dividends

The shares to be issued by Basper to investors should be treated as “equity interests” for Australian tax purposes. Any profits returned by Basper to the investors in respect of the shares should be treated as dividends for Australian taxation purposes.

Dividends received by Australian investors will constitute assessable income.

Individuals and complying superannuation entities

Australian tax resident investors who are individuals or complying superannuation entities should include the dividend in assessable income in the year in which the dividend is paid, together with any franking credit attached to that dividend. The franking credit is generally available as an offset against the investor’s tax liability (subject to the investor being a “qualified person” – refer further comments below). Where the tax offset exceeds the tax payable on the investor’s taxable income, investors should be entitled to a refund.

Where a dividend is unfranked, investors will generally be liable for tax at their applicable marginal tax rate. No tax offset is available.

Corporate investors

Australian tax resident corporate investors should also include the dividend received (and attached franking credit) in their assessable income. A tax offset is available (up to the amount of the franking credit). Excess franking credits received do not give rise to a refund of tax but may be able to be converted into tax losses.

Such investors should also be entitled to a credit in their own franking account (to the extent of the franking credit received) that can in turn be passed back to their own shareholders on the payment of dividends.

The receipt of unfranked dividends will be subject to tax at the general company tax rate (30%).

Trusts and partnerships

Investors who are trustees (other than trustees of complying superannuation entities) or partnerships should include the franking credit in determining the net income of the trust or partnership. The relevant beneficiary or partner may be entitled to a tax offset equal to the beneficiary’s or partner’s share of the franking credit received by the trust or partnership.

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“At risk” holding of shares

The abovestated benefit of franking credits can be denied where an investor is not a “qualified person” in which case the investor will not be able to include an amount for the franking credit in their assessable income and will not be entitled to a tax offset.

Broadly, to be a qualified person, an investor must satisfy the holding period rule, and, if necessary, the related payments rule.

The holding period rule requires an investor to hold the shares “at risk” for more than 45 days continuously (from the day after the investor acquires the shares to the 45[th] day after the shares become ex-dividend). Any day on which an investor has a materially diminished risk or loss of opportunity for gain (through transactions such as granting options or warrants over the shares, or entering into a disposal contract) will not be counted as a day on which the investor held the shares “at risk”. The holding period rule is subject to certain exceptions (including where the total franking offsets for an individual in an income year is less than $5,000). Specific rules apply to trusts and beneficiaries.

Under the related payments rule, a different testing period applies where an investor has made, or is under an obligation to make, a “related payment” in relation to a dividend (broadly involving the benefit of the dividend being passed on to another party). The related payment rule requires the investor to have held the shares at risk for a period commencing on the 45[th] day before, and ending on the 45[th] day after, the day the shares become ex-dividend.

Investors should obtain their own tax advice to determine if these requirements have been satisfied.

2. Taxation treatment of disposal of shares

The disposal of shares by investors will be a capital gains tax (“ CGT ”) event.

A capital gain will arise if the capital proceeds on the disposal of the shares are greater than the cost base of the shares (broadly, the amount paid to acquire the shares plus any transaction costs).

A CGT discount may be applied in relation to the net capital gain where the investor is an individual, complying superannuation entity or trustee; the shares have been held for at least 12 months; and certain other conditions are satisfied. Where the CGT discount applies, any capital gain arising to individuals and entities acting as trustees (other than a complying superannuation entity) may be reduced by 50% (after offsetting current year and prior year capital losses). For a complying superannuation entity, any capital gain may be reduced by 33⅓% (after offsetting current year and prior year capital losses).

Corporate investors are not entitled to any CGT discount and are generally taxed at 30% on capital gains they derive.

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Where the capital proceeds on the disposal are less than the reduced cost base of the shares, a capital loss will arise. Capital losses can generally only be applied against capital gains realised by the investor in the same income year (or future income years subject to certain loss recoupment tests being satisfied). Capital losses cannot be offset against other assessable income.

3. Tax file number (“TFN”) and Australian Business Number (“ABN”)

Investors who do not quote their TFN or ABN will automatically be subject to a withholding tax (at the highest marginal tax rate) on any unfranked dividend paid to them by Basper. The highest marginal tax rate (including the Medicare levy and the Temporary Budget Repair levy) is currently 49%.

Basper is required to withhold and remit such tax until the time that the TFN or ABN is supplied by the investor. The amount withheld by Basper in these circumstances should be available as a credit against the investor’s tax liability.

4. Indirect taxes

Investors should not be liable for stamp duty in respect of their investment in shares. Further, under current legislation, no stamp duty should be payable in the event of a subsequent transfer of shares.

Investors should not be liable for GST in respect of their investment in shares. Investors may not be entitled to claim full input tax credits in respect of GST paid on costs incurred in connection with the acquisition of shares.

Investors should seek independent professional advice on the indirect tax implications of holding and disposing of the shares, taking into account their specific circumstances.

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Disclaimer

This taxation report does not constitute “financial product advice” under the Corporations Act 2001 as BDO East Coast Partnership is not licensed to provide financial product advice under the Corporations Act 2001 .

This report has been prepared for general circulation and does not take into account the financial situation, objectives or needs of any investor. Therefore, any investor should, before acting on this Prospectus, consider seeking advice from a person who is licensed to provide financial product advice under the Corporations Act 2001 .

Yours faithfully BDO East Coast Partnership

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Jason de Boer Tax Partner

11 MATERIAL CONTRACTS

The Directors consider that the material contracts summarised below and elsewhere in this Prospectus are the contracts which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of the Offer.

11.1 Share Sale Agreement

On 24 March 2015, the Company announced that it had entered into a Share Sale Agreement with the Vendors to acquire 100% of the issued share capital in DirectMoney, an unlisted Australian company.

(a) Conditions Precedent

Completion of the Acquisition pursuant to the Share Sale Agreement is conditional on the satisfaction or waiver of the summarised in section 4.5 of this Prospectus.

These conditions must be satisfied or waived by no later than 31 July 2015 (or any other date agreed in writing between the Company and the Vendors).

(b) Completion Date

Completion of the Acquisition will take place on the day that is 2 Business Days after satisfaction or waiver of the Conditions Precedent or such other date as the Vendors and the Company agree.

(c) Consideration

In exchange for the Company acquiring 100% of the issued shares in DirectMoney, the Company will issue Shares to the Vendors by way of consideration ( Vendor Consideration Shares ), in proportion to their shareholding in DirectMoney.

For the purpose of calculating the consideration:

(i) existing Shares will be valued at $0.20 per Share; and
(ii) the number of Vendor Consideration Shares to be issued to the Vendors will be calculated based on a purchase price for the DirectMoney shares of $39,160,000 on a fully diluted basis.

(d) Changes to the Company’s Board

Under the Agreement, the Company must procure that the Board will take all actions necessary to ensure that at the Meeting and with effect from Completion:

(i) Stephen Porges is appointed as a director of the Company, holding the title of Chairman of the Company;
(ii) Campbell McComb will remain as a director of the Company, holding the title of executive director of the Company;
(iii) one additional nominee of the Vendors is appointed as a non-executive director of the Company (provided that such person has been nominated in writing by the Vendors not less than 14 days prior to the sending of the Shareholder Booklet). Craig Swanger is the nominee of the Vendors; and
(iv) all other directors of the Company resign.

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(e) Escrow Restrictions

Under the Share Sale Agreement, the Company and the Vendors agree that the Vendor Consideration Shares may be subject to escrow restrictions in accordance with Chapter 9 of the Listing Rules.

(f) Other terms

The Share Sale Agreement also contains other usual terms and conditions, including representations and warranties from each party. Claims on the representations and warranties are subject to certain financial, time and other limits which have been negotiated by the parties.

11.2 Underwriting Agreement

Bell Potter Securities and the Company have entered into an Underwriting Agreement under which the Underwriter has agreed to underwrite the Minimum Subscription of the Capital Raising, being the subscription for 50,000,000 Shares at $0.20 to raise a minimum of $10 million (before costs), to the extent that there is a shortfall in subscriptions to raise this minimum amount.

Both the Company and the Underwriter have agreed to use all reasonable endeavours to procure that the number of Applications received will be sufficient to enable the Company to satisfy the condition in condition 7 of ASX Listing Rule 1.1 for the Shares to be reinstated to quotation on the ASX, namely that there be the required minimum number of Shareholders holding a marketable parcel of Shares.

The Company must pay the Underwriter a management and underwriting fee equal to 2.5% (excluding GST) of the gross proceeds of the Capital Raising, payable within 7 business days after completion of the Capital Raising. The Company has also agreed to reimburse the Underwriter certain agreed costs and expenses reasonably incurred by the Underwriter in relation to the Capital Raising, including legal expenses estimated to be no more than $20,000 (plus GST and disbursements).

The Underwriter may terminate the Underwriting Agreement on certain grounds as set out in the Underwriting Agreement, including but not limited to where:

a consent necessary for the issue of the Prospectus is withdrawn;
the Company materially breaches the Underwriting Agreement and fails to remedy the breach;
there is a material change to the Company, DirectMoney or any subsidiary or to the industry in which the Company, DirectMoney or the subsidiary operates;
either of the All Ordinaries Index or the S&P/ASX Small Ordinaries Index close 10% or more below their respective levels as at the close of trading immediately preceding the date of the Underwriting Agreement for 3 or more consecutive Business Days;
there is an outbreak of war which in the reasonable opinion of the Underwriter is likely to have a material adverse effect on the Offer; or
a senior manager of the Company or DirectMoney resigns or is removed from office or is charged with or convicted of a criminal offence or becomes bankrupt, or steps are taken to achieve such an outcome.

The Company has also provided representations and warranties to Bell Potter Securities that are customary for these types of arrangements, including about the Company, the Prospectus and the Capital Raising.

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The Company has agreed to indemnify the Underwriter and its related bodies corporate and their respective directors, officers, employees, affiliates and agents (each an “Indemnified Party”) on an after-tax basis, against any claim, loss, liability, cost and expense (including reasonable legal cost on a solicitor and own client basis) to which such Indemnified Party may sustain or incur in connection with the Capital Raising, including but not limited to losses incurred directly or indirectly as a result of:

the engagement of the Underwriter pursuant to the Underwriting Agreement;
a defect in the Prospectus, any document accompanying the Prospectus, and public or media announcements by the Company in relation to the Capital Raising or any roadshow presentation or investor education materials produced in connection with the Capital Raising;
the Company failing to perform or observe any of its obligations under the Underwriting Agreement, including, but without limitation, breaching an undertaking, representation or warranty;
any non-compliance by the Company or its officers or employees with any applicable law, regulation or rule, including the Corporations Act and the Listing Rules, in relation to the Capital Raising; or
any investigations, inquiries, legal proceedings or review of the Prospectus undertaken by ASIC, ASX or any other regulatory body.

The indemnity does not apply to the extent that any claim, loss, liability or expense arises from wilful misconduct, negligence, breach of contract, fraud or breach of law by the indemnified party.

11.3 Lead Manager Mandate

The Company has entered into a mandate agreement with Bell Potter Securities dated 24 April 2015 pursuant to which the Company appointed Bell Potter Securities as the sole lead manager to the Capital Raising.

Under the terms of the mandate agreement, the Company has agreed to pay Bell Potter Securities a selling fee of 2.5% (excluding GST) of the gross proceeds of the Capital Raising, payable within 7 days after completion of the Capital Raising. In addition, the Company must reimburse Bell Potter Securities for any out of pocket expenses reasonably incurred by it, including legal expenses estimated to be no more than $20,000.

Under the mandate agreement, the Company agrees to provide Bell Potter Securities with an indemnity similar to that described above in relation to the Underwriting Agreement.

The Company has also provided representations and warranties to Bell Potter Securities that are customary for these types of arrangements, including about the Company and the Capital Raising.

11.4 Arrangements with LAF Parties

As referred to in Section 12.8(d), Liberum Alternative Finance (and its directors Simon Atkinson and Cormac Leech) ( LAF Parties ) and DirectMoney entered into a Share Option Agreement in November 2014.

Under the terms of the Share Option Agreement, the LAF Parties were entitled to receive certain options as described in Section 12.8(d).

The issue of the options was in lieu of payment for professional services provided by the LAF Parties to DirectMoney in respect of the Capital Raising. The professional services include services such as advising in connection with the structure, valuation and mechanics of the Capital Raising, assisting with the offer document, assisting in planning an investor marketing program, using reasonable endeavours to procure subscribers and certain other items.

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Under an amendment to the Share Option Agreement dated 16 May 2015, the LAF Parties have now agreed to waive their entitlement to exercise their respective options, in return for being issued with the number of Shares in the Company they would otherwise have been entitled to on completion of the transactions contemplated by the Acquisition Resolutions, had they exercised their respective options prior to such completion occurring.

The LAF Parties must continue to perform the services in connection with the Capital Raising contemplated by the original Share Option Agreement.

Liberum Capital will be entitled to a commission of 5% of the aggregate value of the gross proceeds of Shares issued to placees procured by Liberum Capital in connection with the Capital Raising. Liberum Capital placees will be subject to the availability of Shares under the Capital Raising and the Company is not obliged to allocate Shares to Liberum Capital placees in priority to any other applicant.

Liberum Capital has also consented to Bell Potter Securities acting as lead manager and underwriter for the Capital Raising.

11.5 Secured Loan with Greig Holdings

Greig Holdings has previously provided a secured loan of $2 million to DirectMoney.

The security for the loan is equivalent to $2 million of Personal Loans held by DirectMoney.

Under a Deed of Confirmation and Security dated 15 May 2015, DirectMoney and Greig Holdings have agreed that the Secured Loan will be repaid by DirectMoney in full on 15 June 2015.

On repayment of the loan, the security in respect of the Secured Loan will be released.

DirectMoney intends to repay the Secured Loan with the proceeds of funds anticipated to be received from the sale of Personal Loans to the DirectMoney Personal Loan Fund, DirectMoney Marketplace Limited and other third party institutions if necessary on or prior to 15 June 2015.

The effect of this transaction is that the Loan Warehouse and DirectMoney and its subsidiaries will not have any debt on their balance sheet as at the Re-admission Date.

11.6 DirectMoney Personal Loan Fund

The key contracts relating to the sale of Personal Loans by DirectMoney to the DirectMoney Personal Loan Fund and the role of it and its wholly-owned subsidiaries in managing the DirectMoney Personal Loan Fund and monitoring, operating and maintaining the Personal Loans held by the DirectMoney Personal Loan Fund are summarised below.

A detailed overview of these arrangements is contained in Section 5.2(h) above.

(a) Loan Sale and Servicing Deed

The Loan Sale and Servicing Deed sets out the terms on which DirectMoney (as Seller ) may offer to sell Loan Investments to the Responsible Entity from time to time and the method and circumstances in which such offers must be accepted by the Responsible Entity.

The Loan Sale and Servicing Deed provides how the Seller may offer to sell Loan Investments to the Responsible Entity and the method and circumstances in which such offers must be accepted by the Responsible Entity.

The Loan Sale and Servicing Deed includes provisions that allow the Responsible Entity to sell purchased Loan Investments that have become Delinquent Loans Investments.

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The Loan Sale and Servicing Deed also provides for the appointment of the Servicer and sets out the terms on which the Servicer must service the purchased Loan Investments. The Loan Sale and Servicing Deed allows the Responsible Entity to terminate the services of the Servicer in certain circumstances. The Responsible Entity may terminate all or any part of the services of the Servicer if an ‘event of default’ occurs in respect of the Servicer. Examples of such ‘events of default’ include where the Servicer becomes insolvent, there is a change of control of the Servicer without the Responsible Entity’s consent and where the Servicer fails to perform any provision of the Loan Sale and Servicing Deed and that failure is not rectified within a specified period.

(b) Investment Management Agreement

The Investment Management Agreement is between the Responsible Entity and the Investment Manager under which the Investment Manager provides investment manager services to the DirectMoney Personal Loan Fund.

The Investment Management Agreement sets out the Investment Manager’s obligations to the Responsible Entity and to the DirectMoney Personal Loan Fund. The agreement also contains the fees payable to the Investment Manager for its services as well as the Investment Manager’s termination fee, if applicable. These fees are summarised in Section 5.2(h).

The Investment Management Agreement will remain in force until the DirectMoney Personal Loan Fund is wound up, unless the agreement is terminated earlier in accordance with its provisions. There are also provisions allowing the Responsible Entity to terminate if, for example, the Investment Manager becomes insolvent.

The Investment Manager is permitted to terminate the agreement in certain circumstances, such as if the Responsible Entity ceases to be the responsible entity for the DirectMoney Personal Loan Fund.

(c) Fund Administration Agreement

This agreement is between the Responsible Entity and a third party service provider, Unity Fund Services Pty Ltd ACN 146 747 122 as fund administrator ( Fund Administrator ), under which the Fund Administrator provides administration services for the day-to-day operation of the DirectMoney Personal Loan Fund. These services include fund accounting, unit pricing, unit registry services, taxation services and preparation of statutory accounts.

(d) General Security Agreement

This agreement is between the Responsible Entity and the Credit Manager, under which the Credit Manager grants a security interest over all its current and after-acquired property to secure the payments out of the Loan Investment Reserve Account under the Loan Sale and Servicing Deed as part of the sale of Delinquent Loan Investments.

(e) Subordination Deed

This agreement is between the Responsible Entity, the Credit Manager and the Seller. Under this agreement the Seller subordinates all of its rights to repayment of the Seller Loan to the Responsible Entity’s rights to be paid amounts owed to it by the Credit Manager out of the Loan Investment Reserve Account under the Loan Sale and Servicing Deed as part of the sale of Delinquent Loan Investments.

(f) Account Bank Deed

This agreement is between the Responsible Entity, the Credit Manager and the bank that holds the Loan Investment Reserve Account ( Account Bank ). Under this agreement, the Credit Manager irrevocably authorises the Account Bank to act on the directions of the Responsible Entity regarding the Loan Investment Reserve Account.

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11.7 DirectMoney Marketplace Limited

As referred to in Section 5.2(h), DirectMoney will enter into certain contracts with DirectMoney Marketplace Limited on or around the date of this Prospectus. A detailed overview of the arrangements between DirectMoney and DirectMoney Marketplace Limited is contained in Section 5.2(h).

(a) Loan Sale and Management Agreement

The Loan Sale and Management Agreement sets out the terms on which DirectMoney may offer to sell loans to DirectMoney Marketplace Limited and the terms on which it will manage DirectMoney Marketplace Limited.

Under the agreement, DirectMoney has the discretion to manage loans purchased from DirectMoney and the convertible notes on issue in DirectMoney Marketplace Limited and do all things considered necessary or desirable in relation to such loans.

As referred to in Section 5.2(h), the agreement also contains the terms for the purchase of loans, as well as the management fees and term and termination rights under the agreement.

Under the agreement, DirectMoney agrees to indemnify DirectMoney Marketplace Limited against any liabilities or losses incurred by DirectMoney Marketplace Limited in connection with:

any negligence, default, fraud or dishonesty of DirectMoney or its officers or supervised agents;
a breach of the agreement, including as to DirectMoney’s legal title to any loans sold to DirectMoney Marketplace Limited;
a breach of the General Security Deed or Convertible Note Terms (as referred to below) where the breach is caused by or is a result of the action or inaction of DirectMoney; or
as a result of a breach of credit parameters agreed with DirectMoney.

(b) General Security Deed

The General Security Deed is a form of document to be entered into between DirectMoney Marketplace Limited and a security trustee who acts on behalf of investors.

Under the deed, all of the unsecured loans referable to the relevant investor are secured in favour of the investors to support DirectMoney Marketplace Limited’s obligations to repay, redeem or convert the convertible notes of the investor in accordance with their terms.

(c) Convertible Note Terms

The Convertible Note Terms contain the terms on which investors will subscribe for secured convertible notes in DirectMoney Marketplace Limited.

DirectMoney Marketplace Limited must repay and redeem the convertible notes based on the repayment of principal and interest in respect of the unsecured loans allocated to their investment, less the applicable fees of DirectMoney under the Loan Sale and Management Agreement.

The only circumstances where the secured convertible notes will be converted by DirectMoney Marketplace Limited is on a future listing of DirectMoney Marketplace Limited on ASX.

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12 ADDITIONAL INFORMATION

12.1 Corporate Background

Basper Limited is a public limited company and is subject to tax at the Australian corporate tax rate (currently 30%). Basper Limited was incorporated on 2 May 1966 and was listed on ASX on 16 March 1989.

12.2 Corporate Structure

The Company’s corporate structure, following completion of the Acquisition, Capital Raising and readmission to the official list of ASX will be as follows:

==> picture [451 x 261] intentionally omitted <==

See Section 11.4 for a description of the identity and role of each of the above entities.

In addition to the above entities, Homestake Inc., incorporated on 13 September 2010 in the State of Delaware in the United States of America, is a wholly-owned DirectMoney subsidiary. Homestake Inc. was established by DirectMoney at a time when the company was exploring options to undertake business ventures in the USA. DirectMoney did not proceed with these ventures and has no current intention to do so. Accordingly, Homestake Inc. is a dormant entity.

12.3 Winding-up of subsidiaries

The Company has 8 subsidiaries (as set out below) which are in the process of being wound up. The table below shows the status of the winding up process with respect to each of the subsidiaries as at the date of this Prospectus:

Subsidiary	Summary of status of winding up process	Expected date of deregistration
Berklee Retail Pty Ltd ACN 005 028 544	The final member meeting was held on 1 May 2015. An ASIC return on the meeting (including the final report of the winding up) was filed on 5 May 2015.	ASIC must deregister this subsidiary at the end of the 3 month period from 5 May 2015.
Undacar Parts Pty Ltd ACN	As above	As above

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Subsidiary	Summary of status of winding up process	Expected date of deregistration
059 142 666
Undacar Parts (QLD) Pty Ltd ACN 009 935 086	As above	As above
Undacar Parts (SA) Pty Ltd ACN 007 775 019	As above	As above
Undacar Parts (TAS) Pty Ltd ACN 055 526 193	As above	As above
Undacar Parts (Vic) Pty Ltd ACN 004 941 486	As above	As above
Undacar Parts (WA) Pty Ltd ACN 008 795 873	Awaiting tax clearance from ATO in order to convene a final member meeting. This entity has no material assets or liabilities and the Company believes that it can be wound up.	ASIC must deregister this subsidiary at the end of the 3 month period following the final member meeting when it is held.
Undacar Parts (NSW) Pty Ltd ACN 001 213 841	Awaiting tax clearance from ATO in order to convene a final member meeting. This entity has no material assets or liabilities and the Company believes that it can be wound up.	ASIC must deregister this subsidiary at the end of the 3 month period following the final member meeting when it is held.

12.4 Shareholders

The details of the ownership of Shares as at the Prospectus Date and of the expected ownership of Shares at the completion of the Offer (and the Acquisition) are shown in the tables below:

Shareholdings at Prospectus date:

Shareholder	Shares	%
Existing Shareholders	10,000,443	100%
Total	10,000,443	100%

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Shareholders on completion of the Offer (and Acquisition)

	Minimum Raising1	Minimum Raising1	Maximum Raising2	Maximum Raising2
	No.	%	No.	%
Existing Shares in the Company	10,000,443	3.85	10,000,443	3.51
Maximum number of Shares to be issued to the Vendors for the Acquisition of DirectMoney by the Company3	195,800,000	75.42	195,800,000	68.80
Shares to be issued to the LAF Parties4	3,809,932	1.47	3,809,932	1.34
Shares to be issued under the Prospectus	50,000,000	19.26	75,000,000	26.35
Total number	259,610,3755	100	284,610,3755	100

“Minimum raising” assumes that the Company issues 50,000,000 Shares at $0.20 per share raising gross proceeds of $10,000,000 under the Prospectus.
“Maximum raising” assumes that the Company issues 75,000,000 Shares at $0.20 per share raising gross proceeds of $15,000,000 under the Prospectus.
The issue of Shares by the Company to the Vendors on the basis of existing Shares being valued at $0.20 per Share and the number of shares to be issued to DirectMoney being calculated on a fully diluted valuation of $39,160,000. The 195,800,000 Shares includes the Vendor Consideration Shares to be issued to Noteholders in consideration for their DirectMoney shares to be issued on conversion of their Notes on completion of the Acquisition.
See Section 12.8(d) of this Prospectus.
These totals do not include the Shares that would be issued upon the vesting of the Performance Rights described in Section 12.8(b)(vi) of this Prospectus.

12.5 Restricted Securities and Escrow Arrangements

The Directors expect that, of the:

195,800,000 Vendor Consideration Shares; and
3,809,932 Shares to be issued to the LAF Parties (see Section 12.8(d)),

the following escrow restrictions will be applied by ASX in accordance with the Listing Rules:

(a) 13,008,051 Shares will be escrowed for a period of 12 months from the date the corresponding DirectMoney shares were issued (representing 4.57% of the total Shares on issue following completion of the Offer (and Acquisition) assuming the Maximum Subscription). As at the date of this Prospectus, the escrow expiry period of these shares has not yet lapsed; and
(b) 111,639,780 Shares will be escrowed for a period of 24 months from the Re-admission Date (representing 39.23% of the total Shares on issue following completion of the Offer (and Acquisition) assuming the Maximum Subscription).

Chapter 9 of the Listing Rules precludes holders of restricted securities from disposing of those securities or an interest in those securities or agreeing to dispose of those securities or an interest in those securities for the relevant restriction periods. The holder of such securities will be precluded from granting a security interest over those securities. However, ASX may consent to those Shares being sold under a takeover bid or under a merger by way of a scheme of arrangement under the Corporations Act.

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Final details of any such restriction or escrow arrangements will be disclosed prior to commencement of Official Quotation of the Shares.

12.6 Rights attaching to Shares

The Constitution of the Company was adopted on 24 November 2006. The key rights and liabilities of the share provisions of the Constitution are set out below.

The Shares offered under this Prospectus are fully paid ordinary Shares in the capital of the Company and will rank equally with each other, and with the existing issued Shares. There will be no liability on the part of Shareholders for any capital calls.

Detailed provisions relating to the rights attaching to the Shares are set out in the Company’s Constitution and the Corporations Act. A copy of the Constitution can be inspected during office hours at the registered office of the Company.

A summary of the rights attaching to the Shares under the Constitution and the Corporations Act are summarised below:

Under the Constitution, each Share confers on its holder:

(a) the right to receive notice of and to attend and vote at all general meetings of the Company at one vote per Share;
(b) the right to receive dividends; and
(c) in a winding up or a reduction of capital, the right to a repayment of capital paid on the share and the right to participate in the distribution of the surplus assets (if any) of the Company.

The rights attaching to Shares may be varied with the approval of Shareholders in general meeting by special resolution.

12.7 No options

The Company has no options currently on issue and no options will be issued under or in connection with the Offer.

12.8 Interests and Benefits

This Section sets out the nature and extent of the interests and fees of certain persons involved in the Offer. Other than as set out below or elsewhere in this Prospectus, no:

Director or Proposed Director;
person named in this Prospectus who has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
promoter of the Company; or
financial services licensee named in the Prospectus as a financial services licensee involved in the Offer,

holds at the time of lodgement of this Prospectus with ASIC, or has held in the two years before lodgement of this Prospectus with ASIC, an interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or in connection with the Offer; or

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the Offer,

and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given, to any such persons for services in connection with the formation or promotion of the Company or the Offer or to any Director or Proposed Director to induce them to become, or qualify as, a Director.

(a) Interests of Advisers

The Company has engaged the following professional advisers:

Bell Potter Securities has acted as Lead Manager and Underwriter to the Offer. The Company has agreed to pay the fees described in Sections 11.2 and 11.3 for these services.
Clarendon Lawyers has acted as Australian legal adviser to the Company in relation to the Offer. The Company estimates that it will pay approximately $135,000 (excluding disbursements and GST) for these services up until the Prospectus Date. Further amounts may be paid to Clarendon Lawyers in accordance with its normal time-based charges, including in respect of the provision of other legal services to the Company.
BDO East Coast Partnership has acted as Investigating Accountant on the Pro Forma Historical Financial Information and Australian taxation adviser, and has performed work in relation to its Investigating Accountant’s Report on the Pro Forma Historical Financial Information in Section 9 and its Taxation Report in Section 10. The Company has paid, or agreed to pay, approximately $111,000 (excluding disbursements and GST) for these services up to the Prospectus Date. Further amounts may be paid to BDO East Coast Partnership in accordance with its normal timebased charges.
BDO East Coast Partnership is the auditor to DirectMoney and has received fees of approximately $20,000 (excluding disbursements and GST) with respect to the review for the period ended 31 December 2014.

These amounts, and other expenses of the Offer, will be paid by the Company out of funds raised under the Offer or available cash. Further information on the use of proceeds and payment of expenses of the Offer is set out in Section 4.3.

(b) Director and Proposed Director interests and remuneration

(i) Executive Directors

(A) Executive Chairman

Following re-admission to the official list of ASX, the Company will enter into an executive director services agreement with Stephen Porges to document his employment with the Company. This agreement will be on customary terms for an agreement of its nature. Upon re-admission, the Company proposes to pay Stephen an annual salary of $100,000 per annum, excluding superannuation, in addition to the grant of Performance Rights set out in Section 12.8(b)(vi).

(B) Executive Director

Following re-admission to the official list of ASX, the Company will enter into an executive director services agreement with Campbell McComb to document his employment with the Company. This agreement will be on customary terms for an agreement of its nature. Upon re-admission, the Company proposes to pay Campbell an annual salary of $50,000 per annum, excluding superannuation, in addition to the grant of Performance Rights set out in Section 12.8(b)(vi).

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(ii) Non-Executive Directors

Under the Constitution, the Board decides the total amount paid to each Director as remuneration for their services as a Director of the Company. However, under the Listing Rules, the total amount of fees paid to all Directors for their services (excluding, for these purposes, the salary of any executive Director) must not exceed in aggregate in any financial year the amount fixed by the Shareholders in general meeting.

This amount has been fixed by the Company at $500,000. Any change to that aggregate annual sum needs to be approved by Shareholders. The Listing Rules require that the remuneration of Directors must not include a commission on, or a percentage of, operating revenue.

If a non-executive Director performs services, which are outside the scope of the ordinary duties of a Director or makes any special exertion in connection with the affairs of the Company, the Board may resolve to pay extra remuneration to that Director.

The remuneration of any executive Director is determined by the Board after recommendations are received from the Board or the Nomination and Remuneration Committee (as applicable).

Following the Completion Date, Craig Swanger will be the only non-executive Director of the Company. Following re-admission to the official list of ASX, the Company will enter into a non-executive director engagement agreement with Craig Swanger to document his engagement by the Company. This agreement will be on customary terms for an agreement of its nature. Upon re-admission, the Company proposes to pay Craig an annual salary of $50,000 per annum excluding superannuation, in addition to the grant of Performance Rights set out in Section 12.8(b)(vi).

(iii) Other Employees

Each other employee of the Company is or is in the process of being employed under an individual employment agreement. These establish total compensation including a base salary, superannuation contribution, short and long term incentive arrangements; variable notice and termination provisions of one to three months; intellectual property ownership and assignment conditions, confidentiality provisions; and leave entitlements, as a minimum, as per the National Employment Standards.

Either the Company or the employee may terminate the relevant employee’s employment by providing at least one month’s notice in writing before the proposed date of termination or in the Company’s case, payment in lieu of notice.

(iv) Director Deeds of Indemnity, Access and Insurance

The Company has entered into a deed of indemnity, access and insurance with each Director. Under these deeds, the Company has agreed to provide to each Director access to the books and records of the Company while they are a Director and for a period of seven years from when they cease to be a Director and the Company has also agreed to indemnify, to the extent permitted by the Corporations Act, each Director in respect of certain liabilities which the Director may incur as a result of, or by reason of (whether solely or in part), being or acting as Director.

Pursuant to the Constitution, the Company may arrange and maintain directors’ and officers’ insurance for its Directors to the extent permitted by law. Under the deeds of indemnity, access and insurance, the Company has agreed to obtain and maintain such insurance during each Director’s period of office and for the period of seven years after the Director ceases to be a Director.

The Company will enter into similar deeds of indemnity, access and insurance with the Proposed Directors as soon as practicable following the Completion Date.

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(v) Directors’ Shareholding

Directors are not required under the Constitution to hold any Shares. On completion of the Offer, the number of Shares held by the Directors and Proposed Directors are expected to be as follows:

Name	Shares
Winton Willesee	1,137,288
Campbell McComb	5,108,251
Andrew McKay	1,169,959
Robert Parton	1,137,287
Stephen Porges	3,557,400
Craig Swanger	Nil
Total	12,110,185

Directors (and their controlled entities) are entitled to participate in the Offer. However, they do not intend to participate.

Final Directors’ security holdings will be notified to the ASX on Listing. Directors may hold their interests in securities shown above directly, or indirectly through holdings by companies or trusts.

(vi) Proposed issue of Performance Rights

The Board has adopted a performance rights plan ( Plan ) pursuant to which it is proposed to offer performance rights ( Performance Rights ) to the Directors and Proposed Directors, subject to approval of the Plan and the proposed grant of Performance Rights under the Plan at the Meeting.

The following Performance Rights are proposed to be granted:

500,000 Performance Rights to Winton Willesee;
500,000 Performance Rights to Robert Parton;
500,000 Performance Rights to Andrew McKay;
5,000,000 Performance Rights to Campbell McComb;
12,500,000 Performance Rights to Stephen Porges; and
5,000,000 Performance Rights to Craig Swanger.

The performance conditions which must be satisfied for the Performance Rights to vest in respect of each of the Directors and Proposed Directors are as follows:

(A) Winton Willesee, Robert Parton and Andrew McKay

The Performance Rights proposed to be granted to Winton Willesee, Robert Parton and Andrew McKay will vest if, following the Company’s re-admission to quotation on the official list of ASX ( Re-admission ), the volume weighted average price of the Shares ( VWAP ) is at least 25 cents for a period of 10 consecutive trading days.

These Performance Rights will lapse if the performance condition described above is not met within 3 years of the date of issue.

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(B) Stephen Porges

The Performance Rights proposed to be granted to Stephen Porges will vest in tranches if, following the Re-admission Date, the VWAP is at least the price specified in the table below, for a period of 10 consecutive trading days, and Stephen remains a Director for at least the period specified:

VWAP	25 cents	35 cents	50 cents
No. of Performance Rights that will vest	5,000,000	5,000,000	2,500,000
Minimum period to remain a Director after Re-admission	None	12 months from Re-admission Date	24 months from Re- admission Date

The Performance Rights will lapse if the above conditions are not met within 3 years of the date of issue.

Upon the vesting of the relevant tranche or tranches of Performance Rights, the equivalent number of Shares will automatically be issued to Stephen, subject to the rules of the Plan ( Plan Rules ), in the manner set out below. Section 12.8(c) contains a summary of the key terms of the Plan Rules.

Example Vesting Scenarios

Scenario 1: If at any time following the Re-admission Date (and prior to the lapsing date), the VWAP is at 26 cents for 10 consecutive trading days, 5,000,000 Performance Rights will vest and Stephen will automatically be issued 5,000,000 Shares, subject to the Plan Rules.
Scenario 2: Similarly, if the VWAP is at 36 cents for 10 consecutive trading days, 10,000,000 Performance Rights will vest on the date that is 12 months from Readmission, but only if Stephen is still a Director by that date.
Scenario 3: If, following the vesting of Shares under Scenario 1, the VWAP increases to 36 cents and remains at this level for 10 consecutive trading days, a further 5,000,000 Performance Rights will vest on the date that is 12 months from the Re-admission Date, but only if Stephen is still a Director by that date.
Scenario 4: If at any time following the Re-admission Date (and prior to the lapsing date), the VWAP is at 51 cents for 10 consecutive trading days, 5,000,000 Performance Rights will vest immediately after the 10[th] trading day, a further 5,000,000 Performance Rights will vest on the date that is 12 months from the Re-admission Date, but only if Stephen is still a Director by that date and a further 2,500,000 Performance Rights will vest on the date that is 24 months from the Re-admission Date, but only if Stephen is still a Director by that date.

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(C) Campbell McComb and Craig Swanger

The Performance Rights proposed to be granted to Campbell McComb and Craig Swanger will vest in tranches if, following the Re-admission Date, the VWAP is at least the price specified in the table below, for a period of 10 consecutive trading days, and Campbell and Craig remain Directors for at least the period specified:

VWAP	25 cents	35 cents	50 cents
No. of Performance Rights that will vest	2,000,000	2,000,000	1,000,000
Minimum period to remain a Director after the Re- admission Date	None	12 months from Re-admission	24 months from Re- admission

The Performance Rights will lapse if the above conditions are not met within 3 years of the date of issue.

Upon the vesting of the relevant tranche or tranches of Performance Rights, the equivalent number of Shares will automatically be issued to Campbell and Craig, subject to the Plan Rules, in a similar manner as set out in the example vesting scenarios above.

(c) Plan Rules

Under the Plan, Performance Rights may be offered to Eligible Persons as determined by the Board.

“ Eligible Persons ” means a current or prospective full time, part-time or casual employee or a contractor of the Company or a related body corporate of the Company or a current or prospective executive or non-executive director of the Company or a related body corporate of the Company. However, it is the current intention of the Board that the Plan will only be offered to current or prospective senior employees (including salaried Directors) and nonexecutive Directors of the Company who are able to influence the achievement of the Company’s strategic objectives.

The vesting of Performance Rights will be subject to certain criteria. Upon vesting of the Performance Rights, Shares will automatically be issued or transferred to the participant, unless the Company is in a "Closed Period" (as defined in the Company's Securities Trading Policy) or the Company determines in good faith that the issue or transfer of Shares may breach the insider trading provisions of the Corporations Act, or the Securities Trading Policy in which case the Company will issue or transfer the Shares as soon as reasonably practical thereafter.

The following is a summary of the key terms of the Plan:

(i) Participation : The Board retains complete discretion to make offers of Performance Rights to any Eligible Person.
(ii) No Assignment : Except on the death of a Participant, Performance Rights may not be transferred, assigned or novated except with the approval of the Board.
(iii) Vesting : Performance Rights may vest in the following ways:
if the applicable Performance Conditions in relation to a Performance Period are met as at the relevant test date as set out in the Offer, the Board will determine the number of Performance Rights which will become vested Performance Rights;

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if the Eligible Person ceases to be an Eligible Person because of retirement, total and permanent disability, redundancy or death ( Specified Reason ), the Board may determine the extent to which Performance Rights held by the Eligible Person or their nominee become vested Performance Rights; and
in the event a takeover bid for the Company is declared unconditional, there is a change in control in the Company, or if a merger by way of scheme of arrangement has been approved by a court, then the Board will determine an alternate test date to determine whether the Performance Conditions as set out in the Offer have been met and the extent to which Performance Rights will vest.
(iv) Automatic Issue of Shares : Upon vesting of Performance Rights, Shares will automatically be issued or transferred to the participant, unless the Company is in a Blackout Period or the Company determines in good faith that the issue or transfer of Shares at that time may breach the insider trading provisions of the Corporations Act or the Securities Trading Policy, in which case the Company will issue or transfer the Shares as soon as reasonably practical thereafter.

(v) Lapse :

Offers of Performance Rights under the Plan will be open for the period (and as otherwise specified) in the Offer. If an application for Performance Rights is not returned within the time specified or otherwise in accordance with the requirements set out in the Offer, the Board may nevertheless in its sole discretion treat any application received from an Eligible Person (or their nominee) as being validly returned. Notwithstanding the completion of an application for Performance Rights, the Eligible Person (or their nominee) will not hold a Performance Right or have any future right to Shares until the time the Performance Rights are granted.
If the Eligible Person ceases to be an Eligible Person for other than a Specified Reason, any unvested Performance Rights will lapse, unless otherwise determined by the Board.
(vi) Issue Limitations : The Board is not entitled to make an Offer to an Eligible Person if at the time of making the Offer, the number of Shares to be received on vesting of the Performance Rights the subject of the Offer, when aggregated with the number of Shares that have been issued, or that may be issued, as a result of offers made during the previous 3 years under the Plan, or under any other employee incentive scheme of the Company, in reliance on any ASIC Class Order or similar relief, would not exceed 5% (or such other maximum permitted under any ASIC Class Order or individual ASIC relief instrument in relation to employee incentive schemes) of the total number of issued Shares as at the time of the Offer.
(vii) Amendment of Plan : The Board retains the discretion to amend the rules of the Plan by resolution or to suspend or terminate it at any time.

(d) Share issue to Liberum Alternative Finance

Liberum Alternative Finance (and its directors Simon Atkinson and Cormac Leech) ( LAF Parties ) and DirectMoney entered into a share option agreement in November 2014 ( Share Option Agreement ) pursuant to which DirectMoney issued each LAF Party an option to acquire the following fully paid ordinary DirectMoney shares, for a total consideration of $1.00:

Liberum Alternative Finance – 4,654,000 DirectMoney shares
Simon Atkinson – 923,000 DirectMoney shares; and
Cormac Leech – 923,000 DirectMoney shares,

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being a total number of 6,500,000 shares, in lieu of payment for professional services provided by the LAF Parties to DirectMoney in respect of the Offer.

Under the terms of the Share Option Agreement, the LAF Parties are entitled to exercise their respective options, at an option price of $0.0001 per DirectMoney share, in the event of an initial public offering or rights issue of DirectMoney’s shares on a licensed Australian stock exchange, or a reverse take-over, acquisition or similar transaction where the counterparty is listed and quoted on a licensed Australian stock exchange.

The completion of the Acquisition and Offer and subsequent re-admission to quotation of the Company as “DirectMoney Limited” would entitle the LAF parties to exercise their Options and be issued with a total of 6,500,000 fully paid ordinary DirectMoney shares as set out above.

However, the LAF Parties and DirectMoney have instead agreed that the LAF Parties will waive their entitlement to exercise their respective options, in return for the LAF Parties being issued with the number of Shares in the Company they would otherwise have been entitled to on completion of the Acquisition, had they exercised their respective options prior to such completion occurring. The Company has also consented to this arrangement.

Accordingly, subject to Shareholder approval the LAF Parties will be issued with the following Shares as soon as reasonably practicable after the Completion Date:

Liberum Alternative Finance – 2,727,912 Shares;
Simon Atkinson – 541,010 Shares; and
Cormac Leech – 541,010 Shares,

These Shares may be subject to escrow restrictions pursuant to the Listing Rules.

12.9 Contract Summaries

Summaries of contracts set out in this Prospectus (including the summaries in Section 12) are included for the information of potential Applicants but do not purport to be complete and are qualified by the text of the contracts themselves.

12.10 Legal Proceedings

So far as the Directors are aware as at the date of this Prospectus, there is no current or threatened civil litigation or other legal, administrative or regulatory proceedings of a material nature in which the Company is directly or indirectly involved or which are likely to have a material adverse effect on the business or financial position of the Company.

12.11 Share Certificates and participation in CHESS

The Company will be admitted to participate in the Clearing House Electronic Sub-register System ( CHESS ) in accordance with the Listing Rules and the ASX Settlement Operating Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers will make up the Company’s principal register of securities.

The Company will not issue share certificates to shareholders. Instead, shareholders who elect to hold their Shares on the issuer sponsored sub-register will be provided with a holding statement by the Company which sets out the number of Shares allotted to each shareholder under this Prospectus. For shareholders who elect to hold their Shares on the CHESS subregister, the Company will, on allotment, issue an advice to shareholders that sets out the number of Shares allotted to the shareholder under this Prospectus and at the end of the month following the allotment, CHESS (acting on behalf of the Company) will provide each shareholder with a holding statement that confirms the number of Shares allotted to it.

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A holding statement (whether issued by CHESS or the Company) will also provide details of a Shareholder’s holder identification number (in the case of a holding on the CHESS subregister) or a shareholder reference number (in the case of a holding on the issuer sponsored sub-register). Following distribution of these initial holding statements to all Shareholders, a holding statement will only routinely be provided to Shareholders at the end of any subsequent month during which the Shareholder’s holding of Shares changes.

12.12 Consents

Each of the parties referred to below (each a Consenting Party ), to the maximum extent permitted by law, expressly disclaims all liabilities in respect of, makes no representations regarding and takes no responsibility for any statements in or omissions from this Prospectus, other than the reference to its name in the form and context in which it is named and a statement or report included in this Prospectus with its consent as specified below.

Each of the Consenting Parties has given and has not, before the lodgement of the Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named. None of the Consenting Parties referred to below has made any statement that is included in this Prospectus or any statement on which a statement is made in this Prospectus is based, other than as specified below:

Clarendon Lawyers;
Computershare Investor Services Pty Limited; and
Bell Potter Securities Limited.

BDO East Coast Partnership has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named as Investigating Accountant, Australian taxation adviser and auditor to DirectMoney, and to the inclusion in this Prospectus of its Investigating Accountant’s Report in Section 9 and the Taxation Report in Section 10 in the form and context in which they are included (and all other references to those reports and those statements) in this Prospectus.

No entity or person referred to in this Section 12.12 has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, except as stated above. None of the persons and entities referred to in this Section 12.12 have not authorised or caused the issue of this Prospectus and they do not make any offer of Shares.

12.13 Photographs and Diagrams

Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the Prospectus Date.

12.14 Expenses of the Offer

The total expenses of the Offer payable by the Company are estimated at approximately $1.35 million (assuming the Minimum Subscription ) to $1.61 million (assuming the Maximum Subscription ). These expenses include financial, offer management, legal, accounting and advisory fees, ASX listing fees, shareholder communications, and printing and other costs.

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12.15 Governing Law

This Prospectus and the contracts that arise from the acceptance of the Applications are governed by the laws applicable in Victoria and each Applicant under the Offer submits to the exclusive jurisdiction of the courts of Victoria.

12.16 Statement of Directors

The issue of this Prospectus has been authorised by each Director. Each Director has consented to lodgement of this Prospectus and issue of this Prospectus and has not withdrawn that consent.

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13 GLOSSARY

Where the following terms are used in this Prospectus, they have the following meanings:

$ means an Australian dollar.

Acquisition means the acquisition by the Company of 100% of the issued share capital in DirectMoney, in consideration for the issue of Shares in the Company, pursuant to the Share Sale Agreement.

Acquisition Resolutions means the inter-conditional resolutions in the Shareholder Booklet from Resolutions 7 – 15 (inclusive), relating to the Acquisition, Offer and related matters.

AEST means Australian Eastern Standard Time.

Applicant means a person who submits an Application.

Application means an application for Shares pursuant to this Prospectus.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

Application Monies means the Application Price multiplied by the number of Shares applied for.

Application Price means $0.20 for each Share offered under this Prospectus.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

Bell Potter Securities means Bell Potter Securities Limited of Level 38 Aurora Place, 88 Phillip Street, Sydney NSW 2000.

Board means the board of Directors as constituted from time to time.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the Offer of Shares under this Prospectus.

Closing Date means the closing date of the Offer, which is expected to be at 5.00pm (AEST) on 17 June 2015.

Company means Basper Limited ACN 004 661 205 (to be renamed “DirectMoney Limited”).

Completion Date means the date of completion of the Acquisition, which is described in the Share Sale Agreement as the date that is 2 Business Days after satisfaction or waiver of the Conditions Precedent or such other date as the Vendors and the Company agree.

Conditions Precedent means the conditions set out in the Share Sale Agreement that must be satisfied or waived before the Acquisition can be completed as set out in Sections 4.5 and 11.1.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Credit Manager means DirectMoney Credit Management Pty Ltd.

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Delinquent Loan Investments means a Loan Investment which has gone into default and the borrower has not brought their payments up to date in the timeframe allowed by the Loan Sale and Servicing Deed.

Directors means the directors of the Company.

DirectMoney means DirectMoney Pty Ltd ACN 119 503 221.

DirectMoney Personal Loan Fund means the fund referred to in Sections 5.2(h) and 11.6 of this document.

Greig Holdings means Greig Holdings Pty Limited ACN 105 872 302.

Independent Expert means Hall Chadwick Corporate (NSW) Limited.

Independent Expert’s Report means the independent expert’s report issued by the Independent Expert which accompanies the Shareholder Booklet.

Investigating Accountant means BDO East Coast Partnership (ABN 83 236 985 726).

Investment Manager means DirectMoney Investment Management Pty Ltd.

Investment Management Agreement means the investment management agreement between the Responsible Entity and the Investment Manager.

Issue Date means the date of issue of Shares under the Offer, which is expected to be 26 June 2015.

LAF Parties means Liberum Alternative Finance and its directors Simon Atkinson and Cormac Leech as described in Section 12.8(d).

Lead Manager means Bell Potter Securities.

Liberum Alternative Finance means Liberum Alternative Finance Limited of Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

Listing Rules means the official listing rules of ASX.

Loan Investments means equitable interests in Australian unsecured personal loans made by the Seller of either three or five years’ duration that provide for monthly repayments of principal and interest.

Loan Investment Reserve Account means the bank account held, operated and maintained by the Credit Manager in which the Retained Interest Portion is held.

Loan Investors means in-house retail funds or listed investment companies managed by DirectMoney or other third party institutions.

Loan Sale and Servicing Deed means the loan sale and servicing deed between the Responsible Entity, the Investment Manager, DirectMoney, the Servicer and the Credit Manager.

Loan Warehouse means the loan warehouse referred to in Section 5.2(g).

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Marketplace Lending for the purposes of this Prospectus means the new financial services model operated by intermediary companies (such as DirectMoney) which originate consumer loans funded by in-house retail funds and listed investment companies or other third party institutions ( Loan Investors ). The intermediary company does not borrow to lend and instead acts as a fund manager earning an origination fee from the borrower and a fixed management fee for servicing the loans on behalf of the Loan Investors. Credit risk is assumed by the Loan Investors and the redemption profile of the Loan Investors is closely matched to the loan book. Loan Investors generally earn high rates of return compared to bank deposits because of the low capital requirements and cost-efficient technology used by intermediary companies.

Maximum Subscription means Applications for 50,000,000 Shares.

Meeting means the annual general meeting of Shareholders to be held on 19 June 2015 to approve (among other things) the Acquisition and the Offer.

Minimum Subscription means Applications for 25,000,000 Shares.

NCCP means the National Consumer Credit Protection Act 2009 (Cth), including the National Credit Code and National Consumer Protection Regulations.

Noteholders means the holders of DirectMoney convertible notes, whose notes will be converted into DirectMoney ordinary shares prior to the Acquisition and who will also receive Vendor Consideration Shares upon completion of the Acquisition.

Offer means the offer pursuant to this Prospectus, as set out in Section 4, of up to 75,000,000 Shares at an issue price of $0.20 per Share to raise up to $15,000,000 (before costs).

Official Quotation means the quotation of the Shares on the official list of the ASX in accordance with the Listing Rules.

Opening Date means the date the Offer opens, which is expected to be on 3 June 2015.

Personal Loan means an unsecured loan to a personal borrower resident in Australia.

Proposed Directors means Stephen Porges and Craig Swanger who are to be appointed to the Board at the Meeting with their appointment to take effect from the Completion Date.

Prospectus means this prospectus.

Re-admission Date means the date the Company is re-admitted to the official list of ASX following the completion of the Acquisition and Capital Raising, and following successful re-compliance with Chapters 1 and 2 of the Listing Rules.

Responsible Entity means One Managed Investment Funds Limited.

Retained Interest Portion means the portion of the monthly interest payments that the DirectMoney Personal Loan Fund is not entitled to receive as part of the purchase of a Loan Investment.

Section means a section of this Prospectus.

Seller means DirectMoney.

Seller Loan means the sum of up to $200,000 which the Seller has agreed to lend to the Credit Manager to provide an immediate reserve of funds in the Loan Investment Reserve Account.

Servicer means DirectMoney Loans Servicing Pty Ltd.

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

Shareholder means a holder of Shares.

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Share Registry means Computershare Investor Services Pty Limited.

Share Sale Agreement means the share sale agreement entered into between the Company and the shareholders of DirectMoney (the Vendors ) in respect of the Acquisition, the material terms of which are summarised in Section 11.1.

Underwriter means Bell Potter Securities.

Underwriting Agreement means the underwriting agreement entered into between Bell Potter Securities and the Company.

Vendor Consideration Shares means the Shares to be issued to the Vendors pursuant to the Share Sale Agreement (and subject to Shareholder approval at the Meeting) as consideration for the acquisition of 100% of the issued share capital in DirectMoney.

Vendors means the current securityholders of DirectMoney.

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CORPORATE DIRECTORY

Current Directors

Winton William Willesee Robert Norman Parton Campbell Gordon McComb Andrew Gordon McKay

Proposed Directors

Stephen Porges Craig Swanger

Company Secretary

Erlyn Saromines Dale

Share Registry

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street ABBOTSFORD VIC 3067 T: +1300 850 505 (Australia) T: +61 3 9415 4000 (International) F: + 61 3 9473 2555 www.computershare.com/au

Investigating Accountant and Auditor

BDO East Coast Partnership Level 14 140 William Street Melbourne VIC 3000 T: +61 3 9603 1700 F: +61 3 9602 3870 www.bdo.com.au

Solicitors to the Offer

Clarendon Lawyers Level 19, 333 Collins Street MELBOURNE VIC 3000 T: +61 3 8681 4400 F: + 61 3 8681 4499 www.clarendonlawyers.com.au

Lead Manager and Underwriter

Bell Potter Securities Ltd Level 38 Aurora Place 88 Phillip Street SYDNEY NSW 2000 T: +61 2 9255 7200 F: + 61 2 9255 7227 www.bellpotter.com.au

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Basper Limited (to be renamed DirectMoney Limited)

APPLICATION FORM

ABN 80 004 661 205

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire Prospectus carefully before completing this Application Form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus.

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I/We lodge full Application Money
A$ .
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I/We apply for Number of Shares at $0.20 per Share. Applications must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 500 Shares ($100).

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Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)

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Title or Company Name Given Name(s) Surname
Joint Applicant 2 or Account Designation
Joint Applicant 3 or Account Designation
Enter the postal address - include State and Postcode
Unit Street Number Street Name or PO Box/Other information
City/Suburb/Town State Postcode
Enter your contact details
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Contact Name Telephone Number - Business Hours
( )
CHESS Participant
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Holder Identification Number (HIN)

X Please note that if you supply a CHESS HIN but the name and address details on your form do not correspond exactly with the registration details held at CHESS, your application will be deemed to be made without the CHESS HIN, and any Shares issued as a result of the Offer will be held on the Issuer Sponsored subregister.

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Payment details - Please note that funds are unable to be directly debited from your bank account

Drawer Cheque Number BSB Number Account Number Amount of cheque A$	Drawer Cheque Number BSB Number Account Number Amount of cheque A$

Make your cheque, money order or bank draft payable to "DirectMoney Limited"

By submitting this Application Form :

I/we declare that this application is complete and lodged according to the Prospectus, and any relevant supplementary Prospectus, and the declarations/ statements on the reverse of this Application Form,
I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate, and
I/we agree to be bound by the Constitution of Basper Limited

See overleaf for completion guidelines 

Samples/000001/000001/i12

How to complete this form

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Contact Details

Shares Applied For

Enter your contact details. These are not compulsory but will assist us if we need to contact you regarding this application.

Enter the number of Shares you wish to apply for. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 500 Shares and payment must be made in full at the issue price of $0.20 per Share.

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CHESS

The Company participates in CHESS. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

Application Monies

Enter the amount of Application Monies. To calculate the amount, multiply the number of Shares by the issue price of $0.20 per Share. The minimum amount of Application monies is $2,000 and thereafter in multiples of $100. Applications for less than the minimum amount may be rejected.

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Payment

Applicant Name(s)

Make your cheque, money order or bank draft payable to "DirectMoney Limited" in Australian currency and cross it 'Not Negotiable' . Your cheque, money order or bank draft must be drawn on an Australian Bank.

Enter the full name you wish to appear on the register of Shares and statement of shareholding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B. Please note that funds are unable to be directly debited from your bank account.

Cheques will be processed on the day of receipt and as such, sufficient system. cleared funds must be held in your account as cheques returned unpaid may Postal Address not be re-presented and may result in your Application being rejected. Enter your postal address for all correspondence. All communications to you from Paperclip (do not staple) your cheque(s) to the Application Form. Cash will the Registry will be mailed to the person(s) and address as shown. For joint not be accepted. No receipt for payment will be forwarded to Applicants. Applicants, only one address can be entered.

Before completing the Application Form the Applicant(s) should read this Prospectus to which this Application relates. By lodging the Application Form, the Applicant agrees that this Application for Shares in Basper Limited is upon and subject to the terms of the Prospectus and the Constitution of Basper Limited, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application

Application Forms must be received by Basper Limited by no later than 5:00pm AEST on 17 June 2015. You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:

DirectMoney Capital Raising Computershare Investor Services Pty Limited

GPO Box 52, Melbourne, Victoria 3001

Neither Computershare Investor Services Pty Limited (CIS) nor Basper Limited accepts any responsibility if you lodge the Application Form at any other address or by any other means. If you have any enquiries concerning your application, please contact the company's share registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

Privacy Statement

Personal information is collected on this form by CIS for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, Basper Limited may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided on the front of this form or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf or to third parties upon direction by Basper Limited where related to their administration of your securityholding, or where you have otherwise agreed we may disclose it. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Correct forms of registrable title(s)

Note that ONLY legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual: Usegiven names in full,not initials	Mr John Alfred Smith	JA Smith
Company: use the company’s full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings: use full and complete names	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts: use the trustee(s) personal name(s)	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates: use the executor(s) personal name(s)	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18): use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Master Peter Smith
Partnerships: use the partners personal names	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names: use office bearer(s) personal name(s)	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds: use the name of the trustee of the fund	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

AI assistant

WISR LIMITED — Capital/Financing Update 2015

66093_rns_2015-05-25_ebf6616d-d5b2-4d9c-a6a6-519d61fd9248.pdf

BASPER LIMITED (TO BE RENAMED “DIRECTMONEY LIMITED”) ACN 004 661 205

PROSPECTUS

IMPORTANT INFORMATION

INDICATIVE TIMETABLE*

CONTENTS

1.1 About this Prospectus

1.2 Incorporation by reference

1.3 Re-admission to Official Quotation

1.4 Exposure Period

1.5 Website – Electronic Prospectus

1.6 Forward-looking statements

1.7 Conditional Offer

1.8 How to apply

1.9 Application Forms

POSTAL

HAND DELIVERED

1.10 When to apply

1.11 Privacy

1.12 Enquiries

Dear Investor

3.1 Key Dates

3.2 Key Offer Statistics

3.3 Offer Summary

3.4 About the Company and DirectMoney

3.6 Effect on the Company’s capital structure

3.7 Key Investment Highlights

3.8 Key Investment Risks

Risks associated with an investment in the Company

4.1 The Offer

4.2 Minimum subscription

4.3 Use of Funds and Expenditure Program

4.4 Capital Structure

4.5 Conditions to the Acquisition and the Offer

4.6 Applications

4.7 Issue

4.8 Applicants outside Australia

4.9 Underwriting

4.10 Lead Manager to the Offer

5 BACKGROUND ON THE COMPANY, DIRECTMONEY AND THE MARKETPLACE LENDING INDUSTRY

5.1 Background on the Company

5.2 Background on DirectMoney, its Operations and Business Model

(a) Overview

(b) Background on the Marketplace Lending industry

(c) Regulation

(d) Personal Loans

(e) Credit assessment procedures

(f) Marketing

(g) Loan Warehouse

(h) Loan Investors

DirectMoney Personal Loan Fund

Structure of the DirectMoney Personal Loan Fund

Retained Interest Portion

Withdrawal rights of investors in DirectMoney Personal Loan Fund

Other information

DirectMoney Marketplace Limited

Sale of Personal Loans to DirectMoney Marketplace Limited

Management of DirectMoney Marketplace Limited and fees

Investment structure and proposed ASX listing

Term and termination

Third party institutions

(i) Business Model

(j) Defaults in Personal Loans

5.3 Acquisition

5.4 Future Capital Requirements

5.5 Dividend Policy

5.6 Key Investment Highlights

(a) Investment in rapidly growing industry

(b) Experience of Executive Chairman and key management personnel in industry

(c) Opportunity to leverage off the growth and key differentiation strategy of DirectMoney

(d)

Relationship with unique DirectMoney Personal Loan Fund

(e) The DirectMoney Software and Marketing Plans

(f)

Banking Industry Disruption

(g) High margin, high growth opportunity

(h)

Barriers to Entry

WISR LIMITED Capital/Financing Update 2015