SecProbe.io

Mail Stop 4631       September 20 , 201 6

Via E -mail
Kevin Chin
Chairman
VivoPower International PLC
23 Hanover Square
Mayfair
London W1S 1JB, UK

Re: VivoPower International PLC
Registration Statement on Form F-4
Filed August 24 , 2016
  File No. 333-213297

Dear Mr. Chin :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you currently have two sections —the joint letter to ARWA shareholders and
warrantholders and the two pages directly preceding the table of contents —which each
serve to satisfy the requirements of Item 501 of Regulation S -K.  Please remove one of
these two sections.  Additionally, please limit this section to one page.  See Item 501(b)
of Regulation S -K.

2. We note your disclosure on page 51 that the contribution agreement was “the result of
arm’s -length negotiations between representatives of ARWA, A WN and VivoPower.”
Given that ARWA and AWN share the same CEO, executive officers, and directors,
please explain why you consider these negotiations to have been conducted at arm’s
length.  Within your Background of the Transaction section, please clearly  demonstrate

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 2

 the measures taken by ARWA and AWN to ensure that this was an arm’s length
transaction.

3. Please supplementally provide us with copies of “all detailed briefing materials relating
to the transaction, detailed strategic plans and company forec asts for the business” that
were provided to the ARWA board on July 20, 2016, as well as all other materials
presented to the ARWA board in connection with this transaction.

4. Please file the preliminary proxy cards your shareholders and warrantholders,
respectively, will receive.

Summary of the Proxy Statement/Prospectus, page 10
General

5. Please include a chart similar to the one presented in the “Overview of Proposed IBC
Transaction Structure” slide in the investor presentation filed by ARWA on Form 425 o n
August 11, 2016.  Additionally, please provide disclosure that clarifies the following:
 the assets held by VivoPower prior to the IBC;
 the contingent transactions that will be completed upon the closing of the IBC; and
 all other material ownership inform ation among VivoPower’s expected subsidiaries.
For example, we note that Aevitas will own 19.88% of VivoPower Australia.

The Parties, page 10

6. Please include a description of AWN here.

ARWA Initial Shareholders, page 13

7. Please disclose the percentage of the ARWA initial shares that are owned by AWN
officers and directors.

Interests of ARWA’s Directors and Officers in the Transactions, page 15

8. We note your disclosure on page 16 that “ARWA’s officers and directors beneficially
own an aggregate of 21,43 5,050 ordinary shares of AWN.”  Please disclose the total
number of AWN shares outstanding.

Risk Factors, page 28

9. Please add a risk factor that discusses the impact of currently low commodity prices, such
as oil and coal, on your business.

We are curren tly dependent on a limited number of third -party suppliers…, page 31

10. Please identify these third -party suppliers.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 3

 The loss of one or more of our customers…, page 33

11. Please disclose here any customer that accounts for over 10% of your combined revenue.

The Contribution Proposal, page 51
Background of the Transaction, page 51

12. Please provide details with respect to the ARWA board’s discussion of the following
material transactional terms:
 ARWA’s expected ownership percentage of VivoPower (ranging from 55.8% to
72%);
 the amount ARWA will pay for this expected ownership percentage;
 the maximum of 2,732,400 ARWA public shares that will be able to exercise
conversion rights;
 VivoPower’s expected corporate structure, including a discussion of the contingent
acquisitions of Aevitas and VivoPower Australia;
 VivoPower’s recent decision to acquire solar projects NC -31 and NC -47;
 the agreement by VivoPower to pay AWN a fee of $5.8 million;
 the selection of VivoPower executive officers and directors; and
 the agreed  upon terms of the warrant amendment.

13. We note your disclosure that ARWA must consummate this transaction by November 6,
2016 or ARWA’s liquidation will be triggered.  Please disclose the ARWA board’s
discussion with respect to this pending trigger deadlin e.

14. Please clarify whether ARWA received the projections that Cassel Serpenter used in
giving its opinion.

15. Please disclose the terms that were negotiated from August 5, 2016 to August 11, 2016.
In disclosing these terms, please describe why AWN and ARWA boards were not
initially in agreement on these terms.

16. We note your disclosure on page 74 that “Vivopower has not finalized the detailed
valuation necessary to determine the fair value of assets and liabilities of Aevitis and
VivoPower Australia acquired by VivoPower.”  Please disclose the ARWA board’s
consideration of this material fact.

17. We note your reference to services performed by Local Knowledge Pty Ltd.  Please
elaborate on the work performed by this entity and tell us whether it prepared a report,
opinion, or appraisal, as that term is used in Item 4(b) of Form F -4.

ARWA’s Board of Directors’ Treasons for Approval of the Transactions, page 53

18. Please expand upon each of the four bullet points provided here to more clearly describe
how significant value will be “unlock[ed]” via consolidation.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 4

 19. We note your disclosure that “the three underlying business operations will benefit
greatly from the consolidation for… reasons individual to each them.”  Please disclose
these individual reasons for each of Vi voPower, VivoPower Australia, and Aevitis.

20. Please discuss the negative factors of the transaction that the ARWA board considered
when making its recommendation.

Opinion of Financial Advisor to the Board of Directors of ARWA, page 56

21. We note that the financial analyses presented on pages 59 to 61 discuss the implied
enterprise value reference range for both VivoPower and the contribution shares.  Please
briefly describe in this section how the contribution shares range is derived from the
Vivopower ran ge.

Selected Companies Analysis, page 60

22. Please disclose the enterprise value of each selected company, or the range of enterprise
values, discussed in this section.

23. We note your disclosure that some of the data with respect to these EBITDA multiples is
“either not available or not meaningful.”  Please disclose the data that is available, as it is
up to the investor to determine if it is reasonable.

24. We note your disclosure here that conducting this analysis “involves complex
considerations and judgment s concerning differences in financial and operating
characteristics of the target companies in the selected transactions and other factors that
could affect the respective acquisition values of the transactions reviewed.”  Please
disclose the primary consi derations and judgments made when comparing these
companies to VivoPower.  This comment also applies to the corresponding section in
your Selected Transactions Analysis at the bottom of page 60.

Selected Transaction Analysis, page 60

25. Please disclose the size of each transaction, or the range of the transactions, discussed in
this section.

Other Matters Relating to Cassel Salpeter’s Opinion, page 61

26. Please disclose here if Cassel Salpeter has received fees for any other services provided
to ARWA, AWN, an d VivoPower, and their affiliates, in the past two years.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 5

 Material Federal Income Tax Consequences of the Transaction to ARWA and its
Securityholders, page 61

27. Please supplementally explain why you will file a tax opinion in a future amendment if
ARWA intends to treat the transactions as a taxable transaction.

VivoPower International Plc purchase of IS -31, page 73

28. We note your heading which indicates that VivoPower International Plc purchased assets
of “IS -31”, but your description of the entity purchased refers to “NC -31”.  Please
reconcile the two names or revise the heading as appropriate.

Unaudited Pro Forma Combined Statement of Financial Position, page 75

29. Please revise your pro forma tabular presentation to reflect the transactions in the order
and manner in which they are expected to occur.  In this regard, we note that ARWA will
first contribute the amounts held in trust to the shareholders of VivoPower.  Further the
acquisition of Aevitas and VivoPower Australia are not assured, and as s uch, should be
presented subsequent to the ARWA and VivoPower subtotal.

Business of Vivopower, page 99
Current Offerings, page 99

30. Given your disclosure that VivoPower is a “pre -revenue group,” please clarify how
VivoPower has provided the bulleted offeri ngs.

History and Corporate Structure, page 100

31. Please present new, legible graphics for the corporate structures presented on page 100.
This comment also applies to the chart on page 103.

Industry Background, page 101

32. Please supplementally tell us if you commissioned any of the information in your
Industry Background section presented from pages 101 to 113.  Additionally, please
provide us with supplemental copies of source materials you cite, appropriately marked
to identify the specific sections that  you are citing.

VivoPower’s industry position, page 114

33. Please expand upon your disclosure here.  Merely indicating that Vivipower “sits in the
‘sweet spot’ of the industry value chain” does little to enhance investor understanding of
your industry po sition.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 6

 VivoPower’s growth outlook, page 116

34. Please disclose if the projections provided here are the same as the projections that were
provided to Cassel Serpenter.

35. We note your disclosure on page 117 which indicates that EBITDA is defined as earnings
before interest, taxes, depreciation and amortization as adjusted for certain one -time non -
recurring items and exclusions.  Based on this definition, please revise your filing to refer
to this measure as Adjusted EBITDA.

VivoPower’s Management, Discussio n, and Analysis, page 119
Acquisitions, page 121

36. Please elaborate your disclosure of NC -31 and NC -47 to outline the various steps you
will need to take to begin generating revenues by providing a timeline of the various
events and steps that need to take place and the costs of each event.

37. Please disclose the “third party equity and financing” that has been arranged with respect
to NC -31.

Management of Vivopower Following the Transaction, page 135
Independence of Directors, page 136

38. Please discuss why Ga ry Hui will be an independent director given your disclosure that
Mr. Hui is “a consultant to AWN, a director of certain AWN subsidiaries and a
participant in AWN’s compensation arrangements.”

Description of VivoPower Securities, page 148
Differences in Corporate Law, page 153

39. Please revise to delete the statement that the comparison of respective rights is qualified
in its entirety by reference Cayman Islands and English. You may not qualify information
in your prospectus by reference to information out side the prospectus.  See Rule 411(a)
of Regulation C.

VivoPower International Plc Financial Statements
Note 10 – Subsequent Events, page F -13

40. We note your disclosure which states the Note Receivable contributed to the Group by
the parent has been cancel led in exchange for the right to acquire certain solar projects.
Please clarify for us and in your disclosure if the amount of the Note is expected to be
capitalized as part of the cost of “IS31” and “IS47”.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 7

 Innovative Solar 47, page F -14

41. Please clarify for us and in your document, the status of your acquisition of Innovative
Solar 47 and the Group’s rights and interests in the project leading up to the acquisition.
Your disclosure states you expect to sign definitive documents “imminently ”.   You
further state the purchase price “was” approximately $2.0 million and the Group’s
investment to date in the project is approximately $4.4 million at July 31, 2016.

Aevitas Group Limited Financial Statements
Statement of Profit or Loss and Othe r comprehensive Income, page F -17

42. We note your disclosure on page F -23 that you record revenue for rendering of services.
Please tell us what consideration you gave to separately disclosing revenue and cost of
revenue for service related streams.  Please  refer to rules 5 -03(b)(1) and (2) of Regulation
S-X.

Notes to the Financial Statements
3  Critical Accounting Estimates and Judgments, page F -29
Key Estimates – impairment of goodwill, page F -29

43. Please revise your filing to identify any CGUs that are at  risk of failing the impairment
test and the corresponding excess of recoverable amount over carrying value.

Key Judgements – provision for impairment of receivables, page F -29

44. Given the significance of your receivable balance, please provide a more robu st
discussion of the information that you analyze in determining if an impairment of your
receivable exists.

Note 20 – Tax assets and liabilities, page F -43

45. Please tell us and disclose the nature of your recognized deferred tax assets and why you
belie ve it is probable that these assets will be recovered in the form of economic benefits
in future periods.   We note you present significant pretax losses in every period
presented in your financial statements.   Please refer to paragraphs 27 and 82(b) of I AS
12 for guidance.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 8

  the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Mindy Ho oker, Staff Accountant at 202 -551-3732  or Kevin Stertzel ,
Staff Account ant, at 202 -551-3723