Retail Cube Prospectus - RCG Corporation

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Historical and forecast information Unless otherwise indicated, references in this Prospectus to historical financial information are to the Pro forma Consolidated Historical Financial Information included in Section 5. The Pro forma Consolidated Historical Financial Information contained in this Prospectus has been derived from the financial reports that were subject to audit or review engagements of the Groups, and has been prepared in accordance with the recognition and measurement requirements, but not all of the disclosure requirements, of applicable Accounting Standards and other mandatory professional requirements (Urgent Issues Group’s Consensus Views) in Australia. See Section 5 for a full description of the bases upon which the Consolidated Historical Financial Information has been prepared and the assumptions upon which that information relies. The Pro forma Consolidated Forecast for FY2004 is derived from the Pro forma Consolidated Historical Financial Information for the six months ended 31 December 2003 and Directors’ forecasts for the six months ending 30 June 2004. This reflects the full year impact of the proposed corporate structure to be in place upon acquisition of each of the Groups by Retail Cube, as if they were acquired as at 1 July 2002. Amortisation of goodwill and anticipated corporate costs arising from the acquisition have only been included from the anticipated date of acquisition. The FY2004 Statutory Financial Results of Retail Cube will differ from the Pro forma Consolidated Forecast of Financial Performance for FY2004 insofar as they will reflect Retail Cube’s actual financial results from the actual date of acquisition of the Groups to 30 June 2004. The Forecast Financial Information detailed in Sections 5.2 and 5.4 of this Prospectus has been prepared with reference to a number of estimates and assumptions, including the General and Specific Assumptions set out in Section 5.3 of this Prospectus. Both the Forecast Financial Information and the assumptions are by their very nature subject to significant inherent business, economic and political uncertainties and risks. Many of these are outside of the control of the Directors and are not predictable. Therefore, actual financial results may vary from those forecast and variations may be materially positive or negative. All financial amounts contained in this Prospectus are expressed in Australian currency page [8] unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. 2.11 Risk factors As with any other stock market investment, an investment in Retail Cube is subject to a number of risks. The price of the Shares may fall as well as rise. Key risks associated with an investment in the Company are described in Section 8 of this Prospectus. Some are general risks, while others are specific to an investment in Retail Cube. All of these risks may impact the Company’s future performance; many are outside the control of the Company and the Directors and cannot be mitigated. Before you submit an Application, you should read the entire Prospectus carefully and, in particular, you should consider the assumptions underlying the Pro forma Consolidated Forecasts and the Risk Factors (see Section 8 of this Prospectus). 2.12 Dividend Policy The Directors intend to adopt a dividend policy of annually distributing between 55% and 70% of net operating profit after tax to Shareholders, subject to the provisions of the Corporations Act, the Constitution and ongoing cash requirements. Based on the current forecasts this is likely to result in a fully franked dividend for FY2005 of 6.5% on the Issue Price. The Directors believe that Retail Cube will have sufficient franking credits to enable the dividend to be fully franked. The Directors cannot give any assurances as to the amount or timing of future dividends or franking credits attaching to such dividends. The payment of any dividend and the level of any franking are dependent on a range of factors, including future earnings, financial position, investment opportunities, the taxation position of the Company and future operating conditions. 2.13 How to apply for shares Applications for Shares will be only accepted on the Application Forms accompanying this Prospectus or accompanying the Prospectus in electronic form. Detailed instructions on completing the Application Form can be found in the Application Form. The Sponsoring Broker to the Offer, CommSec will make the Prospectus available on its website at www.commsec.com.au and CommSec may have an online application facility. Applications must be accompanied by a personal cheque or bank draft in Australian currency
drawn on an Australian branch of an Australian represented bank for an amount equal to $0.50 for each Share applied for. Applications must be for a minimum subscription of 4,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($500). Cheques must be made payable to “RETAIL CUBE LIMITED SHARE OFFER – FLOAT ACCOUNT”, and crossed “Not Negotiable”. Payments by cheque will be deemed to be made when the cheque is honoured by the bank on which it is drawn. No stamp duty or brokerage is payable by Applicants. The amount payable on Application will not vary during the period of the Offer and no further amount is payable on allotment. Additional copies of the Prospectus can be obtained by writing to Retail Cube Limited Share Offer, C/- Computershare Investor Services Pty Limited, GPO Box 7115, Sydney NSW 2001 or by downloading them from the Company’s website at www.retailcube.com.au or the Sponsoring Broker’s website at www.commsec.com.au. Application Forms must be forwarded to: Retail Cube Limited Share Offer C/- Computershare Investor Services Pty Limited GPO Box 7115 Sydney NSW 2001 or hand delivered to: Retail Cube Limited Share Offer C/- Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2001 Applications must be received by the Share Registrar, Computershare Investor Services Pty Limited, on or before the Closing Date. Applicants are advised to lodge their Applications as early as possible after the Offer opens. The Company reserves the right to vary the dates and times of the Offer, including the right to close the Offer without notice at any time after expiry of the Exposure Period. 2.14 Acceptance of Applications The Company may accept or reject any Application, or accept an Application in respect of a number of Shares less than the number for which the Applicant applies. Acceptance of an Application by the Company creates a legally binding contract between the Applicant and the Company for the number of Shares for which the Application is accepted. Acceptance only takes place on the Allotment of Shares. Where an Application is rejected, the Application Monies will be returned in full. If the number of Shares allotted to the Applicant is fewer than the number for which the Applicant applied, the surplus Application Monies will be returned. Interest will not be paid on the returned Application Monies. 2.15 Allotment of shares Application Monies for Shares offered under this Prospectus will be held in a trust account until the Allotment of Shares. If the Offer does not proceed, all Application Monies will be returned in full, without interest. The Directors will proceed with the Allotment of Shares that are the subject of successful Applications as soon as possible after the Closing Date and the granting of ASX permission for official quotation of Shares unconditionally or on conditions acceptable to the Directors. Pending the issue by the Company of the Shares offered under this Prospectus, the Company will deposit Application Monies in a separate bank account and keep them there for so long as those Application Monies, or any part of them, are liable to be repaid in accordance with the Corporations Act and this Prospectus. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants trading Shares before they receive their Shareholder statements will do so at their own risk. 2.16 ASX Listing The Company will make an application to the ASX within 7 days after the Prospectus Date for admission to the official list and for quotation of all Shares on the ASX (other than the Shares classified as “restricted securities” by the ASX, if any). If granted, official quotation will commence as soon as practicable after the Allotment of Shares to Applicants and the issue of statements of holdings. The ASX, its officers and employees take no responsibility for the contents of this Prospectus. The fact that the ASX may admit the Company to its official list is not to be taken in any way as an indication that the ASX has endorsed the merits of the Company. If the Company is not admitted to the official list of the ASX and the Shares offered under this Prospectus are not granted official quotation by the ASX within 3 months after the date of this Prospectus, all Application Monies will be refunded without interest to Applicants within the time prescribed by the Corporations Act. page [9]
Page 1 and 2: Sponsoring Broker: Retail Cube Limi
Page 3 and 4: Summary of the offer Key offer stat
Page 5: Eric J. Melman, Chairman, Retail Cu
Page 8 and 9: Equityholders of the Groups who wil
Page 13 and 14: 3. Business overview 3.1 Retail Cub
Page 15 and 16: 3.2 The Athlete’s Foot 3.2.1 Hist
Page 17 and 18: $700m per annum. These fi gures exc
Page 19 and 20: 3.3 Amazing Paints 3.3.1 History an
Page 21 and 22: able to develop new unique products
Page 23 and 24: Chef King product range All the Kin
Page 25: 3.4.7 Senior Management Maurice Jof
Page 28: William Bartlett (age 55), Non Exec
Page 32 and 33: year was subject to an independent
Page 34 and 35: † For the purposes of this Prospe
Page 36 and 37: no evidence of any change to the ge
Page 38 and 39: that Applications totalling $20,500
Page 40 and 41: 6. Independent Accountants’ repor
Page 42 and 43: . The Summarised Pro forma Consolid
Page 44 and 45: Statement of Financial Position as
Page 46 and 47: 7. Independent Accountants’ repor
Page 48 and 49: . The Summarised Pro forma Consolid
Page 51 and 52: 8. Risk factors The risk factors ou
Page 53 and 54: contamination. These warranties are
Page 55 and 56: 9. Additional information 9.1 Regis
Page 57 and 58: of shares), issue and allot, or gra
Page 59 and 60: Stock (merchandise inventory): $80,
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equirements of the Corporations Act
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or threatened civil litigation, arb
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the successful conduct and closing
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in New Zealand (in accordance with
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Constitution Constitution of the Co
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Notes
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Notes
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HOW TO COMPLETE THE APPLICATION FOR
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This is an important document and y
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Retail Cube Prospectus - RCG Corporation

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