Retail Cube Prospectus - RCG Corporation

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Important information Retail Cube Limited ABN 85 108 096 251 The Offer contained in this Prospectus is an invitation to apply for Shares in Retail Cube Limited (“Retail Cube” or the “Company”), a holding company which on Completion will wholly own three operating groups – The Athlete’s Foot, Amazing Paints and King of Knives (the “Groups”, and each one a “Group”). These Groups are further defined in the Glossary in Section 12. Acquisition of the Groups The Company has entered into separate agreements with the holders of the issued equity in each of the Groups to acquire those Groups (the “Share Purchase Agreements”). Completion of the acquisition of each Group by the Company is interdependent on Completion of the acquisition of the other two Groups. The material terms of the Share Purchase Agreements are summarised in Section 10.1.1 of the Prospectus. This Prospectus Authorisation This Prospectus is dated 19 May 2004 (“Prospectus Date”) and was prepared and issued by Retail Cube Limited. A copy of this Prospectus was lodged with the Australian Securities and Investments Commission (“ASIC”) on the Prospectus Date. No responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates is taken by ASIC or the Australian Stock Exchange Limited (“ASX”). No person is authorised to provide any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company. Availability This Prospectus will be issued in paper form and also as an electronic prospectus (“Electronic Prospectus”). The offer of Shares pursuant to the Electronic Prospectus is available to persons receiving an Electronic Prospectus within Australia. A copy of this Prospectus is available at the website of the Company, www.retailcube.com.au and the Sponsoring Broker, CommSec, at www.commsec.com.au. A copy of the paper Prospectus and paper Application Form will be sent free of charge to any person who requests these documents by contacting the Company on (02) 8594 9292, the Retail Cube Investment Hotline on 1800 059 312 or CommSec on 13 15 19. Restricted distribution The Prospectus has been prepared in accordance with the Corporations Act 2001 (Cth) (“Corporations Act”) for distribution only within the Commonwealth of Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and therefore persons who obtain this Prospectus should seek advice on, and observe, such restrictions. Any person into whose possession this Prospectus comes (including nominees, trustees or custodians) who would, or otherwise intend to, forward this Prospectus to any jurisdiction outside Australia should seek appropriate advice before taking any action. Any non-compliance with restrictions in force in jurisdictions outside of Australia may contravene applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The Shares have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States. Your decision to invest It is important that you read this Prospectus in its entirety before deciding to apply for Shares under the Offer. If, after reading this Prospectus, you have any questions as to how to deal with this Prospectus, you should contact your stockbroker, solicitor, accountant or professional adviser. Certain terms and abbreviations used in this Prospectus are defined in the Glossary, which can be found at Section 12 of this Prospectus. The Offer does not take into account your investment objectives, your financial situation or your particular needs. In particular, the Directors advise you to consider the risk factors that could affect the performance of the Company before proceeding with any decision to invest. You should carefully consider these factors in the light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to invest. A number of key risk factors that you should consider are outlined in Section 8 of the Prospectus. Listing of the shares An application for admission of the Shares for quotation on the ASX will be made within seven days after the Prospectus Date. If permission to list is not granted within three (3) months of the Prospectus Date, all Application Monies in respect of the Shares will be refunded without interest in accordance with the Corporations Act. No Shares will be issued on the basis of this Prospectus later than 13 months after the Prospectus Date. Exposure Period The Exposure Period begins on the Prospectus Date and ends on the day which is seven days after the Prospectus Date. ASIC may extend this period by notice in writing to the Company provided that this extended period ends no more than 14 days after the Prospectus Date. This Prospectus will be made generally available during the Exposure Period at www.retailcube.com.au and at www.commsec.com.au. The Corporations Act prohibits Retail Cube from processing Applications during the Exposure Period. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. That is, no Shares will be allotted or issued on the basis of this Prospectus during the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. CHESS The Company will apply to the ASX to participate in the Clearing House Electronic Subregister System (“CHESS”). Accordingly, Share certificates will not be provided to successful Applicants. Following Allotment of Shares, the Company will provide Shareholders with Holding Statements that set out the number of Shares allotted to each successful Applicant in accordance with this Prospectus. That notice will also advise Shareholders of their Securityholder Reference Number (“SRN”) or Holder Identification Number (“HIN”). If there is a change in shareholding during a month, the relevant Shareholder will receive a Holding Statement reflecting the change(s) as at the end of that month. Shareholders may also request the Company to provide a Holding Statement at other times which may be subject to an administration fee. Protecting your privacy Applicants If you apply for Shares, you will be asked to provide personal information to Retail Cube through Computershare Investor Services Pty Limited (the “Share Registrar”). The Company, and the Share Registrar on its behalf, hold and use that personal information in order to assess and process your Application, and if your Application results in the issue of Shares, to administer your holding in the Company. Tax and corporate law requires some of the information to be collected in connection with your Application. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. Furthermore, the Company may not be able to service your needs as an investor, nor provide services and facilities that you request. Shareholders If you become a Shareholder, the Corporations Act requires the Company to include your name, address and details of the Shares you hold in the public register. Your personal information must remain in the Company’s register even if you cease to hold Shares. The Company will use your personal information in the public register to comply with its legal and regulatory obligations and requirements and to communicate with you about the Company and your holding of Shares (including sending annual reports, financial reports and any distribution payments). The Company and the Share Registrar may disclose your personal information to third parties for the purposes set out in this privacy notification and otherwise as permitted by the Privacy Act 1988 (Cth). The types of parties to which the Company and the Share Registrar may disclose your personal information include their agents, professional advisers, printers and mailing houses, the ASX and other regulatory authorities. If you become a Shareholder, your information may also be used or disclosed from time to time to inform you about the Company’s products or services that the Company thinks may be of interest to you. If you do not want your personal information used for this purpose, you should contact: The Company Secretary Retail Cube Limited c/o The Athlete’s Foot Unit 7, 29 Bridge Road Stanmore, NSW 2048 Telephone: (02) 8594 9292 Facsimile: (02) 9550 3573 Email: companysecretary@retailcube.com.au Access to your personal information Under the Privacy Act 1988 (Cth), you may request access to your personal information held by or on behalf of the Company, subject to certain exemptions in that Act. The Company reserves the right to charge you a reasonable fee for providing access to your personal information. You can request access to your personal information by writing to the Company Secretary using the contact details immediately above.
Summary of the offer Key offer statistics Issue Price (per Share) ................................................................ $0.50 Shares available under the Offer ................................................. 41.00 million Offer proceeds ......................................................................... $20.50 million Number of Shares on issue ........................................................ 84.00 million Market capitalisation at Issue Price ......................................... $42.00 million Key Financial Information Pro forma consolidated Pro forma forecast Pro forma forecast $000’s FY2003 FY2004 FY2005 Revenue 58,864 62,828 67,168 EBITA 5,915 6,060 6,717 EBIT 5,897 6,016 6,084 Net profit after tax (pre goodwill amortisation) 4,113 4,210 4,646 Number of Shares 84,000,000 84,000,000 Earnings per Share (pre goodwill amortisation) 1 Price Earnings Ratio at Issue Price 5.01 cents 5.53 cents 9.04 times Dividend per Share 3.25 cents Dividend Yield at Issue Price 6.5% Dividend Franking 100% 1 The Earnings per Share has been calculated on an undiluted basis and excludes the Shares which may be issued pursuant to Options on issue. Key Dates Prospectus Date ............................................................................................. 19 May 2004 Offer Opens .................................................................................................... 27 May 2004 Offer Closes .................................................................................................. 23 June 2004 Completion Date (Share Purchase Agreements) ............................................... 1 July 2004 Expected dispatch of shareholding statements ................................................. 1 July 2004 Trading expected to commence on the ASX ...................................................... 5 July 2004 All dates in this timetable are indicative only and may change. All dates and times are references to dates and times in Sydney. Investors are encouraged to submit their Applications as early as possible. The Directors reserve the right, at their sole discretion, to vary the dates and times of the Offer, including to close the Offer early, extend the Closing Date, or to accept late Applications either generally or in particular cases, without giving prior notice to any recipient of this Prospectus or any Applicant. page [1]
Page 1: Sponsoring Broker: Retail Cube Limi
Page 5: Eric J. Melman, Chairman, Retail Cu
Page 8 and 9: Equityholders of the Groups who wil
Page 10 and 11: Historical and forecast information
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
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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
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Page 51 and 52: 8. Risk factors The risk factors ou
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contamination. These warranties are
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9. Additional information 9.1 Regis
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of shares), issue and allot, or gra
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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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