Retail Cube Prospectus - RCG Corporation

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Prospectus for the issue of 41 million $0.50 Shares to raise $20.5 million Important information ............................................................................ inside front cover Summary of the offer .......................................................................................................... 1 Contents ... 2 1 Chairman’s letter ........................................................................................................ 3 2 Investment overview ................................................................................................. 5 3 Business overview ....................................................................................................... 11 4 Directors & senior management ......................................................................... 25 5 Financial information ............................................................................................. 29 6 Independent accountants report on historical financial information .................................................................................................................... 39 7 Independent accountants report on forecast financial information .................................................................................................................... 45 8 Risk factors ................................................................................................................... 49 9 Additional information .......................................................................................... 53 10 Material contracts .................................................................................................. 62 11 Corporate governance ............................................................................................. 66 12 Glossary ........................................................................................................................... 69 Application form .................................................................................................................. 73 Corporate directory .................................................................................. inside back cover page [2]
Eric J. Melman, Chairman, Retail Cube Limited Dear Investor, On behalf of the Board of Directors it is my pleasure to invite you to become a shareholder in Retail Cube Limited through this initial public offering of Shares. As a result of Listing on the ASX, Retail Cube will become a holding and investment company for The Athlete’s Foot, Amazing Paints and King of Knives, a diverse group of well established, profitable, mid-sized, specialty retailers. As at the date of Listing these operating businesses will have a combined annual turnover of approximately $63m. This excludes sales from franchise stores. It is the intention of the Board to expand this portfolio when suitable investment opportunities arise. By aggregating these three initial businesses and potential future acquisitions into a single listed entity, the Board believes that Retail Cube will create a platform that delivers significantly enhanced opportunities for growth and expansion, whilst at the same time diversifying individual business risk. This will be achieved by providing additional access to capital, leveraging off an established franchise model and providing cross-segment diversification in the retail sector. A more detailed explanation of how this is to be achieved is outlined in Section 3.1 of this Prospectus. By acquiring Shares in Retail Cube, investors have the opportunity to participate in the ownership of a company that: comprises three successful, profitable, established, mid-sized retail chains; operates proven businesses with strong earnings track records and known brands; has strong, experienced and stable management capable of sharing their expertise across the Groups; 1. Chairman’s letter 19 May 2004 will be one of the few diversified and franchised retail companies listed on the ASX; will have growth potential by way of organic expansion, acquisition and the implementation of a franchising model by both Amazing Paints and King of Knives; has a strong Statement of Financial Position and strong positive cash flows; expects to be able to pay fully franked dividends equivalent to 6.5% on the Issue Price for FY2005; has ongoing commitment from the Equityholders of each Group who will, on Completion, acquire significant equity ownership in the Company; has an experienced and committed Board of Directors; and has diversified away from single business risk by owning established operations in different retail sectors. Whilst the Directors and I commend Retail Cube to you as an investment opportunity, I urge you to read the entire Prospectus carefully before making your investment decision. On behalf of the Board of Directors of the Company I commend this investment to you and look forward to welcoming you as a Shareholder. Yours Sincerely, Eric J. Melman, Chairman page [3]
Page 1 and 2: Sponsoring Broker: Retail Cube Limi
Page 3: Summary of the offer Key offer stat
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
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
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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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This page is intentionally left bla
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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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