Retail Cube Prospectus - RCG Corporation

the successful conduct and closing of the Offer;
the Directors resolving that the Company can
satisfy the ASX requirements for its Listing
on ASX and the official quotation of its Shares
on ASX (including compliance by the Company
with Chapters 1 and 2 of the Listing Rules);
execution of the senior executive service
agreements by the Key Employees;
the Directors have convened a Board
meeting to approve the issue of Shares
to the Equityholders and approved all
actions necessary to ensure that each of
the Equityholders become the registered
holders of the Shares issued to them;
the Company is not in breach of the warranties
it has given to the Equityholders and none
of those warranties have become materially
false, misleading or incorrect; and
the Equityholders are not in breach of the
warranties they have given to the Company
and none of those warranties have become
materially false, misleading or incorrect.
Given that it has no trading history, Retail
Cube has provided the Equityholders of
each Group with only limited warranties.
Warranties provided by Retail Cube include
a warranty regarding corporate governance
and warranties as to capacity and authority to
enter into the Share Purchase Agreements.
The Equityholders, including the beneficial
holders of the equity in each Group, have
provided the Company with extensive
warranties, including warranties that:
they have the capacity to enter into
the Share Purchase Agreements;
the Groups are solvent;
accounts have been prepared in accordance
with Australian Accounting Standards and,
other than disclosed, all taxation returns
have been lodged and taxes have been paid;
each Group’s business has been conducted
in the ordinary course of ordinary
business since 30 June 2003;
assets, including intellectual property, are
owned, leased or licensed as disclosed and
do not infringe any third party rights;
no default under any material
contract has occurred;
all required payments to employees under
superannuation legislation have been made;
the Groups are not subject to investigation,
prosecution, litigation, proceeding
or other form of dispute resolution or
mediation, and the relevant directors
are not aware of any circumstances
which would give rise to such action;
all insurance policies are in
full force and effect;
all taxes and duties payable by all
entities in each Group have been paid or
provided for in that Group’s accounts;
no Group is in dispute or disagreement
with any government agency for tax;
no party to any property lease is in
material breach of any obligation under,
or default of any of the property leases,
or any covenant affecting any of the
premises to which such leases relate;
all environmental laws have been complied
with. (Specific environmental warranties
have been given by the Equityholders of
Amazing Paints regarding the paint production
facilities on the St Marys Property); and
in the case of The Athlete’s Foot, it has
complied in all respects with the Trade
Practices Act 1974 and the Trade Practices
(Industry Codes – Franchising) Regulations
1998 in relation to each of the franchise
agreements, unless otherwise disclosed.
The limitations on liability of the Company
to the Equityholders of each Group and by the
Equityholders (including the beneficial holders
of the equity in each Group) to the Company
in respect of the warranties given include:
where the claim by the beneficiary of the
warranty relates to loss or damage caused by
any negligent act or omission of, or violation
of any applicable law, by that beneficiary;
the amount of each individual claim by the
beneficiary of the warranty must be more
than $50,000, and the total aggregated
claims must be at least $100,000;
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