Retail Cube Prospectus - RCG Corporation

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Constitution Constitution of the Company Directors Each of the directors of the Company from time to time EBIT Earnings before interest and taxes EBITA Earnings before interest, taxes and amortisation of goodwill EBITDA Earnings before interest, taxes, depreciation and amortisation of goodwill Equityholders In relation to each Group, the legal and beneficial holders of the issued equity of that Group, as described in the Share Purchase Agreements Escrowed Shareholders Eric Melman or his nominees; Southcom Holdings Pty Limited ACN 092 353 190 as trustee of the JS Family Trust; Purple Sky Pty Limited ACN 099 676 123 as trustee of the JI Family Trust; Yellow Way Pty Limited ACN 099 676 706 as trustee of the PD Family Trust and Hall Chadwick Chartered Accountants or its nominees Existing Shareholders The Escrowed Shareholders, Robert Estcourt or his nominees and William Bartlett or his nominees Expiry Date The date which is 13 months after the Prospectus Date Exposure Period The seven day period beginning on the Prospectus Date, as extended by ASIC in accordance with the Corporations Act 2001 (Cth), and ending no later than fourteen days after lodgement of this Prospectus FY2003 The financial year ending 30 June 2003 FY2004 The financial year ending 30 June 2004 FY2005 The financial year ending 30 June 2005 FY2006 The financial year ending 30 June 2006 Group Anyone of the Groups Groups The Athlete’s Foot, Amazing Paints and King of Knives Issue Price $0.50 per Share pursuant to the Offer Key Employees Robert Estcourt (the Company), Michael Cooper (The Athlete’s Foot), Michael Hirschowitz (The Athlete’s Foot), Maurice Joffee (King of Knives), Rozelle Joffee (King of Knives), Chris Zournazidis (Amazing Paints) and David Toland (Amazing Paints) King of Knives The King of Knives group of companies, comprising King of Knives Pty Ltd (ABN 34 003 232 531), a company incorporated in Australia, King of Knives Limited (New Zealand Company Number AK435182) as trustee for The Outback Unit Trust and The Outback Unit Trust, a trust formed pursuant to a trust deed dated 20 April 1998 and in accordance with the laws of New Zealand. King of Knives owns and conducts a business of retailing cutting and sharpening instruments for the domestic, trade and professional markets in Australia and New Zealand KoK Share Purchase Agreement The agreement between the Equityholders of King of Knives (as vendors) and the Company (as purchaser) for the acquisition of King of Knives and executed on or prior to the Prospectus Date Listing The admission of the Company to the official list of ASX and the official quotation by ASX of the Company’s Shares Listing Application The application by the Company for Listing Listing Date Means the date of Listing Listing Rules The Listing Rules of ASX as amended by ASX from time to time page [70]
Retail Cube The Company Offer The offer of Shares under this document Option An option in the issued capital of the Company which entitles the holder to subscribe for one Share in the Company Pro forma Consolidated Historical Financial Information Pro forma Consolidated Forecast Financial Information The Pro forma Consolidated Historical Financial Information is derived from the Historical Financial Reports of the Groups that were subject to an audit or review engagement and reflects the proposed corporate structure to be in place upon Completion as if Completion had occurred as at 1 July 2002 but excluding corporate costs and amortisation of goodwill arising from the acquisition. Non-recurring items are eliminated and adjustments have been made to reflect consistent accounting treatment across the Groups The Pro forma Consolidated Forecast Financial Information for the year ended 30 June 2004 is derived from the Pro forma Consolidated Historical Financial Information for the six month period ended 31 December 2003 and the Directors’ forecast for the six month period ending 30 June 2004 using best estimate assumptions. The Pro forma Consolidated Forecast Financial Information for the year ending 30 June 2005 is derived from the Pro forma Consolidated Forecast Financial Information for the year ending 30 June 2004 and the Directors’ forecasts using best estimate assumptions for the year Prospectus Date The date of this Prospectus being the date that this Prospectus was lodged with ASIC Sale Restrictions The sale restrictions agreed by the Equityholders, the Escrowed Shareholders and the Company as described in Sections 2.5, 10.1.1 and 10.1.2 of this Prospectus SCH ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532) SCH Business Rules The business rules of the SCH Share An ordinary share in the Company Share Purchase Agreements Shareholder A holder of Shares AP Share Purchase Agreement, KoK Share Purchase Agreement and TAF Share Purchase Agreement Share Registrar Computershare Investor Services Pty Limited Sponsoring Broker Commonwealth Securities Limited (ABN 60 067 254 399, AFSL 238814) St Mary’s Property Means the property located at the corner of Powers Road and Christie Street, St Mary’s which is owned by Robertson & Co Pty Limited, a company forming part of Amazing Paints TAF Share Purchase Agreement The agreement between the Equityholders of The Athlete’s Foot (as vendors) and the Company (as purchaser) for the acquisition of The Athlete’s Foot and executed on or prior to the Prospectus Date The Athlete’s Foot The Athlete’s Foot Australia Pty Ltd (ABN 57 001 777 582), a company incorporated in the Commonwealth of Australia. The Athlete’s Foot owns and conducts a business of retailing specialist sports and leisure shoes and related accessories in Australia and New Zealand The Company Retail Cube Limited page [71]
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Sponsoring Broker: Retail Cube Limi
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Summary of the offer Key offer stat
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Eric J. Melman, Chairman, Retail Cu
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Equityholders of the Groups who wil
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Historical and forecast information
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3. Business overview 3.1 Retail Cub
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3.2 The Athlete’s Foot 3.2.1 Hist
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$700m per annum. These fi gures exc
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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,
Page 61 and 62: equirements of the Corporations Act
Page 63 and 64: or threatened civil litigation, arb
Page 65 and 66: the successful conduct and closing
Page 67 and 68: in New Zealand (in accordance with
Page 69: This page is intentionally left bla
Page 74 and 75: Notes
Page 76 and 77: Notes
Page 78 and 79: HOW TO COMPLETE THE APPLICATION FOR
Page 84: This is an important document and y
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Retail Cube Prospectus - RCG Corporation

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