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Summary of

Securities Act (Dominion Retail Fund Limited) Exemption Notice 2004

2004/120

Gazetted on 13 May 2004
Expires on 31 December 2004

Effects of the exemption
Dominion Retail Fund Limited is able to include the following information in their registered prospectus:

• financial information about the business to be acquired by Dominion Retail that differs from that required under the Securities Regulations 1983; and
• a prospective statement of cash flows that is aligned to the accounting period of Dominion Retail, rather than the date of the prospectus.

Background
Dominion Retail proposes to offer shares and convertible notes to the public. The proceeds of the offer will be used to purchase the Johnsonville Shopping Centre and to cover related fees and expenses. Dominion Retail is an incorporated company, but will not commence business until the offer closes on 30 September 2004.

The exemption
Dominion Retail and its representatives are exempted from:

• clause 10(1)(c) of the First Schedule of the Securities Regulations 1983; and
• clauses 11(3)(f) of the First Schedule and 8 (3)(f) of the Second Schedule of the Securities Regulations 1983, to the extent that these provisions require the registered prospectus to include the following information about the business to be acquired by the company:
  • an audited consolidated statement of financial position; and
  • an audited consolidated statement of financial performance; and
  • a consolidated statement of cash flows.

Conditions
The exemption from clause 10(1)(c) of the First Schedule is subject to the condition that the registered prospectus includes:

• a prospective statement of cash flows for the company for each of the financial years ending 31 March 2005 and 31 March 2006, which complies with clause 10(2) of the First Schedule; and
• a prominent statement that the audited financial statements for the business are not available and that as such the prospective statement of cash flows cannot be relied upon in the same way as if it were based on audited information relating to the business to be acquired.

The exemptions from clause 11(3)(f) of the First Schedule and clause 8(3)(f) of the Second Schedule are subject to conditions that the registered prospectus:

• specifies the information which the company is exempted from including; and
• includes certain unaudited management financial statements; and
• includes certain warnings and explanations about the limitations of the information in the registered prospectus.

Reasons
The exemption from clause 10(1)(c) of the First Schedule of the Regulations will mean that the prospective statement of cash flows will be aligned to Dominion Retail's normal accounting period. This means that the information will be more easily comparable to the financial statements of Dominion Retail and more useful for investors.

The information required under clause 11(3)(f) of the First Schedule and clause 8(3)(f) of the Second Schedule of the Regulations is not available to Dominion Retail. The condition of the exemptions requires Dominion Retail to provide investors with the best available financial information in relation to the business to be acquired. The condition of the exemptions warns investors that the information is taken from unaudited and unapproved financial statements and therefore cannot be relied upon in the same way as audited financial statements, and informs investors of the reasons why the prior joint venture owners declined to sign the financial statements.