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Summary of

Securities Act (Dominion Retail Fund Limited) Exemption Notice 2005

2005/75

Gazetted on 31 March 2005
Expires on 31 December 2005

Effects of the exemption
Dominion Retail Fund Limited is able to include alternative financial information in its registered prospectus, in place of the summary financial information that would normally be required.

Background
Dominion Retail Fund Limited is a registered company. It purchased the Johnsonville Shopping Centre in September 2004 using the proceeds of a public share offer that opened in May 2004. The shopping centre's previous owners were unrelated to Dominion Retail Fund Limited. The company is now seeking to raise additional funds through an offer of parcels of ordinary shares and convertible notes to the public.

The exemption
Dominion Retail Fund Limited is exempted, subject to conditions, from clause 11(2)(c) of Schedule 1 and clause 8(2)(c) of Schedule 2 of the Securities Regulations 1983 to the extent that these require the registered prospectus to contain:

• summary financial information taken from consolidated financial statements that give a true and fair view of the results and state of affairs of the business; and
• summary financial information for the business between 29 February 2004 and 30 June 2004.

Conditions
The exemptions are subject to the condition that the prospectus states:

• that the summary financial information in the prospectus is compiled from unaudited financial statements that were not approved by the previous owners of the shopping centre;
• the reasons why the previous owners declined to approve those financial statements;
• that no summary financial information for the business is available for the period between 29 February 2004 and 30 June 2004; and
• the reasons why no summary financial information for the business is available for that period.

Reasons
Some of the information required under clause 11(2)(c) of Schedule 1 and clause 8(2)(c) of Schedule 2 of the regulations is not available to Dominion Retail Fund Limited.

The condition of the exemptions provides investors with the best available financial information in relation to the Johnsonville Shopping Centre business.

The condition of the exemptions warns investors that the information is taken from unaudited financial statements that were not approved by the directors of the prior joint venture owners of the Johnsonville Shopping Centre business, the reasons why those directors declined to approve them, and the reasons why certain financial information is not available.