Racing Club No 1 Ltd Prospectus 5th October 2017 RACING CLUB NO 1 LTD A.C.N. 621 611 809 AFS Rep. No. 001258523 PROSPECTUS 5th October 2017 Registered Office: Nexus Norwest, Level 5, 4 Columbia Court, Baulkham Hills NSW 2153 Administration Office: P.O. Box 6992 Baulkham Hills BC NSW 2153 Phone: 1800 687 066 Fax: (02) 9672 6412 Website: www.racingclub.net.au Email: [email protected] _____________________________________________________________________ This prospectus is dated and was lodged with the Australian Securities and Investments Commission (ASIC) on 5th October 2017. No responsibility as to the contents of this prospectus is taken by ASIC. No securities will be issued on the basis of this prospectus later than 12 months after the date of this prospectus. Secret Agenda Winning Owners Prospectus This document is issued by Racing Club No 1 Ltd (‘RCN1’) ACN 621 611 809 (‘Company’, ‘Club’ or ‘RC’). Racing Club No 1 Ltd is an authorised representative (authorised representative no. 001258523) of Blueblood Thoroughbreds (AUST) Pty Ltd (‘BBT’), holder of Australian financial services (“AFS”) licence number 413585. The owners by whole or part of the horses will be Racing Club No 1 Ltd a Company Racing Syndicate registered with the Queensland Racing Integrity Commission (‘QRIC’). Racing under its Registered Company Name “Racing Club No 1 Ltd”. This Prospectus is dated 5 October 2017 and was lodged with the Australian Securities and Investments Commission (‘ASIC’) on that date. ASIC takes no responsibility as to the contents of this Prospectus. No shares will be issued on the basis of this Prospectus later than 12 months after the date of this Prospectus. This document is important and should be read in its entirety. Page 1 of 26 Racing Club No 1 Ltd Prospectus th 5 October 2017 Exposure Period The Corporations Act 2001 (‘Corporations Act’) prohibits the Company from processing applications for shares in the 7-day period after the date of lodgement of this Prospectus with ASIC. This period may be extended by ASIC for up to a further 7 days. This period is an exposure period to enable this Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period will not be processed until after the expiry of the period. No preference will be given to applications received during that period. No performance guarantee Purchasing shares in RCN1 should be regarded as speculative and shareholders should regard their shares as an entry in to racing horses for entertainment value rather than returns before accepting this Offer. Prospective shareholders should seek independent professional investment advice before accepting this Offer. Please consult your legal, financial or other professional adviser before making a decision to invest in shares. Horse racing is a speculative venture and no person involved in producing this Prospectus (including the Company and BBT, their directors and advisers) guarantees the performance of the shares of a return or any capital or income. An investment in shares in RACING CLUB NO 1 LTD should be regarded as speculative and investors should seek independent professional investment advice before accepting this offer. This document provides detail regarding the company, details of the securities to be offered, the use to which the funds will be put and the current financial statement of the company and should be read in its entirety. Horse racing is a speculative venture with no guarantee of a return and as such investors should take care before accepting this offer. Risks include, but are not limited to, the risk that the racehorses are injured and unable to race, the risk of death of the horses (although all are covered for their purchase price by MORTALITY INSURANCE), the risk that the horses prove to be unsuitable for horse racing and the risk that the cost of racing increases dramatically making the venture unviable. No person is authorised to give information or to make any representation in connection with the offer that is not contained in this prospectus. The offer constituted by this prospectus is only available to the person receiving this prospectus within Australia and does not constitute an offer in any jurisdiction which, or to any person whom, it will be unlawful to make such an offer. An application for shares, pursuant to this offer, can only be made by completing and lodging the application form that accompanies this prospectus. Photos Photographs of horses in this document are not of the animals to be acquired by RCN1 unless expressly stated. Page 2 of 26 Racing Club No 1 Ltd Prospectus th 5 October 2017 Racing Club No 1 Ltd PROSPECTUS TABLE OF CONTENTS 1. Highlights of the Offer. 2. Horse Portfolio 3. Benefits 4. The Shares 5. Frequently Asked Questions 6. Board of Directors 7. Training and Racing 8. Administration, Accounting and Management 9. Important Dates 10. Financial Forecast 11. Corporate Directory 12. Financial Affairs 13. Execution of Prospectus 14. Application Instructions Page 3 of 26 Racing Club No 1 Ltd Prospectus th 5 October 2017 1. HIGHLIGHTS OF THE OFFER WHAT IS RACING CLUB NO 1 LTD? Racing Club No 1 Ltd is a horse racing company and has purchased six, whole or part, thoroughbred racehorses with the intention of racing them. It is intended that RACING CLUB NO 1 LTD will operate for a three year period with an expected start date of 5th December, 2017. On 4th October, 2020, on the end date, at the absolute discretion of the Directors, the Company will either be wound up and the proceeds of the winding up distributed to the shareholders in accordance with the Corporations Act, or the activities of the Company may continue for a further unlimited period, at the Director’s discretion and surplus funds distributed after the additional period. The shares offered under this Prospectus are fully paid ordinary shares issued in Racing Club No 1 Ltd ACN 621 611 809 (‘Company’, ‘Club’ or ‘RCN1’). The owner of the horses will be RACING CLUB NO 1 LTD, a racing syndicate licensed with Queensland Racing Integrity Commission (QRIC). The racing license enables all horses owned by RACING CLUB NO 1 LTD to be raced at tracks throughout Australia under the RACING CLUB NO 1 LTD name. Offer opens Friday, 5 October 2017 Closing Date* Friday, 4 October 2018 Offer Price (per share) $1,595 fully paid ordinary shares Shares offered under this Prospectus: 1,000 Minimum Subscription for the Offer to 10 shares. No shares will be issued until the Minimum proceed Subscription has been achieved which means that investors will have no ownership interest in horses until the Minimum Subscription is achieved and shares are issued. Total shares on issue after the Offer 1,000 Amount to be raised under the Offer $1,595,000 Is the Offer underwritten? No, the Offer is not underwritten. 2. THE HORSE PORTFOLIO RACING CLUB NO 1 LTD have purchased six horses (whole or part) utilising the professional and vast thoroughbred experience of Carol Walsh, Managing Director of Blueblood Thoroughbreds (AUST) Pty Ltd, one of Australia's Leading Racehorse Syndicators for the past 7 years, when purchasing and selecting horses on behalf of RACING CLUB NO 1 LTD. Each Racehorse has had an independent Veterinarian clinically inspect and X-rayed (where applicable) where the Veterinarian provides a Vet Certificate which specifies that each horse is suitable and fit for racing. Carol Walsh and her associated companies, have one of the best selection processes in the industry. Page 4 of 26 Racing Club No 1 Ltd Prospectus th 5 October 2017 For the avoidance of any doubt, RCN1 discloses that the horses purchased by RCN1 in this prospectus, has an association with and not limited to, Carol Walsh, Blueblood Thoroughbreds (AUST) Pty Ltd, Blueblood Thoroughbreds (Australia) Pty Ltd and Frontier Bloodstock Management Pty Ltd. RCN1, due diligence, took the initiative and further obtained an independent bloodstock valuation from a member of the Federation of Bloodstock Agents Australia Limited in John Ford Bloodstock Agent and Consultant (48 years’ experience). Refer to Purchase of Horses in Section 10 Financial Forecast. The purchase price is the fair market value agreed by John Ford Bloodstock Agent and Consultant, a full member of the Federation of Bloodstock Agents Australia Limited. Carol Walsh looks for the following when purchasing racehorses: • Superior quality racehorses, focusing on pedigree and conformation. • Smart and well-tempered racehorses. • Athleticism, strength, good bone and a nice type. • Solid Nicks breeding crosses that favour racetrack success. Not A Single Doubt – Stallion Unencumbered - Stallion 2015 Not A Single Doubt x More Than This Colt 2015 Unencumbered x Los Feliz Filly (90% only available) This outstanding 2yo NOT A SINGLE This beautiful looking 2yo DOUBT Colt is bred on the same cross as UNENCUMBERED Filly looks like an early Miracles Of Life. He has the makings that running 2yo type. She is strong and robust he will run as an early 2YO. He oozes with a big hindquarter. She has been put quality and is built to be a sprinter. This together well, has a lovely temperament colt is correct and is sure to stamp himself and moves very well. She has been broken as a serious racehorse. The colt has been in completing her education with ease. broken in and pre-trained and is currently She has a Nick Rating of A. spelling. He is to be trained by Mick Price at his Caulfield Stables in VIC. Page 5 of 26 Racing Club No 1 Ltd Prospectus 5th October 2017 Turffontein - Stallion Zoustar - Stallion 2015 Turffontein x Rich Mahogany Filly 2015 Zoustar x Hidden Kisses Filly This 2yo TURFFONTEIN filly is an This striking 2yo Bay ZOUSTAR filly has the immaculate type.