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Domino's Pizza Australia New Zealand Limited

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Domino's Pizza Australia New Zealand Limited DOMINO’S PIZZA AUSTRALIA NEW ZEALAND LIMITED ACN 010 489 326 PROSPECTUS _______________________________________________________________________________________________________ FINANCIAL ADVISER LEAD MANAGER IMPORTANT NOTICE_____________________________________ This Prospectus is dated 15 April 2005 and was lodged with ASIC on that date. It is a replacement prospectus which replaces the Company’s prospectus dated 13 April 2005. Neither ASIC nor ASX take any responsibility for the content of this Prospectus or the merits of the investment to which this Prospectus relates. The Company will apply for admission to the official list of ASX and quotation of the Shares on ASX within seven days after the date of this Prospectus. No securities will be issued on the basis of this Prospectus later than 13 months after the date of the Prospectus. You should read this Prospectus in its entirety before deciding to complete and lodge an Application Form and, in particular, in considering the prospects of the Company, you should consider the assumptions underlying the Forecast Financial Information and the risk factors that could affect the financial performance of the Company. You should consider these factors in the light of your personal circumstances (including financial and taxation issues). If you have any questions you should seek professional advice from your stockbroker, accountant or other professional adviser before deciding to invest. Some of the risk factors that should be considered by potential investors are outlined in Section 7. The offer of securities under this Prospectus does not constitute a public offer in any jurisdiction other than Australia. This Prospectus does not constitute an offer to any person to whom, or an offer in any place in which, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. NO DISTRIBUTION OR SALE IN THE UNITED STATES No action has been taken to register or qualify this Prospectus, the Shares or the Offer, or otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The shares being offered in this Prospectus have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered, sold or resold in the US or to, or for the account or benefit of US Persons, except in accordance with an available exemption from registration, under the US Securities Act and applicable US state securities laws. Neither this Prospectus nor the accompanying Application Forms may be sent to investors in the US or otherwise distributed in the US or to US Persons. The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus in electronic form within Australia. DISCLAIMER No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Vendor Shareholders, the Company or the Directors. EXPOSURE PERIOD This Prospectus will be made generally available to Australian residents during the Exposure Period by being posted on the Company’s Internet site at www.dominos.com.au. The purpose of the Exposure Period is to enable examination of the Prospectus by market participants prior to the raising of funds. Applications under this Prospectus received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period. A free paper copy of this Prospectus is available on request to the Company during the Exposure Period. ELECTRONIC PROSPECTUS This Prospectus may be viewed at www.dominos.com.au. The Prospectus is only available online to residents in Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. A paper copy of this Prospectus is available free of charge to any person in Australia on request to the Registry or the Lead Manager during the Offer Period. Applications may only be made on a printed copy of the Application Form attached to or accompanying this Prospectus. The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a hard copy of this Prospectus or the completed and unaltered electronic version of this Prospectus. PRIVACY If you apply for Shares, you will provide personal information to the Vendor Shareholders, the Company and the Registry. The Vendor Shareholders, the Company and the Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. Company and tax laws require some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. The Vendor Shareholders, the Company and the Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988: • Lead Manager in order to assess your Application; • Registry for on-going administration of the register; and • Printers and the mailing house for the purposes of preparation and distribution of statements and for handling of mail. Under the Privacy Act 1988 (Cwlth), you may request access to your personal information held by (or on behalf of) the Company, the Vendor Shareholders or the Registry. You can request access to your personal information by telephoning or writing to the Vendor Shareholders or the Company through the Registry as follows: Mailing address: GPO Box 7115, Sydney NSW 2001 Delivery address: Level 3, 60 Carrington Street, Sydney NSW 2000 DEFINITIONS AND ABBREVIATIONS Defined terms and abbreviations used in this Prospectus are explained in the Glossary at the end of this document. FINANCIAL AMOUNTS The financial amounts in this Prospectus are expressed in Australian dollars unless stated otherwise. DOMINO’S PIZZA AUSTRALIA NEW ZEALAND LIMITED SHARE OFFER CONTENTS _________________________________________________________________ KEY DATES AND OFFER STATISTICS 2 CHAIRMANS LETTER 3 1. INVESTMENT OVERVIEW 16 2. DETAILS OF THE OFFER 24 3. INDUSTRY OVERVIEW 32 4. BUSINESS PROFILE 38 5. OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE 48 6. FINANCIAL INFORMATION 58 7. RISK FACTORS 78 8. INVESTIGATING ACCOUNTANTS’ REPORT 84 9. REVIEW OF DIRECTORS’ FORECAST FINANCIAL INFORMATION 90 10. MATERIAL CONTRACTS 98 11. ADDITIONAL INFORMATION 104 12. GLOSSARY 118 APPENDIX A - DETAILED FINANCIAL INFORMATION 123 LOCATION OF STORES 139 APPLICATION FORMS 141 DIRECTORY INSIDE BACK COVER 1 DOMINO’S PIZZA AUSTRALIA NEW ZEALAND LIMITED SHARE OFFER KEY DATES AND OFFER STATISTICS________________________________________________________________ KEY DATES Offer Opens Wednesday, 20 April 2005 Offer Closing Date for Priority Offer and Exempt Employee Plan Offer 12 noon, Tuesday, 3 May 2005 Offer Closing Date for Broker Firm Offer 12 noon, Friday, 6 May 2005 Expected date for Allotment of Shares Tuesday, 10 May 2005 Expected despatch of holding statements Wednesday, 11 May 2005 Shares expected to commence trading on ASX on a normal settlement basis Monday, 16 May 2005 KEY OFFER STATISTICS Offer Price per Share $2.20 Number of Shares Offered 34,090,909 Total Shares on issue on completion of the Offer 60,000,000 Market Capitalisation at the Offer Price $132 million Forecast for year ending 30 June 2005 30 June 2006(1) Network Sales $300.0 million $350.5 million Revenue $139.8 million $157.1 million NPAT (pre goodwill amortisation and share issue costs) $7.8 million $10.7 million NPAT (post goodwill amortisation and share issue costs) $5.8 million $9.3 million Earnings per Share (pre goodwill amortisation and share issue costs)(4) 13.0 cents 17.8 cents Earnings per Share (post goodwill amortisation and share issue costs)(4) 9.7 cents 15.5 cents Dividends per Share (fully franked) 0.7 cents(2) 8.5 cents Price earnings multiple at the Offer Price (pre goodwill amortisation and share issue costs)(5) 16.9x 12.3x Forecast dividend yield (fully franked) at the Offer Price 2.5%(3) 3.9% Notes: (1) 2006 Forecasts based on AGAAP. Refer to Table 1.1 in Section 1.5 for 2006 A-IFRS Forecast. (2) Forecast 2005 Dividend based on 1.5 months to 30 June 2005. (3) Forecast 2005 Dividend yield based on the Offer Price and annualised for 12 months. (4) Basic Earnings Per Share not diluted for options on issue. Refer Section 11.5 and 11.11. 2 (5) Price earnings multiple at the Offer Price calculated using basic Earnings Per Share. Refer footnote 4. DOMINO’S PIZZA AUSTRALIA NEW ZEALAND LIMITED SHARE OFFER CHAIRMAN’S LETTER ___________________________________ 13 April 2005 Dear Investor On behalf of the Directors, I have great pleasure in offering you the opportunity to invest in Domino’s Pizza Australia New Zealand Limited (“Domino’s Pizza”). The Domino’s brand was founded in the United States in 1960 and is owned by Domino’s Pizza, Inc, a listed US company. Today, there are more than 7,500 Domino’s stores in over 50 countries. Domino’s Pizza holds the exclusive Master Franchise Agreement for Domino’s in Australia and New Zealand. The first Domino’s store was opened in Australia in 1983. Under the leadership of CEO Don Meij, for the three years from 30 June 2001 to 30 June 2004, Domino’s Pizza has achieved compound annual Network Sales growth of over 26%.
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