Prospectus 2015 Filly by O’Lonhro out of Giggling Girl PROSPECTUS Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 14TH DECEMBER 2017 P
O’LONHRO X GIGGLING GIRL LTD A.C.N. 623 208 266 AFS Rep. No. 001260481 PROSPECTUS
Registered Office: Nexus Norwest, Level 5 4 Columbia Court, Baulkham Hills NSW 2153
Phone: (02) 9937 2000 Fax: (02) 9672 6412 Website: www.bluebloodthoroughbreds.com.au Email: [email protected]
This prospectus is dated and was lodged with the Australian Securities and Investments Commission (ASIC) on the 14th December 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.
O’Lonhro x Giggling Girl 2015 Chestnut Filly (pictured below)
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 “LODGED WITH ASIC” On the 14th December 2017
Horse: Unnamed Thoroughbred
Date of Foal: 5th November 2015
By: O’Lonhro (pictured left)
Out of: Giggling Girl (by Happy Giggle)
Colour/Sex: Chestnut Filly
Prospectus This document is issued by O’Lonhro x Giggling Girl Ltd (‘OXGG’) ACN 623 208 266 (‘Company’, ‘Horse’, ‘Club’ or ‘OXGG’). O’Lonhro x Giggling Girl Ltd is an authorised representative (authorised representative no. 001260481) of Blueblood Thoroughbreds (AUST) Pty Ltd (‘BBT’), holder of Australian Financial Services License (“AFSL”) number 413585. The owners by whole or part of the horse will be O’Lonhro x Giggling Girl Ltd a Company Racing Syndicate registered with the Queensland Racing Integrity Commission (‘QRIC’). Racing under its Registered Company Name “O’Lonhro x Giggling Girl Ltd”. This Prospectus is dated 14 December 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.
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 OXGG 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.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
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.
Photo: O’Lonhro - Stallion
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
O’Lonhro x Giggling Girl Ltd PROSPECTUS
TABLE OF CONTENTS
1. Highlights of the Offer 2. Horse Portfolio 3. Description of the Horse 4. Benefits 5. The Shares 6. Board of Directors 7. Administration, Accounting and Management 8. Important Dates 9. The Manager/Director 10. Shares Available 11. Naming and Registration 12. Details of Racing Performance of the Horse 13. Performance Details 14. Name of proposed Trainer 15. Racing Colours 16. Ongoing Expenses 17. Purchase detail of the Horse 18. Status of the Horse 19. Title and Possession 20. Insurance 21. Financial Forecast 22. Financial Affairs 23. Corporate Directory 24. Trust Account 25. Conflicts 26. Disputes 27. Risks 28. Lodgment of the Prospectus 29. Racing Partnership Agreement 30. Execution of Prospectus 31. Application Instructions
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 1. HIGHLIGHTS OF THE OFFER WHAT IS O’LONHRO X GIGGLING GIRL LTD? O’Lonhro x Giggling Girl Ltd is a horse racing company and has purchased one thoroughbred racehorse with the intention of racing it.
It is intended that O’Lonhro x Giggling Girl Ltd will operate for the career of the horse at the discretion of the Directors, with an expected start date of 14th December 2017.
On 13th December, 2018, 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 O’Lonhro x Giggling Girl Ltd ACN 623 208 266 (‘Company’, ‘Club’ or ‘OXGG’).
The owner of the horses will be O’Lonhro x Giggling Girl Ltd, a racing syndicate licensed with Queensland Racing Integrity Commission (QRIC). The racing license enables the horse owned by O’Lonhro x Giggling Girl Ltd to be raced at tracks throughout Australia under the O’Lonhro x Giggling Girl Ltd name.
Offer opens Thursday, 14 December 2017 Closing Date* Thursday, 13 December 2018 Offer Price (per 2 shares min) $1,195 - 2 ordinary shares (the equivalent of 2.5%) Shares offered under this Prospectus: 80 Minimum Subscription for the Offer to 2 shares (the equivalent of 2.5%). No shares will be proceed issued until the Minimum 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 80 Amount to be raised under the Offer $47,800 Is the Offer underwritten? No, the Offer is not underwritten.
2. THE HORSE PORTFOLIO
O’Lonhro x Giggling Girl Ltd has purchased one horse (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 O’Lonhro x Giggling Girl Ltd. The Horse 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.
A Veterinary Certificate prepared by Dr. John Parberry, a qualified Veterinary Surgeon accompanies this Prospectus. The Certificate discloses any financial or other interest held by the Veterinarian in the Company or the moneys to be raised from the Prospectus.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 For the avoidance of any doubt, OXGG LTD discloses that the horse purchased by OXGG LTD detailed in this prospectus, has an association with and not limited to, Carol Walsh, Blueblood Thoroughbreds (AUST) Pty Ltd, Blueblood Thoroughbreds (Australia) Pty Ltd. OXGG LTD, 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 21 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. We have relied on this Valuation as the perceived fair market purchase price for OXGG LTD.
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.
3. DESCRIPTION OF THE HORSE TO BE OWNED BY THE SHAREHOLDERS
Colour Chestnut Sex Filly Date of Foal 5th November 2015 Sire O’Lonhro Dam Giggling Girl Brand L S nr sh - 24 over 5 off sh
4. BENEFITS
• Minimum Subscription is $1,195 (for 2 shares the equivalent of 2.5%) • To be placed with leading metropolitan trainer Darren Weir (VIC). • Full Racehorse updates via email when spelling, pre-training, racing, etc. • Updates to include trainers’ reports, videos, race acceptance, form and assessments. • Links to Race Replays and historical form are stored on the web site in case you miss a race. • Entry for a minimum of 30-40 Owners to the mounting yards to meet the trainer and jockey. • Daily management of the Racehorse’s career, maintained professionally by the Syndicate Manager. • Audited accounting and full transparent reporting.
5. THE SHARES
This offer is for 80 ordinary shares with a minimum purchase of 2 shares (the equivalent of 2.5%) at $1,195. Please note that these shares will carry full voting rights as per the Corporations ACT.
There are a minimum 2 shares of the maximum subscription of 80 shares for the offer to proceed.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 If the minimum number of 2 shares (the equivalent of 2.5%) is not reached by the offer closing date, Shareholders will have the option to, 1. have their purchase price refunded in full within 30 days. Or 2. the Directors will lodge an amended Prospectus and Shareholders will have the option to retain their share(s) in OXGG with a reduced minimum number of shares. In this case a Supplementary Prospectus will be sent to all Shareholders.
All funds raised by this Prospectus shall be held in a designated Trust Account, namely BBT O’Lonhro Account held with the ANZ Bank at Wentworthville NSW, until such time as the offer closes or the minimum number of shares has been taken up. OXGG will then begin its operations as a horse racing company.
The shares hold the following rights and entitlements as are set out in the Company's Constitution and include the following:
1. Shares carry an entitlement to such dividends (if any) such as prize money. 2. The shares will rank equally on any return of capital by the Company. Upon the winding up of the Company, any surplus monies from the proceeds of all the Company's assets shall be distributed to shareholders in accordance with the provision of the Corporations Act. 3. The shares are full voting shares. 4. Subject to the constitution of OXGG, The Corporations Act and any other laws, shares in the Company are freely transferable. 5. The Directors and the Syndicate Manager (refer to Section 29B) will supervise the general racing and training of the horses and determine the racing programs in conjunctions with the trainers, pre-trainers and agistment farms.
As shares in OXGG are not listed on any stock exchange, there is not a liquid market for the shares.
Shares can be repurchased by the Company in accordance with section 257 of the Corporations Act 2001 providing approval of the Company is received at a General Meeting.
Members/Shareholders have the ability to sell their shares to a third party or an existing member/shareholder. To facilitate this, the Company will maintain a register of the shares that any member wishes to make available for sale, and will inform any prospective purchaser who expresses an interest. However, the Company is legally inhibited from soliciting for purchasers on behalf of sellers or otherwise making a market for the shares.
6. BOARD OF DIRECTORS
Carol Walsh has consented to being a director of O’Lonhro x Giggling Girl Ltd. A Director Fee of $3,000 in total over 1 year will be payable. Carol has been a Racehorse Syndicator for over 7 years and has been involved in the industry for 12 years. Carol has been involved in the purchase of multiple Group 1 winning horses including Secret Agenda who won the $1M Group 1 Robert Sangster Stakes on 6th May 2017. She has also been involved in the purchase of Stakes and City winners such as She’s So High, Le Mans, Berlutti and Son Of A Snitz who sold to HK for $450,000 (all trained by Mick Price), Black Revolver, Rock Temple (trained by Chris Waller), Encostanati (trained by Bjorn Baker) and Sedanzer (trained by Gai Waterhouse).
Carol Walsh is also a successful breeder under her company, BBT Breeding and Racing Pty Ltd which assists in her overall purchasing of Bloodstock including Yulong Baby (Stakes Performer).
Christopher Walsh has also consented to be a Director of O’Lonhro x Giggling Girl Ltd. A Director Fee of $1,500 in total over 1 year will be payable. Chris Walsh supports and has assisted his wife, Carol Walsh, for the past 12 years. He handles event functions and regular open days.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
Leticia Walsh has also consented to be a director of O’Lonhro x Giggling Girl Ltd. A Director Fee of $1,500 in total over 1 year will be payable. Leticia has held positions in accounts and administration including marketing design and database maintenance. She has an advanced knowledge of Microsoft Office, broad understanding of the internet and various websites, basic knowledge of HTML and CSS coding, moderate knowledge of MYOB and computer skills and will maintain the marketing and general administration aspects of the company.
The staff of Blueblood Thoroughbreds (Australia) Pty Ltd will handle the accounting, administration and membership liaison, breaking in, purchase of horses, advertisement and functions and will be paid the fees referred to in the financial forecast (section 21).
If the sale for shares is reached in accordance with the Terms of the Prospectus any costs incurred by the Directors in respect of the issue of this Prospectus shall be paid or reimbursed from the proceeds of the issue.
Except as disclosed in the Prospectus, no Director of the Company, or firm in which a Director is a partner, has any interest nor has had any interest at any time prior to a copy of the Prospectus being lodged for Registration, in the promotion of the Company or has received, apart from reimbursement for start-up costs, or is entitled to receive, any sum for services rendered by him or the firm either to induce him to become or qualify him as a Director, or otherwise in connection with the promotion or formation of the Company.
7. ADMINISTRATION, ACCOUNTING AND MANAGEMENT
OXGG will engage Blueblood Thoroughbreds (Australia) Pty Ltd (the Syndicate Manager) to deal with the administration, accounting and management services required for the Company. A Financial Forecast outlining the predicted costs for these services is included at Section 21 of this Prospectus.
Investors should be aware that Carol Walsh is also a director of Blueblood Thoroughbreds (Australia) Pty Ltd and may receive a benefit from this Company, through the fees payable for administration, marketing and accounting services which will be provided by Blueblood Thoroughbreds (Australia) Pty Ltd. The constitution of OXGG allows the directors of Blueblood Thoroughbreds (Australia) Pty Ltd to retain any profits made through this association.
Blueblood Thoroughbreds (Australia) Pty Ltd may also benefit in receiving commissions from companies with which they have a commercial arrangement. However, OXGG will be charged no more than the normal commercial rates.
OXGG has engaged Blueblood Thoroughbreds (Australia) Pty Ltd to provide the racing management, administration, information dissemination and accounting services required by OXGG under a comprehensive Consulting Agreement.
A Financial Forecast outlining the predicted costs for these services is included at Section 21 of this Prospectus. Shareholders should be aware that Carol Walsh who is a Director of OXGG is also the Director and Shareholder of Blueblood Thoroughbreds (Australia) Pty Ltd and may receive a benefit through the fees payable for racing management, administration, marketing, information dissemination, horse services and accounting services which will be provided by Blueblood Thoroughbreds (Australia) Pty Ltd. Blueblood Thoroughbreds (Australia) Pty Ltd may also benefit in receiving commissions from companies with which they have a commercial arrangement.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 If the minimum subscription for shares is reached, then any costs incurred by Blueblood Thoroughbreds (Australia) Pty Ltd and the Directors in respect of the issue of this Prospectus shall be paid or reimbursed from the proceeds of the Offer. These costs include the capital raising costs and the fees agreed with the Directors of OXGG for professional work and advice. These fees are referred to in the financial forecast (section 21). If the Minimum Subscription is not reached by the Closing Date, then Blueblood Thoroughbreds (Australia) Pty Ltd will absorb all costs incurred by it and its directors. Except as disclosed in this Prospectus, no Director of OXGG, or firm in which a Director is a partner, has any interest nor has had any interest at any time prior to a copy of the Prospectus being lodged with ASIC in the promotion of OXGG or has received, apart from reimbursement for start-up costs, or is entitled to receive, any sum or services rendered by him or the firm either to induce him to become or qualify him as a Director, or otherwise in connection with the promotion or formation of OXGG.
8. IMPORTANT DATES
The following key dates are indicative only and may be subject to change without notice, at the discretion of the Directors:
Offer Opening Date 14th December, 2017 Offer Closing Date 13th November, 2018
Dispatch of Share Certificates upon successful subscription to the offer will occur by no later than 27th November, 2018. Unsuccessful applicants will also be notified at this time and monies paid will be refunded within 30 days of the close of the Prospectus.
9. THE MANAGER/DIRECTOR
The Manager of the Horse and Shareholders will be Mrs. Carol Walsh and BlueBlood Thoroughbreds.
The Manager will be required to manage the Shareholders in accordance with the terms of this Prospectus and any rules, regulations or guidelines made by the Rules of Racing in respect of such manager or management. The Manager is responsible for all aspects of the management of the racing career of the Horse, preparation of the Shareholders’ annual accounts, the management of communications between the Shareholders and the stables, and the provision of all administrative services. (Please refer to the Racing Partnership Agreement Section 29).
10. SHARES AVAILABLE
There are EIGHTY (80) shares with a minimum purchase of TWO (2) shares per Shareholder which is equivalent to TWO AND A HALF (2.5) % Shares. The Director discloses that the minimum number of shares that need to be sold for this offer to become live is 2 shares (the equivalent of 2.5%). The Company is willing to retain the remaining shares to close the offer, pass title and register the horse as per Section 257 of the Corporations ACT 2001. (Refer to Section 5 of this Prospectus).
11. NAMING AND REGISTRATION
The Horse is unregistered. The Horse will be named by the Shareholders and registered once the Company Shares have been issued in full. The horse will be registered within 45 days of the Company Shares being issued in full. Each shareholder will have the option to submit 1 name. Once the list of names submitted by the shareholders is populated by the Syndicate Manager, the Shareholders will vote on all the names submitted and the name with the most votes is the name that will be submitted to the Registrar of Racehorses for registration.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
12. DETAILS OF RACING PERFORMANCE/S OF THE HORSE (if raced)
The Horse is a 2YO unraced Filly.
13. PEDIGREE DETAILS
a) Sire – O’Lonhro (AUS) (Brown 2005-Stud 2010) by LONHRO (AUS) O’LONHRO, son of champion sire LONHRO and from the multiple group winning mare MAMZELLE PEDRILLE. This record breaking Group 2 winner has inherited his sires outstanding looks and magnificent conformation, so it is no wonder his progeny are performing on the racetracks. From limited numbers, O’LONHRO has an amazing winners to runners strike rate of 45.1% with 19.6% place getters, 51 runners, 23 winners & 10 placed. With his best yet to come.
b) Dam – Giggling Girl (by Happy Giggle) Giggling Girl was a very good and consistent racehorse being a 4 time winner. She was a city winner and also placed 5 times in town. This is her fourth foal. Dam of one foal to race.
Her Dam KOOMEELA was also a 5 time city winner.
14. NAME OF PROPOSED TRAINER AND WHERE THE HORSE IS TO BE STABLED
Darren Weir – Ballarat Stables – Forest Lodge, 336 Kennedys Rd, Miners Rest VIC 3352 - Ph: 03 5334 9888 Darren Weir is probably the most famous son of Berriwillock, a small town in the Mallee District of Victoria.
Weir worked for trainers Jack Coffey, John Castleman, Terry O’Sullivan and the legendary Colin Hayes at Lindsay Park before taking out his own license in 1995 operating from stables at Stawell.
In 2001 Weir moved to Ballarat where he has consistently turned out an amazing number of winners, preparing more than 100 winners each season as the leading country trainer since 2005.
The 2013/14 season saw Weir take out the Victorian Metro Trainer Premiership for the first time, ending the three-year dominance of the Peter Moody stable. His victory meant he became the first country based trainer to win the Metro Premiership.
Weir set a new benchmark that season with his stable finishing with 253 winners, eclipsing his previous best of 184 set the year prior.
Weir continued his dominance into 2014/15 adding a second Victorian Metro Premiership, he set a new high of 298 winners for the season, highlighted by the Group 1 wins of Trust In A Gust and Lucky Hussler.
The 2015 Spring Racing Carnival has clearly been the best of Weir's career with Stratum Star winning the Group 1 Sir Rupert Clarke and Lucky Hussler the Group 1 Toorak Handicap. For Weir his biggest moment came on the biggest stage when his galloper Prince of Penzance claimed Australia's most famous race the Emirates Melbourne Cup at the odds of 100/1.
It was a pure moment of magic with the six-year-old ridden by Michelle Payne (who became the first women in history to ride a Melbourne Cup winner) beating one of the best fields ever assembled in more than 150 running's of the great race.
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
The daily training rate is $135.30 (incl. GST) per day. Training rates may increase over the career of the horse.
If our nominated trainer is, for any reason, unable to continue training his/her horse, the directors, at their discretion, will appoint another trainer, as soon as possible. ATA terms and conditions will apply to any training appointment.
15. RACING COLOURS
The Horse will race in BlueBlood Thoroughbreds’ registered silks. The main set of colour is Red with the alternative colour being Blue as follows:
Main Set of Colours Jacket – Red, Blueblood Logo (wording) Sleeves – Red sleeves (with wording) Cap – Red cap with white star
Alternative Set of Colours Jacket – Blue, Blueblood Logo (wording) Sleeves – Blue sleeves (with wording) Cap – Blue cap with white star
16. PROPOSED/ESTIMATED ONGOING EXPENSES AND OTHER OBLIGATIONS
The Shareholders will be responsible for payment of all costs associated with maintaining, training and racing the Horse under this Prospectus. The estimated ongoing expenses are outlined in the Racing Partnership Agreement (section 29). Nominations for Black Type races and Auction House Sponsored races, interstate or overseas travel and extra-ordinary costs such as veterinary fees relating to surgery/injury, major race acceptance fees and interstate float fees are payable by the Shareholders and not included in the Share Price. The ongoing expenses must be paid by the Shareholders monthly in advance by direct debit to Blueblood Thoroughbreds (herein ‘the Syndicate Manager’). In brief, 2 shares (the equivalent of 2.5%) will cost an average $24.50 per week.
17. HOW DID THE COMPANY OBTAIN THE HORSE AND THE PURCHASE PRICE PAID BY THE COMPANY?
The Company purchased the Filly privately on the 23rd October 2017 and has relied on an independent valuation from a member of the Federation of Bloodstock Agents Australia Limited in John Ford Bloodstock Agent and Consultant (48 years’ experience)
18. CURRENT STATUS OF THE HORSE
The Filly has not been broken in and is currently spelling at Bella Jane Lodge in the Lower Hunter NSW until she is ready to head into the breaker.
19. TITLE AND POSSESSION
- Name of Owner of the Horse: O’Lonhro x Giggling Girl Ltd
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
20. MORTALITY INSURANCE Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
The Horse is insured with HQ Insurance for mortality, theft and life-threatening surgery extension cover from 23rd October 2017 to 31st October 2018. The sum insured is $47,800. A Certificate of Currency accompanies this Prospectus. Renewal of Insurance is at the discretion of each Shareholder at renewal date. OXGG LTD highly recommends Shareholders renew their insurance cover and will be advised closer to the renewal date.
Note: Blueblood Thoroughbreds are entitled to a broker’s commission on renewal of Mortality Insurance arranged on behalf of all participating Shareholders.
21. FINANCIAL FORECAST a. The following expenses have been incurred by the Company in the formation of the Prospectus. As set out in Section 16 of this Prospectus, the Shareholders are liable for such expenses. Any additional unexpected costs solely relating to the formation of the Prospectus will be paid by the Company with no impact on the Shareholders. All prices include GST (where applicable). All estimated costs (Agistment, Training etc.) are covered up to 13th December 2017, and the Shareholders take over the average Ongoing Expenses from the 14th December 2017. This means the first average Ongoing Payment will be due on the 1st January 2018. b. Expenses Insurance (HQ Insurance 23/10/17 – 31/10/18) $ 1,770.00 Agistment at Bella Jane Lodge ($33.50 per day for 28 days) $ 938.00 Breaking In at Fernhill Estate $ 3,300.00 Floating from Bella Jane Lodge to Fernhill Estate $ 220.00 Floating South Australia to Bella Jane Lodge NSW $ 770.00 Track Fees, Vet Stable, Vitamins, Shoeing, Drenching, Dental $ 1,100.00 Photographs/Footage – Pedigree software fee (Werks), video footage, $ 1,000.00 CD, Bloodhound Partnership, editing and Production 2 staff Office Expenses - Annual estimate of office expenses $ 1,110.00 (postage/printing/stationery, telephone/fax/email/sms pro-rata) Director Fees $ 6,000.00 Management Fees (December 2017) $ 1,540.00 Campaign Monitor Advertising $ 500.00 Tax and Accounting Fees $ 2,000.00 Annual Auditing Fees $ 500.00 Other - (Horse Valuation Price $13,200 (incl. GST), Registration & Lodging $27,052.00 Syndicate Fee $545, Merchandise costs ($70 per 2 shares - 1 Polo shirt and 1 Cap plus postage and handling) $2,800 Est., Prospectus Compliance Fee $2,400, OXGG Margin $8,107)
Total Financial Forecast: $47,800
Cost of shares – min. 2 shares (the equivalent of 2.5%): $1,195.00
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Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
22. FINANCIAL AFFAIRS Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 O’Lonhro x Giggling Girl Ltd Statement of Financial Position as at 14th December, 2017
Current Assets $ Cash Assets 80.00 Total Current Assets 80.00
Non-Current Assets 0.00 Other Total Non-Current Assets 0.00
Total Assets 80.00
Non-Current Liabilities Interest-Bearing Liabilities 0.00 Total Non-Bearing Liabilities 0.00
Total Liabilities 0.00
Net Assets 80.00
Equity Issued Capital 80.00 Retained Profits 0.00
Total Equity 80.00
23. COPORATE DIRECTORY
Directors: Mrs. Carol Walsh Mr. Christopher Walsh Miss Leticia Walsh
Registered Office: Nexus Norwest Level 5, 4 Columbia Court Baulkham Hills NSW 2153
Company Secretary: Carol Walsh P.O. Box 6992 Baulkham Hills BC NSW 2153
Bankers: ANZ Lexington Drive Bella Vista NSW 2153
Auditor: Prospect Accountants Mr. Tim Meehan PO Box 354 Balwyn North VIC 3104
Compliance Lawyers: The Fold Legal Pty Ltd Mrs. Jaime Lumsden Kelly PO Box 443 Potts Point NSW 1335 This document is protected by copyright under the laws of Australia and, by international treaties, Page 13 of 26 other jurisdictions, which is owned by Blueblood Thoroughbreds (AUST) Pty Ltd (BBT) ("Copyright Shareholders").
Prospectus 2015 Filly by O’Lonhro out of Giggling Girl
Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
24. TRUST ACCOUNT
All application moneys will be held in a trust account (that is applicable for the sole purposes of this Prospectus) by the Company until the Shares have been fully sold or the minimum share subscription is reached, and the offer becomes live (refer to Section 5 and 10), whichever occurs first.
25. CONFLICT OF INTEREST (Actual or Perceived)
At the time of purchase, there were no actual or perceived conflicts of interest known to the Company in conjunction with the offer of this Prospectus.
26. DISPUTE RESOLUTION
The Syndicate Manager will endeavour to resolve any complaints in regard to the Prospectus. If not resolved, the Syndicate Manager will refer any such complaint to the Financial Ombudsman Service (FOS). Blueblood Thoroughbreds (the Syndicate Manager) is a member of the FOS, member number 28431. More information can be obtained on the FOS website at www.fos.org.au or by calling 1300 780 808.
27. INDUSTRY RISKS
Thoroughbred horse racing is a high-risk venture and financial input should be treated as a speculative investment only. Potential Shareholders are advised prior to investing in the Company that, despite the best endeavours of the Syndicate Manager, there is no guarantee that the horse which is the subject of the Prospectus will in fact race and that, even if it does race, there will be any return on Shareholdings. The Shareholdings are not recommended for Shareholders who are unable to risk the initial outlays and ongoing commitments.
28. LODGEMENT OF THE PROSPECTUS
A copy of this Prospectus has been lodged with the Australian Securities and Investments Commission (ASIC).
29. RACING PARTNERSHIP AGREEMENT
2015 Chestnut Filly by O’Lonhro out of Giggling Girl
A. The Horse Ownership The Horse will be registered with the Registrar of Racehorses once the Shares have been sold.
B. The Syndicate Manager The Manager of the Syndicate will be BlueBlood Thoroughbreds (Director: Mrs. C. Walsh).
The Syndicate Manager will be required to manage the Syndicate in accordance with the terms of this Racing Partnership Agreement and any rules, regulations or guidelines made by the Rules of Racing in respect of such manager or management. The Manager is responsible for all aspects of the management of the racing career of the Horse, preparation of the Syndicate’s annual accounts, the management of communications between the Shareholders and the stables, and the provision of all administrative services.
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Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 The Racing Partnership Agreement legislated under Sections 29A to 29L can be revised or amended, deleted or added to, at the discretion of the Syndicate Manager, being part or wholly modified.
C. Horse Description
Colour Chestnut
Sex Filly
Date of Foal 5th November 2015
Sire O’Lonhro
Dam Giggling Girl
Brand L S nr sh: 24 over 5 off sh
D. Nature of Shareholdings a. The Horse shall be owned by the Shareholders in 80 equal shares (the equivalent of 100%). b. No person disqualified under the Rules of Racing shall be eligible to become or to continue as a member of the Partnership. E. Naming of Horse The Horse is unregistered. The Horse will be named by the Shareholders and registered once the Shares have been fully sold. The horse will be registered within 45 days of the Shares becoming fully sold. Each shareholder will have the option to submit 1 name. Once the list of names submitted by the shareholders is populated by the Syndicate Manager, the Shareholders will vote on all the names submitted and the name with the most votes is the name that will be submitted to the Registrar of Racehorses for registration.
F. Proposed/Estimated Ongoing Expenses and Other Obligations
a. Ongoing Expenses – the following horse expenses are indicative and payable monthly by each shareholder. The Syndicate Manager advises that the average Ongoing Expenses for 2 shares (the equivalent of 2.5% share) is approx. $24.50/week (incl. gst)) OR for 4 shares (the equivalent of 5% share) is approx. $49/week (incl. gst)).
The above fees incorporate Blueblood Thoroughbreds’ Management Fee.
Potential Shareholders must be aware that the average Ongoing Expenses may vary at any time due to the variable times that the horse is in work, racing, pre-training or spelling and will be validated where applicable. Potential Shareholders must be aware that the average Ongoing Expenses may vary slightly depending on whether the suppliers such as the trainer, increases their daily rate and therefore this would increase the weekly average cost. Blueblood will validate where applicable.
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The Potential Shareholder should also be aware that the Blueblood average Thoroughbreds Ongoing (AUST) Expense Pty Ltd does AFSL not413 585 include extra-ordinary costs such as insurance renewal, major veterinary fees relating to surgery/injury in excess of $300 which will be on charged to the Shareholders reflective of their shareholding, major race nominations or acceptance fees and all travel expenses for 1 (one) Blueblood Representative to attend interstate featured races (outside of NSW). These costs are payable by the Shareholders in proportion to their share/s held in the Syndicate. (Blueblood Thoroughbreds may be entitled to a rebate on spelling, pre-training and training fees.)
Fees on early termination are payable up to and including the final date of the Shareholder’s ownership.
i. Accounts Preparation Fee (APF) - Preparation of the Partnership’s annual accounts in respect of the relevant financial year will be charged on the 1st of July each year commencing from the month you enter into your agreement, unless you cease as a Shareholder prior to which you will be charged for the number of months you held your share. The APF is capped at 8 Shares (the equivalent of 10% Share), so if you hold a share in excess of 8 Shares (10% Share), this is the maximum you will be charged.
2 Shares (2.5% Share): $70.50 per annum or $5.875 per month 4 Shares (5% Share): $141.00 per annum or $11.75 per month 6 Shares (7.5% Share): $211.50 per annum or $17.625 per month 8 Shares (10% Share): $282.00 per annum or $23.50 per month
This amount will be direct debited from the Shareholders nominated bank account to be credited to Blueblood Thoroughbreds’ account in respect to the Partnership. The APF is applicable and payable up until a partnership is ceased or the death or retirement of a horse or a Shareholder ceasing to exist as a Shareholder by way of sale or default of a share. This fee can be direct debited from the said Shareholders account at that point. This fee covers:
a) The Opening and maintaining a separate bank account in respect of the Racing Partnership which account shall be used for the deposit and payment of all moneys relating to the operation of the Racing Partnership. b) Payment of all accounts by all Shareholders relating to the horse, where applicable enforcing the payment requirements under the terms of the Racing Partnership. c) Accounts/Bookkeeping services rendered to maintain. d) Collection of Ongoing Monthly Fee from Shareholders. e) Collect tax invoices from trainers and suppliers and audit their content. f) Verify that the tax invoices conform to the trainers and suppliers’ charges and fees. g) Blueblood’s accounts department paying trainers and suppliers fees and expenses monthly.
b. Inclusions in the Ongoing Expenses – Nomination and acceptance fees for most races are included, except for nominations for major races such as the Auction House Sponsored races such as Inglis and Magic Millions race series and the Black Type races such as Listed and Group races, which fees are payable by the Shareholders in addition to the Ongoing Expenses.
c. Procedure of Monthly Direct Debit for Ongoing Expenses - Monthly Direct Debits will be processed on the 1st of each month.
d. Trainers and Suppliers Fees – Blueblood is billed in arrears from the suppliers for the previous month’s fees and expenses relative to the Horse and Blueblood invoices Shareholders for these costs. A direct debit is scheduled for each Shareholder on the 1st of each month for the fixed ongoing expense as described in per Section F (a) and upon funds clearing, payment is made to the Trainers and Suppliers.
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Some of the main benefits of Blueblood charging the Blueblood fixed Thoroughbreds ongoing expense (AUST) Pty directly Ltd AFSL 413 to 585 Shareholders and the use of the direct debit system each month to avoid bad debts, defaulters and to keep costs to a minimum. This will ensure that the Syndicate will proceed without any delays to train the horse, stop orders and embarrassment being caused to the Syndicate by any defaulting Shareholder. It also gives relief to Shareholders freeing up their time so they can enjoy the thrill of racehorse ownership.
The trainers daily training rate is $135.30 includes Gst. PLEASE NOTE: the trainers daily training rate may change subject to industry increases and forms part of the average Ongoing Expenses.
e. Management Fee (MF) – Blueblood Thoroughbreds will charge a fixed monthly Management Fee of $38.50 (incl. GST) per 2 shares (2.5% share) or $77.00 (incl. GST) per 4 shares (5% share) capped at $154 for 8 shares (10% share) and above – this fixed monthly Management Fee is included in the average Ongoing Expenses as described in Section F (a). PLEASE NOTE: the management fee forms part of the average Ongoing Expenses and IS NOT charged on top of the average Ongoing Expenses. The fee will commence from the date of signing this agreement and will provide the following:
i. Regular communication with Shareholders by telephone, fax or email regarding training and spelling progress, and regular relay of Trainer’s comments. ii. Arranging open days for partners to inspect their racehorses and be addressed by the Trainer. iii. Provision of general day to day administrative services, provision of pursuing overdue accounts via phone call, email or post. iv. Providing Shareholders with RaceDay DVD’s (where available, track work and other update reports such as nominations, weights, acceptances, pre-race summary, RaceDay services, post-race summary review, organization of disbursement of any trophies, representing the syndicate in relation to race day steward enquiries etc.) v. Arranging times and dates for Shareholders to inspect their horses at the stables or spelling properties. vi. Assistance with RaceDay ticketing where applicable. vii. Liaise with the financial Ombudsman office. viii. Maintain Professional Indemnity Insurance. ix. Naming and Registration of the Racehorse. x. Transfers of Ownership (where applicable). xi. Registering an Ordinary Syndicate (where applicable). f. Default – Should any Shareholder neglect payment of the Ongoing Expenses as described in Section F (a) for a period in excess of fourteen (14) days, the following may occur:
i. If payment defaults on or around the 1st of the month (when payment is due), Blueblood’s Accounts Department will contact the Defaulting Shareholder via email, mail or fax to advise the failure of payment and the Defaulting Shareholder will be given 7 days from that date to forward full payment of the outstanding amount. Should payment not be received within that 7-day period, a Default Notice will be issued via email or fax and a formal letter will be posted by the Syndicate Manager, giving the Defaulting Shareholder a further 7 days to make contact with Blueblood’s Accounts Department to finalise their outstanding account. Failure to comply may result in proceedings by Blueblood to confiscate and take possession of the shareholdings of the Defaulting Shareholder to recover any outstanding debts. The Defaulting Shareholder shall cease (at the discretion of the Syndicate Manager) to be a Shareholder and will have no interest in the assets and income of this said Partnership. The Syndicate Manager has the right to suspend a Shareholder’s entitlement whilst in default.
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Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
ii. Should the Defaulting Shareholder’s payments fail 3 times within a 12-month period, then they may forfeit any rights and privileges of the Partnership and furthermore, the Syndicate Manager will have the right to sell the shareholding/s by Public Offer at the Defaulting Shareholder’s expense to recover the debt of the Defaulting Shareholder. The Defaulting Shareholder will not be entitled to receive any compensation for the confiscated or repossessed interest in the Partnership or receive any further payment out of the assets or profits of the Partnership.
iii. Shareholders who pay their monthly fees via direct deposit are advised that should their payment be late over 2 consecutive months, they lose the privilege of paying directly and will be placed back onto our direct debit payment method which is a policy of Blueblood Thoroughbreds.
iv. Furthermore, the Shareholder’s account may be passed onto a Debt Collector for recovery and will attempt to establish monetary protection of industry suppliers and this Syndicate. The Lead Regulator have placed a regulation that all suppliers, trainers, etc. are to be paid in a timely fashion by Shareholders, Syndicates and Syndicate Managers to maintain their accounts and prevent a horse from continuing work.
v. If a shareholder defaults on payment and is overdue more than 30 days, interest at the rate of 10% per annum will be charged and invoiced on the following month’s bill.
vi. The purchase and sale of the Share/s of the Defaulting Shareholder will be effective as soon as practicable after the price has been determined and the Syndicate Manager will execute as trustee of the Defaulting Shareholder all such documents and do all things as are necessary to complete such sale and purchase. The Shareholder in default hereby nominates, constitutes and appoints the Syndicate Manager under power of attorney to execute and implement procedures as will be necessary to sell, convey and assure a buyer the Share or Shares so sold.
Fees on early termination are payable up to and including the final date of the Shareholder’s Ownership.
G. Ownership, Redemption and Withdrawal
Ownership Each Shareholder of not less than 5% of the horse will be entitled to have his/her name appear in the racebook as a co-Shareholder of the horse. If a share is owned jointly by 2 or more people, the Syndicate Manager will be entitled to require those persons to, at their own cost, register an ordinary syndicate and to own the share in the name of that syndicate.
Each Shareholder hereby authorises the Syndicate Manager to do all things required to be done by a Shareholder in order to conform to the requirements of this Racing Partnership Agreement (RPA) and the Rules of Racing, including without restriction, authority to sign on behalf of the Shareholder all documentation required to be signed by the Shareholder and lodged with the Registrar of Racehorses to give effect to any application for registration of the Horse and/or transfer of ownership.
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Redemption and Withdrawal Shareholders in this Racing Partnership subscription must be aware that when purchasing a share/s you become the Shareholder of that said share/s. Shareholders are obligated for the life of the Syndicate as Shareholders of the share/s, and are not permitted to rescind on their obligations and must adhere to the Proposed/Estimated Ongoing Expenses and Other Obligations in Section F (a), (b) and (c) and are subject to Section F (f) (i), (ii), (iii), (iv), (v), (vi) and (vii). Shareholders will have no right to have your shares in the Syndicate redeemed or bought back prior to the termination or winding up the syndicate.
Before purchasing a share, each Shareholder should consider the purchase of the share as a long- term investment for the life of the Syndicate. The Syndicate Manager will not be obligated to sell a share on behalf of the Shareholder. In the event that the Promoter or Syndicate Manager sells a share/s on behalf of a Shareholder, the Promoter/Syndicate Manager will be entitled to charge a practical commission in consideration for arranging the sale.
A Shareholder will not be able to offer for purchase, or issue invitations to buy Shares, unless the prospective purchaser is provided with a RPA prepared by the Syndicate Manager in accordance with the provisions of the RPA. There will be no ready market for the Shares.
The Syndicate Manager will be obliged to sell a Share on behalf of a Shareholder. The Syndicate Manager can offer the existing Shareholders the resale of a Shareholders shares who is seeking to exit the Syndicate and upon reaching an agreement of resale price, Blueblood Thoroughbreds will be entitled to a 5% sales commission fee (plus gst) on the gross resale price. Blueblood or any affiliated or external participants may make an offer to purchase the exiting Shareholders share/s and if agreed upon by both parties, will take over the resale shares and the risk from the date of the Transfer of Ownership. Blueblood or any external participant may seek market to resell the share/s or keep and race the horse.
In the event that a shareholder has made the decision to leave or sell his/her share, they must first offer the sale of the share/s within the syndicate.
Fees on early termination are payable up to and including the final date of the Shareholder’s ownership.
H. The Manager’s Responsibilities
a) The Manager is Blueblood Thoroughbreds. The Director of Blueblood Thoroughbreds is Carol Walsh. The Manager is responsible for all aspects of the management of the racing career of the Horse, the management of communications between the Partners and the stables and will make decisions on behalf of the Shareholders pertaining to the Horse on offer.
b) The Manager shall be the first registered Shareholder in the Racing Partnership. The Manager’s duties include:
i. Liaising with the Trainer and keeping all Shareholders current with the progress of the Horse.
ii. Keeping a register noting the names and addresses of each Shareholder and the number of shares held by each, the date on which the Shareholder entered in the Register of Racehorses and the date on which any person ceased to be a Shareholder.
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iii. Notifying the Principal Racing Authority and Registrar of Racehorses in writing of every change in a Shareholder of the Racing Partnership, every change in the percentage of a Shareholder’s Share in the Racing Partnership and every change in a Shareholder’s address within a period of FOURTEEN (14) days of the change.
iv. Complying punctually in all respects with the requirements of the Rules of Racing, local Rules of Racing, the Principal Racing Authorities, the Registrar of Racehorses, ASIC and the Corporations Act 2001 from time to time in relation to the Horse and the Racing Partnership.
v. Representing the Shareholders in any official barrier draws, trophy presentations and any promotions/media events regarding the Horse.
c) The Manager may at any time give the Shareholders not less than one months’ notice in writing of his/her intention to retire as Manager and will cease to have any rights and obligations as Manger from the date of that notice.
I. Distribution from Sale or Stud and or Breeding In the event that the Horse is sold, a 5% sale fee of the sale price is payable by the Shareholders to BlueBlood Thoroughbreds. (Should a valuation be required to determine the sale price, this will be acquired at the Shareholder’s expense, by a bloodstock valuer who is a member of the Federation of Bloodstock Agents (FBA). Should the Horse go to Stud and or Breeding, BlueBlood Thoroughbreds will be eligible to TWO (2) lifetime service rights per annum for the lifetime of the standing stallion and 5% of the sale price (only in the event of the horse being an entire and being retired to stud). Irrespective of whether or not the Syndicate Manager, being Blueblood Thoroughbreds, is voted off as the syndicate manager of the Horse, Blueblood Thoroughbreds will have the right to negotiate stud and breeding of the said Horse of this Racing Partnership Agreement. Breeding fillies at the end of its race career - Should 50% of Shareholders vote to retire or send a filly/mare to a good home, Blueblood has the discretion and first right of refusal to put together a breeding partnership (this may be with a company/business/stud farm) and give all Shareholders the opportunity to remain Shareholders in the partnership or sell or relinquish their shares. A 50% vote is required by Shareholders in order to breed a filly/mare if they decide not to retire or sell a filly/mare and Shareholders should note that a new Breeding Racing Partnership Agreement (BPA) will replace this Racing Partnership Agreement (RPA) by a related, but separate entity. J. Meetings/Decisions i. In the event that the horse is a colt/entire and the horse needs to be gelded all shareholders must achieve a 50% majority vote (if the vote is tied, the Syndicate Manager has the casting vote) to keep the horse as an entire unless written expert advice is obtained by a veterinarian, trainer and the Syndicate Manager that the necessity of the horse requires to be gelded due to the well-being of the horse and safety of the track riders and training staff.
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ii. The trainer, as stated in Section 14 of the Prospectus, is the first appointee by the Syndicate Manager. The Syndicate Manager will arrange for the trainer to train the horse and prepare the horse for training. The Syndicate Manager may at any time, remove the trainer and either engage the services of another appropriately licensed person to act in that capacity. The new trainer may be interstate and not within the same jurisdiction of the initial trainer. The Syndicate Manager will confer with all Shareholders with regards to a change of trainer before a decision is made. iii. In the event that a Shareholder has made the decision to leave or sell his or her share, they must first offer the sale of that share/s within the syndicate. Under no circumstances is it the responsibility of Blueblood Thoroughbreds to sell the share/s on behalf of the shareholder. It is the full responsibility of the Shareholder to maintain their shareholding until such time that the share is either sold or relinquished. It is an ownership much like the purchase of a property or home and is for the term of the racing career of the horse. iv. BlueBlood Thoroughbreds can be removed or replaced as Manager of the Career of the Horse if a memorandum signed by the shareholders representing a majority interest in the Horse (that is, a vote by Shareholders with an interest of more than 50% in the Horse) votes for their removal. In the event where a Manager is removed or replaced, BlueBlood Thoroughbreds will cease to provide the services referred to AR 57(2) of the Australian Rules of Racing. These services include: - entering, nominating, accepting or scratching such Horse for any race; - engage a jockey to ride such Horse for any race; - receive any prize money or trophy won by such Horse; or - act for and represent the joint Shareholders, lessees or Shareholders in relation to the Horse in all respect for the purpose of the Rules. Blueblood Thoroughbreds will continue to act as Manager of the Syndicate to provide the remaining services expressed in Section H of this RPA. That is, the Manager is responsible for all aspects of the management of the racing Career of the Horse, preparation of the Syndicate’s annual accounts for submission to the Lead Regulator, the management of communications between the Shareholders and the Stables, and the provision of all administrative services and trust accounts of the syndicate. If BlueBlood Thoroughbreds is removed as the Manager of the Horse, it does not give up its entitlements to the disclosed stud fee, breeding or sale fee as per Section I of this RPA. v. Early Termination Fee: In the unlikely event that a Manager is removed, an early termination fee will apply to the Syndicate. Every shareholder will be obligated to pay their Management Fee for the duration of a 12-month period in advance at the time of removal of the Manager. If payment does not materialise, the MF will continue to be charged on a monthly basis up to the time that payment is completed in full from ALL shareholders of the syndicate. Management of the Horse and the Syndicate will continue by BlueBlood Thoroughbreds up until all shareholders have paid the termination fee in full. This early termination fee is enforced as a charge to compensate us for failure to satisfy the contract by the syndicate Shareholders. We will not charge you an early termination fee if it is a result of a proven material breach pursuant to Section H (b) of this RPA.
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vi. A Shareholder or Shareholders who own not less than 30% of the Shares may either call a meeting of Shareholders, or request the Syndicate Manager to call a meeting of Shareholders, upon giving at least 21 days written notice to the other Shareholders, the Syndicate Manager and the Racing Manager. In the event the Syndicate Manager receives such a request, the Syndicate Manager must within 14 days of receipt thereof, call a meeting of Shareholders, which must be held within 1 month of receipt of the request. vii. A voting resolution binds all Shareholders, whether or not they participate. No objection may be made to any vote cast unless the objection is made at the time of convening. The decision of the Syndicate vote on any matter is final.
K. Prize-money Distribution
All prize-money won by the Horse will be deposited by Stakes Payments directly into the Syndicate’s account called BlueBlood Thoroughbreds (Giggling Girl) with a Sydney branch of the ANZ Bank and will be distributed to the Shareholders within 7 days of receipt pro-rata to the number of Shares held by each Shareholder. In accordance with the Rules of Racing in Australia 85% of the total prize-money is distributed to the Shareholders after 10% is distributed to the Trainer and 5% to the jockey. An additional remuneration in which the Syndicate Manager is entitled to from the Shareholders, equivalent to 5% of gross prize earnings where prize earnings won is not less than $15,000 including Group, Listed or featured races such as Inglis Race Series, Magic Millions Race Series and is not limited to. This will include the prize money for breeders’ bonus or incentive scheme payments.
Prize Money distributed by Racing NSW has a further deduction of 1.5% for the stablehand and 1% to the Jockey Insurance and Welfare Program. Should a Shareholder be in arrears of Ongoing Expenses, distribution may be all prize-money due less arrears owing.
Note: Prize money earned under $1,000 will be automatically applied against each Shareholders account, for the horse that it applies to, as a credit and will not be paid out as per above.
L. Trophies and Prize Distribution
In an event the horse wins a trophy or any item that is listed in the Race book with a dollar value, all trophies or any item will be subject to an auction process at the end of the racing preparation. The minimum reserve placed on the trophy or the item will start at 50% of the advertised value of the trophy or item which is published in the racebook. Should the trophy or item not meet the starting reserve, then the Syndicate Manager retains the trophy or item in its possession. The Winning Shareholder of the Item or trophy will have to pay the other Shareholders the value of the winning bidding amount drawn at the auction, according to his or her percentage owned. For all non-valued items or trophies, Blueblood Thoroughbreds conducts a draw for all Shareholders and once a Shareholder has won a particular item or trophy, then they may not participate in the next draw for a similar item or trophy until all Shareholders have received such an item or trophy.
Should there be an item that is not listed in the racebook with a dollar value, such as a saddle cloth or rug, such items will be auctioned off and the proceeds of the auction will be distributed to one or more industry related charity organisations at Blueblood’s discretion. A receipt acknowledging payment to the organisation will be supplied to the Shareholders to validate payment.
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30. EXECUTION OF PROSPECTUS
This Prospectus has been duly signed by or on behalf of each of the Directors whose name appears below on the date of this Prospectus. The Directors accept responsibility for the information contained within this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Prospectus is accurate and does not omit anything likely to affect the import of such information. Each Director of the Company consents to the lodgement of this Prospectus with ASIC.
……………………………………………… Carol Walsh Director and Secretary
……………………………………………… Christopher Walsh Director
…………………………………………….. Leticia Walsh Director
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31. HOW TO APPLY FOR SHARES Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585
Applications to acquire two (2) Shares in the Prospectus will only be accepted on the Application Form attached to the Racing Partnership Agreement accompanying this Prospectus. The Application Form must be fully completed.
Application Forms must be accompanied by payment in Australian dollars for an amount equal to the Application Monies. Cheques must be made payable to “Blueblood Thoroughbreds” and crossed “Not Negotiable”.
Applications must be for a minimum of two (2) Shares in the Prospectus. Applications may be made for additional Shares in the Prospectus in multiples of two.
The completed Application Form, together with Application Monies or remittance advice, must be returned to the Director by email, fax or delivery to the following address:
Carol Walsh O’Lonhro x Giggling Girl Ltd PO Box 6992 Baulkham Hills BC NSW 2153
Applicants should read this Prospectus in its entirety, including the Racing Partnership Agreement, before deciding to complete and lodge an Application Form.
An Application constitutes an offer by the Applicant to acquire two (2) Shares in the Prospectus on the terms and subject to the conditions set out in this Prospectus, including the Racing Partnership Agreement. The Director reserves the right to reject any Application, including but not limited to Applications that have been incorrectly completed, or are accompanied by cheques that are dishonoured or have not cleared.
DETAILS FOR PAYMENTS VIA EFT
You may make payment of application monies via a direct transfer to the account below:
ANZ BANK Blueblood Thoroughbreds BSB: 012 463 Account Number: 230835513
REFERENCE for EFT deposits (Important) - Please ensure that you reference the payment in the same name as your share application form. i.e. The first named person on the application.
PRIZE MONEY
ACCOUNT DETAILS OF WHERE PRIZE MONEY IS TO BE DEPOSITED –
Account name: ______BSB: ______Acc. No. ______
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DETAILS FOR PAYMENT VIA CREDIT CARD
If paying for the share (s) via Credit Card, please fill in the below:
Please indicate with an X
Visa MasterCard Amex Diners
Card Number Expiry Date
____ / ____
Verification No: (Last 3 digits on back of card)
Cardholders Signature ______Date ____ / ____ / ____ Please be advised that a credit card processing fee applies when paying for services when using credit card facilities. This is 2.2% for Visa and MasterCard and 4.4% for AMEX and Diners Club cards.
APPLICATION FORM
The completed application form can be posted to the postal address noted on the application form or faxed to 02 9672 6412 or emailed to [email protected].
The minimum application amount is 2 shares (equivalent to 2.5%) or $1,195. You may subscribe for any amount above the minimum $1,195.
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Blueblood Thoroughbreds (AUST) Pty Ltd AFSL 413 585 APPLICATION FORM 2015 Chestnut Filly by O’Lonhro out of Giggling Girl
Complete in block letters & return the Application Form. You are advised to keep a copy for your records.
Surname: Dr/Mr/Ms/Mrs/Miss ...... (One name ONLY to be entered) Given Names...... Address ......
State ...... Postcode ......
Birth Date: ………….…...... Occupation ......
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This share will/will not be held in a Syndicate name.
Syndicate Name: ...... (if applicable)
Horse Name Suggestion: ......
I hereby agree to become a Shareholder in the abovementioned Partnership on the basis that I will have …………..… share (s).
By signing this agreement, I agree and declare that:
1. I have read, understood and agree to be bound by the Racing Partnership Agreement, Rules of Racing and Prospectus. 2. I am not under any disqualification or other disability under the Rules of Racing. 3. I am over the age of eighteen years. 4. I am not an undischarged bankrupt. 5. I acknowledge that I have had the opportunity to obtain independent legal and financial advice relative to my acquisition of shares in the Prospectus. 6. I acknowledge that the Racing Partnership Agreement supersedes the Prospectus if the Prospectus is no longer in effect and the Company winds-up. The Racing Partnership Agreement (Section 29A to 29L) will stay in effect for the entire racing career of the said Horse.
I hereby give Carol Walsh of Blueblood Thoroughbreds the authority to sign the original official registration papers for of this Horse for my share (s) on my behalf. I also give authority for prize- money to be paid to a third party, that being:
………………………………… Name of Shareholder
………………………………… Signature of Shareholder
…….……/…………/………… Date
This document is protected by copyright under the laws of Australia and, by international treaties, Page 26 of 26 other jurisdictions, which is owned by Blueblood Thoroughbreds (AUST) Pty Ltd (BBT) ("Copyright Shareholders").
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DDR Service Agreement (Ver 1.6) HORSE REGISTRATION
All fields in the relevant parts of the form are required to complete your application. Where information is not provided your application may be refused and or delayed. Please complete all relevant details using BLOCK letters and black or blue pen. Dam Suffix Foal Year of Birth
Individual Owner g ► Complete Part A, D and E Registered Syndicate g ► Complete Part B, D and E Company, Firm or Stud g ► Complete Part C, D and E Please note the combined share percentage of all owners must equal 100%.
Part A Individual Owner (When completing this section you are required to provide ALL the information requested below)
Date of Birth If other, please specify // Mr Mrs Miss Ms Other Surname
Given Names
Part B Registered Syndicate (When completing this section you are required to provide ALL the information requested below) Registered Syndicate Name
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Tick this box if the syndicate has owned horses previously and you wish to add this horse to the syndicate.
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Tick this box if the horse is to be leased or will not be racing.
Part D Contact Details, GST Status & Bank Account Details (When completing this section you are required to provide ALL the information requested below. Only complete bank details if split payment is required. All other details must be completed) Postal Address
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Part E Owner Declaration
By signing this application I agree and declare that: • I have read and understood the sections on pages 1 & 2 entitled ‘Fitness and Propriety of Applicants’, ‘Privacy and Personal • as a condition of the registration of this horse, I will refrain from taking any step or authorising any party to take any step Information’, ‘GST Declaration’, ‘Appointment of Manager’ and ‘Assignment and Licence’. which will interfere with the important role that RA, the principal racing authorities and the race clubs play in the administration • before signing a Transfer of Ownership or Change of Share % form on behalf of any remaining owners, I will notify all such of racing and in the provision of racing materials, including without limitation: (a) preventing or restricting any of these owners of the changes to the ownership composition and structure. entities from using or publishing the name of this horse; (b) taking any step which will or may adversely affect or otherwise • I consent to any future changes to the ownership composition and structure, provided there are no changes to the share limit their administration, promotion and reporting of thoroughbred racing; (c) applying to register as a trade mark the name, percentage of each remaining owner. image, jockey silks or any other indicia associated with this horse; or (d) asserting or bringing any claim of ownership of any • if there is a change to the ownership composition and structure, but I am a remaining owner and there is no change to my intellectual property rights in the name, image, jockey silks or other indicia associated with this horse. share percentage, I authorise the owner who is the manager at that time (if it is not me) to sign any Transfer of Ownership and • as a condition of the registration of this horse, and in consideration for the registration of this horse, I hereby agree that Change of Share % forms on my behalf. Racing Australia Pty Ltd (ACN 105 994 330) owns all right, title or interest (including but not limited to copyright, goodwill and • RA, or any Principal Racing Authority to the maximum extent permitted by law, is not liable to make any payment for any reputation) in the name, image, jockey silks and claim, loss or liability that may arise from the manager (whether me or a future manager) signing on behalf of another person. • any other indicia associated with this horse, whether existing before or after I sign this form. • I indemnify RA, or any Principal Racing Authority, against any claim, loss, damage, liability, cost or expense that arises from • if I own by force of law any right, title or interest (including but not limited to copyright) in the name, image, jockey silks and me signing a Transfer of Ownership or Change of Share % form on behalf of another person. any other indicia associated with this horse, whether existing before or after I sign this form, I hereby and unconditionally assign all such intellectual property rights to Racing Australia Pty Ltd (ACN 105 994 330) in consideration for the registration Signature Share of this horse. % • as a condition of the registration of this horse, I will comply with and be bound by the Australian Rules of Racing and the Local Rules, Regulations, By-Laws and Conditions of the Principal Racing Authority in whose State or Territory I reside or in which the horse shall race. Date • the names on this form fully disclose the true, complete and accurate ownership of the horse. • I am over the age of 18 years at the time of signing this application. / /
01 Sept 2015 Racing Australia | ACN 105 994 330 | Level 11, 51 Druitt Street Sydney NSW 2000 Page 5 of 23 t : +61 2 8072 1900 | f : +61 2 8072 1999 | e : [email protected] | w : www. racingaustralia.horse CHESTNUT FILLY Foaled 5th November 2015) Octagonal...... Zabeel ...... Lonhro...... (SIRE) Shadea...... Straight Strike...... O'LONHRO ...... Zoffany ...... Our Native...... Mamzelle Pedrille ...... Sister Pedrille...... Cardinal...... Rory's Jester...... Crown Jester ...... (DAM) Happy Giggle ...... Sorority ...... Bluebird...... GIGGLING GIRL...... Take Your Partner ...... Bletchingly...... 2002 Koomeela ...... Patrimonio...... Wolverton...... O'LONHRO (AUS) (Brown 2005-Stud 2010). 3 wins from 1250m to 1600m, AJC Chelmsford S., Gr.2. Sire of 99 rnrs, 58 wnrs, inc. O'Lonera, Skyscraper, O'Lonh Star, O'Lordy, Big Reel, Chelsarli, Social Media, Bettyrae Ruby, Mamzelle Tess, On the Line, Big Boy Jackie, Je Suis Prest, Lirabird, Little Capri, O'spacehello, Big Phil, Cattledog Cod, Elle O'Love, Frankly Harvey, Jammo Jack, No Tan Tat, King of the Ark, Nelumbo, Scotopia, Vella Lonchick, etc.
1st Dam GIGGLING GIRL, by Happy Giggle. 4 wins to 1350m, A$116,310, SAJC Waterford Crystal H., 2d SAJC The Shannon H., Distinctive Lifestyle 2YO H., Oakbank RC Mistral H., SAJC Scott Group of Companies H., Helen Hill Smith H., Distinctive Homes H., Daydreams Syndication H., Pope Packaging H., 3d Oakbank RC The Advertiser H., SAJC Thiess Kentz H., Carlton Draught H., Oakbank RC Scott Group of Companies H., SAJC Tooheys H., Sportingbet H., Urban Pacific H. This is her fourth foal. Dam of one foal to race- Lanson Lass (f. by O'Lonhro). Placed at 3 in 2016-17. 2nd Dam KOOMEELA, by Take Your Partner. 5 wins from 1400m to 2150m, VATC Cheerful Holdings H., Holmesglen H., VRC Gipsy Queen H., VATC Caulfield Plaza H., VRC AVS Catering H., 2d AJC Manchester Unity H., STC 2YO Fillies H., VRC Roms Stiletto H. Dam of 9 named foals, all raced, 2 winners, inc:- Giggling Girl. 4 wins. See above. Akhameela. 6 wins from 1350m to 1600m, 3d SAJC Betfair.com H., AV Jennings P. Rancher Dancer. Placed. Producer. Koomatilla. Placed at 3. 3rd Dam PATRIMONIO (NZ), by Wolverton (Ire). Unplaced. Dam of 9 named foals, all raced, 5 winners, inc:- Crown Control (Beautiful Crown (USA)). 3 wins-1 at 2-from 1200m to 1600m, Avondale JC Huapai Tavern H., Hawkes Bay Lynn Electrical H., 2d ARC Dunstan Stayers' Championship Qualifier, 3d Hawke's Bay Guineas, Gr.3, ARC Lindauer Brut Carbine Club Trophy, Cambridge JC Nelson & Simich Saddler's Creek H. Koomeela. 5 wins. See above. Bay Anchor. 4 wins to 1400m. With Grace. 4 wins from 1450m to 1600m. Producer. Jabashar. 3 wins-1 at 2-at 1000m, 1200m. 4th Dam PATRONIA, by Patron Saint (GB). 2 wins-1 at 2-at 1200m, 2000m, Avondale JC South Head H., 2d Cambridge JC El Ganador Stud H. Dam of 11 foals, all raced, 10 winners, inc:- DROUGHT (Crested Wave (USA)). 8 wins-3 at 2-from 1000m to 2000m, A$450,395, VATC Caulfield S., Gr.1, STC Peter Pan S., Gr.2, Gloaming S., Gr.2, AJC Carioca H., BATC TM Ahern S., VATC Rawdon S., VRC Peter Pan Welter H., 2d Victoria Derby, Gr.1, AJC Spring Champion S., Gr.1, Hobartville S., Gr.2, VATC Sandown Cup, Gr.2, VRC Queen Elizabeth S., Gr.2, 3d VATC Underwood S., Gr.1, 4th MVRC John F Feehan S., Gr.2. Sire. SALCANTAY (Palace Music (USA)). 5 wins-1 at 2-from 1200m to 2200m, A$268,460, AJC Dulcify H., L, BATC Chairman's H., L, 3d AJC Metropolitan H., Gr.1, QTC Castlemaine S.H., Gr.1. Baja California (Star Way (GB)). 9 wins from 1400m to 3200m, A$91,655, SAJC Igloo H., Silent Gift H., 3d SAJC Johnnie Walker Classic H., L. Farrago (First Consul (USA)). 8 wins-2 at 2-from 1300m to 1600m, VRC Sirius H., SAJC Van Heusen H., 3d VRC Gallantic H., L. Te Akau Rainfall - Super Fame (H.K.). 2 wins at 1200m in NZ and HK, HKJC Liaoning H. Oberonia. Winner at 2, ARC Passive S. Producer. Blue Water Lady. Winner at 1400m, 2d Avondale JC NZ Bloodhorse Improvers' H., 3d Waikato RC Kiwi FM H. Dam of- Emily Blue. Winner at 2. Dam of- SHANGHAI WARRIOR (Elvstroem). 5 wins from 1100m to 1600m, A$273,023, VRC Aurie's Star H., Gr.3, Bob Skilton H., MRC The Cove Hotel H., 3d VRC All Victorian Sprint Final H., L. Lady Cairns. Unraced. Dam of- PERFECT FEELING (Spinning World (USA)). 6 wins from 1200m to 1650m, A$222,575, HK$592,500, Qld Tatt's RC Tattersall's Mile, L, SAJC Laelia S., L. Woodward. 3 wins to 1400m. Prominence. 2 wins at 1200m, 1600m in NZ. Producer. Lavonia. Winner at 2 in NZ. Producer. 5th Dam CLYNDER, by Balloch (GB). 2 wins at 2, ARC Tramway H. Dam of 10 named foals, 9 to race, 8 winners, inc:- Pow Wow (Khorassan (Ire)). 5 wins-1 at 2-from 5f to 11f, Rotorua Cup, 2d Great Northern Oaks, Gr.1, WRC Gloaming S., Gr.2. Romsey (Alcimedes (GB)). 2 wins-1 at 2-at 6f, 8¼f, ARC Lonsdale H., 2d VRC Batman S., L. Salima. 2 wins at 2, ARC Nursery H., 4th ARC Ladies Mile, L. Dam of- Forest Lodge Racing Pty Ltd ACN 106 775 884 ABN 51 106 775 884 Darren Weir Racing Stables 336 Kennedy’s Rd, Miners Rest 3352 Darren Mobile: 0407 860 023 Office: 5334 6655 Fax: 5334 6408 Email: [email protected] www.darrenweirracing.com.au
26th October 2017
Carol Walsh Blueblood Thoroughbreds Po Box 6992 Baulkham Hills BC NSW 2153
Dear Mrs. Walsh
RE: Training the 2015 O’Lonhro x Giggling Girl Filly
I, Darren Weir, hereby agree to train the 2015 O’Lonhro x Giggling Girl Filly from my Ballarat Stables in Victoria for the syndicate being formed by BlueBlood Thoroughbreds in accordance with my standard terms of trade.
The filly is by O’LONHRO, son of champion racehorse and sire, LONHRO. O’Lonhro has sired 58 winners from only 99 runners.
The dam GIGGLING GIRL (By Happy Giggle) won 4 times up to 1350m including one in town. She is dam of one foal to race, Lanson Lass (full sister) placed at 3. Giggling Girl is closely related to several Group 1 winners including DROUGHT, KIA MAIA, PRINCE RULING, SHOOT OFF and HABIBI.
Apart from training, I have no financial interest in this horse. The horse will be trained in accordance with our Training Services Agreement.
I look forward to having great success with her and this syndicate.
Signed:______
Date:______30/10/2017______