Prospectus Initial Public Offering of Ordinary Shares
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COLLINS FOODS LIMITED ACN 151 420 781 PROSPECTUS Initial Public Offering of Ordinary Shares Joint Lead Managers This Prospectus This Prospectus is dated 15 July 2011 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. Refer to section 6.9 for further information. This Prospectus is available to Australian and New Zealand investors in electronic form at www.collinsfg.com.au. The Offer constituted by this Prospectus in electronic form is available only to persons within Australia or New Zealand. It is not available to persons in other jurisdictions (including the United States or US Persons). Persons having received a copy of this Prospectus in its electronic form may, before the Closing Date of the Broker Firm Offer, obtain a paper copy of this Prospectus (free of charge) by telephoning the Collins Foods Offer Information Line on 1800 622 202. If you are eligible to participate in the Offer and are calling from outside Australia, you should call +61 2 8280 7694. Applications for Shares may only be made on an Application Form attached to or accompanying this Prospectus, or in its paper copy form which may be downloaded in its entirety from www.collinsfg.com.au. Refer to section 6.3.2 for further information. Offer The Offer contained in this Prospectus is an initial public offering by invitation of Collins Foods Limited of 80.7 million fully paid ordinary shares in Collins Foods Limited (Shares) at $2.50 per Share. Refer to section 6 for further information. Offeror At the date of this Prospectus, Collins Foods Limited had issued three Shares for $1 and had not traded. On settlement of the Offer (referred to as Completion of the Offer), Collins Foods Limited will acquire, through a wholly owned subsidiary, Collins Foods Holding Pty Limited and SingCo Trading Pte Ltd. Refer to section 6.1.3 for further information. Collins Foods Holding Pty Limited and SingCo Trading Pte Ltd operate the Collins Foods businesses. These businesses, their management and keys risks are described in this Prospectus. References to “Collins Foods” in this Prospectus describe Collins Foods Limited and its subsidiaries following Completion of the Offer. Refer to sections 2-5 for further information. Restrictions on This Prospectus does not constitute an offer of Shares or invitation in any place in which, or to any person to whom, it would not be lawful to make distribution such an offer or invitation. Refer to section 6.7. Important This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Information for Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings-Australia) Regulations 2008. This offer and the content of the offer document are principally governed by Australian rather than New Zealand New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) sets out how the offer must be made. There are differences Investors in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand. Exposure Period The Corporations Act prohibits Collins Foods Limited from processing applications to subscribe for Shares under this Prospectus (Applications) in the seven day period after the date of lodgement of this Prospectus (Exposure Period). This period may be extended by ASIC by up to a further seven days. This period is an exposure period to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of certain deficiencies in this Prospectus in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the Exposure Period. Financial Section 3 sets out in detail the financial information referred to in this Prospectus. The basis of preparation of that information is set out in information and section 3.2. forward looking All financial amounts contained in this Prospectus are expressed in Australian currency and rounded to the nearest $0.1 million unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. statements This Prospectus contains forward looking statements which are identified by words such as “may”, “could”, “believes”, “estimates”, “expects”, “intends” and other similar words that involve risks and uncertainties. The Forecast Financial Information is an example of forward looking statements. Any forward looking statements are subject to various risk factors that could cause Collins Foods Limited’s actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with risk factors as set out in section 4, specific assumptions as set out in section 3.8.1, general assumptions as set out in section 3.8.2, the sensitivities as set out in section 3.9, and other information in this Prospectus. Defined terms Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary in section 9 of this Prospectus. and time Unless otherwise stated or implied, references to times in this Prospectus are to Sydney time. Disclaimer No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. You should rely only on information in this Prospectus. Except as required by law, and only to the extent so required, neither Collins Foods Limited nor any other person warrants or guarantees the future performance of Collins Foods Limited, or any return on any investment made pursuant to this Prospectus. Further queries If you are considering applying for Shares under the Offer, this document is important and should be read in its entirety. If you have any questions in relation to the Offer, please call the Collins Foods Offer Information Line on 1800 622 202 within Australia. If you are eligible to participate in the Offer and are calling from outside Australia, you should call +61 2 8280 7694. The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. In particular, in considering Collins Foods’ prospects, you should consider the assumptions underlying the forecast financial information and the risk factors that could affect Collins Foods’ financial performance. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues). Refer to sections 3-4 for further information. If you do not understand any part of this Prospectus, or are in any doubt as to whether to invest in Shares or not, it is recommended that you seek professional guidance from your stockbroker, solicitor, accountant or other independent and qualified professional adviser before deciding whether to invest. 1 COLLINS FOODS LIMITED PROSPECTUS CONTENTS Letter from the Chairman 3 1. Investment overview 4 2. Company overview 19 3. Financial information 43 4. Risks 67 5. Key people, interests and benefits 72 6. Details of the Offer 82 7. Investigating Accountant’s Report 96 8. Additional