LOVISA HOLDINGS LIMITED PROSPECTUS For the initial public offering of 51,037,035 ordinary shares at $2.00 each Underwriters Lovisa Holdings Limited CIMB Capital Markets (Australia) Limited and Morgans Corporate Limited ACN 602 304 503 Important Notice Offer Obtaining a copy of this Prospectus The offer contained in this Prospectus is an invitation to acquire fully A hard copy of this Prospectus is available free of charge to any Broker paid ordinary shares in Lovisa Holdings Limited (ACN 602 304 503) Firm Offer Applicant in Australia by calling Morgans, an Underwriter on (the Company) (Offer). The Offer in Australia is made through 1800 777 946. This Prospectus is also available to Broker Firm Offer this Prospectus. Applicants in Australia via the Company’s website (http://investors. This Prospectus is issued by the Company. lovisa.com.au/prospectus/). This Prospectus is not available to persons in jurisdictions outside Australia (including the United States). References to Lovisa and the Restructure Exposure period The Company was incorporated on 6 November 2014 and does not currently own the business conducted by Lovisa. The business of The Corporations Act prohibits the Company from processing Lovisa is currently being conducted by Lovisa Pty Limited and Lovisa applications for Shares under this Prospectus (Applications) in the International Pte. Ltd. In connection with the Offer, Lovisa will undertake seven day period after the date of lodgement of this Prospectus the Restructure, under which Lovisa Holdings Limited will become the (Exposure Period). This period may be extended by ASIC by up to a new parent company of the Lovisa group. Completion of the Restructure further seven days. The Exposure Period is to enable this Prospectus is subject to Listing. The Restructure will take effect on the day following to be examined by market participants prior to the raising of funds. Settlement, which is expected to occur on or about 17 December 2014. The examination may result in the identification of deficiencies in this If the Restructure does not complete, the Offer will not proceed. Prospectus. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will be Further details about the Restructure are contained in Section 8.3 of conferred on Applications received during the Exposure Period. the Prospectus. Unless otherwise specified, this Prospectus is prepared as if the Photographs and diagrams Restructure has occurred. For example, the Company Summary in Photographs and diagrams used in this Prospectus that do not have Section 1, the Offer Summary in Section 2, the Company Overview in descriptions are for illustration only and should not be interpreted Section 3 and the Financial Information in Section 4 describe Lovisa to mean that any person shown in them endorses this Prospectus after completion of the Restructure and the Financial Information or its contents or that the assets shown in them are owned by the represents the business operations of Lovisa after completion of Company. Diagrams used in this Prospectus are illustrative only and the Restructure. may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the Lodgement and listing date of this Prospectus. This Prospectus is dated 21 November 2014, and was lodged with the Australian Securities and Investments Commission (ASIC) on Disclaimer and forward-looking statements that date. None of ASIC, the Australian Securities Exchange (ASX) No person is authorised to give any information or make any or their respective officers take any responsibility for the content representation in connection with the Offer that is not contained in this of this Prospectus or the merits of the investment to which this Prospectus. Any information or representation not so contained may not Prospectus relates. be relied on as having been authorised by the Company or the Directors. The Company will apply to the ASX for listing and quotation of its Shares This Prospectus contains forward-looking statements, including the on the ASX within seven days of the date of this Prospectus. Forecast Financial Information in Section 4, which may be identified No securities will be issued on the basis of this Prospectus any later by words such as “may”, “could”, “believes”, “estimates”, “expects”, than 13 months after the date of this Prospectus. “plans”, “intends”, “will”, “projects”, “predicts”, “anticipates” and other similar words. Note to Applicants These statements are based on an assessment of present economic The information contained in this Prospectus is not financial product and operating conditions, and on a number of assumptions regarding advice and does not take into account the investment objectives, future events and actions that, at the date of this Prospectus, are financial situation or particular needs of any prospective investor. expected to take place. It is important that you read this Prospectus carefully and in full before Such forward-looking statements are not guarantees of future deciding to invest in the Company. In particular, in considering this performance and involve known and unknown risks, uncertainties, Prospectus, you should consider the risk factors that could affect assumptions and other important factors, many of which are beyond the the financial performance of the Company in light of your personal control of the Company and its directors. circumstances (including financial and taxation issues) and seek The Company cannot and does not give any assurance that the professional advice from your accountant, stockbroker, lawyer or other results, performance or achievements expressed or implied by the professional adviser before deciding to invest. Some of the key risk forward-looking statements contained in this Prospectus will actually factors that should be considered by prospective investors are set out in occur and investors are cautioned not to place undue reliance on these Section 5. There may be risk factors in addition to these that should be forward-looking statements. considered in light of your personal circumstances. The Company has no intention to update or revise forward-looking No person named in this Prospectus, nor any other person, guarantees statements, or to publish prospective Financial Information in the the performance of Lovisa, the repayment of capital or the payment of a future, regardless of whether new information, future events or any return on the Shares. other factors affect the information contained in this Prospectus, except As set out in Section 9.14, it is expected that the Shares will be where required by law. quoted on the ASX initially on a deferred settlement basis. The Company These forward-looking statements are subject to various risk factors that disclaims all liability, whether in negligence or otherwise, to persons who could cause the Company’s actual results to differ materially from the trade Shares before receiving their holding statement. results expressed or anticipated in these statements. These risk factors No offering where offering would be illegal are set out in Section 5. This Prospectus does not constitute an offer or invitation in any place in Statements of past performance which, or to any person to whom, it would not be lawful to make such This Prospectus includes information regarding the past performance an offer or invitation. No action has been taken to register or qualify the of Lovisa. Given this, and the inherent uncertain nature of forecasts, Shares or the Offer, or to otherwise permit a public offering of Shares, investors should be aware that past performance should not be relied in any jurisdiction outside Australia. The distribution of this Prospectus upon as being indicative of future performance. outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice Financial Information presentation and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The basis of preparation and presentation of the Financial Information in this Prospectus is set out in Section 4. The Financial Information The Shares have not been and will not be registered under the United should be read in conjunction with, and is qualified by reference to, States Securities Act of 1933, as amended (the US Securities Act) or the information contained in Section 7 including, in the case of the any state securities law in the United States and may not be offered, Forecast Financial Information, the general assumptions and specific sold, pledged or transferred in the United States unless the shares assumptions, the sensitivity analysis and the risk factors in Section 5. are registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act and applicable US Financial amounts state securities law is available. Money as expressed in this Prospectus is in Australian dollars unless See Section 8.15 for more detail on selling restrictions that apply to the otherwise indicated. Offer and sale of Shares in jurisdictions outside of Australia. Glossary Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary (see Section 11). 2 Privacy By filling out an Application Form to apply for Shares, you are providing personal information to the Company through the Company’s service provider, Link Market Services Limited (ABN 54 083 214 537) (Share Registry), which is contracted by the Company to manage Applications. The Company, and the Share Registry on its behalf, may collect, hold and use that personal information in order to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration. If you do not provide the information requested in an Application Form, the Company and the Share Registry may not be able to process or accept your Application.