PROSPECTUS Best&Less Group Holdings Ltd ACN 642 843 221 Prospectus for the Initial Public Offering of up to 28,272,463 ordinary shares in the Company at an offer price of $2.16 per share Joint Lead Managers Legal Adviser IMPORTANT NOTICES THIS DOCUMENT IS NOT FOR DISTRIBUTION NO REPRESENTATIONS OTHER THAN APPLICATIONS OR RELEASE IN THE UNITED STATES IN THIS PROSPECTUS Applications may be made only during THE OFFER No person is authorised to give any the Offer Period on the Application Form This Prospectus is issued by Best & Less information or to make any representation attached to, or accompanying this Group Holdings Ltd ACN 642 843 221 in connection with the Offer that is not Prospectus in its paper form. By making (BLGH or the Company) and Best & Less contained in this Prospectus. Any information an Application you represent and warrant Group SaleCo Ltd ACN 648 577 020 or representation not so contained may that you were given access to the Prospectus, (SaleCo) for the purposes of Chapter not be relied on as having been authorised together with an Application Form. 6D of the Corporations Act 2001 (Cth) by the Company, SaleCo, their respective The Corporations Act prohibits any person (Corporations Act). The offer contained in Directors, the Joint Lead Managers from passing the Application Form on to this Prospectus is an initial public offering (as defined below), or any other person another person unless it is attached to to acquire fully paid ordinary shares in the in connection with the Offer. You should a paper copy of the Prospectus or the Company (Shares) (the Offer). See Section only rely on information in this Prospectus. complete and unaltered electronic version 7 for further information on the Offer. EXPOSURE PERIOD of this Prospectus. None of the Australian Securities The Corporations Act prohibits us from Refer to Section 7 for further information and Investments Commission (ASIC), processing Applications in the seven-day regarding the details of the Offer. Australian Securities Exchange (ASX) period after the Prospectus Date (the FINANCIAL INFORMATION or any of their respective officers takes Exposure Period). The Exposure Period any responsibility for the contents of this may be extended by ASIC for a further Section 4 sets out the Financial Information Prospectus or the merits of the investment seven days. The purpose of the Exposure referred to in this Prospectus and the basis to which this Prospectus relates. Period is to enable this Prospectus to be of the preparation of this information. examined by market participants prior The Financial Information in this LODGEMENT AND LISTING to the raising of funds. Any deficiencies Prospectus should be read in conjunction This Prospectus is dated 25 June 2021 identified in the Prospectus during the with, and is qualified by reference to, the (the Prospectus Date) and was lodged Exposure Period must be dealt with in commentary contained in Section 4 and with ASIC on that date. accordance with section 724 of the the risk factors set out in Section 5. The Company will apply to ASX within Corporations Act. Applications received All financial amounts contained in this seven days after the Prospectus Date for during the Exposure Period will not be Prospectus are expressed in Australian admission to the Official List and quotation processed until after the expiry of the dollars, unless otherwise indicated. of Shares on ASX. Exposure Period. No preference will Any discrepancies between totals and be conferred on applications received EXPIRY DATE the sum of components in tables and during the Exposure Period. This Prospectus expires on the date which figures contained in this Prospectus is 13 months after the Prospectus Date NO COOLING-OFF RIGHTS are due to rounding. (Expiry Date). No Shares will be issued Cooling-off rights do not apply to an This Prospectus includes Historical on the basis of this Prospectus after the investment in Shares issued under this Financial Information and Forecast Expiry Date. Prospectus. This means that, in most Financial Information that is presented circumstances, you cannot withdraw your on both a pro forma and statutory basis, NOT INVESTMENT ADVICE Application once it has been accepted. other than for CY20 and CY21F which The information contained in this Prospectus are not statutory reporting periods. OBTAINING A COPY OF THIS PROSPECTUS is not investment or financial product The Historical Financial Information is advice and has been prepared as general During the Exposure Period, an electronic provided for information purposes only information only, without consideration of version of this Prospectus, without an and is not a forecast of performance to be your personal circumstances, investment Application Form, will be available at expected in future periods. Past performance objectives, financial circumstances, tax www.bestandlessgroupoffer.com.au to and trends should not be relied upon as position or any other particular needs. Australian and New Zealand investors being indicative of future performance and It is important to read this Prospectus only. Application Forms will not be made trends. The Forecast Financial Information carefully and in full before deciding available until after the Exposure Period presented in this Prospectus is unaudited. whether to invest in Shares. If you have has expired. INVESTIGATING ACCOUNTANT’S REPORT any questions these should be directed During the Offer Period, this Prospectus ON FINANCIAL INFORMATION AND to your relevant advisers. is available in electronic form at FINANCIAL SERVICES GUIDE In particular you should carefully consider www.bestandlessgroupoffer.com.au. The Offer constituted by this The provider of the Investigating Accountant’s the assumptions underlying the Financial Report on Financial Information is required Information section (Section 4) and the Prospectus in electronic form at www.bestandlessgroupoffer.com.au is to provide Australian retail clients with Risks section (Section 5) in light of your a financial services guide in relation to personal circumstances, investment available only to persons within Australia or New Zealand. The Prospectus is not the review under the Corporations Act. objectives, financial circumstances, tax The Investigating Accountant’s Report position or any other particular needs available to persons in other jurisdictions (including the United States) in which and accompanying financial services (including financial and taxation issues) guide are provided in Section 8. and seek professional advice from your it may not be lawful to make such an accountant, financial adviser, stockbroker, invitation or offer. If you access the electronic FORWARD-LOOKING STATEMENTS lawyer or other professional adviser before version of this Prospectus, you should This Prospectus includes Forecast Financial deciding whether to invest in Shares. ensure that you download and read the Information based on an assessment of There may be risk factors in addition Prospectus in its entirety. present economic and operating conditions, to these that should be considered You may, before the Offer Period expires, and on a number of assumptions set out in light of your personal circumstances. obtain a paper copy of this Prospectus in Section 4.6 regarding future events Except as required by law, and only to the (free of charge) by telephoning our Offer and actions that, at the date of the extent required, no person named in this Information Line on 1800 647 819 (within Prospectus, are expected to take place. Prospectus, nor any other person, warrants Australia) or +61 1800 647 819 (outside The Company does not undertake to, and or guarantees the performance of the Australia) from 8:30am to 5:30pm (Sydney does not intend to, update or revise any Company or any return on investment in time), Monday to Friday (Business Days only). forward-looking statements, or publish Shares made pursuant to this Prospectus. prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, Industry assumptions, forecasts and may differ from the rights, remedies, except where required by law. estimates involve risks and uncertainties and compensation arrangements for This Prospectus contains forward-looking and are subject to change based on New Zealand financial products. statements, including the Forecast Financial various factors, including those discussed Both the Australian and New Zealand Information in Section 4, which may be in the Risks section at Section 5. financial markets regulators have identified by words such as “anticipates”, SELLING RESTRICTIONS enforcement responsibilities in relation “may”, “should”, “could”, “likely”, “believes”, This Prospectus does not constitute an to this offer. If you need to make a “estimates”, “expects”, “targets”, “predicts”, offer or invitation to apply for Shares in any complaint about this offer, please “projects”, “forecasts”, “intends”, “guidance”, place in which, or to any person to whom, contact the Financial Markets Authority, “plan” and other similar words that involve it would not be lawful to make such an New Zealand (http://www.fma.govt.nz). risks and uncertainties. These forward-looking offer or invitation. The Australian and New Zealand regulators statements are not guarantees of future will work together to settle your complaint. No action has been taken to register performance and involve known and The taxation treatment of Australian