PROSPECTUS
BLUEBLOOD HINCHINBROOK X MAGLISSA LTD
ABN 48 623 898 091
DATED: 20 FEBRUARY 2018
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]
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TABLE OF CONTENTS
IMPORTANT INFORMATION ......................................................................................................................... 3
1. INVESTMENT OVERVIEW .................................................................................................................. 4
1.1 Summary of Offer ............................................................................................................................. 4
1.2 Key terms and conditions of Offer .................................................................................................... 4
2. BUSINESS OVERVIEW ........................................................................................................................ 5
2.1 Nature of your business .................................................................................................................... 5
2.2 Competitors ...................................................................................................................................... 7
2.3 Significant dependencies .................................................................................................................. 7
2.4 Strategy and plans ............................................................................................................................ 8
2.5 Finance arrangements ...................................................................................................................... 8
3. RISK FACTORS ................................................................................................................................... 9
3.1 Business risk factors .......................................................................................................................... 9
3.2 Investment risk factors ..................................................................................................................... 9
4. FINANCIAL INFORMATION ................................................................................................................ 9
4.1 Financial Affairs ............................................................................................................................... 10
5. DIRECTORS AND KEY PEOPLE, INTERESTS AND BENEFITS ................................................................ 11
5.1 Board of Directors ........................................................................................................................... 11
5.2 Interests of Directors ...................................................................................................................... 11
5.3 Corporate Directory .......................................................................................................................... 12
6. DETAILS OF THE OFFER .................................................................................................................... 12
6.1 Structure of the offer ...................................................................................................................... 12
6.2 Proposed use of proceeds ............................................................................................................... 13
6.3 Terms and conditions of the offer .................................................................................................. 13
7. GLOSSARY ....................................................................................................................................... 16
8. EXECUTION OF PROSPECTUS ........................................................................................................... 17
9. HOW TO APPLY FOR SHARES ........................................................................................................... 18
10. APPLICATION FORM ........................................................................................................................ 19
ANNEXURES……………………………………………………………………………………………………………………………….….20
IMPORTANT INFORMATION
Offer
The Offer contained in this Prospectus is an invitation
by Blueblood Hinchinbrook x Maglissa Ltd (“BHXM” or
“Company”) to acquire fully paid ordinary shares
(“Shares”) in the Company.
Prospectus
This Prospectus is dated 20 February 2018 and a copy
was lodged with the Australian Securities and
Investments Commission (“ASIC”) on that date. This is
a replacement prospectus which replaces the
prospectus dated 6 February 2018.
Expiry date
No shares will be issued on the basis of this Prospectus
later than 12 months after the date of this Prospectus.
Exposure period
The Corporations Act 2001 (Cth) (“Corporations Act”)
prohibits BHXHM 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 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 the Company 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
its directors and advisers) guarantees the performance
of the Shares or any capital or income.
Offer availability
The Offer constituted by this Prospectus is only
available to persons 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.
Forward-looking statements
This Prospectus contains forward-looking statements.
Forward-looking statements can be identified by the
use of forward-looking terminology such as ‘may’,
‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’,
‘believe’, ‘continue’ or the negative or other variations
of comparable terminology. These statements are
based on the Directors’ assessment of present
economic and operating conditions, and on a number
of assumptions regarding future events and actions
that, at the date of this Prospectus, are expected to
take place. Forward-looking statements are not
guarantees of future performance and involve known
and unknown risks, uncertainties, assumptions and
other important factors, many of which are beyond
the control of the Company. Such statements are
subject to risk and uncertainties that could cause
actual results to differ materially from those projected.
Such statements (none of which is intended as a
guarantee of performance) are subject to certain
assumptions, risks and uncertainties, which could
cause the actual future results, achievements or
transaction to differ materially from those projected
or anticipated. The Directors’ expectations, beliefs and
projections are expressed in good faith and are
believed to have a reasonable basis. No assurance is or
can be given that the results, performance or
achievements expressed or implied by the forward-
looking statements contained in this Prospectus will
actually occur. Accordingly, you should not place
undue reliance on these forward-looking statements.
No cooling-off rights
Cooling-off rights do not apply to an investment in
Shares issued under this Prospectus. This means that,
in most circumstances, you cannot withdraw your
application once it has been accepted.
Photographs
Photographs used in this Prospectus which do not
have descriptions are for illustration purposes only
and should not be interpreted to mean that any person
shown endorses the Prospectus or its contents.
1. INVESTMENT OVERVIEW
1.1 Summary of Offer
Topic Information Reference
What is the Company? BHXM is a horse racing company and has purchased one
thoroughbred racehorse with the intention of racing it.
BHXM is offering Shareholders the opportunity to receive
any benefit of race winnings.
For more information
see section 2.1
Why is the Offer being
conducted?
The Offer is being conducted to:
• Fund the engagement of the proposed trainers;
• Pay the costs incurred by Blueblood Thoroughbreds
and the Directors of BHXM in respect of the issue of
this Prospectus; and
• Repay BHXM’s existing credit facility used to purchase
the Horse.
For more information
see section 6.2
What are the key risks
associated with BHXM?
Risks associated with purchasing shares in the Company
include the risk of the Horse being injured and unable to
race, heavy reliance on directors and other key persons,
changes in legislation, the speculative nature of horse
racing and liquidity risk.
For more information
see section 3
Who will be in control of
the Company?
The Directors of the Company are Carol Walsh,
Christopher Walsh and Leticia Walsh
For more information
see section 5.1
Who will benefit from
the Offer?
Blueblood Thoroughbreds will benefit from this Offer as it
will be responsible for managing the racing career of the
Horse for the Company, and will receive a management
fee for doing so.
For more information
see sections 2.3.2, 5.2
and 6.3.1
1.2 Key terms and conditions of Offer
Topic Information
What is the Offer period? The offer opens on 6 February 2018 and closes on 5
February 2019.
What is the type of Shares being offered? Fully paid ordinary Shares in the Company.
How many Shares are being offered? 100 fully paid ordinary Shares.
Minimum subscription amount for each
Shareholder
2 fully paid ordinary Shares.
Minimum subscription amount for Offer to proceed 2 fully paid ordinary Shares.
What is the consideration for each Share being
offered?
The price of each Share under offer is $1,398
Amount to be raised under the Offer $139,800
Are the Shares listed? The Shares are not listed on any stock exchange.
Is the offer underwritten? The Offer is not underwritten.
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2. BUSINESS OVERVIEW
2.1 Nature of your business
BHXM is a horse racing company and has purchased one thoroughbred racehorse with the intention of racing it (the
“Horse”). BHXM holds a racing syndicate licence issued by the Queensland Racing Integrity Commission, which allows
the Horse to be raced at tracks throughout Australian under the BHXM name. The Horse 100% is owned by BHXM, and
not the Shareholders.
It is intended that BHXM will operate for the career of the Horse at the discretion of the Directors, with an expected
start date of 24th January 2018.
2.1.1 The Horse selection process
BHXM has purchased the Horse relying on the recommendation from Carol Walsh, Managing Director of Blueblood
Thoroughbreds (Aust) Pty Ltd (“Blueblood Thoroughbreds”). An invoice for the purchase of the Horse is attached to
this Prospectus. Blueblood Thoroughbreds has been operating as a racehorse syndicator for the past 8 years.
Carol Walsh considers 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.
The Horse has had an independent veterinarian, Dr Chris Lawler, perform a clinical inspection and x-ray. The
veterinarian has provided a veterinary certificate (attached to this Prospectus) specifying that the Horse is suitable and
fit for racing. The veterinarian certificate discloses that the veterinarian does not have any financial or other interest
in the Company or the funds to be raised from the Prospectus.
2.1.2 Description of the Horse
Colour Bay
Sex Colt
Date of Foal 15 August 2016
Sire Hinchinbrook
Dam Maglissa
Brand FITZ nr sh – 1 over 6 off sh
2.1.3 Purchase price of Horse
BHXM purchased the Horse from Magic Millions Yearling Sale on 13 January 2018 under credit terms held in the name
of Blueblood Thoroughbreds (see section 2.5).
2.1.4 Current status of horse
The Horse has not been broken in and is currently spelling at Bella Jane Lodge in the Lower Hunter, NSW until he heads
into the breaker approximately on 12 February 2018.
The Horse is an unraced Yearling Colt.
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2.1.5 Horse naming and registration
The Horse is unregistered. The Horse will be named by the Shareholders and registered once the Shares have been
issued in full. The horse will be registered within 45 days of the 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 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.
2.1.6 Pedigree details
The Horse’s sire and dam are as follows:
• Sire – Hinchinbrook (AUS) (Bay 2007-Stud 2011) by FASTNET ROCK (AUS)
2 wins at 2, AJC Skyline S., Gr.3. Leading Aust. First Season Sire 2014-15. Sire of 214 rnrs, 132 wnrs, 11 SW, inc.
Press Statement (BRC JJ Atkins S., Gr.1), Whispering Brook, Derryn, Diamond Tathagata, Salsonic, Samara Dancer,
Flying Jess, Spright, Flippant, Manaya, The Virginian, SP Beat the Clock, Knowable, Super Too, Brazen, Brooklyn,
Old Trieste, Un de Sceaux, Brulee, Nina Peak, Brooklyn Storm, etc.
• Dam – Maglissa (by Magnus)
3 wins to 1450m, A$93,820, MRC Melbourne Legacy Xmas H., 2d SAJC Peter Elberg Funerals H., Highway After
Party H., Drink Driving? Grow Up H., 3d SAJC Syd McDonald's 90th H. This is her first foal.
Photo: Hinchinbrook – Stallion
A pedigree page for the above is attached to this Prospectus.
2.1.7 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
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2.1.8 Mortality insurance
The Horse is insured with HQ Insurance for mortality, theft and life-threatening surgery extension cover from 13
January 2018 to 31 January 2019. The sum insured is $139,800. A certificate of currency accompanies this Prospectus.
Renewal of insurance is at the discretion of the Board.
A certificate of currency for this insurance is attached to this Prospectus.
2.2 Competitors
Direct competitors to BHXM’s business include:
• Yarramalong Racing Club Ltd;
• Hancox Racing No 8 Ltd; and
• Racing Club No 1 Ltd.
These competitors run similar businesses of acquiring, managing and racing horses.
2.3 Significant dependencies
2.3.1 Proposed trainer
Gai Waterhouse and Adrian Bott are the proposed trainers for the Horse. Trainer’s agreements between Gai
Waterhouse and Adrian Bott and the Company have been executed. A letter of consent to train the Horse from the
proposed trainers is attached to this Prospectus.
Their contact details are as follows:
Address: 16 Bowral Street, Kensington NSW 2033
Phone: 02 9622 1488
Gai has won:
• 134 Group One’s
• 7 Sydney Training Premierships
• The title of Australia’s Leading Gr.1 winning Trainer
• 461 Black Type races
• 4 NSW Premierships
• Over $177 million in stakes earnings Photo: Trainers Gai Waterhouse & Adrian Bott
• Inducted into the Australian Racing Hall of Fame in 2007
She has won multiple races such as the Golden Slipper, Melbourne Cup, Caulfield Cup, Victorian Derby, Triple Crown
winning 2YO (Dance Hero), AJC Doncaster 4 years in a row, she has 1st, 2nd and 3rd over the line in the 2001 Golden
Slipper. No one has achieved this feat.
The daily training rate is $148.50 (incl. GST) per day. Training rates may increase over the career of the Horse. See
section 6.3.1 for all estimated ongoing expenses Shareholders are responsible for.
If the nominated trainer is, for any reason, unable to continue training the Horse, the directors, at their discretion, will
appoint another trainer, as soon as possible. The Australian Trainers Association standard terms and conditions will
apply to any training appointment.
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2.3.2 The Manager
The Manager of the Horse is Blueblood Thoroughbreds. 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.
The Manager’s responsibilities include:
• Regular communication with Shareholders by telephone, fax or email regarding training and spelling progress, and
regular relay of Trainer’s comments.
• Arranging open days for Shareholders to inspect their racehorses and be addressed by the Trainer.
• Provision of general day to day administrative services, provision of pursuing overdue accounts via phone call,
email or post.
• 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, organisation
of disbursement of any trophies, representing the Company in relation to race day steward enquiries etc.)
• Arranging times and dates for Shareholders to inspect their horses at the stables or spelling properties.
• Assistance with RaceDay ticketing where applicable.
• Maintain professional indemnity insurance.
• Naming and registration of the Horse.
• Transfers of ownership.
The Company has engaged Blueblood Thoroughbreds to perform as Manager of the Horse under a Racing Partnership
Agreement which specifies Blueblood Thoroughbreds’ scope of engagement.
2.4 Strategy and plans
BHXM has been set up to purchase the Horse and manage its entire racing career. BHXM is offering Shareholders the
opportunity to receive any benefit of race winnings.
2.5 Finance arrangements
BHXM has entered into a credit facility agreement with Blueblood Thoroughbreds for a 3 year revolving credit facility
for up to $150,000. The purpose of the credit facility is to enable BHXM to cover the running costs of the Horse until
BHXM has raised sufficient capital to cover these expenses. The terms of the credit facility are as follows:
• $150,000 in borrowings available under the credit facility.
• Interest of 1.5% per annum will accrue daily on drawn down funds.
• The credit facility is provided on an unsecured basis.
• BHXM must apply future capital raised under the Offer to repay any amounts drawn down under the credit facility
plus any outstanding interest at which time the facility will be terminated.
• The credit facility must be repaid within 3 years of the date of this Prospectus.
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3. RISK FACTORS
3.1 Business risk factors
3.1.1 Horse racing risks
The following risks could impact the ability of the Horse to participate in races:
• Injury to the Horse in the course of its training or when participating in races;
• Sickness, disease or death of the Horse;
• The Horse could prove unsuitable for horse racing; and
• The cost of racing, including managing and training the Horse could increase leading to a reduction in any
returns to Shareholders.
3.1.2 Reliance on directors and key persons
BHXM has no operating history and relies on the skills of the directors, trainers of the Horse and Blueblood
Thoroughbreds to manage the racing career of the Horse. An investment in BHXM is therefore heavily dependent on
the directors and these other key persons. If any of these key persons become unable or unwilling to fulfil their role,
the Horse’s ability to race could be impacted significantly.
3.1.3 Changes in legislation and regulations
Changes in legislation and regulations such as the Australian Rules of Racing could affect the Horse’s ability to
participate in races, and therefore could impact on the amount of Shareholder returns. In addition, BHXM could be
subject to additional legal or regulatory requirements if its business, operations or geographic reach expand in the
future.
3.2 Investment risk factors
3.2.1 No guarantee of returns
Any person investing in shares in BHXM should be aware that horse racing is a speculative venture with no guarantee
of returns. A person subscribing to this offer should regard their shares as an entry in to racing horses for entertainment
value rather than returns. There is also a risk to capital, for example, if the Horse proves unfit for racing, it may be sold
off for a price less than its cost plus ongoing expenses.
3.2.2 Trading in Shares may not be liquid
As shares in BHXM are not listed on any stock exchange, there is no liquid market for the shares.
Shareholders may sell their shares to a third party or an existing Shareholder. To facilitate this, BHXM will maintain a
register of the shares that any Shareholder wishes to make available for sale, and will inform any prospective purchaser
who expresses an interest. However, BHXM is legally constrained from soliciting for purchasers on behalf of sellers or
otherwise make a market for shares.
4. FINANCIAL INFORMATION
INCOME - Shareholder's Funds from the offer $139,800.00
Interest earned over 1 year (approximately) $0.00
TOTAL $139,800.00
EXPENDITURE (1 YEAR)
Purchase of Horse $88,000.00
Breaking-In and education expenses $3,300.00
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Accounting and Auditing Costs $1,000.00
Company Establishment (including ASIC and setup costs) $600.00
Prospectus production, legal review and sign off and ASIC lodgement costs $2,400.00
Print and Postage (over one years) $1,000.00
Training/Spelling/Veterinary/Registration costs etc. (over one years) $5,343.00
Mortality Insurance (1 year $139,800) $4,337.00
Racing Expenses (Track fees, Vet Stables, Vitamins, Drenching, Dental etc) $1,400.00
Advertising and Capital raising Costs $16,090.00
Director's professional advice, licence, process and document formation fees $3,000.00
BBT's Compliance Management Fees over one years $1,980.00
Race Nominations (Golden Slipper & Golden Rose, Blue Diamond, BOBS & BOBS Extra, Magic Millions Race Series $7,505.00
Registration & Lodging Syndicate Fee $545.00
Merchandise Costs (1 Polo Shirt & 1 Cap) plus postage & handling $2,800.00
Photographs/Footage – Pedigree software fee (Werks), video footage, etc. $500.00
TOTAL $139,800.00
Surplus (based on full subscription) $0.00
4.1 Financial Affairs
Statement of Financial Position as at 6th February, 2018
Current Assets $
Cash Assets 100.00
Total Current Assets 100.00
Non-Current Assets 0.00
Other
Total Non-Current Assets 0.00
Total Assets 100.00
Non-Current Liabilities
Interest-Bearing Liabilities 0.00
Total Non-Bearing Liabilities 0.00
Total Liabilities 0.00
Net Assets 100.00
Equity
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Issued Capital 100.00
Retained Profits 0.00
Total Equity 100.00
5. DIRECTORS AND KEY PEOPLE, INTERESTS AND BENEFITS
5.1 Board of Directors
BHXM’s Board will comprise 3 Directors. A biography of each Director is contained in the table below.
Director Biography
Carol Walsh Carol Walsh 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).
She 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 Christopher Walsh supports and assists his wife, Carol Walsh, and has done so for the
past 12 years. He handles event functions and regular open days for BHXM.
Leticia Walsh Leticia Walsh 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 BHXM.
5.2 Interests of Directors
Carol Walsh is also a director of Blueblood Thoroughbreds (Aust) Pty Ltd and will receive benefits from BHXM in relation
to fees payable for administration, marketing and accounting services which will be provided by Blueblood
Thoroughbreds (Aust) Pty Ltd. The constitution of BHXM allows the directors of Blueblood Thoroughbreds (Aust) Pty
Ltd to retain any profits made through this arrangement.
This arrangement is on arm’s length terms, and the members have approved the arrangement. The value of the benefit
to Blueblood Thoroughbreds is $1,540 (incl. GST) per month.
In the event that the Horse is sold, Blueblood Thoroughbreds is also entitled to a sale fee of 5% of the sale price. In the
event the Horse is an entire and is retired to stud, Blueblood Thoroughbreds is entitled to 2 service rights per annum
for the lifetime of the standing stallion and 5% of the sale price.
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5.3 Corporate 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
Dunmore Street
Wentworthville NSW 2145
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
6. DETAILS OF THE OFFER
6.1 Structure of the offer
This Prospectus relates to an offer of 100 fully-paid ordinary shares. Each Shareholder must subscribe to a minimum
of 2 ordinary fully paid shares at $1,398 per share.
6.1.1 Minimum subscription
The minimum subscription for this offer to proceed is 2 shares. No shares will be issued until the minimum subscription
has been achieved.
6.1.2 Maximum subscription
The maximum subscription for this offer is 100 shares.
If the maximum subscription is not achieved, Shareholders have the option to:
• Have their purchase price of their subscription amount refunded in full within 30 days; or
Page 13 of 20
• Retain their shares in BHXM with a reduced minimum number of shares, in which case a supplementary
prospectus will be sent to all Shareholders.
6.2 Proposed use of proceeds
The total gross proceeds under the offer is expected to be $139,800. The proceeds of the offer will be applied to:
• Fund the engagement of the proposed trainers;
• Pay the costs incurred by Blueblood Thoroughbreds and the Directors of BHXM in respect of the issue of this
Prospectus; and
• Repay BHXM’s existing credit facility used to purchase the Horse.
6.3 Terms and conditions of the offer
Topic Summary
What is the type of security being
offered?
Fully-paid ordinary shares in BHXM
What are the rights and liabilities
attached to the security being
offered?
The following rights and entitlements are attached to the offered
shares:
• Entitlement to dividends for profit generated by horse racing prize
money;
• The shares will rank equally on any return of capital by BHXM. Upon
the winding up of BHXM, any surplus monies from the proceeds of
all BHXM’s assets shall be distributed to Shareholders in accordance
with the provision of the Corporations Act.
• The Shares are full voting shares;
• Subject to the BHXM’s Constitution and the Corporations Act,
Shares in BHXM are freely transferable.
Shareholders are responsible for the payment of all costs associated
with maintaining, training and racing the Horse. The estimated ongoing
expenses are outlined in section 6.3.1.
What is the consideration for each
security being offered?
The price of each share under offer is $1,398.
What is the offer period? The offer opens on 6 February 2018.
The offer closes on 5 February 2019.
Is the offer for the issue of new
securities or the sale of existing
securities?
This offer is for the issue of new securities.
When will Shareholders receive
confirmation their application has
been successful?
Dispatch of share certificates upon successful subscription to the offer
will occur by no later than 15 February 2019.
Unsuccessful applicants will also be notified at this time and monies paid
will be refunded within 30 days of the close of this Prospectus.
Are the securities listed? The shares in BHXM are not listed on any stock exchange.
Is the offer underwritten? The offer is not underwritten.
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Topic Summary
Are there any escrow
arrangements?
There are no escrow arrangements.
Where will funds raised be held? All funds raised by this Prospectus shall be held in a designated Trust
Account, namely BBT Hinchinbrook 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.
What is BHXM’s capital structure?
Ordinary shares on issue as at 20 February 2018 100
Maximum number of ordinary Shares to be issued
under this Offer
100
Total on Offer completion 100
Are there any significant taxation
implications?
There may be taxation implications associated with owning and
disposing of Shares. As these implications will depend upon a
Shareholder’s particular circumstances, all potential Shareholders are
encouraged to obtain their own taxation advice in respect of acquiring,
holding and selling Shares.
6.3.1 Estimated ongoing costs obligations
Total ongoing expenses – the following horse expenses are indicative and payable monthly by each Shareholder. The
Manager advises that the average ongoing expenses for 2 shares (the equivalent of 2% share) is approximately
$19.60/week (incl. GST) OR for 5 shares (the equivalent of 5% share) is approx. $49/week (incl. GST). These expenses
include the Management Fee paid to Blueblood Thoroughbreds
The ongoing expenses may vary at any time due to the variable times that the horse is in work, racing, pre-training or
spelling, and whether the trainer increases their daily rate.
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 these ongoing expenses.
The trainer’s daily training rate is $148.50 (including GST) and is included in the total ongoing expenses. Note, the
trainers’ daily training rate may change subject to industry increases.
The ongoing expense do not 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
Company.
Accounts preparation fee – preparation of BHXM’s annual accounts in respect of the relevant financial year will be
charged on the 1st of July each year, 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 10 Shares (the equivalent of 10% Share), so if you hold a
share in excess of 10 Shares (10% Share), this is the maximum you will be charged.
2 Shares (2% Share): $56.40 per annum or $4.70 per month
5 Shares (5% Share): $141.00 per annum or $11.75 per month
10 Shares (10% Share): $282.00 per annum or $23.50 per month
Accounts preparation fees are paid in addition to the total ongoing expenses in section 6.3.1.
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Management Fee – Blueblood Thoroughbreds will charge a fixed monthly Management Fee of $30.80 (incl. GST) per
2 shares (2% share) or $77.00 (incl. GST) per 5 shares (5% share) capped at $154.00 for 10 shares (10% share) and
above. This fixed monthly Management Fee is included in the total ongoing expenses as described in section 6.3.1.
6.3.2 Prize-money distribution
All prize-money won by the Horse will be deposited directly into the Manager’s account called BlueBlood
Thoroughbreds (Maglissa) with a Sydney branch of the ANZ Bank and will be distributed to the Shareholders as
dividends 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, prize-money is distributed to the Shareholders after remunerations
are distributed to the trainer, jockey, welfare program and jockey insurance. The percentages are automatically
determined by each state and may vary from State to State. If the prize money exceeds $15,000, Blueblood
Thoroughbreds will be entitled to 5% of gross prize money. Gross prize money includes the prize money, breeders’
bonus and incentive scheme payments.
Should a Shareholder be in arrears of ongoing expenses, distribution will be all prize-money due less arrears owing.
Prize money earned under $1,000 will not be distributed and will instead be credited to each Shareholders account in
respect of ongoing expenses.
6.3.3 Distribution from sale of Horse
In the event that the Horse is sold, the Company will be wound up and distributions to Shareholders will be made in
accordance with the Corporations Act.
6.3.4 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 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.
Page 16 of 20
7. GLOSSARY
ASIC means the Australian Securities and Investments Commission.
BHXM or Company means Blueblood Hinchinbrook x Maglissa Ltd (ABN 48 623 898 091)
Blueblood Thoroughbreds or Manager means Blueblood Thoroughbreds (Aust) Pty Ltd (ABN 19 149 700 827)
Board means the board of directors of the Company.
Director means a director of the Company.
Prospectus means this document, being a prospectus for the purpose of Chapter 6D of the Corporations Act and any
supplementary or replacement prospectus.
Share means a fully paid ordinary share in the capital of BHXM.
Shareholder means a registered holder of a Share.
Page 18 of 20
9. HOW TO APPLY FOR SHARES
Applications to acquire 2 Shares in the Prospectus will only be accepted on the application form attached to 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. Payment can be made via cheque, direct deposit or credit card. Cheques must be made payable to “Blueblood
Thoroughbreds” and crossed “Not Negotiable”.
Alternatively, you may make payment of application monies via direct transfer to the following account:
ANZ BANK
Blueblood Thoroughbreds
BSB: 012 463
Account Number: 307928444
Reference: please ensure that you reference the payment in the same name as your share application form.
Applications must be for a minimum of 2 Shares offered under this 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 to [email protected], fax to 02 9672 6412 or delivery to the following address:
Carol Walsh
Blueblood Hinchinbrook x Maglissa Ltd
PO Box 6992
Baulkham Hills BC NSW 2153
Applicants should read this Prospectus in its entirety, before deciding to complete and lodge an Application Form.
An application constitutes an offer by the applicant to acquire 2 Shares in the Company on the terms and subject to
the conditions set out in this Prospectus. 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.
Page 19 of 20
10. APPLICATION FORM
Blueblood Hinchinbrook x Maglissa Ltd
Complete in block letters and 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 ............................................................................................................
Telephone Business ………..........................................Home ..................................................................................
Mobile …………………..................................................Fax .......................................................................................
Email .....................................................................................................................................................................
These Shares 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 Company on the basis that I will have …………..… Share (s).
Account details of where dividends are to be deposited:
Account Name: ……………………………………………..
BSB: ……………………………………………..
Account Number: ……………………………………………..
Payment Method:
Cheque Direct Deposit Credit Card (please fill out details below)
Credit Card Details
Visa MasterCard Amex Diners
Card Number Expiry
CVV Number: Signature: ……………………………………………………………………
Page 20 of 20
Declaration
By signing this application form, I agree and declare that:
1. I have read, understood and agree to be bound by the 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.
…………………………………………………………. Name of Shareholder
…………………………………………………………. Signature of Shareholder
…………………………………………………………. Date
Gai Waterhouse Racing
PO Box 834, KENSINGTON NSW 1465
Accounts Email: [email protected]
Accounts Enquiries: 61 2 9188 2926
All Other Enquiries: 61 2 9662 1488
Fax: 61 2 9662 6328
ABN: 60 614 041 584
TAX INVOICE Date: 23-Jan-18
Account: 82548
Invoice No.: 4,856
To: C Walsh
Blueblood Thoroughbreds
PO Box 6992
BAULKHAM HILLS BC NSW 2153
AmountCost (Inc)Description ShareCost (Ex)
58MM18: Hinchinbrook x Maglissa Colt
Hinchinbrook/Maglissa 16
Purchase price $88,000.00$88,000.00 100.00%$80,000.00
MM race series nomination $4,950.00$4,950.00 100.00%$4,500.00
Magic Millions Scoping fee $165.00$165.00 100.00%$150.00
$8,465.00
$93,115.00Total (including GST)
Total GST
A/C Name: Gai Waterhouse Racing
A/C No: 118 778
Bank Name: Westpac
BSB: 032-102
Swift Code: WPAC AU2S
Please quote your Account number: 82548 when paying
Bank Details:
Are you registered for GST? Yes / No
Payment is due upon receipt of invoice
Est 1951 by Dr Percy Sykes AM
RANDWICK EQUINE CENTRE Veterinarians • Equine Medicine & Surgery
PLEASE ENSURE THAT THIS REPORT IS FORWARDED TO THE HORSE’S OWNER AND THE PERSON RESPONSIBLE FOR THE FUTURE CARE OF THE HORSE, AS WELL AS TO THE INSURER, IF APPLICABLE
3 Jane Street Randwick NSW 2031 Sydney Australia Postal PO Box 195 Randwick NSW 2031 Sydney Australia Phone (612) 9399 7722 Fax (612) 9398 5649 E-Mail Address [email protected]
Website: www.randwickequine.com.au
Veterinary Surgeons
Thomas Bayes BVM BVS (Hons) MRCVS Sarah Smith BVM&S MRCVS
Kate Robson BVetBiol BVSc (Hons) Megan Bartels BVS (Hons)
Lucy McGlashan-Morris BVet Med MRCVS Mark O’Sullivan MVB
Resident Consultants
Karon Hoffmann BVSc Dip VCS MVSc PhD DipECVDI D R Hutchins BVSc Hon.DVSc FANZCVS OAM
Treve Williams BVSc MRCVS Colin Dunlop BVSc Dip ACVA
Veterinary Surgeons
Greg Nash BVSc MANZCVS Leanne Begg BVSc Dip VCS MS MANZCVS Dip ACVIM Jonathan Lumsden BVSc Dip VCS MS Dip ACVS James Whitfeld BVSc Richard Humberstone BVSc Cert EP MRCVS Chris O’Sullivan BVSc MS Dip VCS MANZCVS Dip ACVS Hayley Lang DVM ACVS Rachel Lambeth BVSc Dip VCS MVCS Ruth Franklin BVetMed MRCVS Rachel Salz BSc (Hons) BVetMed MRCVS Dip ACVSMR Victoria Locke MA VetMB CertAVP(EM) MRCVS Ilona Bayliss MA VetMB MRCVS Ramon Perez DVM
VETERINARY SYNDICATION CERTIFICATE HORSE: Hinchinbrook/Maglissa ‘16 SIRE: Hinchinbrook (AUS) DAM: Maglissa (AUS) DESCRIPTION: 1-Year-Old Bay Thoroughbred Colt BRANDS NS: F I T Z OS: 1 OVER 6 DATE: 24 th January 2018 On the 9th January 2018, the above-described horse was examined at the Magic Millions Sales Complex, Gold Coast, Queensland for the purposes of providing a Veterinary Syndication Certificate for inclusion in a Product Disclosure Statement (PDS) for syndication by Blueblood Thoroughbreds. Based on the examination, which involved a clinical examination and a review of radiographs provided, this horse is considered fit for syndication for racing purposes and mortality insurance. I confirm that I do not have any current or intended future financial or other interest in the abovementioned horse, the proposed syndication or Blueblood Thoroughbreds and this letter may be relied upon by prospective investors who invest in this horse. Regards,
..................................................N1749 Dr Greg Nash BVSc MACVSc MRCVS RANDWICK EQUINE CENTRE This certificate has been prepared for the inclusion in the PDS of the thoroughbred as outlined. This certificate may be relied upon by potential investors, however it does not constitute a “pre-purchase” examination. Furthermore, I am aware that this report is provided to the syndicator for their use in promoting the sale of the above-described horse.
..
H� !IQ INSU�N�
HQ Insurance Pty Ltd
ABN 46 091 731 225 / AFS Licence No. 235666
PO Box 1329, NORTH SYDNEY NSW 2059
Tel (02) 8568-2311 Fax (02) 9586-1467
Website: www.hginsurance.com.au
Email: [email protected]
CERTIFICATE OF CURRENCY
This Certificate Of Currency confirms the following policy is current as at the date of issue stated below. Please refer to policy document for full terms and conditions
INSURED NAME BlueBlood Thoroughbreds (Australia) Pty Ltd
FINANCIER None
POLICY TYPE Bloodstock Mortality Insurance extended to include Guaranteed Renewal and Life Saving Surgery
POLICY NUMBER SRUK0000681/2018
PERIOD OF INSURANCE: 10th January 2018 to 4pm 31st January 2019
INTEREST INSURED: 2016 Colt Hinchinbrook x Maglissa Lot 58 Magic Millions Gold Coast Yearling Sale 2018
SUM INSURED $139,800 - Syndicated Value
INSURER Swiss Re International SE
DATE OF ISSUE 16th January 2018 SWISS RE INTERNATIONAL SE, UK-BRANC0 PER GALILEO UNDERWRITING LLP I
1 6 JAN 2018 CONTRACT REF: 1/2008 ,_J Signed (As Insurer)
This Certificate is furnished as a matter of information only and does not constitute an insurance contract upon which claims can be made.
Coe doc Member of National Insurance Brokers Association
