Daily Planet Prospectus

ACN 101 217 252
THE DAILY PLANET LIMITED PROSPECTUS 2002
IMPORTANT NOTICE
This prospectus (Prospectus) is issued by The Daily Planet Limited (ACN 101 217 252) (Company). This Prospectus is dated 29 November 2002 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. Neither ASIC nor the Australian Stock Exchange Limited (ASX) take any responsibility for the contents of this Prospectus. The expiry date of this Prospectus is 28 February 2003 at 5.00pm (Melbourne, Australia time) (Closing Date). No Shares will be allotted or issued on the basis of this Prospectus after the Closing Date. The Company reserves the right, subject to the Corporations Act, to close the Offer early or delay the Closing Date to a date not later than 28 December 2003.
Exposure Period
Under the Corporations Act, the Company is not permitted to process applications during the period of 7 days after the date of lodgement of this Prospectus with ASIC. ASIC may extend this period 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. No preference will be conferred on applications received during the exposure period.
Applications
The Corporations Act, prohibits any person passing on to another person an Application Form unless it is attached to a copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. This Prospectus is intended only for those persons to whom it was delivered personally by or on behalf of the Company, or to those persons who have downloaded the document in PDF format from the Companys website www.dailyplanet.com.au. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at its registered office. The Offer is available to persons receiving the electronic version of this Prospectus within Australia.
Overseas Jurisdictions
This Prospectus does not constitute an offer for the issue, sale or purchase of any securities in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons (including nominees, trustees or custodians) who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular: The Shares have not and will not be registered under the United States Securities Act of 1933 (Securities Act) and may only be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Rule 902 of the Securities Act) under exemptions from the registration requirements of the Securities Act and any applicable securities laws of any state of the United States; and This Prospectus has not been and will not be approved by an authorised person in the UK and has not been and will not be registered with the Registrar of Companies in the UK. The Shares may not be offered to or sold in the UK except to persons having professional experience in matters relating to investments (pursuant to Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001) and the investment to which this Prospectus relates is only available in the UK to such persons. Persons who do not have professional experience in matters relating to investments may not rely on this Prospectus.
Assumptions and Risk Factors

Before deciding to invest in the Company, investors should read this Prospectus in its entirety. In considering the prospects of the Company, investors should consider the assumptions underlying the prospective financial information and the risk factors described in Sections 5 and 6 of this Prospectus. The information contained in this Prospectus does not take into account the investment objectives, financial situation or particular needs of any investor. Before making an investment in the Company, investors should consider whether such an investment is appropriate for their particular investment needs, objectives and financial circumstances and consult an investment advisor if necessary.
Personal Information
The completed Application Form provides personal information about you to the Company. The Company collects your personal information to process and administer your investment in the Company and to provide related services to you. If you do not complete the Application Form in full, the Company may not accept your Application Form. The Company may disclose your personal information, for purposes related to your investment, to its agents or service providers, including the sponsoring broker and share registry. You can obtain access to personal information that the Company holds about you. To make a request for access or to obtain further information about the Company's personal information management practices, please contact the Company on (03) 9528 1766. Definitions of certain terms used in this Prospectus appear in the Glossary in Section 12. Other definitions are located where relevant in this Prospectus.
The models appearing in this Prospectus are not sex workers.
TABLE OF CONTENTS
Investment Highlights Chairmans Letter Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Annexure 1 Application Form The Offer The Company The Daily Planet Limited The Property Management Team Risk Factors Financial Information Independent Accountants Report Summary of Building Condition Report Summary of Property Valuation The Tenant and its History Additional Information Glossary Sample Share Certificate 1 3 4 8 12 14 16 20 32 40 44 50 56 66 68
Investment Timetable
Lodgement of Prospectus Close of Offer Expected Dispatch of Holding Statements/Share Certificates Expected Quotation of Shares on ASX 29 November 2002 28 February 2003 13 March 2003 21 March 2003
The above dates are indicative only and the Company reserves the right to alter the timetable without notice or discontinue the Offer without issuing or allotting some or any Shares.
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THE DAILY PLANET LIMITED
INVESTMENT HIGHLIGHTS
Unique investment opportunity
In what is thought to be the first public offer of this type in the world, The Daily Planet Limited is giving investors the chance to invest indirectly in Australias multi-million dollar sex industry. Investors are encouraged to complete and return their Application Forms as soon as possible to ensure they dont miss out on this truly unique investment opportunity. on extremely favourable terms to the Company, with the tenant responsible for all outgoings, improvements, structural repairs and capital works on the Property. These arrangements will ensure that the Companys overheads are minimised.
Experienced management team

With a wealth of industry experience, the Companys management team is eminently qualified to guide the Company through this exciting stage in its development.
Attractive returns
The Company is forecasting an attractive annualised partly franked return of 8.13% p.a. averaged over the next 27 months. Most Australian resident investors (including superannuation funds) will be able to enjoy the benefit of the imputation credits attaching to the partly franked dividends. For those investors, the effective annualised rate of return will increase to an average of 10.44% p.a. over the forecast 27 month period. Refer to Section 2.4 for further information regarding the utilisation of imputation credits and to Sections 5.7 and 6.2 for discussion of the factors affecting the forecast returns and the assumptions on which they are based.
Diversification and expansion of future activities

The Directors will consider expanding and diversifying the Companys operations in the future by developing or acquiring a similar business to the Daily Planet in the Sydney CBD, and by the acquisition of businesses operating in related industries throughout Australia.
Quality property
Following extensive refurbishments in 1988, 1994 and most recently in 2002, the Daily Planet boasts magnificent dcor and state of the art facilities. The Property has been valued at $5.75 million.
Investment risks
There are a number of factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company and the value of the Shares. These factors are outlined in Section 5 of this Prospectus, and include: performance of the tenant; default under the Facility Agreement; loss of key personnel; vacancy of the Property; lack of operating history of the Company; success of future capital raisings; payment of dividends; changes to the regulatory environment; and general investment risks.
The above information is a summary only. Investors are encouraged to read the full text of this Prospectus.
High profile tenant

Established in 1975, the Daily Planet is a genuine Melbourne icon. As one of the largest operating licensed brothels in the world, it has the enviable reputation as a leading player in the industry. Investors are referred to Section 10 headed The Tenant and its History. That section will provide potential investors with information which will assist them in evaluating the viability of the tenant and its profile.
Regular dividends
The table on the following page shows an indicative investment of $10,000 (the minimum investment is $2000). Dividends will be paid on a twice yearly basis. Subject to the Offer being fully subscribed, the Directors' will demonstrate their commitment to the payment of regular dividends by ensuring that the amount of $712,838 will be held separately in an interest bearing account at all times during the forecast period. For further details regarding this security for dividends refer to Section 2.3.
Secure lease
The Company has secured the Daily Planet as the tenant of the Property for the next 50 years (with options totalling a further 50 years). If the Offer is fully subscribed, the commencing annual rental will be $661,880 subject to annual CPI reviews capped at 4%. The lease is
Forecast Returns
Dividend Period Partly franked dividend paid on initial investment of $10,000 Annualised rate of return Imputation credit Total return Annualised effective rate of return for Australian residents Net/After tax return 4 5 15% marginal tax rate (super funds) 48.5% marginal tax rate (individuals) 6 Overseas investors $128.55 $249.61 $745.99 $808.86 $844.84 $829.01 $768.40 $812.83 $212.17 $1089.80 $1214.97 $1118.05 10.00% 10.26% 11.05% 10.44% 1 2 3 $249.61 9.99% $Nil $249.61 $808.86 8.09% $217.45 $1026.30 $829.01 8.29% $275.84 $1104.85 $812.83 8.13% $230.89 $1126.92 Notes 3 months ended 30 June 2003 Year ended 30 June 2004 Year ended 30 June 2005 Annualised Average
The above returns are predictive in character and are not guaranteed. They may be affected by inaccurate assumptions or by known or unknown risks and uncertainties. They may differ materially from results ultimately achieved. Refer to Sections 5.7 and 6.2 below for discussion of the factors affecting the forecast returns and the assumptions on which they are based. Notes: 1 Due to the Companys projected income tax position, only partly franked dividends are able to be issued during the forecast period. The first three-month period dividend will be unfranked due to the fact that at this point in time the Company will not have paid any income tax from which franking credits are derived. 2 Based on the projected net profit of the Company for the relevant dividend period. The annualised effective rate of return in relation to a period which is a year, is calculated by reference to the partly franked dividends payable during that year (plus the imputation credits), divided by the initial investment by an investor expressed as a percentage. In relation to the initial period of 3 months to 30 June 2003 this result has been annualised for the purpose of comparison with later years. 3 Whilst most Australian residents (including superannuation funds) will be able to enjoy the benefit of imputation credits, all investors should seek professional taxation advice in relation to their own circumstances, particularly those who choose to invest through a family trust or a company. 4 This item shows the equivalent gross (unfranked) return from a non-share based investment that an investor would need to receive in order to obtain the forecast net/after-tax return. 5 The net/after tax rate of return will depend on the tax status or marginal tax rate of the individual investor. This item shows the respective net/after tax returns (having taken into account the imputation credits) received by investors in the following taxation categories investors on the 15% tax rate eg. superannuation funds; individual investors on the 48.5% marginal tax rate (including medicare levy) - eg. investors with taxable income exceeding $60,000; and overseas investors. 6 Based on the net/after tax return prior to the deduction of witholding tax. Overseas investors are unable to access the imputation credits, which are only available to Australian residents. Other concessions exist however, in relation to withholding tax. Where a company pays to overseas investors a dividend that has been partially or fully franked, the dividend will, to the extent to which it has been franked, be exempt from Australian withholding tax. The general rate of withholding tax on dividends is 30% or, for residents of a country with which Australia has concluded a comprehensive double tax agreement, 15%. The net return received by overseas investors is the balance remaining following payment of all Australian tax liabilities. Note, however, the net return may constitute assessable income in their home countries and may be subject to further tax liability. Overseas investors are encouraged to seek advice regarding the application of those laws to their personal circumstances.
Chairmans Letter
Dear Investor
29 November 2002
On 22 July of this year, the Directors announced that The Daily Planet Limited (Company) was going public and detailed an investment opportunity for investors satisfying certain eligibilty criteria set out in an Information Memorandum. Since that announcement the Company has received over 3,000 telephone and e-mail enquiries from investors all over the world, as well as over 9 million hits on the Companys website including 1.26 million hits on the day following the announcement. The media attention generated by the announcement has been similarly overwhelming with feature stories appearing on television and newspapers here and around the world. At the time of the announcement, the intention of the Directors was to seek a listing on ASX within 12 24 months. In light of the considerable response from investors, the Directors have resolved to expedite the listing process and intend to lodge an application for listing with ASX no later than 6 December 2002. In order to obtain a listing on ASX, the Company must issue and lodge a formal prospectus with ASIC. The added benefit of offering the Shares under such a document is that the investor eligibility criteria is removed and the Offer is open to the general public. Applicants under the Information Memorandum will be required to lodge an application under this Prospectus. The Daily Planet Limited, as registered proprietor and landlord, will lease the Horne Street property to Daily Planet Australia Pty Ltd for a commencing annual rental of $661,880. Minimal overheads allow for a projected average partly franked return of 8.13% p.a. annualised over the next 27 months to the holders of ordinary shares in The Daily Planet Limited. Taking into account the benefit of imputation credits increases the effective average annualised rate of return to 10.44% p.a. Refer to Sections 2.4, 5.7 and 6.2 for further details. To the best of the Directors knowledge this is the first public offering of this type in the world. To mark this historic event, a superbly presented parchment share certificate will be provided on request to those shareholders who wish to receive one. A sample share certificate is contained in Annexure 1 to this Prospectus. I am very excited by the prospect of embarking on this new phase in the evolution of the Daily Planet and, on behalf of the Directors, I look forward to welcoming you as a shareholder of The Daily Planet Limited. Yours faithfully
John Trimble Executive Chairman The Daily Planet Limited 7 12 Horne Street Elsternwick 3185 Victoria Australia Tel +613 9528 1766 Fax +613 9523 7540 Email info@dailyplanet.com.au
SECTION 1 THE OFFER
1.1 Funds to be Raised

The Company is seeking to raise up to $8.9 million by the offer of 17,800,000 Shares at an issue price of $0.50 per Share. The Shares offered under this Prospectus are fully paid ordinary shares in the capital of the Company and will rank equally with all existing ordinary shares.
an application for reconstruction relief made to the State Revenue Office on 26 November 2002. If successful, the amount of $316,250 will be used as working capital. 3. The costs of the Offer include the costs incurred in relation to the preparation, printing and distribution of the Information Memorandum and any brokers commission payable. 4. Refer to Section 2.3 for further
1.4 Utilisation of Funds if Offer Not Fully Subscribed

If exactly the Minimum Subscription Amount is received, the funds raised will be utilised in the following manner: Discharge of mortgage Property transfer costs Costs of the Offer Working capital Total $3,519,000 $316,250 $865,000 $1,500,000 $6,200,250
In the event that the Minimum Subscription Amount is received but less than $8.9 million is raised, the rental payable under the lease of the Property will be set at such a level as is necessary to ensure that the projected annualised pre-tax return to holders of the Shares is 10.00% p.a. in the part year ending 30 June 2003. If the Offer is fully subscribed, the commencing annual rental payable by Daily Planet Australia Pty Ltd will be $661,880. If the Minimum Subscription Amount is raised the commencing rental will be approximately $493,948. Any funds raised in excess of the Minimum Subscription Amount will be first applied towards the security for dividends, before being applied towards working capital. The costs of the Offer will vary depending on the amount of commission payable to the broker. Refer to Section 2.7 regarding the utilisation of working capital.
1.2 Purpose of the Offer and Utilisation of Funds

The purpose of the Offer is to raise sufficient funds to enable the Company to meet its present and future capital requirements. Discharge of mortgage 1 Property transfer costs 2 Costs of the Offer Security for dividends Working capital Total 4 5 $3,519,000 $316,250 $712,838 $3,351,912 $8,900,000
information regarding the security for dividends. 5. Refer to Section 2.7 for further information regarding the Companys future activities and the utilisation of working capital.
3 $1,000,000
1.3 Minimum Subscription Amount

The Offer is conditional on the receipt of valid applications for Shares to the value of $6,000,250 (Minimum Subscription Amount). Until valid and binding applications to the value of the Minimum Subscription Amount have been received, Cameron Lane Pty Ltd will not transfer the Property to the Company, and the Company will not process applications or allot Shares. The funds received will be placed in a trust bank account pending allotment of Shares or the refunding of application monies. If the Minimum Subscription Amount is not reached by 28 February 2003, the Company will refund application monies in full to applicants. No interest will be paid on application monies refunded. Any interest earned will be retained by the Company.
Notes:
1.This amount will be loaned by the Company on commercial terms to Metropolis to enable the Daily Planet Groups current debt facility to be repaid and the security held by the groups bankers over the Property (and other entities and assets within the Daily Planet Group) to be discharged. Refer to Section 11.1.2 for details of the proposed loan arrangement between the Company and Metropolis and the reasons for it. 2. The Property transfer costs constitute the potential stamp duty liability payable on the transfer of the Property to the Company. As at the date of this Prospectus, such liability is not known and is dependent on the outcome of
1.5 Capital Structure

As at the date of this Prospectus, the Company is 100% owned by Cameron Lane Pty Ltd as trustee for the Cameron Lane Unit Trust. John Trimble is the sole director and sole beneficial shareholder of Cameron Lane Pty Ltd, and an ultimate beneficiary of the Cameron Lane Unit Trust. If the Offer is fully subscribed, the capital structure of the Company will be as follows: No. on issue Ordinary Shares B Class Shares* Total %
1.8 How to Invest

Applications for Shares can only be made by completing the Application Form attached to this Prospectus in accordance with the instructions contained on the reverse of the form. Completed Application Forms must be accompanied by a cheque drawn on an Australian Bank made payable in Australian currency to The Daily Planet Limited Share Offer and crossed Not Negotiable for an amount of $2000 or more. Completed Application Forms and cheques are to be delivered to: Computershare Investor Services Pty Limited Level 12, 565 Bourke Street Melbourne, Victoria 3000 Your completed Application Form and cheque must reach the above address no later than 5.00pm Melbourne, Australia time on 28 February 2003. The Company reserves the right to alter the investment timetable without notice or discontinue the Offer without issuing or allotting some or any Shares. Investors are therefore encouraged to lodge their applications as soon as possible. No additional fees, commissions or charges will be payable by investors in respect of the Shares.
1.9 Investor Enquiries

Investor enquiries should be directed to: Cameron Stockbrokers Limited on (02) 9232 7700 or Computershare Investor Services Pty Limited on 1300 850 505 or the Company on (03) 9528 1766 No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.
17,800,000 40.4% 26,283,336 59.6% 44,083,336 100%
*Held by Cameron Lane Pty Ltd
1.6 ASX Listing

Within 7 days after the lodgement of this Prospectus, application will be made by the Company to be admitted to the official list of the ASX and for the quotation of the Companys ordinary shares, including the Shares offered under this Prospectus.
1.10 Allocation of Shares and Conditions of Investment

The Company reserves the right to reject any application or to authorise the issue of a lesser number of Shares than those applied for. Where the number of Shares granted is less than the number applied for, surplus application monies will be refunded (less any interest earned) as soon as practicable. Any application accepted by the Company is accepted on the condition that the applicant does not have an interest in any current licence authorising the carrying on of a business of providing prostitution services, nor an interest in any unexpired permit granted for the use of land for the purpose of the operation of a brothel, within the meaning of those terms in section 75 of the Prostitution Control Act.
1.7 Offer Period

Offer opens Offer closes 29 November 2002 28 February 2002*
*At 5.00pm Melbourne, Australia time, subject to the right of the Company to alter the timetable (Refer to Section 1.8).

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SECTION 2 THE COMPANY
2.1 Introduction
The Company is an Australian public company incorporated on 3 July 2002 as a special purpose investment vehicle to own and manage the property located at 7-12 Horne Street, Elsternwick, Victoria, Australia (Property). The Directors of the Company are John Trimble, Andrew Harris and Shane Maguire. Refer to Section 5 below for more information on the experience and qualifications of the Companys management team.
Dividends will be paid on a twice yearly basis. Subject to the Offer being fully subscribed, the Directors will demonstrate their commitment to the payment of regular dividends by ensuring that an amount, calculated by reference to the projected after-tax profit of the Company for the first year, is held separately in an interest bearing account at all times during the forecast period. If the Offer is fully subscribed the sum of $712,838 will be held in such an account. On the expiry of the forecast period the Directors will consider how these funds can best be utilised in the interests of shareholders. If only the Minimum Subscription Amount is raised, no such amount will be set aside as security for dividends. Refer to Section 1.4 for details of the manner in which funds will be utilised if only the Minimum Subscription Amount is raised. Investors should note, however, the payment of dividends is subject to sufficient profits being available for distribution in accordance with the requirements of the Corporations Act.
2.4.1 Utilisation of imputation credits

Where shares have been held for at least 45 whole days after acquisition, the shareholder will get the benefit of any imputation (franking) credits issued during this period. The Australian Taxation Office will not allow the imputation credits to be used if the shares are sold within 45 days of acquisition. The only exemption is individuals whose imputation credit entitlement for the income year is less than $5,000. A discretionary trust will not be able to satisfy the 45-day rule. Therefore a discretionary trust that is a shareholder in the Company will not be able to pass imputation credits to its beneficiaries. The only exception to this rule is where the trustees of the discretionary trust elect to become a family trust. Trustees should seek taxation advice with respect to making such an election. Following amendments to the Income Tax Assessment Act 1997 effective 1 July 2000, investors whose marginal tax rate is lower than the company tax rate of 30% (eg. superannuation funds taxed at 15%) have been able to utilise the benefit of excess imputation credits.
2.2 Companys Activities

Subject to the Offer proceeding, the Companys sole activity will initially be the ownership and management of the Property. On 27 November 2002, the Company entered into a 50 year lease (plus options totalling 50 years) with Daily Planet Australia Pty Ltd. Refer to Section 11.1.1 for further information on the leasing arrangements.
2.3 Forecast Returns

The Company is forecasting an attractive annualised partly franked return of 8.13% p.a. averaged over the next 27 months. Most Australian resident investors (including superannuation funds) will be able to enjoy the benefit of the imputation credits attaching to the partly franked dividends. For those investors, the effective annualised rate of return will increase to an average of 10.44% p.a. over the forecast 27 month period. Refer to Section 2.4 for further information regarding the utilisation of imputation credits and to Sections 5.7 and 6.2 for discussion of the factors affecting the forecast returns and the assumptions on which they are based.
2.4 Taxation
The intention of the following information is to provide a guide to the general taxation position of the holders of ordinary shares. It does not purport to be a complete analysis or identification of all potential taxation consequences nor is it intended to replace the need for specialist taxation advice in respect of the particular circumstances of individual shareholders
2.4.2 Australian withholding tax on dividends

Overseas shareholders will be exempt from Australian withholding tax where they receive franked dividends. Although the Company will endeavour to consistently pay shareholders franked dividends, where unfranked dividends are received Australian withholding tax is required to be paid. The dividend withholding rate will vary between 5% to 30%.
2.4.3 Calculation of Capital Gains Tax (CGT) on disposal

All shareholders will potentially pay CGT when they sell their shares. As all shares will be acquired after 21 September 1999, the discount capital gain method may be available when calculating the capital gain on disposal.
The discount capital gain method may be available to individuals, trusts and complying superannuation funds where the shares are held for more than 12 months. Individuals and trusts may be able to reduce for tax purposes their capital gain by 50%. A complying superannuation fund may be able to reduce for tax purposes its capital gain by 33 1/3%.
A shareholder may incur a capital loss where shares are disposed of for a price less than cost incurred in acquiring the shares. The capital loss may be available to offset against capital gains earned in the same year of income or may be carried forward to be offset against future capital gains. The capital loss cannot be used to offset other assessable income.
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2.5 Existing Ownership and Cash Flow Structure
The Daily Planet Limited

100% owned by Cameron Lane Pty Ltd Payment of expenses Lease Rental
Daily Planet
7 12 Horne Street, Elsternwick, Victoria
Revenue
Daily Planet Australia Pty Ltd

(operator of the Daily Planet) 100% ordinary shares owned by John Trimble
Reimbursement of expenses
Metropolis
(owner of the Daily Planet) 100% ordinary shares owned by John Trimble
2.6 Proposed Ownership and Cash Flow Structure

59.6% B class shares owned by Cameron Lane Pty Ltd 40.4% ordinary shares owned by the public Payment of expenses Revenue
Daily Planet
7 12 Horne Street, Elsternwick, Victoria
Lease
Rental
Daily Planet Australia Pty Ltd

(operator of the Daily Planet) 100% ordinary shares owned by John Trimble Reimbursement of expenses
Metropolis
(owner of the Daily Planet) 100% ordinary shares owned by John Trimble
2.7 Future Activities

Section 6 sets out the Companys projected operating revenue and expenses for the next 27 months. In addition, the Directors will consider expanding and diversifying the Companys operations during this period by developing or acquiring a similar business to the Daily Planet in the Sydney CBD, and by the acquisition of businesses operating in related industries throughout Australia. To this end the Directors have examined a range of potential sites and have conducted preliminary discussions with the owners of several existing businesses. If a suitable development site in Sydney is identified and the proposal to develop a similar business to the Daily Planet in the Sydney CBD proceeds, the Company intends to contract Nascon Australia Pty Ltd, the sole director and shareholder of which is Andrew Harris, on commercial terms to act as project manager on the development. Since 1995, prostitution has been decriminalised in New South Wales and it is no longer an offence to live off the earnings of prostitution. Subject to compliance with local planning laws, there are no restrictions on who may operate a brothel and to whom the profits of the business may be distributed. The NSW Government has recently rejected proposals to introduce a licensing regime for brothels similar to that introduced in Victoria in 1994. The timing of any such expansion or diversification of the Companys activities will be determined by the Directors following proper consideration of all relevant factors, including the
provisions of the Corporations Act and, the ASX Listing Rules. The possible acquisition of businesses operating in related industries will be assessed by the Directors from time to time as opportunities arise. The Directors current intention is that expenses incurred as a result of any expansion and/or diversification of the Companys activities will be primarily funded by further capital raisings. Investors should be aware that the forecast returns contained in this Prospectus are based on the Companys activities during the forecast period being limited to the ownership and management of the Property. However, by raising a significant amount of working capital the Directors believe this will provide them with the flexibility necessary to give effect to the future opportunities outlined in this Section 2.7. Investors should also be aware of the possibility that the forecast returns may decrease (at least in the short term) should further ordinary shares be issued as part of future capital raisings or some or all of the working capital is used to pursue such opportunities.
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SECTION 3 THE PROPERTY
3.1 Introduction
Over the past three decades the Property has become a well known Melbourne landmark. Acquired separately by Cameron Lane Pty Ltd between 1983 and 1985, the properties comprising 7-12 Horne Street, Elsternwick, Victoria, were consolidated in 1987. The Property will be transferred from Cameron Lane Pty Ltd to the Company as soon as practicable following the successful completion of the Offer on 28 February 2003. Refer to Section 1.3 for details of the basis on which the Offer will proceed.
A planning permit was issued in 1989 by the Council of the City of Caulfield to allow the operation of an 18-room legal brothel on the Property. This is the only permit in Victoria allowing such a large number of rooms. The completion of a development adjacent to the Property is expected to increase the car parking facilities in the area.
3.4 Encumbrances
Subject to the Offer proceeding, the mortgage over the Property will be discharged. Please refer to Section 1.2 above for further information about the manner in which funds raised will be utilised and Section 11.1.2 for details of the current security held over the assets of the Daily Planet Group.
3.3 Building Condition Report

For further information regarding the condition of the Property and the building, please refer to the summary of the independent building condition report set out in Section 8. The full report will be made available for inspection during business hours free of charge at the Companys registered office.
3.5 Valuation
An independent qualified valuer has valued the Property and buildings at $5.75 million. Refer to the summary of the valuation contained in Section 9. A full copy of the sworn valuation will be made available for inspection during business hours free of charge at the Companys registered office.
3.2 Key Features

Located close to the Melbourne CBD in the bayside suburb of Elsternwick, the Property is a large 829m2 block adjacent to the Glenhuntly Road shopping strip (see Melways map reference 67 F3). The total floor area of the premises is 1031m2. Following major refurbishments in 1988, 1994 and most recently in 2002, the Property is structurally sound and superbly fitted-out.
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SECTION 4 MANAGEMENT TEAM
John Dennis Trimble (age 56)

Executive Chairman
Following a distinguished career in the First Commando Company of the Army Reserve, John Trimble took over the Daily Planet in 1975. Over the past three decades he has built the Daily Planet into one of the most successful and recognisable brothels in Australia. Until 1991, John continued to personally manage the Daily Planet on a day-to-day basis before delegating the role to a fulltime manager. This enabled him to pursue other interests - including property development and a charter boat operation. In addition to his business interests, John has been involved in motor racing for several years with his touring car team "Daily Planet". During the 1990's his team won the Sandown 500 and the Bathurst Privateer Class. John currently lives in Queensland and breeds fine wool Merinos at his farm on King Island. He still maintains a keen interest in the Daily Planet, commuting regularly to oversee operations.
selection to and graduation from the Officer Cadet School at Portsea. Graduating as a Second Lieutenant, he was selected for service with the Second Battalion Pacific Island Regiment from 1973-1976 (self-government to independence). He was selected to serve in the elite Special Air Service Regiment (SAS) in 1976 and promoted to the rank of Captain. During his service with the SAS he was trained as a parachute and free fall instructor and obtained numerous other qualifications including counter terrorism. On completing his military career in 1979 Andrew was awarded several medals in recognition of his service. In 1979 Andrew commenced his business career which, until 1984, included the establishment and operation of Australia's largest parachute school and a successful media career as a guest host on Channel 9's Mike Walsh Show and Channel 10's Together Tonight. He also completed television commercials and competed at the highest level in touring cars, which included him winning Rookie of the Year at Bathurst in 1983. His property development career commenced when he was appointed as a director of The George Harris Group of Companies followed by the establishment of his own companies, the main of which are Nascon Australia Pty Ltd and Nascon Constructions (Aust) Pty Ltd. From 1984 until 2001 he completed numerous major projects for both Coles Myer and Woolworths, collectively valued at approximately $400,000 million. These shopping centres are located in nearly every state in Australia. During this period Andrew also developed warehouses, office buildings and the Eastern Stand at Optus Oval. Andrew's career was interrupted in mid 1988 when his aircraft was forced down in bad weather whilst flying to his farm
on King Island. Despite suffering severe injuries in the accident, the rescuing of his passenger resulted in him being awarded the Star of Courage. From 1988 until the most recent refurbishment in 2002 he has at various times been involved in the management and redevelopment of the Daily Planet. Andrew is currently overseeing the management of the Daily Planet and, together with John Trimble, is committed to the success of The Daily Planet Limited. Andrew has the right balance of media, property and other management expertise to ensure that The Daily Planet Limited is effectively managed into the future.
Shane Bernard Maguire (age 54)

Non-executive Director
Shane Maguire was admitted to practice as a Barrister and Solicitor of the Supreme Court of Victoria in 1973. Since 1975 he has been a partner in the law firm Adams Maguire Sier. Shane has extensive experience in the areas of litigation and commercial law and has utilised that experience to advise businesses and organisations about their operations and structures. Shane has also been a member of the AFL Tribunal since 1991 and was appointed as Deputy Chairman of the Tribunal in 1996. Following an outstanding career as an amateur footballer for North Old Boys, he continued his involvement as an administrator and selector. He has received numerous awards for his contribution to Victorian football, including the Australian Sports Medal for services to football in 2000.
Andrew Harris (age 53)

Managing Director
Andrew Harris completed a distinguished career in the Armed Services commencing in 1968 and concluding in 1979. During this period he served with the Army Reserves from 1968-1971 in the Military Police. Volunteering for National Service in 1971, he completed basic training followed by
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SECTION 5 FISK FACTORS
As with any investment in securities there are both general risks relating to investment in securities and specific risks which relate to the operations of the Company and the industry in which it operates. Such risks could impact on the value of the securities of the Company and the Property, as well as the performance of the Company. The Directors have identified the following major risks, but not necessarily all risks, relevant to the investment and the prospects of the Company. Prior to making an investment decision, investors should carefully consider the risk factors that may affect the Company and the industry in which it operates, as well as other information set out in this Prospectus.
Other than the fixed and floating charge referred to under the heading Operation of the Business in Section 11.1.2, the obligations of Daily Planet Australia Pty Ltd are not secured in any way by a personal guarantee or other form of security. The Directors are confident, however, that the solid financial performance of the Daily Planet over the past three decades, whilst not a guarantee, ensures that the risk of default by the tenant is minimised.
commissions to estate agents to introduce tenants or provide incentives to attract a tenant. All these expenses would be paid from Company funds. To protect the Companys earnings in the event that the business of the Daily Planet is interrupted, insurance cover of up to $1,750,000 (in any one year) has been obtained. Investors must be aware that the rental payable under the lease of the Property and the projected rates of return are not necessarily indicative of the underlying value of the Property. If a new tenant were to take possession of the Property and a different business operated from it, it is likely that the rental payable and the rates of return would decrease significantly. The Directors are not aware of any reason why such a premature termination would occur.
5.2 Default by Metropolis City Promotions Pty Ltd

If Metropolis fails to comply with its obligations under the Facility Agreement, the profits of the Company may be adversely affected and shareholders may not receive their dividends, or at least may not receive them on time. In such circumstances, the Company may seek to enforce its rights under the Facility Agreement to require the sale of the assets secured under that agreement. If the amount obtained from the sale of such assets is insufficient to satisfy the obligations of Metropolis under the Facility Agreement, the Company will incur a loss unless the shortfall can be obtained from the guarantors. Refer to Section 11.1.2 for a summary of the terms of the Facility Agreement.
5.1 Performance of the Tenant

If the business operated by Daily Planet Australia Pty Ltd fails to generate sufficient revenue to enable that company to meet its obligations to pay rent, outgoings and the costs of capital improvements under the lease of the Property, or John Trimble or Metropolis fail to comply with their respective obligations under the deed dated 27 November 2002 (refer to Section 11.1.2 above), the profits of the Company may be adversely affected. In such circumstances shareholders may not receive their dividends, or at least may not receive them on time. The Company cannot be required to distribute dividends to shareholders if there are insufficient profits to do so. The market value of the Shares may also be adversely affected in such circumstances.
5.4 Key Personnel

The future success of the Company is largely dependent on a number of key personnel employed by the Company. The loss of one or more of these people would have an adverse impact on the Companys business. Due to the provisions of the Prostitution Control Act requiring prostitution service providers licences to be held by individuals rather than bodies corporate, the continued involvement of at least one Director holding such a licence is critical to the ongoing success of the Company. John Trimble has held a licence since 1994 and Andrew Harris has submitted an application to the Business Licensing Authority to obtain a licence.
5.3 Vacancy
The lease extends for 50 years (plus options for further terms totalling 50 years), however if the lease were to prematurely terminate the Company would seek to find a new tenant. While such a vacancy exists, the Companys income would decrease and the value of the Property might be affected. The Company might have to pay
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The Directors also recognise the importance of maintaining those licences and have introduced the policies and procedures necessary to ensure compliance by all staff with the requirements of the Prostitution Control Act and other relevant legislation.
without the approval of the shareholders in general meeting. The number of ordinary shares may also be increased as a result of the conversion of B class shares into ordinary shares or the exercise of any options issued under the Executive Option Plan. An increase in the number of ordinary shares on issue (whether by issue, conversion or exercise of options) may decrease the dividends paid on the Shares. In addition, the Company may, without the approval of the shareholders in general meeting, issue other securities that rank ahead of the Shares for dividends or payment on a winding up of the Company. No prediction can be made as to the effect, if any, such future issues of shares or options or the conversion of B class shares may have on the market price of the Shares. An increase in Directors remuneration may also result in a decrease in dividends paid. Similarly, if the Company exercises its option to acquire the Intellectual Property, returns may decrease. Returns may also vary following the repayment of the loan to Metropolis depending on the rate of return the Company can obtain on the repaid funds. Refer to Sections 11.3 and 11.4 for a summary of the rights attaching to ordinary shares and B class shares and the circumstances in which the B class shares may be converted into ordinary shares. Refer also to Section 11.5 for details of the Executive Option Plan.
5.8 General Investment Risks

General investment risks include: changing local or world economic conditions; changes in property market conditions, including the value and level of demand for commercial properties in Melbourne; legislative changes, including in relation to taxation, accounting and the regulation of the prostitution services industry; inflation; and natural disasters, social unrest or war in Australia or overseas.
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5.5 Operating History

Having been incorporated on 3 July 2002, the Company has no significant historical financial information or operating history. However, the Company has a very secure source of income, namely the Daily Planet, an organisation that has operated successfully for nearly 30 years.
5.6 Future Capital Raisings

The achievement of the Companys goals and objectives may be adversely affected if future capital raisings are unsuccessful. In such event, the Company may be forced to extend the timetable for, or discontinue entirely, its plans to expand and diversify the Companys activities in the future.
5.7 Payment of Dividends

Holders of the Shares are not guaranteed a dividend payment. Payment of dividends is subject to the Directors declaring or otherwise resolving to pay a dividend and there existing no legal impediment to the Company paying the dividend. Dividends are non-cumulative and, therefore, if a dividend is not paid in any period it need not be made up in any subsequent period. The Company is entitled to issue further ordinary shares (and options over shares) that rank equally with the Shares offered under this Prospectus

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SECTION 6 FINANCIAL INFORMATION
6.1 Forecast Earnings

FORECAST STATEMENT OF FINANCIAL PERFORMANCE FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005
Note 3 months ending 30 June 2003 $ 272,134 36,125 236,009 4 13,765 222,244 Year ending 30 June 2004 $ 1,107,376 147,650 959,726 239,768 719,958 Year ending 30 June 2005 $ 1,136,132 150,895 985,237 247,421 737,816
Revenues from ordinary activities Other expenses from ordinary activities Profit from ordinary activities before income tax expense Income tax expense relating to ordinary activities
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Net profit from ordinary activities after income tax expense11
Annualised internal rate of return on investors equity of $8.9 million

9.99% 3 months ending 30 June 2003 $ Profit available to investors Value of imputation credits Overall benefit to investors 5 222,244 222,244 8.07% Year ending 30 June 2004 $ 719,958 193,591 913,549 8.27% Year ending 30 June 2005 $ 737,816 245,508 983,324
Effective rate of return on investors equity of $8.9 million

10.00%* 10.26% 11.05%
The accompanying notes form part of these financial statements (see page 24).
* The return for 2003 has been annualised and is shown as 10.00% to recognise greater earnings in the latter 9 months compared to the initial 3 months.
6.2 Forecast Assumptions

The forecasts provided in this Prospectus have been prepared by Hayes Knight, Chartered Accountants, based on information and instructions received from the Directors of the Company. They represent an estimate of future operations and are based on a number of assumptions (the more material of which are discussed below) and are subject to significant uncertainties and contingencies. The following assumptions have been made in the preparation of the financial information included in this Section 6: The Offer is fully subscribed. If the Offer is not fully subscribed and the number of ordinary shares on issue following the Offer is less than 17,800,000, the rental payable by
Daily Planet Australia Pty Ltd to the Company will be reduced to the amount required to ensure that the projected annualised pre-tax return to holders of ordinary shares is 10.00% for the part year ending 30 June 2003. Cameron Lane Pty Ltd will initially own 26,283,336 fully paid B class shares with a value of $5,750,002. Consideration for these shares will be made up of the land and buildings at 7-12 Horne Street valued at $5,750,000 and $2.00 cash. The Directors of the Company have advised that under a lease arrangement with Daily Planet Australia Pty Ltd the buildings will be fully maintained, including all structural improvements as required from time to time.
No capital allowances are available for the buildings as the premises were constructed prior to 17 July 1985, when capital allowances on buildings first became available. The land and buildings are stated in the accounts at fair value as required by accounting standards. The land and buildings have been professionally valued by Asset Advisory and Valuation Service at $5,750,000. The building component of this valuation is $1,975,000, as advised by the Directors of the Company. The Company will pay the stamp duty on the transfer of the Property. This has been calculated at $316,250 and is added to the cost of the asset.
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The building has been depreciated over 50 years, being the initial lease term. Rent will rise at the lower of CPI or 4%. For the quarter ended September 2002, CPI has been 3.0%, therefore this figure has been used in the forecast. The source for CPI is the Reserve Bank of Australia website tables of consumer price inflation. Rent reviews will take place on 1 April each year. Rental for the first three month period is calculated at 3/12 of the total rental that would be required to give a projected annualised pre-tax return of 10.00% for the part year ending 30 June 2003.
loan at a commercial fixed interest rate of 6.55% per annum over the 5 year term of the loan. Metropolis will use the loan of $3,519,000 to immediately repay the Daily Planet Groups existing debt finance. For the first three month period dividends are payable on 30 June only. For the rest of the forecast period dividends are payable twice yearly in advance, on 31 December and 30 June. The entire profit will be distributed to the holders of ordinary shares. The Company utilises all franking credits available to it. Following the completion of the
The number of ordinary shares on issue throughout the forecast period is 17,800,000. The Company does not exercise its option to acquire the Intellectual Property during the forecast period.
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Expenses are based on estimates provided by the Directors. Expenses with the exception of audit fees are expected to accrue evenly over the period.
Offer, Cameron Lane Pty Ltd is to own 59.6% of the Company in the form of B class shares with no entitlement to a dividend. The income tax rate for companies
Interest and expenses (excluding depreciation) will increase by the rate of CPI. This is taken as 3.0%. The source for CPI is the Reserve Bank of Australia website tables of consumer price inflation. A deposit is held on trust equivalent to the annualised after-tax profit for the first part year of trading. This amounts to $712,838.
remains at 30% for the period covered by the forecast. Metropolis will agree to cover all the expenses of Daily Planet Australia Pty Ltd in relation to the business, including the rental payable under the lease of the Property. Payments to Daily Planet Australia Pty Ltd will be made by way of a management fee. If the Offer is fully subscribed, the
Interest on the term deposit has been taken at 4.75% for the first year (increasing in accordance with CPI thereafter), this being the market rate for call funds as at 31 October 2002. The source is the Reserve Bank of Australia website. The Company will lend $3,519,000 to Metropolis out of the proceeds of the Offer. Interest will be payable on this
listing costs incurred by the Company will be $1,000,000 (excluding GST). The B class shares have a right of conversion into ordinary shares at any time on the election of the holder of the B class shares. For the purposes of these forecasts, it is assumed that Cameron Lane Pty Ltd does not exercise its right to convert any B class shares during the forecast period.
6.3 Forecast Statement of Financial Position

FORECAST STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003, 2004 AND 2005
Notes CURRENT ASSETS Cash assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Cash assets Loans to related parties Land and Buildings TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Current tax liabilities Other Liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained profits TOTAL EQUITY 12 11 13,650,002 13,650,002 13,650,002 13,650,002 13,650,002 13,650,002 9 10 13,765 24,922 38,687 38,687 13,650,002 59,942 24,897 84,839 84,839 13,650,002 61,855 25,644 87,499 87,499 13,650,002 6 7 8 712,838 3,519,000 6,056,375 10,288,213 13,688,689 712,838 3,519,000 6,016,875 10,248,713 13,734,841 712,838 3,519,000 5,977,375 10,209,213 13,737,501 6 3,400,476 3,486,128 3,528,288 2003 $ 2004 $ 2005 $
The accompanying notes form part of these financial statements (see page 24).
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STATEMENT OF CASH FLOWS FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005
Note 3 months ending 30 June 2003 $ Year ending 30 June 2004 $ Year ending 30 June 2005 $
CASH FLOWS FROM OPERATING ACTIVITIES Gross rental receipts Interest received on bank balance Interest received on related party loan Payments to suppliers and employees Income tax paid GST received / (paid) Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Loans made to related parties Stamp duty paid on transfer of Property Net cash provided by / (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Gross Issue costs Dividends paid Net cash provided by (used in) financing activities Net increase in cash held Cash at 1 July Cash at 30 June 6 8,900,000 (1,075,000) (222,244) 7,602,756 4,113,312 2 4,113,314 (719,958) (719,958) 85,652 4,113,314 4,198,966 (737,816) (737,816) 42,160 4,198,966 4,241,126 (3,519,000) (316,250) (3,835,250) 13 182,017 49,040 57,624 (17,875) 75,000 345,806 733,528 210,037 230,495 (118,635) (193,591) (56,224) 805,610 755,533 218,788 230,495 (122,194) (245,508) (57,138) 779,976
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NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act. The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable. Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation, and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
a. Income Tax
The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences. Timing differences, which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future
b. Land and Buildings

Freehold land and buildings are measured on a cost basis, being the amount for which an asset could be exchanged between knowledgeable willing parties in an arms length transaction.
d. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.
asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Buildings Depreciation Rate 2%
c. Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Rental income is received via a management company under a rental agreement.
f. Cash
For the purpose of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts.
e. Depreciation
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the economic entity commencing from the time the
NOTE 2: REVENUE
Operating activities rental interest from term deposits interest from related party loans Total revenue 14 165,470 49,040 57,624 272,134 666,844 210,037 230,495 1,107,376 686,849 218,788 230,495 1,136,132
NOTE 3: PROFIT FROM ORDINARY ACTIVITIES

Expenses Administration ASX listing fees Audit Fees Bank Charges Depreciation Directors and officers insurance Directors fees Share registry fees Total 15 8 6,250 2,125 10,000 300 9,875 1,250 75 6,250 36,125 56,650 8,755 10,300 1,236 39,500 5,150 309 25,750 147,650 58,350 9,018 10,609 1,273 39,500 5,305 318 26,522 150,895
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NOTE 4: INCOME TAX EXPENSE

The prima facie tax payable on profit from ordinary activities before income tax is reconciled to the income tax expense as follows: Note 3 months ending 30 June 2003 $ 70,803 2,962 (60,000) 13,765 240,000 Year ending 30 June 2004 $ 287,918 11,850 (60,000) 239,768 180,000 Year ending 30 June 2005 $ 295,571 11,850 (60,000) 247,421 120,000
Income tax payable on operating profit at 30% Add tax effect of: non-deductible depreciation Less tax effect of: issue costs deductible over five years Income tax expense attributable to profit from ordinary activities before income tax Future income tax benefits not brought to account: issue costs deductible over five years
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NOTE 5: DIVIDENDS
Ordinary shares Unfranked dividend of $0.012 per Share Dividend of $0.040 per Share partly franked Dividend of $0.041 per Share partly franked 11 11 11 222,244 719,958 737,816
NOTE 6: CASH ASSETS

Note Cash at bank Deposits held on Trust 2003 $ 3,400,476 712,838 4,113,314 2004 $ 3,486,128 712,838 4,198,966 2005 $ 3,528,288 712,838 4,241,126
NOTE 7: LOANS TO RELATED PARTIES

Note Loan to Metropolis City Promotions Pty Ltd atf the John Trimble Family Trust 14 3,519,000 3,519,000 3,519,000 2003 $ 2004 $ 2005 $
NOTE 8: LAND AND BUILDINGS

Note Freehold land: freehold land at cost stamp duty on transfer Total freehold land Buildings: buildings at cost Less accumulated depreciation Total buildings Total land and buildings Movements in Carrying Amounts Balance at the beginning of the year Additions at cost Disposals Revaluation increments/ (decrements) Depreciation expense Carrying amount at the end of the year 6,066,250 9,875 6,056,375 6,056,375 39,500 6,016,875 6,016,875 39,500 5,977,375 1,975,000 9,875 1,965,125 6,056,375 1,975,000 49,375 1,925,625 6,016,875 1,975,000 88,875 1,886,125 5,977,375 3,775,000 316,250 4,091,250 3,775,000 316,250 4,091,250 3,775,000 316,250 4,091,250 2003 $ 2004 $ 2005 $
NOTE 9: CURRENT TAX LIABILITIES

Note Income tax 2003 $ 13,725 2004 $ 59,942 2005 $ 61,855
NOTE 10: OTHER LIABILITIES

Note Current GST payable Accruals 14,922 10,000 24,922 14,597 10,300 24,897 15,035 10,609 25,644 2003 $ 2004 $ 2005 $
NOTE 11: CONTRIBUTED EQUITY

Note 17,800,000 fully paid ordinary shares 26,283,336 fully paid B class shares a. Fully Paid Ordinary Shares At beginning of reporting period Issue of 17,800,000 shares at $0.50 each Transaction costs relating to share issues At reporting date 8,900,000 (1,000,000) 7,900,000 7,900,000 7,900,000 7,900,000 7,900,000 11a 11b 2003 $ 7,900,000 5,750,002 13,650,002 2004 $ 7,900,000 5,750,002 13,650,002 2005 $ 7,900,000 5,750,002 13,650,002
Ordinary shares participate in dividends, and in the proceeds on winding up of the Company in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
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b. B Class Shares
Note
2003 $ 2 5,750,000 5,750,002
2004 $ 5,750,002 5,750,002
2005 $ 5,750,002 5,750,002
At beginning of reporting period Issue of 26,283,334 shares At reporting date
B class shares do not participate in dividends, but do participate in the proceeds on winding up of the Company in proportion to the number of shares held. At shareholders meetings each B Class share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. B class shares have the right of conversion into an equivalent number of ordinary shares if the rental payable under the lease of the Property is increased in accordance with the formula set out in Appendix A of the Companys Constitution (refer to Section 11.4).
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NOTE 12: RETAINED PROFITS

Note 3 months ending 30 June 2003 $ 222,244 (222,244) Year ending 30 June 2004 $ 719,958 (719,958) Year ending 30 June 2005 $ 737,816 (737,816)
Retained profits at the beginning of the financial year Net profit attributable to members of the Company Dividends paid Retained profits at the end of the financial year
NOTE 13: CASH FLOW INFORMATION

Reconciliation of Cash Flow from Operations with Profit from Ordinary Activities after Income Tax Profit from ordinary activities after income tax Non-cash flows in profit from ordinary activities Depreciation Changes in assets and liabilities Increase in trade creditors and accruals Movement in income taxes payable GST paid on issue costs Net cash provided by operating activities 24,922 13,765 75,000 345,806 (25) 46,177 805,610 747 1,913 779,976 9,875 39,500 39,500 222,244 719,958 737,816
NOTE 14: RELATED PARTY TRANSACTIONS

The Company receives rental income from Daily Planet Australia Pty Ltd. The rental income is derived from a 50-year lease on the property at 7 12 Horne Street. The rental income is $165,470 (exclusive of GST ) for the first three-month period ending 30 June 2003. Rent reviews will be conducted annually, and the rent will be increased by the lower of CPI or 4%. Daily Planet Australia Pty Ltd has a formal arrangement with Metropolis whereby Daily Planet Australia Pty Ltd undertakes the management of, and pays all expenses for, the Daily Planet gentlemens club including rent, which are then reimbursed by Metropolis. Cameron Lane Pty Ltd, a related entity, acquired 26,283,334 B class shares in the Company under the issues described in Note 11b above. During the period ended 30 June 2003, the Company loaned Metropolis the amount of $3,519,000. The facility provided is an interest only loan repayable in July 2007, and is renewable at the discretion of the Company. Interest is payable monthly on the loan at a commercial fixed interest rate of 6.55% per annum. Refer to Section 11.1.2 for a summary of the terms of the Facility Agreement.
NOTE 15: DIRECTORS REMUNERATION

3 months ending 30 June 2003 $ Income paid or payable to all Directors of the Company $0 $9,999 Mr. John Trimble Mr. Andrew Harris Mr. Shane Maguire 75 3 Year ending 30 June 2004 $ 309 3 Year ending 30 June 2005 $ 318 3
Number of Directors whose income from the entity was within the following band: The names of Directors of the Company who have held office during the financial year are:
NOTE 16: SEGMENT REPORTING

The activities of the Company are entirely undertaken within Australia.
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6.4 Proforma Statement of Financial Position

Note ASSETS Cash at bank Deposits held on Trust Total cash at bank and on hand GST recoverable on float costs Land and buildings - freehold land at cost -stamp duty on transfer of Property - buildings at cost Total land and buildings Loan to Metropolis City Promotions Pty Ltd atf the John Trimble Family Trust TOTAL ASSETS EQUITY Ordinary Shares Issue of 17,800,000 Shares Transaction costs relating to share issues B class shares Issue of 2 shares Issue of 26,283,334 shares TOTAL EQUITY 2a 2 2 2 5,750,000 5,750,000 13,650,000 5,750,002 13,650,002 2b 2d 8,900,000 (1,000,000) 7,900,000 8,900,000 (1,000,000) 7,900,000 2e 2 3,519,000 13,650,000 3,519,000 13,650,002 2a 2c 2a 3,775,000 316,250 1,975,000 6,066,250 3,775,000 316,250 1,975,000 6,066,250 2d 2g 2f 2 2 3,276,912 712,838 3,989,750 75,000 3,276,914 712,838 3,989,752 75,000 Prior to Issue $ Effect of Issue $ After Issue $
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NOTES TO THE PROFORMA STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2002
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are the same as those disclosed in the forecast financial statements. The proforma statement of financial position has been prepared as if all transactions had taken place on 31 October 2002.
NOTE 2: EFFECTS OF ISSUE

a. Land and buildings at 7-12 Horne Street, Elsternwick were transferred by Cameron Lane Pty Ltd, an entity controlled by John Trimble, to the Company in exchange for 26,283,334 B class shares. b. The Company raised $8,900,000 from the issue of 17,800,000 ordinary shares. c. Stamp duty of $316,250 was paid on the transfer of the Property and has been included in the cost of the asset. d. Transaction costs of $1,075,000 (including GST) were paid in relation to the Offer. GST is recoverable by the company. e. The Daily Planet Limited loaned Metropolis the amount of $3,519,000. The facility provided is an interest only loan repayable in July 2007, and is renewable at the discretion of the Directors. Interest is payable monthly on the loan at a commercial fixed interest rate of 6.55% per annum. Refer to Section 11.1.2 for a summary of the terms of the Facility Agreement. f. A deposit is held on trust equivalent to the annualised after-tax profit for the part year ended 30 June 2003. This amounts to $712,838. g. The balance of cash raised of $3,276,912 will be used by the Company in meeting its working capital commitments.

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SECTION 7 INDEPENDENT ACCOUNTANTS REPORT
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SECTION 8 BUILDING CONDITION REPORT
Mr. A Harris Daily Planet Australia Pty Ltd 7-12 Horne Street Elsternwick Vic 3185 Due Diligence Report
26th June, 2002
We have been requested by Daily Planet Australia Pty Ltd to carry out a due diligence examination of Horne Street, Elsternwick. Independence and Consultants We are acting as independent consultants having never previously worked for Daily Planet Australia Pty Ltd or any associated or related person or entity. We engaged consultants to carry out specialist reports in relation to the following areas: Mechanical and Electrical Engineering Structural Engineering
A land surveyor also carried out a re-establishment survey separate to this report McKenzie Group Consulting is an expert group of registered building surveyors and building regulation consultants and we will report on the regulatory aspects of this building. Inspections We have inspected the building on several recent occasions including Tuesday 11th June, Tuesday 19th June and Friday 20th June and report as followsDescription The building is a two storey building which has been constructed over a period of time in several sections. It is constructed in part of brick and timber/cement sheet external linings. The roof is corrugated galvanised steel sheet, external walls of brick or timber framed plasterboard and a timber frame first floor. The total floor area is approximately 1,000 m2 in total. Some storage areas exist in the sub floor space at the rear of the building. Classification We have classified the building as Class V professional suites General The buildings is in generally good condition externally and in excellent condition internally.
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Mechanical services, electrical services and hydraulic service. The report from the mechanical and electrical engineer dated 13th June, 2002 indicated a series of matters that required attention at that time. An inspection on Tuesday 25th June revealed that all these issues had been satisfactorily addressed. The initial and re-inspection reports of the mechanical and electrical engineer form attachment A to our full report. Structural A structural engineer has inspected the building and reported that the building structure and fabric is sound and suitable for purpose. A copy of this report forms attachment B to our full report. Survey A land surveyor carried out a re-installment survey which indicated that the building exists within the title boundaries and also determined the actual floor areas of the building. This information is available for inspection. Building Code of Australia The building is generally in compliance with the Building Code of Australia for the intended purpose. The building was constructed prior to the advent of the Building Code of Australia and complied with the regulations in force at that time. Any areas of deviation from present regulations are of a minor nature only and will not impact on the continued use of the building for its existing purpose. Both the buildings and its occupants are adequately provided for in terms of safety and amenity. Maintenance A system of six monthly inspections will be carried out by McKenzie Group Consulting to identify maintenance issues and any work identified as necessary requiring repair or maintenance will be referred to the directors for action. A contract exists to cover this. Conclusion The building at 7-12 Horne Street, Elsternwick occupied by the Daily Planet is fit for the purpose it is being used for and continued occupation of the building does not pose any adverse risk due to non compliance with building regulation issues.
Duncan McKenzie McKenzie Group Consulting Level 9, 410 Collins Street Melbourne, 3000 26th June, 2002

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SECTION 9 SUMMARY OF PROPERTY VALUATION
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SECTION 10 THE TENANT AND ITS HISTORY
10.1 The Evolution of the Daily Planet

A call from out of the blue...
In late 1974, Sydney businessman John Trimble was preparing to transfer from the Army Reserve into the SAS selection course in Western Australia when he received a call from two former work colleagues. The Melbourne business that John had been called in to rescue was an ailing massage parlour known as Le Chateau. Business improved with Johns assistance, but by 1975 the owners had run out of money.
the office sign reading Editor, Lois Lane being the working name of all the receptionists, and a telephone box in the lobby standing ready for a quick change by Clark Kent. Business remained fairly slow until one day a long haired man in scruffy denims knocked on the door and told John he was a photographer for Playboy. John had his doubts, but when the July 1979 edition of Playboy hit the stands, with an article featuring the Daily Planet by wellknown Melbourne writer and photographer Rennie Ellis, business took off like Superman. Over the years, Johns amazing aptitude for publicity has raised the Daily Planet to icon status. Stunts such as building a lifesize replica of Superman flying out of the Daily Planet sign worked to build media and public awareness of the Daily Planet brand. Linking the racy nature of one business to another, John purchased a racehorse and named it the Daily Planet, causing a media frenzy. Johns offer for the Daily Planet to sponsor the then Fitzroy Football Club was, after much debate, refused. However, the ensuing publicity once more saw John and the business featured in all media, making the Daily Planet a household name.
Into the future...

Now, in 2002, the Daily Planet is moving into the 21st Century with refurbished luxury premises and state-of-the-art technology systems. However, some things havent changed the Daily Planet is proud to maintain its high standards of hygiene, safety, customer service and customer satisfaction. The Daily Planet has now positioned itself as a truly unique Australian business. Prospects for future expansion into like businesses pave the way for the next exciting phase in the evolution of the Daily Planet.
Out of crisis comes opportunity and sensing his opportunity, John agreed to buy the business outright for the princely sum of $20,000.
In 1991, the Daily Planet received a Victorian Tourism Award, further enhancing its status. Throughout the 90s the Daily Planet has maintained a high profile with its professionally run V8 Supercar team. With an enviable reputation as Victorias biggest and best, the Daily Planet has become the benchmark against which all other licensed brothels are measured.
10.2 Frequently Asked Questions

Q So, what really happens inside the Daily Planet? A Guests enter the secure reception area at the front of the building, where the receptionist, Lois Lane, greets them. Lois arranges for a hostess to take first-time guests on a tour of the Lounge, Sports Bar, Planet Bar and other facilities. If the guest decides to stay for a while, a room can be booked
The Daily Planet opens for business

John immediately closed down Le Chateau, refurbished the premises and changed the name to the Daily Planet. The emphasis of the business shifted to fun and fantasy, with in jokes such as
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at reception in the same way you would book a hotel room. The guest is then free to partake in the free facilities within the Daily Planet, including pool and arcade games, drinks, dancing and lively conversation with numerous ladies in a relaxed social environment. Once the guest has met a lady of their liking, they simply hand over the card received from reception and adjourn to the room. All transactions between guests and the ladies working at the Daily Planet are completely private and discreet.
Q What are the hours of operation of the Daily Planet and what are the peak times? A The Daily Planet is generally open 7 days a week, 24 hours a day, however during the winter period opening may be delayed until 10am or 12noon. The busiest times are from 10pm to 4am on most nights. Peak periods include the Grand Prix (several international racing teams visit each year), and from the AFL Grand Final weekend and Spring Racing Carnival right through to Christmas and New Years Eve. Q What services are offered at the Daily Planet and what do they cost? A The services offered vary a full service list is available at the website www.dailyplanet.com.au. Most people are not aware that anybody over 18 years of age can book a room at the Daily Planet. Couples and groups are welcome to share a private night of fantasy in any one of the eighteen magnificently appointed rooms that the Daily Planet has to offer.
Q How many staff are employed by the Daily Planet and what do they do? A There is a staff of approximately 30 non-sex workers, including receptionists, hostesses, bar staff, security, towel staff, cleaners and maintenance. Approximately 100 to 150 independent sex workers also operate from the Daily Planet premises. Q How hygienic is the Daily Planet and what measures are taken to ensure a high standard of health and hygiene?
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Q How many rooms are available and what are they like? A In all, 18 private rooms or suites are available at the Daily Planet. Each room is stunningly appointed and offers a variety of facilities, including two- or four-person showers, 8-seat spas and beds large enough to accommodate a small group. All rooms are named and themed. As most brothels are limited by law to 6 rooms, the Daily Planet has a distinct market advantage.
The Daily Planet simply provides a secure hotel-like environment, and is not involved in any transaction other than booking rooms and providing use of the facilities. All prices for personal or sexual services are directly negotiated between the guest and the lady of their choice. The Daily Planet prides itself on the fact that its income has always been derived solely from the rental of its rooms to the guests, and it has never shared in the income of its sex workers.
A The Daily Planet proudly maintains a hygiene level equivalent to that of a five-star hotel. All towels and sheets are washed after each guests visit. The high-tech washing machines inject a highly potent anti-bacterial disinfectant during the hightemperature wash cycle to ensure cleanliness. The dishwasher on site operates in a similar way to ensure that all crockery and cutlery is completely hygienic. Rooms are progressively cleaned and sanitised throughout each day.
All spas are monitored daily and are thoroughly checked on a regular basis by an Environmental Health Officer from the local council to ensure that they comply with all relevant health regulations. Q How does the Daily Planet manage the risk of infection of STDs and other diseases? A All sex workers are required by law to use condoms and/or dental dams during any sexual activity and the Daily Planet does not tolerate requests by guests for unprotected sexual services. The ladies who operate from the Daily Planet are required to have complete health checks for STDs, HIV and Hepatitis on a monthly basis. Throughout the entire history of the Daily Planet, the Directors are not aware of any reported incident of infection STD or otherwise. Q How many ladies operate from the Daily Planet and what is their average age? A Seasonally, there are between 100 and 150 ladies working on a rotational roster (no males). Their average age is 25 years.
Q How many shifts does a Daily Planet lady do in a week, on average? A Approximately three to four eight hour shifts. Q Are all bookings sexual? What other activities do guests request? A Some bookings are purely for companionship. The Daily Planet ladies often build up strong rapport with guests and not every visit is based on sex alone. Sometimes guests simply want female company and may wish to have a spa, to talk about their day or week, or watch TV in one of the rooms.
Q How does the Daily Planet recruit their staff and their sex workers? A The Daily Planet does not actively recruit staff and is prohibited by law from advertising for staff. Given the reputation and high standards of the Daily Planet, prospective staff approach management as a result of word-of-mouth recommendations. They then undergo an interview process in order to appear on the Daily Planet roster. Intensive training ensures that the standards of all services offered by the Daily Planet remain of the highest quality. Q What type of person works at the
Q In general, how are the ladies treated by guests? A All Daily Planet guests treat the ladies with respect. If they do not, they are asked to leave the premises. Most of the Daily Planet ladies find their job empowering and many receive positive attention, compliments, gifts and friendship from their personal clients and other Daily Planet guests. Many of the Daily Planet ladies also comment that their job enables them to enjoy the freedom of financial independence . Q Who is a typical Daily Planet guest? A Guests range from single men to couples, aged 18 to 80 and of all cultural and social backgrounds. As one of the few establishments offering wheelchair access, the Daily Planet is proud to be able to provide services to people with disabilities.
Daily Planet? A To work at the Daily Planet ladies dont have to be a model or Playboy pin-up. The Daily Planet is proud to offer ladies of varying ages, heights and shapes who also represent the cultural diversity of the wider community. All Daily Planet staff are friendly, approachable and sociable. Whilst they are physically attractive, they are, first and foremost, great listeners.
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Q What is the moral standpoint of the Daily Planet and its management on the role of prostitution in society?
10.3 Cash Flow and Management Structure

The business of the Daily Planet is conducted by John Trimble as licensee. Metropolis is the entity which owns a number of the major assets of the business and is primarily entitled to receive all income generated by the business. The business is operated through Daily Planet Australia Pty Ltd under a management arrangement with Metropolis. Daily Planet Australia Pty Ltd enters into all contracts with third parties concerning the business, including as tenant under the lease of the Property, and invoices Metropolis on a monthly basis for all expenses incurred under those contracts. John Trimble is
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A The Daily Planet believes that prostitution should be legal, strictly policed and properly managed. Many people are not aware that when the Prostitution Control Act was passed in Victoria in 1994, the Vice Squad of the Victorian Police was disbanded. Policing prostitution activities in brothels is now a function of local councils, and many councils are unwilling or financially unable to force the closure of illegal brothels. The Daily Planet is a high quality establishment designed to provide a safe and secure environment in which sex workers can operate. The management of the Daily Planet does not regard prostitution as immoral, but simply the oldest known profession that has been, and always will be, a part of life.
the sole director and shareholder of both Metropolis and Daily Planet Australia Pty Ltd and is a beneficiary under the John Trimble Family Trust. Andrew Harris, a Director of the Company, has applied to the Business Licensing Authority for a prostitution service providers licence and, subject to the success of that application, Daily Planet Australia Pty Ltd will in turn outsource the day-to-day management of the business to Nascon Australia Pty Ltd, for which the latter will receive a management fee. Andrew Harris is the sole director and shareholder of Nascon Australia Pty Ltd. Refer to Section 11.1.2 for a summary of the deed entered into between the Company and the Daily Planet Group dated 27 November 2002

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SECTION 11 ADDITIONAL INFORMATION
11.1 Material Contracts 11.1.1 Lease to Daily Planet Australia Pty Ltd
On 27 November 2002, the Company leased the Property to Daily Planet Australia Pty Ltd, a company 100% owned by John Trimble. The initial term is 50 years, plus 5 options for further terms of 10 years each. The lease is conditional on the Company becoming the registered proprietor of the Property. Refer to Section 1.3 for details of the basis on which the Offer will proceed. Subject to the Offer being fully subscribed, the commencing annual rental payable by Daily Planet Australia Pty Ltd will be $661,880, subject to annual CPI reviews capped at 4%. The lease contains a standard ratchet clause to ensure the rental does not decrease at any stage during either the initial or further terms. The exact commencing rental will not be known until the Offer is completed and the number of ordinary shares determined. The commencing rental will be set at the level required to ensure that holders of ordinary shares in the Company will receive a projected annualised return of 10.00% p.a. for the part year ending 30 June 2003. For example, if the Minimum Subscription Amount is raised, the commencing rental will be approximately $493,948. The lease is on extremely favourable terms to the Company, with Daily Planet Australia Pty Ltd responsible for all outgoings, improvements, structural repairs and capital works on the Property. These arrangements will ensure that the Companys overheads are minimised. Upon completion, any such structural repairs or capital works
become the property of the Company. In the event the Property (including the building) is damaged or destroyed the Company may compel the tenant to carry out reinstatement works. During any period that the tenant cannot use or gain access to the Property, the rental payable will be reduced by a reasonable amount taking into account: (a) the type and extent of the damage or destruction; and (b)the extent to which the Company is indemnified under an insurance policy taken out in accordance with the terms of the lease. The rental reduction provision does not apply where: (a) the tenant is fully indemnified in relation to such damage or destruction under an insurance policy taken out in accordance with the terms of the lease; (b)the damage or destruction was caused by, contributed to, or arises from any wilful act of the tenant or the tenants employees; (c) an insurer under any policy effected in accordance with the terms of the lease refuses indemnity or reduces the sum payable under the policy because of any act or default of the tenant or the tenants employees; or (d)the tenant fails to comply with its obligation to maintain insurance in accordance with the terms of the lease. In accordance with the terms of the lease, Daily Planet Australia Pty Ltd, at its own expense, has obtained insurance cover against public liability up to the value of $10,000,000, property damage up to the value of $5,000,000, and rental
protection up to the value of $1,750,000 (in any one year). The Company is named as the insured or co-insured in each of these policies.
11.1.2 Deed between the Company and the Daily Planet Group
On 27 November 2002, the Company and the Daily Planet Group entered into a deed covering a number of key issues affecting their relationship.
Structuring Issues
Subject to the Offer proceeding and as soon as practicable after the Closing Date, the following events will take place: (1) The Company will loan to Metropolis the amount of $3,519,000 pursuant to the terms of the Facility Agreement; (2) Metropolis will use the loan amount to fully discharge the security held by the Daily Planet Groups bankers over the assets of the Daily Planet Group, including the current mortgage over the Property; (3) The Daily Planet Group will grant to the Company security for the loan specified in the Facility Agreement. (4) Cameron Lane Pty Ltd will transfer all legal and beneficial title to the Property (free of encumbrances) to the Company and will deliver to the Company: a duly executed transfer of land indicating the Company as the transferee of the Property; a duly executed discharge of Registered Mortgage No. N177882U; duplicate Certificate of Title Volume 9709 Folio 911; and
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any other documents necessary to enable the Company to become registered proprietor of the Property; and (5) in consideration for the transfer of the Property, the Company will issue to Cameron Lane Pty Ltd 26,283,334 B class shares in the capital of the Company.
the loan from the Company to Metropolis, the Company may maintain the charge as security for the performance of John Trimbles and Metropolis obligations under the deed. The charge may be released if those assets are transferred to Daily Planet Australia Pty Ltd, or Metropolis guarantees the obligations of Daily Planet Australia Pty Ltd in a form satisfactory to the Company.
2005 and is exercisable on payment of an amount to be agreed between the Company and the Daily Planet Group or, failing agreement, the amount determined by an expert nominated by the Company. The Company will be solely responsible for the experts fees and expenses. If the ASX Listing Rules operate to prevent the purchase price being paid in cash, the Company must issue to a nominated member of the Daily Planet Group the number of ordinary shares in the Company equal to the value of the purchase price based on the market value of the ordinary shares as at the settlement date.
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Operation of the Business

Metropolis (in its own capacity and as trustee for the John Trimble Family Trust) and John Trimble (both in his capacity as a director of Metropolis and on his own behalf ) have jointly undertaken to the Company to ensure that the expenses and liabilities of the Daily Planet and Daily Planet Australia Pty Ltd (including the rental payable under the lease of the Property) are met as and when they fall due. The obligations of Metropolis and John Trimble under the deed are limited to applying the income generated by the operation of the Daily Planet towards such expenses and liabilities and do not constitute a general guarantee of the solvency of Daily Planet Australia Pty Ltd. The income generated by the Daily Planet will be applied by Metropolis towards the Daily Planets business expenses and liabilities prior to being applied to any other activities undertaken by Metropolis or otherwise distributed. Payments will be made to Daily Planet Australia Pty Ltd on a monthly basis or as required. The terms of the deed also provide for a registrable charge in favour of the Company over those assets of Metropolis required for the operations of the Daily Planet. Following repayment of
Intellectual Property
The Daily Planet Group has agreed to grant to the Company a royalty-free, non-exclusive, non-transferable, perpetual licence to use certain items of Intellectual Property in relation to the business operations of the Company to be conducted immediately following the transfer of the Property, and expressly excludes the use of those items of Intellectual Property in relation to: merchandising; sub-licensing; and a business (wherever located) which is the same or substantially similar to the business of the Daily Planet or a table-top dancing establishment. The Daily Planet Group also grants to the Company an option to purchase all legal and beneficial title to the Intellectual Property. If the Company exercises this option, its title to all the Intellectual Property will be subject to a royalty-free, non-exclusive, nontransferable, perpetual licence to the Daily Planet Group to enable the Daily Planet Group to continue to use the Intellectual Property within Victoria in relation to the operations of its business existing as at the date of the deed. The option expires at 5pm on 31 December
Facility Agreement
The Company has agreed to loan Metropolis the amount of $3,519,000 pursuant to the terms of the Facility Agreement (the terms of which form an annexure to the deed dated 27 November 2002). These funds will be used to repay the Daily Planet Group's current debt facility and discharge the security held by the group's bankers over the assets of the group, including the mortgage over the Property. The facility provided under the Facility Agreement is an interest only loan repayable in July 2007. Interest on the loan is payable monthly in arrears at a commercial fixed interest rate of 6.55% per annum. If any event of default occurs (such as the failure to make repayments when due) the interest rate increases to 9.05% per annum. The Company will take a number of forms of security over the assets of the Daily Planet Group, including a fixed and floating charge over the assets of Metropolis, mortgages over real property
and unlimited guarantees and indemnities from each member of the Daily Planet Group. Metropolis must bear all costs incurred by the Company in obtaining such security. Prior to the execution of the Facility Agreement, the Company may, at its own cost, undertake valuations of the secured assets. If in the Company's reasonable opinion the value of such assets is insufficient to adequately secure the loan, the Company may, at any time prior to the loan being made, terminate the deed dated 27 November 2002 and, in turn, its obligation to make the loan to Metropolis. If this occurs the Offer will not proceed. As at the date of this Prospectus, the Directors of the Company are satisfied that the Daily Planet Group has sufficient assets to adequately secure the loan to Metropolis. The Directors have valued the assets of the Daily Planet Group at $8,700,000. This provides a lending ratio (being the amount of the facility as a percentage of the value of the secured assets) of 40%. The assets are classified as follows: Land and Buildings Goodwill Other assets Total $1,800,000 $5,050,000 $1,850,000 $8,700,000
CGT asset. As such, any capital gain made by the Company on a subsequent disposal of the Property would be subject to CGT. For these reasons, the Directors believe it is preferable to structure the repayment of the current debt facility via a loan to Metropolis.
11.2 Documents Available for Inspection

A copy of the following documents will be made available for inspection during business hours free of charge at the offices of the Company until the Closing Date: Constitution of the Company; Building Condition Report prepared in relation to the Property; Valuation of the Property; Certificates of insurance in relation to the Property and the business of the Daily Planet; and All material contracts referred to in Section 11.1 above.
11.1.3 Service Agreements

According to the terms of the Directors respective service agreements with the Company, each Director is entitled to be paid remuneration of $100 per annum or, subject to regulatory requirements, an amount otherwise agreed between the relevant parties. The respective service agreements contain an express provision allowing for an increase in remuneration if the activities of the Company significantly expand and/or diversify in the future. The Company has agreed to provide access to board papers to each Director while they remain officers of the Company and for a period of seven years from when they cease to be officers. The Company has also agreed to indemnify, to the extent permitted by the Corporations Act, each Director in respect of certain liabilities which the Director may incur as a result of, or by reason of, being or acting as an officer of the Company. The Company has also agreed to maintain in favour of each Director a directors and officers policy of insurance for the period that they are an officer of the Company and for a period of seven years after they cease to be an officer.
11.3 Rights Attaching to the Shares

The Shares rank equally with the Companys existing ordinary shares. The rights attaching to the Shares are set out in the Constitution. Rights also arise from the Corporations Act, the ASX Listing Rules and the general law. The Constitution was amended on 27 November 2002 to comply with the ASX Listing Rules. A copy of the Constitution is available for inspection at the Companys registered office during normal business hours. The following is a summary of the rights attaching to the existing ordinary shares (including the Shares) under the Constitution:
The repayment of the Daily Planet Group's current debt facility out of the loan proceeds will enable the Company to acquire the Property unencumbered and will also enable the Company to take first ranking security over the assets of the Daily Planet Group. Alternatively, if the Company had assumed the Daily Planet Group's liability under the current debt facility Capital Gains Tax (CGT) rollover relief would cease to be available and the Property would lose its status as a pre-
Voting and Meetings

Each shareholder is entitled to receive notice of, attend and vote (in person or by proxy or attorney) at general meetings of the Company and to receive all notices,
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financial records and other documents required to be provided to shareholders under the Constitution, the Corporations Act or the ASX Listing Rules. Subject to any restriction on voting imposed by the ASX Listing Rules, any escrow agreement entered into between the Company and a shareholder, the provisions of the Constitution, or any rights or restrictions attaching to any class of shares, every shareholder present at a general meeting (in person or by proxy or attorney) has on a show of hands, one vote, and on a poll, one vote for each fully paid share held.
Transfer of Shares
A shareholder may transfer shares by a proper transfer effected in accordance with any computerised or electronic system established or recognised by the ASX or the Corporations Act for the purpose of facilitating transfers of shares, or by an instrument in writing in a form approved by ASX, or in any form approved by the Directors. The Directors may refuse to register a transfer of shares where the refusal to register the transfer is permitted under the Constitution or the ASX Listing Rules.
Remuneration of Directors
The non-executive directors of the Company are paid such remuneration as is determined by the Company in general meeting from time to time. The Company determines the total remuneration to be paid to the non-executive directors, and the Directors determine how the total remuneration is divided among them. The remuneration of executive directors (including the managing director) is fixed by the Directors from time to time.
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Forfeiture
If the Directors are reasonably satisfied that a member is in breach of section 75 of the Prostitution Control Act (refer to Section 1.10 above), the shares held by that member may be forfeited.
Issue of Shares Dividend Entitlement

Dividends are payable out of the profits of the Company and are declared by the Directors. Where the Directors declare a dividend, all shareholders are entitled to receive a percentage of the dividend in proportion to their respective shareholding, subject to the rights of shareholders who have special or preferential rights as to dividends, such as B class shareholders who have no right to dividends. Refer to Section 11.4 below for details of the rights attaching to B class shares. Subject to the restrictions on the issue of shares imposed by the Constitution, the Corporations Act and the ASX Listing Rules, the Directors may issue, grant options in respect of, or otherwise dispose of further shares as they see fit.
Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of the shareholders present in person or by proxy, attorney or representative, and voting at a general meeting of the Company. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.
Shareholder Liability
The Shares offered under this Prospectus are fully paid shares. Therefore, the Shares will not be subject to any calls for extra payment and will not become liable for forfeiture for non-payment.
Company Records
The Directors must cause the Company to keep written financial records in relation to the business of the Company and cause such records to be audited in accordance with the Corporations Act. Directors have the right to access such records during their term of appointment and, in certain circumstances, after their retirement or removal.
Winding-Up
If the Company is wound up, each shareholder has the right to participate in the distribution of any surplus assets or profits of the Company in proportion to the number of shares held, irrespective of the amount paid or credited as paid on the shares, subject to the powers of the liquidator and shareholders (if any) with special or preferential rights.
ASX Listing Rules

On admission to the official list of the ASX and notwithstanding anything in the Constitution, if the ASX Listing Rules prohibit an act being done, the act must not be done. If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be) and, if a provision is required in the Constitution by the ASX Listing Rules, the Constitution will be treated as containing that provision. If any
provision of the Constitution becomes inconsistent with the ASX Listing Rules, the Constitution will be treated as not containing that provision to the extent of the inconsistency.
Conversion
The holder of the B class shares has the right, at any time prior to the Maturity Date, to require the Company to convert all or any number of the B class shares held by the holder as at the relevant conversion date into an equivalent number of ordinary shares if the rental payable to the Company under the lease of the Property is increased in accordance with the following formula: AxB=C where: A= 1.477 x D E B =The number of B class shares to be converted C =The amount (in dollars) by which the annual rental must be increased D =If no B class shares have been converted, the amount (in dollars) of rental payable annually under the lease of the Property as at the relevant conversion date; or If B class shares have been converted, the amount (in dollars) of rental that would have been payable annually as at the relevant conversion date if no B class shares had been converted E =The number of B class shares on issue as at the commencement of trading (26,283,336) adjusted to take into account any new issue of securities, reconstruction or return of capital By way of example, if 1,000,000 B class shares were converted into ordinary shares on the day following the issue of Shares to investors, the annual rental payable under the lease of the Property
would be increased by $37,194.50 (assuming the Offer is fully subscribed).
Ranking
The ordinary shares arising upon conversion of the B class shares will, from conversion, rank pari passu in all respects with all other ordinary shares in the capital of the Company then on issue.
11.4 Rights Attaching to B Class Shares

Term
Unless cancelled or converted earlier in accordance with the terms and conditions set out in this Section 11.4, the B class shares will be cancelled, for no consideration, on the Maturity Date (being the 5th anniversary of the official quotation of the ordinary shares on ASX). The Company must use its best endeavours to ensure that the cancellation procedure (involving a selective reduction in share capital in accordance with section 256C of the Corporations Act) is undertaken in an effective and timely manner. The Company must also take all necessary actions to ensure that all B class shares on issue and which have not been converted into ordinary shares or cancelled as at the Maturity Date, are cancelled on the Maturity Date. Notwithstanding the above, if all or some of the B class shares have not been, or are not able to be, cancelled with effect from the Maturity Date, all such B class shares will be automatically converted into ordinary shares in accordane with the conversion formula.
Right to Dividends
The B class shares have no right to dividends. B class shares converted into ordinary shares will rank pari passu with ordinary shares then on issue in all respects (including in respect of dividends), save that they will rank for purposes of interim or final dividends payable out of distributable income or revenue reserves only in respect of the time during the dividend calculation period during which they were ordinary shares and not during the whole of the dividend calculation period.
Participation in New Issues

The holder of the B class shares has the right (prior to conversion of the B class shares into ordinary shares) to participate in offers to holders of ordinary shares to subscribe for new securities of the Company, or to participate in any bonus issue, as if the number of B class shares held were an equivalent number of ordinary shares.
Reconstructions
If the ordinary shares are reconstructed, consolidated or divided (other than by way of a bonus issue) into a lesser or greater number of securities, then the B class shares must be reconstructed, consolidated or divided by the Directors on the same basis.
Voting
The holder of the B class shares has the right to attend and vote at meetings of the Company and on a show of hands to 1 vote and on a poll to 1 vote for each B class share held.
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Return of Capital
If the Company undertakes a return of capital to holders of ordinary shares (other than by way of a share buy-back), the holder of the B class shares has the right (prior to conversion of the B class shares into ordinary shares) to participate in the return of capital as if the number of B class shares held were an equivalent number of ordinary shares.
to the same extent as the holders of ordinary shares in proportion to the number of B class shares held, irrespective of the amount paid or credited as paid on the B class shares.
permitted by the ASX Listing Rules to do so, that the B class shares converted into ordinary shares are quoted as soon as practicable after conversion.
Variation of Class Rights Early Cancellation

The Company may cancel all or any number of the B class shares then on issue in accordance with the cancellation procedure if any of the following events occur: To the extent that any action provided for in this Section 11.4 constitutes a variation of the rights attaching to either ordinary shares or B class shares, these provisions will operate to the exclusion of the procedures set out of the Constitution.
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Share Buy-Back
If the Company undertakes a buy-back of ordinary shares (whether on or off market), the holder of the B class shares has the right (prior to conversion of the B class shares into ordinary shares) to participate in the share buy-back as if the number of B class shares held were an equivalent number of ordinary shares.
(a) Daily Planet Australia Pty Ltd, for whatever reason, ceases to be the tenant of the Property and is not replaced by an entity controlled (as that term is defined in the Corporations Act) by John Trimble; (b) John Trimble ceases to control, whether directly or indirectly, Daily Planet Australia Pty Ltd; (c) the expiry, termination or surrender of the lease of the Property entered into by the Company and Daily Planet Australia Pty Ltd dated 27 November 2002; (d) an insolvency event occurs in respect of John Trimble; or (e) an insolvency event occurs in respect of Daily Planet Australia Pty Ltd or, if another entity controlled by John Trimble replaces Daily Planet Australia Pty Ltd as tenant under the lease, that entity.
11.5 Executive Option Plan

The Company adopted an executive option plan on 27 November 2002 (Plan). The Plan is to assist in the attraction and retention of executives and other employees, to provide incentives that enable eligible executives and employees to share in the success of the Company, and to align the financial interests of eligible executives and employees with those of the shareholders. The Plan permits the Company, at the discretion of the Board, to grant options over ordinary shares in the capital of the Company. Those eligible to participate in the Plan include any person (including a director) who is in the full-time or parttime employment of the Company or an associated company or who holds salaried employment or office in relation to the Company or an associated company. The Board has the discretion to determine which employees, executives and directors are entitled to participate in the Plan, the number of options to be granted, the exercise price (if any), the exercise date and any conditions applying to the options. Performance hurdles and conditions relating to the options may be used by the Board to reflect both the individuals and
Takeover Offers and Schemes of Arrangement

If a takeover offer is made for ordinary shares, acceptance of which is recommended by the Company, or the Company recommends a scheme of arrangement in respect of the ordinary shares which will result in a person who did not previously have such interest acquiring a relevant interest in more than 50% of the Companys shares (both ordinary and B class), then the holder of the B class shares will have the right to participate in the takeover offer or scheme in respect of those B class shares converted into ordinary shares during the takeover or scheme period.
Transfer of B Class Shares

The holder of the B class shares has no right to transfer the B class shares unless and until such shares are converted into ordinary shares.
Participation in Winding Up
On the winding up of the Company, the holder of the B class shares has the right to participate in the division of any surplus assets or profits of the Company
Quotation
The Company, at its own cost, must use its best endeavours to procure, if
Companys performance targets. If these targets are not met, or the participant ceases employment with the Company or dies, the options granted may lapse either in whole or in part. No voting entitlement attaches to the options. The Board also has the discretion to determine that options granted under the Plan to a participant have lapsed where in the opinion of the Board the participant has acted fraudulently, dishonestly or has breached their duties to the Company or an associated company. In accordance with the terms of the Plan, the total number of unexercised options on issue at any time under the Plan must not exceed 15% of the total number of ordinary shares on issue at that time. As at the date of this Prospectus, no options have been issued or granted under the Plan and the Directors current intention is not to issue any options during the life of this Prospectus or during the 2002/2003 financial year.
the number of Shares allotted to that shareholder. The holding statement will also inform shareholders of their Shareholder Reference Number. Shareholders who are CHESS participants will receive an explanation of sale and purchase procedures under CHESS with their holding statement. If a shareholding changes during a month, the shareholder will receive a statement at the end of that month. Shareholders may also request statements at any other time, although the Company may charge an administration fee in this case. Shareholders who wish to receive a commemorative parchment share certificate may do so by marking the appropriate box on the Application Form. Such share certificates will be provided solely for the purpose of commemorating the Companys initial public offering and will have no legal effect. Shareholder entitlements will be determined by reference to the holding statements.
11.8 Directors Interests and Remuneration

As at the date of this Prospectus, the Company is 100% owned by Cameron Lane Pty Ltd (ACN 006 204 084) as trustee for the Cameron Lane Unit Trust. John Trimble is the sole director and sole beneficial shareholder of Cameron Lane Pty Ltd, and an ultimate beneficiary of the Cameron Lane Unit Trust. Other than as set out in this Prospectus, no Director of the Company, proposed Director of the Company, nor firm in which a Director is a partner, holds at the time of lodgement of this Prospectus with ASIC, or has held in the two years before lodgement of this Prospectus with ASIC, an interest in: (a) the formation or promotion of the Company; (b)the Offer; (c) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer. Other than as set out in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give in the two years before lodgement of this Prospectus with ASIC any benefit, to any Director or proposed Director: (a) to induce them to become, or qualify them as, a Director; or (b)for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or with the Offer. Subject to the provisions of the Constitution, the Corporations Act and, if applicable, the ASX Listing Rules, the Directors will be paid such
11.7 Litigation
John Trimble and Daily Planet Australia Pty Ltd have issued proceedings against Patrick D Lowry and Lowry Real Estate Pty Ltd. Mr Lowry and his company were formerly engaged as managers of the Daily Planet on behalf of John Trimble. It is alleged in the proceedings that the defendants failed to exercise all due care and diligence in carrying out the terms of their management obligations and, as a consequence, John Trimble and Daily Planet Australia Pty Ltd suffered substantial loss. The claim is for unspecified damages which are estimated to be in the vicinity of $2 million. Adams Maguire Sier, Barristers and Solicitors, have provided advice to John Trimble and Daily Planet Australia Pty Ltd indicating that the claim has merit.
11.6 Holding Statements and Share Certificates

The Company will participate in the Clearing House Electronic Sub-register System (CHESS). All ASX trading in the Shares after listing will be settled through CHESS. Computershare Investor Services Pty Limited will operate an electronic Company-sponsored subregister. The CHESS sub-register will be operated by ASX Settlement and Transfer Corporation Pty Ltd. Both these subregisters will constitute the Companys principal share register. Following the close of the Offer, the Company will provide each shareholder with a holding statement that sets out
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remuneration as is determined by either the Board of Directors or the Company in general meeting (as appropriate) from time to time.
preparation or distribution of this Prospectus; and (b)no promoter of the Company, holds at the date of this Prospectus,
Independent Accountants Report set out in Section 7 of this Prospectus in connection with the Offer. As at the date of this Prospectus, no audit services have been provided by Alexander & Spencer to the Company. McKenzie Group Consulting Pty Ltd (ACN 092 469 344) is entitled to be paid approximately $17,500 in fees and disbursements for building inspection services rendered to the Company up to the date of this Prospectus in connection with the Offer. Aeropur Pty Ltd (ACN 084 773 393) (trading as Asset Advisory & Valuation Service) is entitled to be paid approximately $3,500 in fees and disbursements for valuation services rendered to the Company up to the date of this Prospectus in connection with the Offer.
For the financial year ended 30 June 2003, the Directors will be paid the nominal remuneration of $75 divided equally. The Directors current intention is not to seek to increase their remuneration during the 2002/2003 financial year. Remuneration may be increased after this time having regard to the scale and complexity of the Companys operations and shareholder returns.
or has held in the two years before that date, an interest in: (c) the formation or promotion of the Company; (d)the Offer; or (e) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer, nor has anyone paid, or agreed to pay, or given, or agreed to give, any benefit to such persons in connection with the formation or promotion of the Company or with the Offer. Cameron Stockbrokers Limited (ABN 38 090 492 012) is entitled to be paid commission of $445,000, being 5% of the funds to be raised under the Offer (plus out-of-pocket expenses capped at $5,000), for its services as sponsoring broker to the Offer. Adams Maguire Sier is entitled to be paid approximately $200,000 in fees and disbursements for legal services rendered to the Company up to the date of this Prospectus in connection with the formation of the Company and the Offer. Hayes Knight is entitled to be paid approximately $50,000 in fees and disbursements for accounting services rendered to the Company up to the date of this Prospectus in connection with the Offer. Alexander & Spencer Group Pty Ltd (ACN 052 362 348)is entitled to be paid approximately $35,000 in fees and disbursements for preparing the
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11.9 Restricted Securities

As a condition of granting quotation of the Companys ordinary shares, the ASX may classify some or all of the shares held by Cameron Lane Pty Ltd (as trustee for the Cameron Lane Unit Trust) as restricted securities. In such case, Cameron Lane Pty Ltd may not, without the consent of ASX, dispose of or agree to dispose of those shares, or create or offer to create any security interest in those shares, or to do or omit to do anything which would have the effect of transferring effective ownership or control of the shares for a specified period. No application will be made for quotation of the B class shares held by Cameron Lane Pty Ltd.
11.11 Consents
Each of the parties referred to in this Section 11.11: (a) has not authorised or caused the issue of this Prospectus; (b)does not make, or purport to make, any statement in this Prospectus other than as specified in this Section 11.11; (c) has not made any statement on which a statement in this Prospectus is based, other than as specified in this Section 11.11; (d)to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes not representation regarding, and takes no responsibility for, any part of this Prospectus other than the reference to its name and the statement(s) (if any) included in this Prospectus with the consent of that
11.10 Interests of Named Persons

Other than as set out below or elsewhere in this Prospectus: (a) no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the
party as specified in this Section 11.11; (e) should not, by the giving of its consent, be taken to endorse the Company, the Offer or the Shares; and (f ) gives no assurance or guarantee whatsoever in respect of the performance or return of the Company. Cameron Stockbrokers Limited (ABN 38 090 472 012) has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as sponsoring broker to the Offer in the form and context in which it is named. Cameron Stockbrokers Limited were not involved in the due diligence process undertaken in relation to this Prospectus. Adams Maguire Sier have given and, at the time of lodgement of this Prospectus, have not withdrawn their written consent to being named in this Prospectus as solicitors to the Company in the form and context in which they are named and to the inclusion of the following statements: (a) the Important Notice on the inside front cover of this Prospectus; (b)Sections 1.10, 2.7 (to the extent it refers to the state of the law in New South Wales), 10.3, 11.1, 11.3 to 11.5 inclusive, 11.7 and 11.9; and (c) the Application Form and instructions. Hayes Knight have given and, at the time of lodgement of this Prospectus, have not withdrawn their written consent to being named in this Prospectus as accountants to the Company in the form and context in which they are named and to the inclusion of the financial information in Section 6 of this Prospectus, the forecast returns table and notes on page 2, and to Section 2.4 of this Prospectus.
Alexander & Spencer Group Pty Ltd (ACN 052 362 348) has given and, at the time of lodgement of this Prospectus, have not withdrawn its written consent to being named in this Prospectus as the independent accountant in the form and context in which it is named and to the inclusion of its Independent Accountants Report in Section 7 of this Prospectus. Alexander & Spencer, Chartered Accountants, have given and, at the time of the lodgement of this Prospectus, have not withdrawn their written consent to being named in this Prospectus as auditor in the form and context in which they are named. McKenzie Group Consulting Pty Ltd (ACN 092 469 344) has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus in the form and context in which it is named and to the inclusion of the summary of its building condition report contained in Section 8 of this Prospectus. Aeropur Pty Ltd (ACN 084 773 393) (trading as Asset Advisory & Valuation Service) has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus in the form and context in which it is named and to the inclusion of the summary of the valuation contained in Section 9 of this Prospectus.
Computershare Investor Services Pty Limited (ACN 078 279 277) has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as share registry to the Company in the form and context in which it is named.
11.12 Directors Report

Each Director of the Company authorises the issue of this Prospectus and, pursuant to section 720 of the Corporations Act, has consented to the lodgement of this Prospectus with ASIC. Each of the Directors has given his written consent to the issue of this Prospectus and has not withdrawn his consent prior to the date of lodgement of this Prospectus. This Prospectus is signed on 29 November 2002 by Mr John Trimble, Executive Chairman, who signs for and on behalf of the Company, and with the authority of each Director of the Company.
John Trimble Executive Chairman The Daily Planet Limited
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SECTION 12 GLOSSARY
Application Form Asset Advisory & Valuation Service ASX ASX Listing Rules B class shares
the application form attached or accompanying this Prospectus Aeropur Pty Ltd (ACN 084 773 393) trading as Asset Advisory & Valuation Service Australian Stock Exchange Limited (ACN 008 624 691) the official listing rules of the ASX as amended from time to time the B class shares in the capital of the Company issued pursuant to Appendix A of the Constitution to be held by Cameron Lane Pty Ltd as trustee for the Cameron Lane Unit Trust the directors of the Company from time to time Cameron Lane Pty Ltd (ACN 006 204 084) as trustee for the Cameron Lane Unit Trust, the sole beneficiary of which is Metropolis 28 February 2003 or such other date as determined by the Directors subject to the Corporations Act The Daily Planet Limited (ACN 101 217 252) the constitution of the Company as amended from time to time the Corporations Act 2001 in force in Australia from time to time the relevant consumer price index the business of the Daily Planet gentlemens club conducted on the Property by Daily Planet Australia Pty Ltd Daily Planet Australia Pty Ltd (ACN 065 465 714) Daily Planet Australia Pty Ltd, Metropolis, Cameron Lane Pty Ltd and John Trimble the directors of the Company as at 29 November 2002 the Executive Option Plan adopted by the Company on 27 November 2002 the agreement between the Company (as lender) and Metropolis (as borrower) and the remaining members of the Daily Planet Group (as guarantors), a summary of which is set out in Section 11.1.2 the document dated 22 July 2002 issued by the Company detailing an investment opportunity for sophisticated and professional investors (as those terms are defined in the Corporations Act) and persons to whom a disclosure document is otherwise not required to be given under Chapter 6D of the Corporations Act the intellectual property respectively owned by members of the Daily Planet Group in relation to the business of the Daily Planet and includes business names, domain names and trade marks Metropolis City Promotions Pty Ltd (ACN 005 485 692) as trustee for the John Trimble Family Trust $6,000,250 the offer of the Shares under this Prospectus ordinary shares in the capital of the Company the land and buildings located at 7-12 Horne Street, Elsternwick, Victoria, being the whole of the land comprised in Certificate of Title Volume 9709 Folio 911 this prospectus including the Application Form, annexures and any supplementary or replacement prospectus the Prostitution Control Act 1994 (Vic) in force in Victoria from time to time the Companys directors, officers, employees, agents, consultants, contractors, related bodies corporate and advisers the 17,800,000 ordinary shares offered under this Prospectus a resolution of which notice under section 249L(c) of the Corporations Act has been given and that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution All references in this Prospectus to $ or dollars are to Australian dollars.
Board Cameron Lane Pty Ltd Closing Date Company Constitution Corporations Act CPI Daily Planet Daily Planet Australia Pty Ltd Daily Planet Group Directors Executive Option Plan or Plan Facility Agreement
Information Memorandum
Intellectual Property
Metropolis Minimum Subscription Amount Offer Ordinary shares Property Prospectus Prostitution Control Act Related Parties Shares special resolution
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ANNEXURE 1 SAMPLE SHARE CERTIFICATE
Important Note: Shareholders who wish to receive a parchment share certificate may do so by marking the appropriate box on the Application Form. Share certificates will be provided solely for the purpose of commemorating the Companys initial public offering and will have no legal effect. Shareholder entitlements will be determined by reference to the holding statements.
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CORPORATE DIRECTORY

7-12 Horne Street, Elsternwick, Victoria 3185
Directors
John Dennis Trimble Andrew Harris Shane Bernard Maguire
Accountants
Hayes Knight Accountants and Business Advisors Victorian Partnership 60 Collins Street, Melbourne, Victoria 3000
Auditor
Alexander & Spencer Chartered Accountants 440 Collins Street, Melbourne, Victoria 3000
Independent Accountant
Alexander & Spencer Group Pty Ltd ACN 052 362 348 440 Collins Street, Melbourne, Victoria 3000
Share Registry
Computershare Investor Services Pty Limited Level 12, 565 Bourke Street, Melbourne, Victoria 3000 Tel: 1300 850 505
Solicitors
Adams Maguire Sier 176 Upper Heidelberg Road, Ivanhoe, Victoria 3079
Sponsoring Broker
Cameron Stockbrokers Limited ABN 38 090 472 012 Level 5, 10 Spring Street, Sydney NSW 2000 Tel: (02) 9232 7700
www.dailyplanet.com.au
7 12 Horne Street Elsternwick 3185 Victoria Australia Tel +613 9528 1766 Fax +613 9523 7540 Email info@dailyplanet.com.au

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ACN 101 217 252

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

Assumptions and Risk Factors

The models appearing in this Prospectus are not sex workers.

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED

Experienced management team

Diversification and expansion of future activities

High profile tenant

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

SECTION 1 THE OFFER

1.1 Funds to be Raised

1.4 Utilisation of Funds if Offer Not Fully Subscribed

1.2 Purpose of the Offer and Utilisation of Funds

1.3 Minimum Subscription Amount

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

1.5 Capital Structure

1.8 How to Invest

1.9 Investor Enquiries

17,800,000 40.4% 26,283,336 59.6% 44,083,336 100%

*Held by Cameron Lane Pty Ltd

1.6 ASX Listing

1.10 Allocation of Shares and Conditions of Investment

1.7 Offer Period

THE DAILY PLANET LIMITED

SECTION 2 THE COMPANY

2.4.1 Utilisation of imputation credits

2.2 Companys Activities

2.3 Forecast Returns

2.4.2 Australian withholding tax on dividends

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

2.4.3 Calculation of Capital Gains Tax (CGT) on disposal

2.5 Existing Ownership and Cash Flow Structure

The Daily Planet Limited

Daily Planet Australia Pty Ltd

2.6 Proposed Ownership and Cash Flow Structure

Daily Planet Australia Pty Ltd

2.7 Future Activities

THE DAILY PLANET LIMITED PROSPECTUS 2002

SECTION 3 THE PROPERTY

3.3 Building Condition Report

3.2 Key Features

THE DAILY PLANET LIMITED PROSPECTUS 2002

SECTION 4 MANAGEMENT TEAM

John Dennis Trimble (age 56)

Shane Bernard Maguire (age 54)

Andrew Harris (age 53)

THE DAILY PLANET LIMITED PROSPECTUS 2002

SECTION 5 FISK FACTORS

5.2 Default by Metropolis City Promotions Pty Ltd

5.1 Performance of the Tenant

5.4 Key Personnel

THE DAILY PLANET LIMITED PROSPECTUS 2002

THE DAILY PLANET LIMITED PROSPECTUS 2002

5.8 General Investment Risks

5.5 Operating History

5.6 Future Capital Raisings

5.7 Payment of Dividends

THE DAILY PLANET LIMITED