PROSPECTUS - Blueblood Thoroughbreds...PROSPECTUS BLUEBLOOD ALL TOO HARD X MORE CAVIAR LTD ABN 90...

PROSPECTUS

BLUEBLOOD ALL TOO HARD X MORE CAVIAR LTD

ABN 90 630 977 221

DATED: 22 JANUARY 2019

Registered office: Nexus Norwest, Level 5

4 Columbia Court, Baulkham Hills NSW 2153

Phone: (02) 9937 2000

Fax: (02) 9672 6412

Website: www.bluebloodthoroughbreds.com.au

Email: [email protected]

http://www.bluebloodthoroughbreds.com.au/

mailto:[email protected]

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TABLE OF CONTENTS

IMPORTANT INFORMATION ......................................................................................................................... 3

1. INVESTMENT OVERVIEW .................................................................................................................. 4

1.1 Summary of Offer ............................................................................................................................. 4

1.2 Key terms and conditions of Offer .................................................................................................... 4

2. BUSINESS OVERVIEW ........................................................................................................................ 5

2.1 Nature of the business ...................................................................................................................... 5

2.2 Thoroughbred industry overview ..................................................................................................... 8

2.3 Significant dependencies ................................................................................................................ 10

2.4 Strategy and plans .......................................................................................................................... 11

2.5 Finance arrangements .................................................................................................................... 11

2.6 Valuation ......................................................................................................................................... 11

3. RISK FACTORS ................................................................................................................................. 11

3.1 Business risk factors ........................................................................................................................ 11

3.2 Investment risk factors ................................................................................................................... 13

4. FINANCIAL INFORMATION .............................................................................................................. 13

4.1 Financial Affairs ............................................................................................................................... 14

5. DIRECTORS AND KEY PEOPLE, INTERESTS AND BENEFITS ................................................................ 14

5.1 Board of Directors ........................................................................................................................... 14

5.2 Interests of Directors ...................................................................................................................... 15

5.3 Corporate Directory .......................................................................................................................... 15

6. DETAILS OF THE OFFER .................................................................................................................... 16

6.1 Structure of the offer ...................................................................................................................... 16

6.2 Proposed use of proceeds ............................................................................................................... 16

6.3 Terms and conditions of the offer .................................................................................................. 17

7. GLOSSARY ....................................................................................................................................... 20

8. EXECUTION OF PROSPECTUS ........................................................................................................... 21

9. HOW TO APPLY FOR SHARES ........................................................................................................... 22

10. APPLICATION FORM ........................................................................................................................ 23

ANNEXURES……………………………………………………………………………………………………………………………….….25

IMPORTANT INFORMATION

Offer

The Offer contained in this Prospectus is an invitation

by Blueblood All Too Hard x More Caviar Ltd

(“BATHXMC” or “Company”) to acquire fully paid

ordinary shares (“Shares”) in the Company.

Prospectus

This Prospectus is dated 22 January 2019 and a copy

was lodged with the Australian Securities and

Investments Commission (“ASIC”) on that date.

Expiry date

No shares will be issued on the basis of this Prospectus

later than 13 months after the date of this Prospectus.

Exposure period

The Corporations Act 2001 (Cth) (“Corporations Act”)

prohibits the Company from processing applications

for shares in the 7 day period after the date of

lodgement of this prospectus with ASIC. This period

may be extended by ASIC for a further 7 days. This

period is an exposure period to enable this Prospectus

to be examined by market participants prior to the

raising of funds. Applications received during the

exposure period will not be processed until after the

expiry of the period. No preference will be given to

applications received during that period.

No performance guarantee

Purchasing shares in the Company should be regarded

as speculative and shareholders should regard their

shares as an entry in to racing horses for

entertainment value rather than returns before

accepting this Offer. Prospective shareholders should

seek independent professional investment advice

before accepting this Offer. Please consult your legal,

financial or other professional adviser before making a

decision to invest in shares. Horse racing is a

speculative venture and no person involved in

producing this Prospectus (including the Company and

its directors and advisers) guarantees the performance

of the Shares or any capital or income.

Offer availability

The Offer constituted by this Prospectus is only

available to persons receiving this Prospectus within

Australia and does not constitute an offer in any

jurisdiction which, or to any person whom, it will be

unlawful to make such an offer. An application for

shares, pursuant to this offer, can only be made by

completing and lodging the application form that

accompanies this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements.

Forward-looking statements can be identified by the

use of forward-looking terminology such as ‘may’,

‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’,

‘believe’, ‘continue’ or the negative or other variations

of comparable terminology. These statements are

based on the Directors’ assessment of present

economic and operating conditions, and on a number

of assumptions regarding future events and actions

that, at the date of this Prospectus, are expected to

take place. Forward-looking statements are not

guarantees of future performance and involve known

and unknown risks, uncertainties, assumptions and

other important factors, many of which are beyond

the control of the Company. Such statements are

subject to risk and uncertainties that could cause

actual results to differ materially from those projected.

Such statements (none of which is intended as a

guarantee of performance) are subject to certain

assumptions, risks and uncertainties, which could

cause the actual future results, achievements or

transaction to differ materially from those projected

or anticipated. The Directors’ expectations, beliefs and

projections are expressed in good faith and are

believed to have a reasonable basis. No assurance is or

can be given that the results, performance or

achievements expressed or implied by the forward-

looking statements contained in this Prospectus will

actually occur. Accordingly, you should not place

undue reliance on these forward-looking statements.

No cooling-off rights

Cooling-off rights do not apply to an investment in

Shares issued under this Prospectus. This means that,

in most circumstances, you cannot withdraw your

application once it has been accepted.

Photographs

Photographs used in this Prospectus which do not

have descriptions are for illustration purposes only

and should not be interpreted to mean that any person

shown endorses the Prospectus or its contents.

1. INVESTMENT OVERVIEW

1.1 Summary of Offer

Topic Information Reference

What is the Company? Blueblood All Too Hard x More Caviar Ltd (‘BATHXMC’) is

a horse racing company and has purchased one

thoroughbred racehorse with the intention of racing it.

BATHXMC is offering Shareholders the opportunity to

receive any benefit of race winnings and potential future

breeding revenue and proceeds.

For more information

see section 2.1

Why is the Offer being

conducted?

The Offer is being conducted to:

• Fund the engagement of the proposed trainers;

• Pay the costs incurred by Blueblood Thoroughbreds

and the Directors in respect of the issue of this

Prospectus; and

• Repay the Company’s existing credit facility used to

purchase the Horse.


see section 6.2

What are the key risks

associated with the

Company?

Risks associated with purchasing shares in the Company

include the risk of the Horse being injured and unable to

race, heavy reliance on directors and other key persons,

changes in legislation, the speculative nature of horse

racing and liquidity risk.


see section 3

Who will be in control of

the Company?

The Directors of the Company are Carol Walsh,

Christopher Walsh and Leticia Walsh


see section 5.1

Who will benefit from

the Offer?

Blueblood Thoroughbreds will benefit from this Offer as it

will be responsible for managing the racing career of the

Horse for the Company, and will receive a management

fee for doing so.


see sections 2.3.2, 5.2

and 6.3.1

1.2 Key terms and conditions of Offer

Topic Information

What is the Offer period? The offer opens on 22 January 2019 and closes on 21

January 2020.

What is the type of Shares being offered? Fully paid ordinary Shares in the Company.

How many Shares are being offered? 40 fully paid ordinary Shares.

Minimum subscription amount for each

Shareholder

1 fully paid ordinary Share.

Minimum subscription amount for Offer to proceed 1 fully paid ordinary Share.

What is the consideration for each Share being

offered?

The price of each Share under offer is $3,600

Amount to be raised under the Offer $144,000

Are the Shares listed? The Shares are not listed on any stock exchange.

Is the offer underwritten? The Offer is not underwritten.

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2. BUSINESS OVERVIEW

2.1 Nature of the business

BATHXMC is a horse racing company and has purchased one thoroughbred racehorse (the “Horse”) with the intention

of managing its racing career, training and racing it. The Company holds a racing syndicate licence issued by the

Queensland Racing Integrity Commission, which allows the Horse to be raced at tracks throughout Australian under

the Company’s name. The Horse is 100% owned by the Company.

It is intended that the Company will operate for the career of the Horse at the discretion of the Directors, with an

expected start date of 22 January 2019.

The Company intends to generate returns for the Shareholders by effectively managing the Horse’s racing career. This

involves engaging and maintaining quality licensed trainers, ensuring the Horse remains healthy, and entering the

Horse into appropriate races. The Manager is responsible for managing the Horse’s racing career. Any prize-money

won by the Horse will be used in the first instance to pay trainer and jockey expenses and expenses relating to the

management of the Horse. The remainder of the prize-money will be distributed to Shareholders in the form of

dividends. See section 6.3.2 for more information about the distribution of prize-money.

If an offer by a third party to buy the Horse from the Company, the Directors will consider, with consultation from the

Manager and the trainers, whether the offer is in the best interests of Shareholders. If the Company considers the offer

is in the best interests of Shareholders, Shareholders have a right of first refusal and have the option to purchase the

Horse at the offered price.

If in the opinion of the Directors, it is not in the interests of the Shareholders for the Horse to continue to race in a

particular class to which the Horse is referrable, the Horse will either be sold, or if it is considered to be of no significant

commercial value, retired and placed in a good home.

At the end of the Horse’s racing career, the Directors will consider whether the Horse will be sold or transitioned to a

breeding programme and will make a recommendation to the Shareholders. A Shareholders’ resolution will then be

passed to elect whether to sell the Horse or transition to a breeding programme. In the latter case, the Company may

continue for the breeding life of the Horse. If there is no transition to a breeding programme, then the Horse will be

sold. If the Horse is a valuable stallion, it will either be sold through a public auction or to a bloodstock agent. Once the

Horse is sold, the Company will be wound up. The sale money will be distributed to creditors and Shareholders in

accordance with the Corporations Act.

2.1.1 The Horse selection process

The Company has purchased the Horse relying on the recommendation from Carol Walsh, Managing Director of

Blueblood Thoroughbreds (Australia) Pty Ltd (“Blueblood Thoroughbreds”) and its bloodstock team. An invoice for the

purchase of the Horse is attached to this Prospectus. Carol Walsh has operated Blueblood Thoroughbreds as a

racehorse syndicator for the past 9 years.

Carol Walsh considers the following when purchasing racehorses:

• Superior quality racehorses, focusing on pedigree and conformation.

• Smart and well-tempered racehorses.

• Athleticism, strength, good bone and a nice type.

• Solid Nicks breeding crosses that favour racetrack success.

The Horse has had an independent veterinarian, Dr Chris Lawler, perform a clinical inspection and x-ray. The

veterinarian has provided a veterinary certificate (attached to this Prospectus) specifying that the Horse is suitable and

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fit for racing. The veterinarian certificate discloses that the veterinarian does not have any financial or other interest

in the Company or the funds to be raised from the Prospectus.

2.1.2 Description of the Hors

Colour Bay or Brown

Sex Colt

Date of Foal 10 September 2017

Sire All Too Hard

Dam More Caviar

Brand G

H nr sh – 79 over 7 off sh

2.1.3 Purchase of the Horse

Blueblood Thoroughbreds purchased the Horse from 2019 Gold Coast Magic Millions Yearling Sale using its credit

facility. The Horse has been subsequently sold to the Company on credit terms offered by Blueblood Thoroughbreds

(see section 2.5).

2.1.4 Current status of horse

The Horse is currently spelling at Cavallo Park in Putty, NSW.

The Horse is an unraced yearling Colt.

2.1.5 Horse naming and registration

The Horse is unregistered. The Horse will be named by the Shareholders and registered once the Shares have been

issued in full. The Horse will be registered within 45 days of the Shares being issued in full. Each shareholder will have

the option to submit 1 name. Once the list of names submitted by the Shareholders is populated by the Manager, the

Manager will select the top 3 most popular names (in order of preference) and submit them to the Registrar of

Racehorses for registration.

2.1.6 Pedigree details

The Horse’s sire and dam are as follows:

• Sire – All Too Hard is a Group 1 winning sire and the half-brother to champion race mare, BLACK CAVIAR. All Too

Hard entered stud in 2013 and in his young stud career has done an outstanding job with 103 winners from 196

runners. His most notable stakes horses are Villermont, Tarka and Unfair Dismissal.

• Dam – More Caviar is by champion 2YO sire, More Than Ready. She was a winner up to 1200m and her dam,

LOTTERIA, was trained by Gai Waterhouse. Lotteria won 8 races including two Group 1’s being the AJC Flight Stakes

and the VRC Myer Classic. She has done an outstanding job in the breeding barn with 3 to race, all winners.

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Photo: All Too Hard – Stallion

A pedigree page for the above is attached to this Prospectus.

2.1.7 Racing colours

The Horse will race in BlueBlood Thoroughbreds’ registered silks. The main set of colours is Red Jacket with Red Cap.

The alternative colours being Red Jacket with Blue Cap as follows:

Main Set of Colours

Jacket – Red, Blueblood Logo (wording)

Sleeves – Red sleeves (with wording)

Cap – Red cap with white star

Alternative Set of Colours

Jacket – Red, Blueblood Logo (wording)

Sleeves – Red sleeves (with wording)

Cap – Blue cap with white star

2.1.8 Mortality insurance

The Horse is insured with HQ Insurance for mortality, theft and life-threatening surgery extension cover from 12th

January 2019 to 31 January 2020. The sum insured is $144,000. A certificate of currency accompanies this Prospectus.

Renewal of insurance is at the discretion of the Board.

A certificate of currency for this insurance is attached to this Prospectus.

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2.2 Thoroughbred industry overview

The Australian racing industry makes a significant contribution to the national gross domestic product, employment

and government revenue. The economic activity generated by thoroughbred racing and breeding alone contributes

more than $10 billion to the national GDP and, when included in the agricultural sector, is the fourth largest industry

in Australia.

The horse racing industry is a mature industry with over 3,000 registered trainers and 800 jockeys. There are

approximately 35,000 horses in Australia participating in about 19,000 races per year with prizemoney exceeding $700

million.

The below graphs show the number of races relative to the total pool of prizemoney, and the increase in the

prizemoney pool up until 2018.

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Source: Racing Australia Fact Book 2017/18

The industry is highly regulated. Companies and syndicates operating horse racing businesses are primarily subject to

the Australian Rules of Racing administered by Racing Australia Limited. Each Australian State and Territory has a

Principal Racing Authority which supervise and licence industry participants. Companies are also subject to the

Corporations Act 2001. Regulations, racing rules and licensing requirements change from time to time, and the changes

could result in the Horse not being able to participate in certain races.

2.2.1 Competitors

Direct competitors to the Company’s business include:

• Yarramalong Racing Club Ltd;

• Hancox Racing No 8 Ltd;

• Racing Club No 1 Ltd; and

• Racing Club No 2 Ltd.

These competitors run similar business models of acquiring, managing, training and racing horses. Horse racing

syndicates also operate in the horseracing industry and are competitors to the Company. Syndicates similarly manage,

train and race horses throughout Australia and their horses may race in the same races as the Company’s Horse.

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2.3 Significant dependencies

2.3.1 Proposed trainer/s

Gai Waterhouse Racing, made up of Gai Waterhouse and Adrian Bott are the proposed trainers for the Horse. Trainer’s

agreements between Gai Waterhouse Racing and the Company have been executed. A letter of consent to train the

Horse from the proposed trainers is attached to this Prospectus.

Their contact details are as follows:

Address: Gai Waterhouse Racing

16 Bowral Street,

Kensington NSW 2033

Phone: 02 9622 1488

Gai has been inducted into the Australian Racing Hall of Fame in 2007 and has won:

• 134 Group One’s;

• 7 Sydney Training Premierships;

• The title of Australia’s Leading Gr.1 winning Trainer;

• 461 Black Type races;

• 4 NSW Premierships; and

• Over $177 million in stakes earnings.

Gai has done it all on the track. She has won multiple races such as the Golden Slipper, Melbourne Cup, Caulfield Cup,

Victorian Derby, Triple Crown winning 2YO (Dance Hero), AJC Doncaster 4 years in a row, she has 1st, 2nd and 3rd over

the line in the 2001 Golden Slipper. No other trainer has achieved this feat. She also trains black type winner UNITE

AND CONQUER which is Blueblood Thoroughbreds syndicated.

2.3.2 The Manager

The Manager of the Horse is Blueblood Thoroughbreds. The Manager is responsible for all aspects of the management

of the racing career of the Horse, preparation of the Shareholders’ annual accounts, the management of

communications between the Shareholders and the stables, and the provision of all administrative services.

The Manager’s responsibilities include:

• Regular communication with Shareholders by telephone, fax or email regarding training and spelling progress, and

regular relay of Trainer’s comments.

• Arranging open days for Shareholders to inspect their racehorses and be addressed by the Trainer.

• Provision of general day to day administrative services, provision of pursuing overdue accounts via phone call,

email or post.

• Providing Shareholders with RaceDay DVDs (where available, track work and other update reports such as

nominations, weights, acceptances, pre-race summary, RaceDay services, post-race summary review, organisation

of disbursement of any trophies, representing the Company in relation to race day steward enquiries etc.)

• Arranging times and dates for Shareholders to inspect their horses at the stables or spelling properties.

• Assistance with RaceDay ticketing where applicable.

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• Maintain professional indemnity insurance.

• Naming and registration of the Horse.

• Transfers of ownership.

The Company has engaged Blueblood Thoroughbreds to perform as Manager of the Horse.

2.4 Strategy and plans

The Company has been set up to purchase the Horse and manage its entire racing career. The Company is offering

Shareholders the opportunity to receive any benefit of race winnings and potential future breeding revenue and

proceeds.

2.5 Finance arrangements

The Company purchased the Horse from Blueblood Thoroughbreds using a credit facility provided by Blueblood

Thoroughbreds to enable the Company to pay the purchase price of the Horse and cover the running costs of the Horse

until the Company has raised sufficient capital to cover these expenses. The terms of the credit facility are as follows:

• $144.000 in borrowings available under the credit facility.

• Drawn down funds are not subject to interest.

• The credit facility is provided on an unsecured basis.

• The Company must apply future capital raised under the Offer to repay any amounts drawn down under the credit

facility at which time the facility will be terminated.

2.6 Valuation

A valuation by a qualified bloodstock valuer does not accompany this Prospectus as the Horse was acquired by

Blueblood Thoroughbreds at a public auction and there is no conflict of interest in relation to the purchase.

3. RISK FACTORS

3.1 Business risk factors

3.1.1 Horse racing risks

The following risks could impact the ability of the Horse to participate in races:

• Injury to the Horse in the course of its training or when participating in races;

• Sickness, disease or death of the Horse;

• The Horse could prove unsuitable for horse racing; and

• The cost of racing, including managing and training the Horse could increase leading to a reduction in any

returns to Shareholders.

Horses can get sick, lame, suffer from disease, feeding disorders, pests or parasites and be unable to race or train for

extended periods of time. As a result, the Company may incur significant unexpected expenses such as vet bills and

rehabilitation costs. Injury or illness can affect any horse and can reduce or end a horses racing career or ability to

produce as a Broodmare.

High class races have a much lower rate of injury than low class races. While this could be attributed to many factors,

including the quality of the horse, economics, or medications, the trainer still must make the decision to run a horse

or not to run a horse. Because leading trainers consistently get the best horses, injury rates by race class should

correspond to injury rates by trainer.

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Race Class Career Ending Injury

Rate

Career

Ending

Injuries

Starts

High 2.27% 553 243,854

Low 4.11% 2,566 624,265

Source: “Trends in Equine Mortality, 1998-2005”

https://www.aphis.usda.gov/animal_health/nahms/equine/downloads/equine05/Equine05_is_Mortality.pdf

If the Horse is unable to participate in a race, the amount of dividends payable is likely to be lower because there will

be no prize money attributable to that race. If the Horse is no longer suitable for horse racing because it is permanently

injured or suffers from sickness or disease, the Horse will likely be sold at a loss, and this will significantly impact the

distributions Shareholders receive upon wind up of the Company.

3.1.2 Reliance on directors and key persons

The Company has no operating history and relies on the skills of the directors, trainers of the Horse and Blueblood

Thoroughbreds to manage the racing career of the Horse. An investment in the Company is therefore heavily

dependent on the directors and these other key persons.

The trainers of the Horse are engaged by the Company in accordance with the trainers’ standard terms of trade. These

standard terms allow the trainers to terminate for convenience on short notice. If this happens, the Horse may be left

without a trainer until new trainers are engaged, and the terms of engagement may be on less favourable terms.

However, it is likely that Blueblood Thoroughbreds can secure alternative successful and qualified trainers by using its

existing networks and experience in the industry. There will also be delays in the Horse commencing its racing career,

with a corresponding increase in expenses and no ability to win prize money for a period.

The Company’s ability to effectively manage the Horse’s racing career and perform the necessary administrative

functions depends upon the performance and expertise of the directors and Blueblood Thoroughbreds. The loss of

these key personnel, or any delay in their replacement, may adversely affect the Horse’s performance or eligibility to

participate in races, and this will have a negative impact on the amount of dividends to be distributed.

3.1.3 Downturn in horseracing industry

The state of the horseracing industry is largely correlated with the health of the domestic economy. If there is a

downturn in economic activity, it is likely that the pool of prizemoney, the level of investment in the industry and the

value of the Horse will decrease. This means that upon selling the Horse, the Company will receive less sale proceeds

than if the state of the horseracing industry was healthier.

3.1.4 Changes in legislation and regulations

Changes in legislation and regulations such as the Australian Rules of Racing could affect the Horse’s ability to

participate in races, and therefore could affect the amount of Shareholder returns. In addition, the Company could be

subject to additional legal or regulatory requirements if its business, operations or geographic reach expand in the

future.

The Company is primarily subject to the Australian Rules of Racing administered by Racing Australia Limited. Each

Australian State and Territory has a Principal Racing Authority which supervise and licence industry participants. The

Company is also subject to the Corporations Act 2001. Legislation and racing rules change from time to time, and the

changes could result in the Horse not being able to participate in certain races. This means the Horse will have less

chance to win prize money, which will negatively impact on the amount of dividends available for distribution.

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3.2 Investment risk factors

3.2.1 No guarantee of returns

Any person investing in shares in the Company should be aware that horse racing is a speculative venture with no

guarantee of returns. A person subscribing to this offer should regard their shares as an entry in to racing horses for

entertainment value rather than returns. There is also a risk to capital, for example, if the Horse proves unfit for racing,

it may be sold off for a price less than its cost plus ongoing expenses. The best pedigree and training also cannot

guarantee a winning horse. The Horse could simply lack the desire or ability to perform at the necessary level.

3.2.2 Trading in Shares may not be liquid

As shares in the Company are not listed on any stock exchange, there is no liquid market for the shares.

Shareholders may sell their shares to a third party or an existing Shareholder. To facilitate this, the Company will

maintain a register of the shares that any Shareholder wishes to make available for sale, and will inform any prospective

purchaser who expresses an interest. However, the Company is legally constrained from soliciting for purchasers on

behalf of sellers or otherwise make a market for shares.

4. FINANCIAL INFORMATION

INCOME - Shareholder's Funds from the offer $144,000.00

Interest earned over 1 year (approximately) $0.00

TOTAL $144,000.00

EXPENDITURE (1 YEAR)

Purchase of Horse $93,500.00

Spelling Fees 48 Days $1,584.00

Accounting and Auditing Costs $3,000.00

Company Establishment (including ASIC and setup costs) $1,753.00

Prospectus production, legal review and sign off and ASIC lodgement costs $3,966.00

Print and Postage (over one years) $1,500.00

Veterinary & Scoping costs $2,647.00

Mortality Insurance (1 year $144,000) $5,560.00

Travel & Accommodation to Gold Coast x 3 staff (pro-rata 6 horses) $800.00

Advertising and Capital raising Costs $15,000.00

Director's professional advice, licence, process and document formation fees $5,000.00

BBT's Compliance Management Fees over one year $1,980.00

Race Nominations (Golden Slipper & Golden Rose, Blue Diamond, Magic Millions Race Series) $5,665.00

Registration & Lodging Syndicate Fee $545.00

Photographs/Footage – Pedigree software fee (Werks), video footage, etc. $1,500.00

TOTAL $144,000.00

Surplus (based on full subscription) $0.00

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4.1 Financial Affairs

An auditor’s report and pro forma balance sheet accompanies this Prospectus.

5. DIRECTORS AND KEY PEOPLE, INTERESTS AND BENEFITS

5.1 Board of Directors

The Company’s Board comprises 3 Directors. A biography of each Director is contained in the table below.

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Director Biography

Carol Walsh Carol Walsh has been a racehorse syndicator for over 8 years and has been involved in

the industry for 12 years. Carol has been involved in the purchase of multiple Stakes

winning horses including Seabrook who won the 2018 Group 1 Champagne Stakes, the

2018 Group 2 Sweet Embrace Stakes and also contested the 2018 $5.3M Group 1 Golden

Slipper running 5th place, Secret Agenda who won the $1M Group 1 Robert Sangster

Stakes in 2017, She’s So High who won the listed Incognitus Stakes in 2018, Le Mans,

Berlutti and Son Of A Snitz who sold to HK for $450,000 (all trained by Mick Price),

Sedanzer who won the 2018 Scone Cup and Unite And Conquer who won the 2018

Maribyrnong Trial S. Listed and the 2018 Magic Millions 2YO Wyong Classic Listed (all

trained by Gai Waterhouse), Black Revolver, Rock Temple (trained by Chris Waller) and

Encostanati (trained by Bjorn Baker).

She is also a successful breeder under her company, BBT Breeding and Racing Pty Ltd

which assists in her overall purchasing of Bloodstock including Yulong Baby (Stakes

Performer).

Christopher Walsh Christopher Walsh supports and assists his wife, Carol Walsh, and has done so for the

past 12 years. He handles event functions and regular open days for the Company.

Leticia Walsh Leticia Walsh has held positions in accounts and administration including marketing

design and database maintenance. She has an advanced knowledge of Microsoft Office,

broad understanding of the internet and various websites, basic knowledge of HTML and

CSS coding, moderate knowledge of MYOB and computer skills and will maintain the

marketing and general administration aspects of the Company.

5.2 Interests of Directors

Carol Walsh is also a director of Blueblood Thoroughbreds and will receive benefits from the Company in relation to

fees payable for administration, marketing and accounting services which will be provided by Blueblood

Thoroughbreds. The constitution of the Company allows the directors of Blueblood Thoroughbreds to retain any profits

made through this arrangement.

This arrangement is on arm’s length terms, and the members have approved the arrangement. The value of the benefit

to Blueblood Thoroughbreds is $1,540 (incl. GST) per month.

In the event that the Horse is sold, Blueblood Thoroughbreds is also entitled to a sale fee of 5% (plus GST) of the sale

price under the terms of its agreement with the Company.

5.3 Corporate Directory

Directors: Mrs. Carol Walsh

Mr. Christopher Walsh

Miss Leticia Walsh

Registered Office: Nexus Norwest

Level 5, 4 Columbia Court

Baulkham Hills NSW 2153

Company Secretary: Carol Walsh

P.O. Box 6992

Baulkham Hills BC NSW 2153

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Bankers: ANZ

Dunmore Street

Wentworthville NSW 2145

Auditor: Prospect Accountants

Mr. Tim Meehan

PO Box 354

Balwyn North VIC 3104

Compliance Lawyers: The Fold Legal Pty Ltd

Ms. Jaime Lumsden Kelly

GPO Box 1843

Sydney NSW 2001

6. DETAILS OF THE OFFER

6.1 Structure of the offer

This Prospectus relates to an offer of 40 fully-paid ordinary shares. Each Shareholder must subscribe to a minimum of

1 ordinary fully paid share at $3,600 per share. A person who subscribes to this offer and becomes a Shareholder is

responsible for a proportion of the ongoing costs and upkeep of the Horse in accordance with section 6.3.1.

6.1.1 Minimum subscription

The minimum subscription for this offer to proceed is 1 share. No shares will be issued until the minimum subscription

has been achieved.

6.1.2 Maximum subscription

The maximum subscription for this offer is 40 shares.

If the maximum subscription is not achieved, Shareholders have the option to:

• Have their purchase price of their subscription amount refunded in full within 30 days; or

• Retain their shares in the Company with a reduced minimum number of shares, in which case a supplementary

prospectus will be sent to all Shareholders.

6.2 Proposed use of proceeds

The total gross proceeds under the offer is expected to be $144,000. The proceeds of the offer will be applied to:

• Fund the engagement of the proposed trainers whose daily rate is $148.50 (incl. GST);

• Repay the Company’s existing credit facility with Blueblood Thoroughbreds for an amount of $144,000 which was

used to purchase the Horse;

• Pay the costs incurred by Blueblood Thoroughbreds and the Directors of the Company in respect of the issue of

this Prospectus;

• Pay the remainder of the Year 1 expenditures listed in section 4.

Further funds will not need to be raised to cover future expenses incurred by the Company because each

Shareholder is responsible ongoing costs under section 6.3.1

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6.3 Terms and conditions of the offer

Topic Summary

What is the type of security being

offered?

Fully-paid ordinary shares in the Company.

What are the rights and liabilities

attached to the security being

offered?

The following rights and entitlements are attached to the offered

shares:

• Entitlement to dividends for profit generated by horse racing prize

money;

• Entitlement to potential future breeding revenue and proceeds;

• The shares will rank equally on any return of capital by the

Company. Upon the winding up of the Company, any surplus

monies from the proceeds of all the Company’s assets shall be

distributed to Shareholders in accordance with the provision of the

Corporations Act;

• The Shares are full voting shares;

• Subject to the Company’s Constitution and the Corporations Act,

Shares in the Company are freely transferable.

Shareholders are responsible for the payment of all costs associated

with maintaining, training and racing the Horse. The estimated ongoing

expenses are outlined in section 6.3.1.

What is the consideration for each

security being offered?

The price of each share under offer is $3,600.

What is the offer period? The offer opens on 22 January 2019.

The offer closes on 21 January 2020.

Is the offer for the issue of new

securities or the sale of existing

securities?

This offer is for the issue of new securities.

When will Shareholders receive

confirmation their application has

been successful?

Dispatch of share certificates upon successful subscription to the offer

will occur by no later than 11 February 2020.

Unsuccessful applicants will also be notified at this time and monies paid

will be refunded within 30 days of the close of this Prospectus.

Are the securities listed? The shares in the Company are not listed on any stock exchange.

Is the offer underwritten? The offer is not underwritten.

Are there any escrow

arrangements?

There are no escrow arrangements.

Where will funds raised be held? All funds raised by this Prospectus shall be held in a designated Trust

Account, namely BBT All Too Hard Account held with the ANZ Bank at

Wentworthville NSW, until such time as the offer closes or the minimum

number of shares has been taken up.

What is the Company’s capital

structure?

Ordinary shares on issue as at 22 January 2019 40

Maximum number of ordinary Shares to be issued

under this Offer

40

Total on Offer completion 40

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Topic Summary

Are there any significant taxation

implications?

There may be taxation implications associated with owning and

disposing of Shares. As these implications will depend upon a

Shareholder’s particular circumstances, all potential Shareholders are

encouraged to obtain their own taxation advice in respect of acquiring,

holding and selling Shares.

6.3.1 Estimated ongoing costs obligations

Each Shareholder is responsible for the following ongoing expenses.

Total ongoing expenses – the following horse expenses are indicative and payable monthly by each Shareholder. The

Manager advises that the average ongoing expenses for 1 share (the equivalent of 2.5% share) is approximately

$24.50/week (incl. GST) OR for 2 shares (the equivalent of 5% share) is approx. $49.00/week (incl. GST). These expenses

include the Management Fee paid to Blueblood Thoroughbreds

The ongoing expenses may vary at any time due to the variable times that the horse is in work, racing, pre-training or

spelling, and whether the trainer increases their daily rate.

Nomination and acceptance fees for most races are included, except for nominations for major races such as the

Auction House Sponsored races such as Inglis and Magic Millions race series and the Black Type races such as Listed

and Group races, which fees are payable by the Shareholders in addition to these ongoing expenses.

The trainer’s daily training rate is $148.50 (including GST) and is included in the total ongoing expenses. Note, the

trainers’ daily training rate may change subject to industry increases.

The ongoing expense do not include extra-ordinary costs such as insurance renewal, major veterinary fees relating to

surgery/injury in excess of $300 which will be on charged to the Shareholders reflective of their shareholding, major

race nominations or acceptance fees and all travel expenses for 1 representative of the Company to attend interstate

featured races (outside of NSW). These costs are payable by the Shareholders in proportion to their share/s held in the

Company.

Accounts preparation fee – preparation of the Company’s annual accounts in respect of the relevant financial year will

be charged on the 1st of July each year, unless you cease as a Shareholder prior to which you will be charged for the

number of months you held your share. The APF is capped at 4 Shares (the equivalent of 10% share), so if you hold a

share in excess of 4 Shares (10% share), this is the maximum you will be charged.

1 Share (2.5% Share): $60.00 per annum or $5.00 per month

2 Shares (5% Share): $120.00 per annum or $10.00 per month

3 Shares (7.5% Share): $180.00 per annum or $15.00 per month

4 Shares (10% Share): $240.00 per annum or $20.00 per month

Accounts preparation fees are paid in addition to the total ongoing expenses in section 6.3.1.

Management Fee – Blueblood Thoroughbreds will charge a fixed monthly Management Fee of $38.50 (incl. GST) per

1 share (2.5% share) or $77.00 (incl. GST) per 2 shares (5% share) capped at $154.00 for 4 shares (10% share) and

above. This fixed monthly Management Fee is included in the total ongoing expenses as described in section 6.3.1.

6.3.2 Prize-money distribution

All prize-money won by the Horse will be deposited directly into the Manager’s account called BlueBlood

Thoroughbreds (More Caviar) with a Sydney branch of the ANZ Bank and will be distributed to the Shareholders as

dividends within 7 days of receipt pro-rata to the number of Shares held by each Shareholder.

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In accordance with the Rules of Racing in Australia, prize-money is distributed to the Shareholders after remunerations

are distributed to the trainer, jockey, welfare program and jockey insurance, and the withholding of any funds required

to cover major race acceptances for which the Horse is eligible or nominated. The percentages are automatically

determined by each state and may vary from State to State. If the prize money exceeds $15,000, Blueblood

Thoroughbreds will be entitled to 5% of gross prize money under its management agreement with the Company. Gross

prize money includes the prize money, breeders’ bonus and incentive scheme payments.

Should a Shareholder be in arrears of ongoing expenses, the Company will set-off the amounts owed to it by the

Shareholder against all prize-money owed to the Shareholder.

Prize money earned under $1,000 will not be distributed and will instead be credited to each Shareholders account in

respect of ongoing expenses.

6.3.3 Distribution from sale of Horse

In the event that the Horse is sold, the Company will be wound up and distributions to Shareholders will be made in

accordance with the Corporations Act.

6.3.4 Trophies and prize distribution

In an event the Horse wins a trophy, the Manager will receive the original trophy in accordance with the Rules of Racing

(AR.57.(2)(c)) and will be entitled to retain it. If any Shareholder wishes to acquire a replica of the trophy, the Manager

will endeavour to procure the same at a reasonable price and provide to such Shareholder the details of the supplier

of the trophy. The Shareholder is responsible for paying for the replica trophy which they requested.

If there is an item that is not listed in the racebook with a dollar value, such as a saddle cloth or rug, such items will be

auctioned off and the proceeds of the auction will be distributed to one or more industry related charity organisations

at Blueblood Thoroughbreds’ discretion. A receipt acknowledging payment to the organisation will be supplied to the

Shareholders to validate payment.

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7. GLOSSARY

ASIC means the Australian Securities and Investments Commission.

BATHXMC or Company means Blueblood All Too Hard x More Caviar Ltd (ABN 90 630 977 221)

Blueblood Thoroughbreds or Manager means Blueblood Thoroughbreds (Australia) Pty Ltd (ABN 83 612 833 173).

Board means the board of directors of the Company.

Director means a director of the Company.

Prospectus means this document, being a prospectus for the purpose of Chapter 6D of the Corporations Act and any

supplementary or replacement prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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8. EXECUTION OF PROSPECTUS

This Prospectus has been duly executed by or on behalf of each of the Directors whose name appears below on the

date of this Prospectus. The Directors accept no responsibility for the information contained within this document. To

the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the

case) the information contained in this Prospectus is accurate and does not omit anything likely to affect the import of

such information. Each Director of the Company consents to the lodgement of this Prospectus with ASIC.

……………………………………………………

Carol Walsh

Director and Secretary

……………………………………………………

Christopher Walsh


……………………………………………………

Leticia Walsh


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9. HOW TO APPLY FOR SHARES

Applications to acquire 1 Share in the Prospectus will only be accepted on the application form attached to this

Prospectus. The application form must be fully completed.

Application forms must be accompanied by payment in Australian dollars for an amount equal to the application

monies. Payment can be made via cheque, direct deposit or credit card. Cheques must be made payable to “Blueblood

Thoroughbreds” and crossed “Not Negotiable”.

Alternatively, you may make payment of application monies via direct transfer to the following account:

ANZ BANK

Blueblood Thoroughbreds

BSB: 012 463

Account Number: 419183141

Reference: please ensure that you reference the payment in the same name as your share application form.

Applications must be for a minimum of 1 Share offered under this Prospectus. Applications may be made for additional

Shares in the Prospectus in multiples of one.

The completed Application Form, together with application monies or remittance advice, must be returned to the

Director by email to [email protected], fax to 02 9672 6412 or delivery to the following address:

Carol Walsh

Blueblood All Too Hard x More Caviar Ltd

PO Box 6992


Applicants should read this Prospectus in its entirety, before deciding to complete and lodge an Application Form.

An application constitutes an offer by the applicant to acquire 1 Share in the Company on the terms and subject to the

conditions set out in this Prospectus. The Director reserves the right to reject any application, including but not limited

to applications that have been incorrectly completed, or are accompanied by cheques that are dishonoured or have

not cleared.

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10. APPLICATION FORM

Blueblood All Too Hard x More Caviar Ltd

Complete in block letters and return the application form. You are advised to keep a copy for your records.

Surname: Dr/Mr/Ms/Mrs/Miss .............................................................................................................................

(One name ONLY to be entered)

Given Names..........................................................................................................................................................

Address .................................................................................................................................................................

Suburb .............................................................................State……………………………..Postcode .............................

Birth Date: ………….….......................Occupation ...................................................................................................

Telephone Business ………..........................................Home ..................................................................................

Mobile …………………..................................................Fax .......................................................................................

Email .....................................................................................................................................................................

These Shares will/will not be held in a Syndicate name.

Syndicate Name: ........................................................................................(if applicable)

Horse Name Suggestion: ......................................................................................................................................

I hereby agree to become a Shareholder in the Company on the basis that I will have …………….……..… Share (s).

Account details of where dividends are to be deposited:

Account Name: …………………………………………………………………..

BSB: …………………………………………………………………..

Account Number: …………………………………………………………………..

Payment Method:

Cheque Direct Deposit Credit Card (please fill out details below)

Credit Card Details

Visa MasterCard Amex Diners

Card Number Expiry

CVV Number: Signature: ……………………………………………………………………

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Declaration

By signing this application form, I agree and declare that:

1. I have read, understood and agree to be bound by the Prospectus.

2. I am not under any disqualification or other disability under the Rules of Racing.

3. I am over the age of eighteen years.

4. I am not an undischarged bankrupt.

5. I acknowledge that I have had the opportunity to obtain independent legal and financial advice relative to my

acquisition of shares in the Prospectus.

…………………………………………………………. Name of Shareholder

…………………………………………………………. Signature of Shareholder

…………………………………………………………. Date

Dr Chris Lawler BVSc Veterinarian in Equine Practice “Braeside”

23 Bridges Road

GERRINGONG NSW 2534

Fax: 02 4234 0838 Phone: 0419 341313

12th January, 2018

VETERINARY CERTIFICATE

Horse: All Too Hard x More Caviar ‘17

Signalment: Brown yearling colt

Brands: Left shoulder = G over H; Bar

Right shoulder = 79 over 7

Microchip: 985125000098072

Examined at: Chester Barn, Magic Millions Qld Complex, Bundall, QLD 4217

At the request of Ms Carol Walsh, as agent for Blueblood Thorougbreds, a veterinary

examination of the above horse was undertaken at the Magic Millions Complex, Bundall,

Queensland on the 12th

January, 2019. The purpose of the examination was to provide a Veterinary Certificate for inclusion in the Product Disclosure Statement (PDS) for syndication

by Blueblood Thoroughbreds

Clinical Examination

The clinical examination included heart, ophthalmic eye examination, teeth examination, limb

flexion and joint palpation which were normal. The examination also included a review of the radiographs for the above horse provided in the repository. The horse was examined at rest

and at the walk. There was no evidence of previous abdominal surgery, infection or disease,

lameness, laminitis or ataxia.

In my opinion, at this time, the All Too Hard x More Caviar ’17 presented as suitable for

purchase as a racehorse as can be determined from the examination performed as described. All Too Hard x More Caviar ’17 is suitable for public syndication and mortality insurance.

I confirm that I do not have any current or intended future financial or other interest in the

above mentioned horse, the proposed syndication or Blueblood Thoroughbreds and this letter may be relied upon by prospective investors who invest in the horse.

This certificate has been prepared for inclusion in the disclosure statement issued by the Syndicate and at the time of examination

can be relied upon as a true document. The issuing veterinarian has no financial or other interest in the Syndicate or monies

raised by the Syndicate. The examination was performed using EVA guidelines.

BAY OR BROWN COLT (NZ)Foaled 10th September 2017)

(SIRE)ALL TOO HARD....................

Casino Prince ............................ Flying Spur................................ Danehill .....................................Lady Capel ................................ Last Tycoon.................................

Helsinge.................................... Desert Sun ................................ Green Desert ...............................Scandinavia............................... Snippets ......................................

(DAM)MORE CAVIAR..................... 2011

More Than Ready ..................... Southern Halo ........................... Halo ............................................Woodman's Girl......................... Woodman....................................

Lotteria ..................................... Redoute's Choice....................... Danehill .....................................Rose Reward............................. Sir Tristram..................................

ALL TOO HARD (AUS) (Bay 2009-Stud 2013). 7 wins-3 at 2, ATC All Aged S., Gr.1. Half-brother to SW Black Caviar. Sire of 217 rnrs, 127 wnrs, inc. SW Villermont (MRC Sandown Guineas, Gr.2), Tarka, Demonetization, Unfair Dismissal, All Too Huiying, Curdled, SP Cristal Eyes, Outrageous, Hardly Surprising, Roy's Riviera, Illuminaire, Eclair Sunshine, Fine Scent, Waimea Bay, Warranty, Za Zi Ba, Mystic Empire and of Riviera, Rock Hard, etc.

1st DamMORE CAVIAR, by More Than Ready (USA). Winner at 1200m. This is her first foal.

2nd DamLOTTERIA, by Redoute's Choice. Second top filly on The 2005-06 Australasian 4YO+ Classification. 8 wins from 1200m

to 1600m, A$1,491,560, AJC Flight S., Gr.1, VRC Myer Classic, Gr.1, AJC Surround S., Gr.2, STC Shannon S., Gr.2, Newcastle JC Spring S., Gr.3, AJC Show County H., L, Kogarah H., 2d MVRC WS Cox P., Gr.1, STC Arrowfield Stud S., Gr.1, NSW Tatt's RC Tramway H., Gr.3, 3d AJC Epsom H., Gr.1, 4th STC Canterbury S., Gr.2. Dam of 6 named foals, 3 to race, all winners, inc:-

Yokohama. 2 wins at 1200m, 1600m in 2017-18.Fonssagrives. Winner at 2400m. Producer.More Caviar. Winner. See above.

3rd DamRose Reward (NZ), by Sir Tristram (Ire). 3 wins-1 at 2-from 1300m to 2000m, A$121,840, Albury Cup, AJC Governor

Macquarie 2YO H., Fujitsu the Integrators H., 3d VATC One Thousand Guineas, Gr.1, City Tattersall's Club Cup, L, AJC Thermal Power H., Lone Star Steakhouse & Saloon H., Grace Bros H., 4th STC Canterbury Guineas, Gr.1, VRC Wakeful S., Gr.2, AJC Silver Shadow S., Gr.2. Dam of 9 foals, 7 to race, 5 winners, inc:-

LOTTERIA (Redoute's Choice). 8 wins. See above.Rose of Sharon (Encosta de Lago). Winner at 1250m, A$131,275, STC Jacob's Creek H., 2d AJC James HB Carr S.,

L, Gold Coast Bracelet, L, 3d Queensland Oaks, Gr.1, Illawarra TC Keith F Nolan Classic, L, 4th AJC Breeders Classic, Gr.2. Producer.

Gypsy Geena. Winner at 1600m, 2d MRC Moduline P., 3d Waikato RC Davinci Solutions H. Producer.Maranello. 2 wins at 1400m, 1600m, Singapore TC Novice H., Initiation P.Thunderer. Winner at 1500m.La Roseraie. Placed.

4th DamGypsy Reward, by Zamazaan (Fr). 7 wins from 1400m to 2000m, AJC Cyril Angles Welter H., WJ McFadden H.,

Ellesmere H., Monash H., 3d STC Christmas Cup, L, 4th STC Tea Rose S., Gr.3. Dam of 3 named foals, all winners-Rose Reward (Sir Tristram (Ire)). 3 wins. See above.Ivory Reward. 4 wins at 1900m, 1950m, STC Westmead H.Righteous Lady. 2 wins at 2, VATC Montech H., 4th VATC Tranquil Star S., L. Dam of-

Jazz Baby. 2 wins-1 at 2-at 1300m, 1600m, STC Sans Souci 2YO H. Dam of-OVER QUOTA (Testa Rossa). 9 wins at 1600m, 1700m, A$354,815, Kilmore Cup, L, 2d Seymour Cup, L.

Defensive Lady. 3 wins at 2000m, 2150m, 4th ARC Royal S., Gr.3. Dam of-TAATLETAIL (Faltaat (USA)). NZ Bloodstock Filly of the Year 2004. 6 wins-1 at 2-from 950m to 2000m,

NZ$336,050, New Zealand One Thousand Guineas, Gr.1, Waikato RC Sir Tristram Fillies Classic, Gr.2, Hawkes Bay Highview S., Gr.3, Masterton RC Lowland S., Gr.3, 2d Levin RC Bayer Classic, Gr.1.

5th DamBELLOTA, by Oakville (GB). 10 wins from 1200m to 2200m, Avondale Gold Cup, Gr.1, VATC Coongy H., Gr.3, ARC

Ladies Mile, L, Waikato RC Foxbridge P., L, Rotorua S., L, BOP RC Sprint H., Franklin RC South Auckland Breeders' P.H., ARC Ascot S., Waikato RC Forest Lake H., 2d VRC George Adams H., Gr.1, VATC Toorak H., Gr.1, Great Northern Oaks, Gr.2, Manawatu Breeders' S., Gr.3, WRC Captain Cook S., L, Avondale JC Stretto S., L, BOP RC Centennial Breeders' S., L, 3d MVRC WS Cox P., Gr.1, ARC Alison S., Gr.3, Te Aroha JC New Zealand Thoroughbred Breeders' S., Gr.3, Rotorua S., L, 4th ARC Royal S., Gr.2, VRC Craiglee S., Gr.2, Avondale Championship S., Gr.2, Te Aroha JC Thames Valley S., Gr.3, ARC Rose of Tralee S., L. Dam of 10 foals, all raced, 7 winners, inc:-

ROCKET RACER (Balmerino). 7 wins from 1200m to 3200m, A$276,115, WATC Perth Cup, Gr.1, Tattersall's Cup, L, QTC Graduation S., WATC Graduation S.-twice, 2d WATC CB Cox S., Gr.2, GA Towton Cup, L, 4th WATC Queen's Cup, Gr.3.

STARZAAN (Zamazaan (Fr)). 3 wins from 1400m to 2400m, US$4,125, A$85,520, AJC Oaks, Gr.1, AJC Princess H., L, Ambarvale H., 2d AJC Pretty Polly S., 3d STC Merrylands H.

CHIMING KNIGHT (Sir Tristram (Ire)). 5 wins from 1900m to 2600m, STC Lord Mayor's Cup, L, AJC Karendi H., STC West Suburbs Football H., Qantas Retired Staff Club H.

Gypsy Reward (Zamazaan (Fr)). 7 wins. See above.Go Lotta. 3 wins-1 at 2-to 1400m, AJC HMAS Vendetta H.Prince Reliant. 3 wins at 1000m, 1200m.Iron Leader. 2 wins at 2800m, 2950m.Danzalota. Unplaced. Dam of-

THEATRE OF DREAMS (Rhythm (USA)). 9 wins from 1600m to 3200m, R461,200, Turffontein Caradoc Gold Cup, Gr.3, 3d Turffontein Gold Bowl, Gr.2, 4th Greyville Gold Vase, Gr.2, Newmarket Racing Association H., Gr.3.

6th DamRADIANT ANN, by Resurgent (Ire). Winner at 6f in NZ. Dam of 10 named foals, 9 to race, 6 winners-

BELLOTA (Oakville (GB)). 10 wins. See above.FANCY MISS (Sir Tristram (Ire)). 5 wins from 1200m to 1600m, Manawatu Challenge S., L, 2d ARC Rothmans

Foundation H. Dam of-MISS MARGARET (Marscay). 7 wins-2 at 2-from 1000m to 2500m, A$587,210, VRC Chrysler S., Gr.1, South

Australian Oaks, Gr.1, MVRC Tesio S., Gr.3, SAJC Auraria S., Gr.3, VRC Mark Sensing S., L, VATC United Energy P., Storm Queen H., VRC Sirena Tuna 2YO H., 2d Australasian Oaks, Gr.1, VRC Red Roses S., L, 3d VRC Hardy Brothers Classic S., Gr.3, VATC Angus Armanasco S., Gr.3. Dam of-

CONFRONT - AMBITIOUS LEADER (H.K.) (Bluebird (USA)). 7 wins-4 at 2-at 1200m, 1650m, A$260,180, HK$1,225,900, WATC Karrakatta P., Gr.2, Painted Rose 2YO H., McInerney Ford 2YO H., Dawson Stud 2YO H., HKJC Yik Yam H., Nam Shan H., Billion Win H., 3d WATC Sires' Produce S., Gr.3.

CELEBRITY MISS (More Than Ready (USA)). 8 wins to 1200m, A$259,025, WATC HG Bolton Sprint H., L, 3d WATC Belmont Newmarket H., L.

Starnet. 2 wins at 1000m, 1600m, VATC Goldenway H. Dam of-DANCES ON STARS (Snitzel). 9 wins-1 at 2-from 1100m to 1600m, A$768,710, to 2017-18, ATC Kindergarten

S., Gr.3, 2d BRC Queensland Guineas, Gr.2, 3d ATC Ajax S., Gr.2, BRC Sires' Produce S., Gr.2.Fizzi Lizzi. Winner at 1200m, VATC With Me H., 2d VATC Orient H. Dam of-

Kingda Ka (Flying Spur). 2 wins at 1150m, 1400m, A$347,775, AJC Quasar Constructions P., 2d STC Rosehill Guineas, Gr.1. Sire.

Sevillano. Placed at 3. Dam of-SCREAM MACHINE (Excites). 7 wins from 1400m to 2000m, A$582,800, Murrumbidgee TC Wagga Wagga

Gold Cup, L, 3d Newcastle JC Cameron H., Gr.3.PARRIWI (Mossman). 4 wins at 2, A$215,050, BRC Lancaster S., L, 3d AJC Roman Consul S., Gr.2.

Frantoio. Winner at 1450m, 3d STC De Bortoli Noble One P. Dam of-GOT UNDERS (Southern Image (USA)). 7 wins to 1500m, A$437,915, to 2017-18, Newcastle JC Cameron H.,

Gr.3, ATC Huawei H., St Johns Park BC H., 2d Newcastle JC Newmarket H., Gr.3.Legal Consent. Placed at 3, 2d WATC Portinari H. Dam of-

DREAMAWAY (More Than Ready (USA)). 6 wins from 1200m to 2400m, A$804,100, Western Australian Derby, Gr.1, WATC Champion Fillies S., Gr.3, Western Australia Oaks, Gr.3, Ascot One Thousand Guineas, L, Natasha S., L, 2d WATC Westspeed 3YO H., Albany Cup, 3d WATC Detonator S., L, Bunbury Cup, L, Pinjarra Cup, L.

NEW SPICE (Old Spice). 9 wins from 1200m to 2200m, A$478,125, WATC JC Roberts S., L, 3d WATC Kingston Town Classic, Gr.1.

CAVALLO (Bellissimo (Fr)). 3 wins from 1500m to 2000m, VRC Tetley Tea Bag S.H., L, 3d VRC Carbine Club S., L.Olly Ann. Winner at 1900m in NZ. Producer.Radiant Boy. Winner at 1400m in NZ.Go for That. Winner at 2800m.Right On. Placed at 2 in NZ. Dam of-

LORD REIMS (Zamazaan (Fr)). Top of The 1987-88 Australasian 4YO+ Classification (2100m+). 13 wins from 1200m to 3200m, NZ$36,045, A$1,009,212, SAJC Adelaide Cup, Gr.1-3 times, VATC Caulfield Cup, Gr.1, SAJC West End Export S.H., Gr.3-twice, STC Lord Mayor's Cup, L, ARC Chase H., 4th STC HE Tancred International S., Gr.1.

INSTANT POLICY (Grosvenor). 18 wins from 1200m to 2000m, A$228,795, SAJC Tattersall's Cup, L, Darwin Cup, L.

The Collaborator. Raced twice. Dam of-YVONNE (Last Tycoon (Ire)). 8 wins from 1000m to 1800m, A$277,970, SAJC Auraria S., Gr.3, HC Nitschke S.,

L, John D Lee S., L, 3d Qld Tatt's RC Winter S., Gr.3.Ripe Plum. Winner at 1550m. Dam of-

SAVOUREUX (Nadeem). 6 wins-1 at 2-to 1250m, A$391,485, ATC Wenona Girl H., Gr.3, BRC Mode P., L, 3d ATC Triscay S., Gr.3, Newcastle JC Tibbie S., Gr.3.

Miming. Placed.Double Letters. Placed.Luminescence. Unraced. Dam of-

Port Diana. 2 wins at 1900m, 2400m in South Africa. Dam of-OMEGA CODE (Saumarez). 8 wins-1 at 2-from 1400m to 3600m, R378,265, Fairview Port Elizabeth Gold Cup, L,

Kenilworth Chairman's Cup, L.Radiant Dancer. Unraced. Dam of-

(OUR) SMALL TOWN BOY (Danasinga). 5 wins from 1400m to 2300m, NZ$98,925, A$2,000, Manawatu Cup, Gr.3, WRC Tote Pub & Pizza Furnace H., Taranaki RC Budget Rental Cars H., 3d Marton Cup, L.

HQ Insurance Pty Ltd

ABN 46 091 731 225 AFSL No. 235666

Level 10, 1 Elizabeth Plaza North Sydney NSW 2060

P.O. Box 1329 North Sydney NSW 2059

Tel (02) 8913 1640 Fax (02) 8569 2065

Certificate of Insurance

BlueBlood Thoroughbreds (Aust) Pty Ltd

PO Box 6992

BAULKHAM HILLS NSW 2153

Date:Invoice No:

13.01.2019

I1045365

We confirm insurance has been arranged in accordance with the details shown belowand subject to the premium having been paid.

Class RUR - Bloodstock - SHQI Policy No. SRUK0000647/2019

Placed With Swiss Re International SE, UK Branch

Per Galileo Underwriting Agency LLP

30 St Mary Axe LONDON EC3A 8EP

Period 12.01.2019 to 31.01.2020

Reference: HQI HQI B0424 0327568/000 Page No. 1

Summary of Cover

BLOODSTOCK INSURANCE

--------------------

ASSURED: BlueBlood Thoroughbreds Australia Pty Ltd

and others for their respective rights and interests.

TYPE OF COVER: All Risks of Mortality

1 Description: Unnamed - All Too Hard x More Caviar

Year of Birth: 2017 Sex: Colt Use: Rearing/Training

Sum Insured: $ 144,000 Interest: 100 % State: NSW

TOTAL LIMIT OF

UNDERWRITERS

LIABILITY: $ 144,000

SITUATION: Whilst anywhere in Australia/New Zealand including transit

within and between said countries.

STANDARD CLAUSES INCLUDED IN YOUR POLICY:

----------------------------------------

Full Mortality as per Australian Wording LMA 3069

Agreed Value Clause

Surgical Operations Clause LMA5107

Terrorism Exclusion Endorsement NMA2920

Part Ownership Clause as agreed and held on file

Wobbler Clause NMA2878

12th January 2019

Carol Walsh

Blueblood Thoroughbreds

Po Box 6992


Dear Mrs. Walsh

RE: Training the 2017 All Too Hard out of More Caviar Colt

I, Gai Waterhouse & Adrian Bott, hereby agree to train the 2017 All Too Hard out of

More Caviar Colt from my stables at Randwick for the syndicate being formed by

BlueBlood Thoroughbreds in accordance with my standard terms of trade.

The colt is by Group 1 winning sire ALL TOO HARD, the half brother to champion race

mare, BLACK CAVIAR. All Too Hard entered stud in 2013 and in his young stud career

has done an outstanding job with 103 winners from 196 runners. His most notable stakes

horses are Villermont, Tarka and Unfair Dismissal.

The dam, More Caviar is by champion 2YO sire More Than Ready. She was a winner up

to 1200m and her dam, LOTTERIA, was trained by me. Lotteria won 8 races including

two Group 1’s being the AJC Flight Stakes and the VRC Myer Classic. She has done an

outstanding job in the breeding barn with 3 to race, all winners.

The colt passed all vet x-rays as low risk. BlueBlood Thoroughbreds, in my opinion have

bought extremely well with this outstanding individual. I rate him highly and recommend

him to any prospective buyer considering becoming an owner.

I look forward to having great success with him and this syndicate.

Yours Faithfully,

Gai Waterhouse & Adrian Bott

Trainers

PO Box 834, Kensington 1465

Stable Phone: 61 – 2 – 9662 1488, Phone all hours: 61 – 2 – 9962 4095 Email: [email protected]

Fax: 61 – 2 – 9662 6328

http://www.gaiwaterhouse.com.au/

http://www.gaiwaterhouse.com.au/

Blueblood Thoroughbreds (Australia) P/L

PO Box 6992Baulkham Hills BC NSW 2153

Tax Invoice

A.B.N.

A.C.N.

83 612 833 173

Date: 17/01/2019

Invoice No.: A5291

Your Order No: Customer ABN:A5291

Bill To: Ship To:

Ship Via:

Shipping Date:

Blueblood All Too Hard x More Caviar Ltd Blueblood All Too Hard x More Caviar Ltd

GST$0.00

$13,090.91

Total Inc GST:

Amount Applied:

$144,000.00

$0.00

Freight:

GST:

Balance Due: $144,000.00

Terms: C.O.D.

Comment:

Printed from MYOB www.myob.com.au

Page 1 of 1

Bank Details

Name: Blueblood Thoroughbreds

BSB: 012463

ACC: 460828386

DESCRIPTION AMOUNT CODE

Purchase of Horse $85,000.00 GST

Spelling Fees 48 days $1,440.00 GST

Accounting and Auditing Costs $2,727.27 GST

Company Establishment (including ASiC and setup costs) $1,593.64 GST

Prospectus Production, Legal reveiw and sign off and ASIC lodgement costs $3,605.45 GST

Print and Postage (over one years) $1,363.64 GST

Veterinary & Scoping Costs $2,406.36 GST

Mortality Insurance (1 year $144,000) $5,054.55 GST

Travel & Accommodation to Gold Coast x 3 staff (pro rata 6 horses) $727.27 GST

Advertising and Caital raising costs $13,636.37 GST

Directors professional advice, licence, process and document formation fees $4,545.45 GST

BBT Compliance management fees over one year $1,800.00 GST

Race Nominations (Geolden Slipper & Golden Rose, Blue Diamond, Magic Millions Race Series

$5,150.00 GST

Registration & Lodging Syndicate Fee $495.45 GST

Photographs/Footage - Pedigree Software Fee (Werks) Video footage, etc $1,363.64 GST

Code Rate GST Sale Amount

GST 10% $13,090.91 $130,909.09

Blueblood All Too Hard x More Caviar LtdABN: 90 630 977 221

Balance SheetAs At 17 Jan 2019

Assets 2019 2018Current Assets

Cash -

Accounts receivable

Inventory 144,000 -

Shareholder Receivables 144,000

Petty Cash -

Total current assets 288,000 -

Fixed (Long-Term) Assets

Long-term investments

Property, plant, and equipment

(Less accumulated depreciation)

Intangible assets

Total fixed assets - -

Other Assets

Deferred income tax

Other

Total Other Assets - -

Total Assets 288,000 -

[42] Liabilities and Owner's EquityCurrent Liabilities

Accounts payable 144,000

Short-term loans

Income taxes payable -

Accrued salaries and wages

Unearned revenue

Current portion of long-term debt

Total current liabilities 144,000 -

Long-Term Liabilities

Long-term debt

Deferred income tax

Other

Total long-term liabilities - -

Owner's Equity

Paid Capital 144,000

Unpaid Capital -

Retained earnings -

Other

Total owner's equity 144,000 -

Total Liabilities and Owner's Equity 288,000 - {42}

Prospect ClAccdunlants 1Chortered Accouniont Regisiered Compony Auditor

AUDITOR'S REPORT ON THE FINANCIAL STATEMENT OF BLUEBLOOD ALL TOOHARD X MORE CAVIAR LTD FOR THE PERIOO Er.rOiO 17 JANUARY 2019

SCOPE

I have reviewed the financial statement attached to the prospectus prepared by Blueblood All rooHard x More caviar Ltd for the period ended ll ,lanuary io{s.- I have bonouciea an inoepenoentaudit review of the supporting records in order to state ir'"tnlr, in all material respects, the financialstatement reflects the financial position of the compinv roiine b"tiod ended n J|iiarv zotg.OPINION

In my opinion, the financial information, for the purpose of this report and on the basis of supportingdocuments provided, gives a true and fair view'oithe position oiin" corp"nv ioiir,.period ended 17January 2019.

BASIS OF OPINION

I conducted my work in accordance with Australian auditing standards and guidelines. The work Iperformed in making this report consisted of checking tn" EuiGn"" supporting the information in thefinancial statement.

I planned and performed my work so as to obtain the information ano explanations necessary toprovide me with reasonable assurance that the financial statement had been properly prepared and isconsistent with the accounting policies of the Company.

DIRECTORS RESPONSIBILITY

The Directors of the 9gTfry are responsible for the preparation and fair presentation of theinformation contained in the financial statement aftached io tne frospectus. This includJ, ,-"int"iningan appropriate system of internal control.

EMPHASIS OF MATTER

I have not physically inspected the stock on hand (Allroo Hard x More caviar).

INDEPENDENCE

[n#:t'tg my review, I have complied with the independence requirements of the corporations

,LTimothy Paul MeehanCA / Registered Company AuditorProspect Accountants

Date: * {o^*t e-otq

PO Box 354, Bolwyn North, VlC, 3l04Suite 5, Level l, 74 Doncoster Rood, Bolwyn North, VlC, 3104

Telephone: 03 9859 gg73 Fqx: 03 9g59 gg37Emoil: tim@prospecloccounf onls. com. ou

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