BML_Prospectus

Brisbane Markets Limited ABN: 39 064 983 017

PROSPECTUS A non-renounceable rights issue to Eligible Shareholders of 1 New Share at an issue price of $2.50 per New Share for every 10 Shares held to raise up to $9,421,875.

A public offer of up to 543,750 New Shares at an issue price of $2.50 to raise up to $1,359,375 with provision to accept oversubscriptions up to a further 500,000 New Shares to raise up to a further $1,250,000.

This offer is not underwritten.

This Prospectus is important and it should be read in its entirety. If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, professional adviser, banker or accountant without delay.

This Prospectus is dated 2 June 2009.

important notice

IMPORTANT SECTION TITLE NOTICE TO GO HERE Lodgement This Prospectus is dated 2 June 2009 and was lodged with ASIC on that date. ASIC does not take any responsibility for the contents of this Prospectus.

No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Note to Applicants The Offers contained in this Prospectus do not take into account the investment objectives, financial situation and particular needs of the investor.

It is important that you read this Prospectus carefully and in full before deciding to invest in the Company.

In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the financial performance of the Company in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your stockbroker, solicitor, professional advisor, banker or accountant before deciding to invest.

Unless expressly stated in this Prospectus, no person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital or the payment of a return on the New Shares.

No person is authorised to give any information or make any representation in connection with the Offers 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 and the Directors.

This Prospectus does not constitute an offer or invitation in any place in which, or to any person whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the New Shares or either of the Offers, or to otherwise permit a public offering of New Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Electronic Prospectus This Prospectus is available in electronic form on the Internet via www.brisbanemarkets.com.au. The Offers constituted by this Prospectus in electronic form are available only to persons receiving this Prospectus in electronic form within Australia. Persons having received a copy of this Prospectus in its electronic form may, during the Entitlement Offer Period or Public Offer Period, obtain a paper copy of the Prospectus (free of charge) by telephoning the Company on (07) 3915 4200. Applications for New Shares may only be made on the Entitlement and Acceptance Form accompanying this Prospectus (in respect of the Entitlement Offer) or the Application Form attached to or accompanying this Prospectus

i

PROSPECTUS BRISBANE MARKETS LIMITED

(in respect of the Public Offer) in its paper copy form, or as downloaded in its entirety from the Company’s website: www.brisbanemarkets.com.au.

The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanies a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

Exposure period The Corporations Act prohibits the Company from accepting Applications in the 7 day period after the date of lodgement of the Prospectus. This period may be extended by ASIC by up to a further 7 days. This period is an Exposure Period to enable the Prospectus to be examined by market participants prior to the raising of funds. Applications received during the Exposure Period will not be accepted or processed until after the expiry of that period. No preference will be conferred on Applications received during the Exposure Period.

Short Form Prospectus This Prospectus is a Short Form Prospectus issued in accordance with section 712 of the Corporations Act. This Prospectus does not itself contain all of the information that is generally required to be set out in a standard document of this type but refers to other documents, the parts of which are deemed to be incorporated in this Prospectus. The parts of these documents deemed to be incorporated in this Prospectus are clearly indicated and provide guidance for investors as to the contents of the incorporated documents and where full text of the incorporated material may be obtained.

Photographs Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company.

Financial amounts Financial amounts expressed in this Prospectus are in Australian dollars unless otherwise indicated.

Glossary of Terms Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary of Terms.

General If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, professional adviser, banker or accountant without delay.

Securities offered by this Prospectus are considered to be speculative.

BRISBANE MARKETS

BRISBANE MARKETS LIMITED PROSPECTUS

ii

summary

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SECTION SUMMARY TITLE TO GO HERE SUMMARY OF THE OFFERS Key Dates (1) Record Date for determining Entitlements

29 May 2009

Entitlement Offer Opens

24 June 2009

Entitlement Offer Closing Date

24 July 2009

Public Offer Opens

24 June 2009

Public Offer Closing Date

24 July 2009

Expected Date of Allotment of New Shares Expected Despatch of Share Certificates Final Instalment Payment Date

7 August 2009 11 August 2009 30 April 2010

(1) T his timetable is indicative only and Applicants are encouraged to submit their Applications as early as possible. Brisbane Markets Limited has the right to close either or both of the Offers early or extend either or both of the Offers, to accept late Applications, or vary any other date or time, in each case without prior notice.

Key Offer Statistics Offer Price for New Shares (fully paid) (1)

$2.50

Initial Instalment - payable on Application

$1.25

Final Instalment - payable on 30 April 2010

$1.25

Number of New Shares Offered

4,312,500

(2) (3)

Total Proceeds from Offers (2)

$ 10,781,250

Total Number Shares on issue following Offers (2) (4) Market Capitalisation at the Offer Price Interest Bearing Debt

(1) (2)

(5)

42,000,000 $105,000,000 $ 60,190,636

Notes: (1) Offer Price and Market Capitalisation are based on the price of New Shares under the Offers.

(2) Excludes up to an additional 500,000 New Shares which may be issued under the Public Offer by way of oversubscriptions to raise up to a further $1,250,000.

(3) Subje足ct to rounding of Entitlements.

(4) Excludes 4 Industry Shares currently on issue and held by Brismark.

(5) Interest Bearing Debt is at 31 December 2008 and remains unchanged at 31 May 2009. Details of the Facility Agreement are set out in Section 9.1.

iii

PROSPECTUS BRISBANE MARKETS LIMITED

summary INVESTMENT HIGHLIGHTS Established Brand The Brisbane fruit and vegetable markets have been serving the needs of the fresh produce industry from the Brisbane Markets Site since 1964. As such, the “Brisbane Markets” is an established brand, well known within the fresh produce industry across Australia and widely recognised as one of Australia’s leading Central Markets.

Brisbane Markets Limited (BML) is responsible for owning, managing and developing the Brisbane Markets site.

Strong Business Base BML’s strength is built on the activities of the primary wholesalers that operate from the Brisbane Produce Market. The Brisbane Produce Market comprises the selling floors which serve a major role in providing a marketing and distribution hub for the fresh produce industry in South East Queensland.

BML also provides additional warehousing to meet the needs of industry stakeholders, operates the Brisbane Flower Market and a number of Retail Markets and provides a range of other services to stakeholders.

Attractive Financial Fundamentals BML has a strong revenue base and a strong balance sheet. Total operating revenues have grown from $18.65 million in the first full financial year of owning the Brisbane Markets Site in 2003/04 to $25.23 million in the 2007/08 financial year, representing an increase of 35.3% over a 4 year period. During this time, BML has delivered a consistent return to shareholders, whilst also positioning itself for the anticipated future growth and redevelopment of the Brisbane Markets Site.

Excellent Growth Prospects The opportunity for growth in BML’s revenue base is not limited to rental revenue, but includes multiple revenue streams which offer the Company added certainty and diversification in terms of the opportunities for growth which exist.

SUMMARY

BML has also consolidated its site area and maximised developable footprint so as to provide for planned and ongoing growth and redevelopment of the Brisbane Markets Site over the coming decade. The Company is well positioned to meet the future needs of the fresh produce industry.

BRISBANE MARKETS LIMITED PROSPECTUS

iv

chairman’s letter

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SECTION chairman’s TITLEletter TO GO HERE

Chairman’s Letter

Dear Investor

On behalf of my fellow Directors, I am very pleased to be able to offer you the chance to invest in a company that has already demonstrated an ability to deliver strong growth. Given its success to date, and the plans which the Company has in place, we believe that Brisbane Markets Limited has significant potential for further growth in providing infrastructure and delivering services and representation to stakeholders in the fresh produce and flower industries.

The Board has resolved to proceed with a two-tiered capital raising comprising:  the Entitlement Offer, being an offer to Eligible Shareholders on the basis of 1 New Share for every 10 Shares held at an issue price of $2.50 per New Share to raise up to $9,421,875; and  a public offer of up to 543,750 New Shares at an issue price of $2.50 to raise up to $1,359,375 with provision to accept oversubscriptions of up to a further 500,000 New Shares to raise up to a further $1,250,000.

The capital raised will assist BML to progress a number of development projects to continue with the upgrading and development of the Brisbane Markets Site, in accordance with the Company’s Master Plan.

This is an exciting time for BML and the Offers provide an opportunity for existing shareholders, industry stakeholders and other interested parties to invest in the anticipated ongoing growth of the Company.

This Prospectus contains detailed information about each of the Offers and the Company and I encourage you to read it thoroughly before making an investment decision.

On behalf of the Board, I look forward to your continued support as an Eligible Shareholder or welcoming you as a new Shareholder.

Yours faithfully

Tony Joseph Chairman

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PROSPECTUS BRISBANE MARKETS LIMITED Page 4 of 74

table of contents

Investment overview

1

2

Details of the Offers

5

3

Industry overview

17

4

Business description

18

5

Board and management

28

6

Financial information

34

7

Independent Accountant’s Report

38

8

Risk factors

47

9

Material contracts

53

10

Additional information

62

Glossary

71

Corporate directory

73

Table of Contents

1

BRISBANE MARKETS LIMITED PROSPECTUS

vi

INVESTMENT OVERVIEW

Investment overview The information set out in this section is a summary only. It should be read in conjunction with the information contained in the remainder of the Prospectus.

1.1 Business overview Brisbane Markets Limited acquired the Brisbane Markets Site and business operation on 30 September 2002.

The Company is responsible for owning, managing and developing the Brisbane Markets Site.

As owner and manager of the Brisbane Markets Site, a core business function is the management of site facilities, services and buildings that are occupied by more than 140 tenants. Management and regulation of the Brisbane Markets Site, together with preservation of the Company’s infrastructure and rental income stream, is dependent upon contractual arrangements documented under leases between the Company and its tenants.

The Brisbane Markets Site comprises more than 30 buildings including multi-tenanted selling floors, multi-tenanted warehouses and sole occupancy warehouses, together with commercial and retail accommodation. The total lettable area of the Brisbane Markets Site, inclusive of land leases and exclusive of covered unloading areas, is approximately 153,693 m2. The management, maintenance and operation of the Brisbane Markets Site requires BML to employ a team of full time staff and contractors.

Tenants operate from within a number of designated areas within the Brisbane Markets Site including the Brisbane Flower Market, the South Gate industrial precinct, the Brisbane Markets Commercial Centre and the Brisbane Produce Market.

The Company has as tenants 54 primary wholesaling businesses, together with an additional 91 other businesses. The Brisbane Produce Market acts as a clearing house for produce which the primary wholesalers receive from growers/suppliers all around Australia who supply produce to one or more of the wholesalers. As a Central Market, wholesalers compete with each other in one location, each trying to get the best price for the produce they sell. Prices change on a daily basis, influenced by supply and demand, with factors such as size and quality also playing a part.

Approximately 900 Registered Buyers, including fruit and vegetable retailers, secondary wholesalers, provedores, food service businesses and exporters, source their fresh produce requirements from the Brisbane Produce Market. These Registered Buyers inspect the wide variety and range of products and compare various grades and prices to endeavour to obtain the best produce available at a fair market price on a given day.

The “Brisbane Markets” is part of a national horticulture industry which includes some 700 market wholesalers, 17,000 growing establishments and a diverse array of buyers servicing Australian consumers and export markets. Approximately 70% of Australia’s fruit and vegetable growing establishments supply product to a Central Market wholesaler as their primary means of marketing fresh produce, making the Central Market system an integral part of the fresh fruit and vegetable supply chain.

As such, the “Brisbane Markets” is a marketing hub for state-wide, interstate and international distribution of fresh fruit and vegetables, and a regional hub for the marketing and distribution of flowers and other ancillary products.

The Company’s plans for the ongoing growth and development of the Brisbane Markets Site have been documented in a Master Plan that was issued in December 2007. The release of this Prospectus responds to the opportunities for further growth as detailed in the Master Plan in the short to medium term and in meeting the needs of industry stakeholders.

Since gaining ownership of the Brisbane Markets Site, the Company has grown the site, maximised the developable footprint and laid the foundations for further growth.

1

PROSPECTUS BRISBANE MARKETS LIMITED

1 1.2 Company highlights Set out below are the key recent achievements reached by BML in upholding its mission to provide infrastructure and services to facilitate the development and operation of a world-class marketing and distribution hub for fresh produce and flowers: (a)

Key achievements of BML reported in the 2007/08 financial year were:

• T he market value of BML’s investment properties recorded a $6.12 million net increase for the year ended 30 June 2008, including the value of the Brisbane Markets Site increasing to $128.15 million.

• T he Company recorded another strong year in revenue generation with an increase in Group Revenues (excluding revaluation revenue) of 6.9% from the 2006/07 financial year.

• A rights issue to eligible shareholders was fully subscribed and raised $9.96 million. These funds have been applied by the Company in progressing a range of capital expenditure projects.

• P ayment of an annual dividend of 9 cents per Share fully franked plus a special dividend payment of 0.5 cents per Share fully franked. This resulted in a total dividend of 9.5 cents per Share compared to a total dividend of 9 cents per Share in the 2006/07 financial year.

• T he Brisbane Produce Market recorded annual trade in excess of 570,000 tonnes, up by 3.9% on the throughput for the 2006/07 financial year.

• M aintaining 100% occupancy rate for warehouses and selling floors, with 80% occupancy for commercial tenancies and 94% for retail tenancies.

• T he purchase from QDPI of 9.7 hectares of land adjacent to the existing South Gate precinct for a purchase price of $7 million.

• E xecution of a contract to purchase 1.74 hectares of land at Larapinta, Brisbane, for a purchase price of $4.982 million.

• The Retail Markets recorded an increase in revenue generation of 3% from the 2006/07 financial year.

(b) Key achievements of BML reported in Half-Year Ended 31 December 2008 were:

• T he Brisbane City Council (BCC) approved the Operational Works Applications relating to the new western access road, car parks and building platform to the west of the existing IGA Fresh Distribution Facility.

• The development of the $33 million 16,089 m2 warehouse and commercial office complex at South Gate East reached practical completion in August 2008, with the new facility officially opened on 23 September 2008.

• P lanning and design for the development of land purchased from QDPI in June 2007 (South Gate West) was progressed. The BCC issued its Decision Notice relating to the Development Application lodged in respect of the land in December 2008 and the Company progressed negotiations with the BCC in relation to seeking to amend a number of the conditions contained in that Decision Notice.

• T he purchase of land opposite the Woolworths Brisbane Regional Distribution Centre and within easy access of the Logan Motorway at Larapinta was finalised in July 2008.

• T he renewal of the Company’s finance facility with Westpac was completed, increasing the facility to $80 million to be used primarily for general corporate purposes which will include the financing of capital expansion projects.

• T he Retail Markets continued to provide a positive contribution to the Company. Opportunities to expand the Retail Markets trading hours are also being pursued with a six-month trial of a mid-week Twilight Market which commenced in April 2009.

BRISBANE MARKETS LIMITED PROSPECTUS

Investment overview

2

Investment overview

1 Section 2.4 of this Prospectus contains details of the current status of some of the projects being undertaken

by BML including those referred to above.

1.3 Summary financial information The table below summarises BML’s pro-forma adjusted historical financial information for three financial years ended 30 June 2006, 30 June 2007 and 30 June 2008 and half-year results for the six months ended 31 December 2008. Further details of BML’s financial information are set out in Section 6 of this Prospectus.

Summary financial information Half-Year ended

Financial Years ended

31 Dec 2008 (reviewed) $ million

30 June 2008 (audited) $ million

30 June 2007 (audited) $ million

30 June 2006 (audited) $ million

14.5

25.3

23.6

21.9

2.3

8.7

5.0

1.6

16.8

34.0

28.6

23.5

7.6

20.8

17.0

12.9

7.3

20.3

16.6

12.5

3.5

5.5

6.4

5.6

5.1

11.6

9.8

6.8

EPS (reported) (cents)

13.60

30.72

29.32

20.17

DPS (cents) (2)

4.75(2)

9.5

9.0

9.0

Total Operating Revenue Property Revaluation Total Revenue EBITDA EBIT Realised NPAT

(1)

NPAT (reported)

Note: (1) Realised NPAT (Net Profit After Tax) includes only the Company’s operating result, it excludes the impact of the revaluation of property.

(2) Dividends are paid in respect of financial year noted. Interim dividend is paid in March, final dividend is paid in October.

1.4 Capital structure The capital structure of BML at the completion of the Offers will be as follows: Capital Structure Existing Shares (1) New Shares Issued under Entitlement Offers

(2)

New Shares Issued under Public Offers (2), (3) Total issued Shares on completion of the Offer (3)

Number of Securities

% of Issued Capital

37,687,500

89.7%

3,768,750

9.0%

543,750

1.3%

42,000,000

100%

Note: (1) In addition to the 37,687,500 Shares currently on issue, there are 4 Industry Shares which are held by The Queensland Chamber of Fruit and Vegetable Industries Co-operative Limited (Brismark). Details of the rights attaching to the Industry Shares are set out in Section 10.4 of this Prospectus.

(2) The New Shares to be issued under this Prospectus will be partly paid shares with the Initial Instalment payable on Application and the Final Instalment payable on 30 April 2010.

(3) Excludes oversubscription of up to a further 500,000 New Shares which may be issued under the Public Offer.

3

1

1.5 Risk factors Applicants should be aware that there are risks associated with any investment in the share market. In addition, there are a number of both general and specific risks associated with an investment in the Company. A summary of identified risks is described in Section 8 of this Prospectus. Before deciding to invest in the Company, prospective investors should read the risk factors that could affect the future performance of the Company.

1.6 How to apply for New Shares Full details of each of the Offers are set out in Section 2, including details on how to apply for New Shares in the Offers. If you have any questions about how to invest in the Company, you should contact your stockbroker, solicitor, professional adviser, banker or accountant.

Before deciding whether to invest in the Company, prospective investors should read the entire Prospectus and, in particular, should consider the Financial Information contained in Section 6, the Independent Accountant’s Report contained in Section 7 and the risk factors contained in Section 8.

Investment overview

BRISBANE MARKETS LIMITED PROSPECTUS

4

Details of the Offers

2

Details of the Offers 2.1 Description of the Offers This Prospectus constitutes two separate offers by BML for a total of 4,312,500 New Shares (excluding oversubscriptions) for subscription at a price of $2.50 for each New Share, namely: (a)

the Entitlement Offer to Eligible Shareholders of 1 New Share for every 10 Shares held; and

(b) the Public Offer of up to 543,750 New Shares with provision to accept oversubscriptions of up to a further 500,000 New Shares.

A summary of the rights attaching to the New Shares is set out in Section 10.3 of this Prospectus.

The Offer Price for the New Shares is payable in instalments with: (a)

the Initial Instalment of $1.25 per New Share payable on Application; and

(b) the Final Instalment of $1.25 per New Share payable on 30 April 2010.

The total number of Shares after completion of the Offers will be 42,000,000, subject to any oversubscriptions being accepted by the Company. In addition, there will remain 4 Industry Shares on issue in the Company.

There is no minimum subscription under either of the Offers.

2.2 Entitlement Offer The Entitlement Offer is a non-renounceable rights issue of approximately 3,768,750 New Shares at an issue price of $2.50 per New Share, on the basis of 1 New Share for every 10 Shares held by Eligible Shareholders as at the Record Date.

Entitlements to New Shares are non-renounceable and therefore cannot be transferred.

The number of New Shares to which each Eligible Shareholder is entitled is shown on the Entitlement and Acceptance Form accompanying this Prospectus. This Prospectus is for the information of Eligible Shareholders who are entitled and may wish to apply for the New Shares. Fractional entitlements will be rounded to the nearest whole number.

Entitlements to New Shares can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions set out below and on the Entitlement and Acceptance Form.

Under the Entitlement Offer, Shareholders are not entitled to apply for any New Shares over and above their Entitlement. (a)

5

Important Dates for Entitlement Offer Record Date for the Offer

29 May 2009

Date of Prospectus

2 June 2009

Entitlement Offer Opening Date

24 June 2009

Entitlement Offer Closing Date

24 July 2009

Expected date of despatch of New Share Certificates

11 August 2009

Final Instalment Payment Date

30 April 2010

The Directors, subject to the requirements of the Corporations Act, reserve the right to:

• close the Entitlement Offer early without prior notice; or

• v ary any of the important dates set out in this Prospectus, including by extending the Entitlement Offer.

PROSPECTUS BRISBANE MARKETS LIMITED

2 (b) Directors’ Intentions in respect of their Entitlements Set out below is a table summarising each Director’s direct or indirect interest in Shares, the Entitlement of each Director and how they intend to treat their Entitlement.

Director

Shares

Entitlement

Intentions

1,293,750

129,375

To take up Entitlement in full

32,500

3,250

To take up Entitlement in full

0

0

-

Noel Greenhalgh

1,125,000

112,500

To take up Entitlement in full

Donald Jackson

17,000

1,700

To take up Entitlement in full

Anthony (Tony) Kelly

225,000

22,500

To take up Entitlement in full

Peter Tighe

866,250

86,625

To take up Entitlement in full

Peter Betros

22,500

2,250

To take up Entitlement in full

Anthony (Tony) Joseph Andrew Young Hon. Michael Ahern AO

(c)

Underwriting

The Entitlement Offer is not underwritten.

(d) How to accept your Entitlement

Eligible Shareholders may accept their Entitlement either in whole or in part.

The number of New Shares to which Eligible Shareholders are entitled is shown on the Entitlement and Acceptance Form which accompanies this Prospectus.

If Eligible Shareholders take no action in respect of their Entitlement they will have no right to subscribe for the New Shares pursuant to the Entitlement Offer.

The Offer Price of $2.50 per New Share is payable as follows:

(1) $1.25 per New Share on acceptance of part or all of your Entitlement; and

(2) $1.25 per New Share on 30 April 2010.

If Eligible Shareholders wish to take up all or part of their Entitlement, Entitlement and Acceptance Forms must be accompanied by a cheque for the amount of the Application Money - calculated by multiplying the number of New Shares applied for by the Initial Instalment.

Cheques should be in Australian currency and made payable to “Brisbane Markets Limited – Share Offer” and crossed “not negotiable”.

Payment will only be accepted in Australian currency and cheques which must be drawn on an Australian bank.

No stamp duty, brokerage or handling fees are payable by the Applicant for New Shares offered by this Prospectus.

BRISBANE MARKETS LIMITED PROSPECTUS

Details of the Offers

Entitlements to New Shares can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions set out on the Entitlement and Acceptance Form and forwarding the completed Entitlement and Acceptance Form together with the amount payable so as to reach the Company by no later than 5.00pm (AEST) on the Entitlement Offer Closing Date.

6

Details of the Offers

2 ?

Completed Entitlement and Acceptance Forms and accompanying cheques should be lodged at or forwarded to the following address:

By Mail

OR

Brisbane Markets Limited PO Box 80 Brisbane Markets Qld 4106

By Hand Delivery Brisbane Markets Limited Upper Level Brisbane Markets Commercial Centre 385 Sherwood Road Rocklea Qld 4106

The amount payable on Application will not vary during the period of the Entitlement Offer.

Eligible Shareholders however should note that a further instalment of $1.25 will be payable on 30 April 2010. Application Money will be held in trust in a subscription account until allotment of the New Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Application Money will be retained by the Company irrespective of whether allotment takes place. (e)

Allotment and allocation policy

The Company will proceed to allocate New Shares and despatch of Share Certificates as soon as possible after the Entitlement Offer Closing Date.

In the case that there is less than full subscription by Shareholders of their Entitlements under this Prospectus, any New Shares which are not subscribed for under the Entitlement Offer, being the Shortfall Shares, will be added to and form part of the Public Offer and will be dealt with in the manner set out in Section 2.3 of this Prospectus.

Successful Applicants will be notified in writing of the number of New Shares allocated to them as soon as possible following the allocation being made.

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. (f)

Final Instalment

The amount of the Final Instalment is $1.25 per New Share. Shareholders who are registered as the holders of the New Shares on the Final Instalment Payment Date will be required to pay the Final Instalment by the Final Instalment Payment Date.

The Final Instalment Payment Date is 30 April 2010. The Company will not bring forward the Final Instalment Payment Date to an earlier date. The Company will not increase the amount of the Final Instalment. The Company will not accept payment of the Final Instalment until it is called. (That is, any payment of the Final Instalment before the Final Instalment Payment Date will not entitle the shareholder to dividends or voting rights attaching to a fully paid share until the Final Instalment Payment Date.)

If Shareholders do not pay the Final Instalment on the Final Instalment Payment Date the Company will take action to recover the amounts owing. While amounts are outstanding, voting and dividend rights will be suspended. The Company will also sell the New Shares of Shareholders who have not paid the Final Instalment on the Final Instalment Payment Date, in which case those Shareholders will be liable for any shortfall after the amount outstanding plus any applicable interest (calculated from the Final Instalment Payment Date) and the costs and expenses of the sale are deducted from sale proceeds. The Company may apply any proceeds from the resale of New Shares to pay up the amount of the Final Instalment plus any applicable interest.

7

PROSPECTUS BRISBANE MARKETS LIMITED

2 (g)

Overseas shareholders

The Company has not made investigations as to the regulatory requirements that may prevail in the countries, outside of Australia, in which the Company’s Shareholders may reside.

The distribution of this Prospectus in places outside of Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions.

Any failure to comply with those restrictions may violate applicable securities laws.

As at the Record Date, the Company did not have any Eligible Shareholders with registered addresses outside Australia.

2.3 Public Offer The Public Offer comprises the offer of 543,750 New Shares at an issue price of $2.50 per New Share with provision to accept oversubscriptions of up to a further 500,000 New Shares. Further, any Shortfall Shares under the Entitlement Offer will be deemed to be included in the Public Offer and the number of New Shares offered under the Public Offer will increase by the number of Shortfall Shares. (a)

Opening and Closing Date of the Public Offer Date of Prospectus

2 June 2009

Public Offer Opening Date

24 June 2009

Public Offer Closing Date

24 July 2009

Expected date of despatch of New Share Certificates

11 August 2009

Final Instalment Payment Date

30 April 2010

The Directors, subject to the requirements of the Corporations Act, reserve the right to:

• close the Public Offer early without prior notice; or

• vary any of the important dates set out in this Prospectus, including by extending the Public Offer.

(b) Underwriting

The Public Offer is not underwritten.

(c)

Applications

All applicants under the Public Offer should complete and lodge the Application Form, together with a cheque for the Application Monies, in accordance with the instructions set out on the back of the Application Form. Cheques should be crossed “not negotiable” and made payable to “Brisbane Markets Limited – Share Offer”.

The Offer Price of $2.50 per New Share is payable as follows:

(1) $1.25 per New Share on Application; and

(2) $1.25 per New Share on 30 April 2010.

Applications under the Public Offer must be for a minimum 2,000 New Shares in total and then in multiples of 500 New Shares.

BRISBANE MARKETS LIMITED PROSPECTUS

Details of the Offers

8

Details of the Offers

2 ? (d) Address for Application Forms Completed Application Forms and accompanying cheques should be mailed or delivered to:

By Mail

OR

Brisbane Markets Limited PO Box 80 Brisbane Markets Qld 4106

By Hand Delivery Brisbane Markets Limited Upper Level Brisbane Markets Commercial Centre 385 Sherwood Road Rocklea Qld 4106

Completed Application Forms must be received by BML no later than 5.00pm on the Public Offer Closing Date. An Application constitutes an offer to subscribe for New Shares under the terms and conditions set out in this Prospectus. BML reserves the right to vary the Public Offer Closing Date without notice. (e)

Distribution of Application Forms

An Application Form may only be distributed attached to a complete and unaltered copy of this Prospectus. Application Forms included with this Prospectus contain a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form.

BML will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete paper or electronic copy of this Prospectus, or if it has reason to believe that the Application Form or electronic copy of the Prospectus has been altered or tampered with in any way.

hile BML believes that it is extremely unlikely that during the period of the Public Offer the electronic W version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that this will not occur. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly from BML.

(f)

Allocation policy

The Company will not process any Application Forms until after the expiry of the Exposure Period.

The Board will proceed with allotment of the New Shares and transaction confirmation statements to the successful Applicants, as soon as reasonably practicable after the Public Offer Closing Date.

In the event that there is a shortfall in Applications under the Entitlement Offer, the Shortfall Shares will form part of and increase the number of New Shares offered under the Public Offer.

The Directors reserve the right to allocate any New Shares under the Public Offer at their discretion, so as to ensure that the objectives of the capital raising are met. Further, the number of New Shares to be issued as oversubscriptions in respect of the Public Offer will be at the discretion of the Board and the Board may refuse all or part of any Application in respect of oversubscriptions at their discretion.

BML and the Directors reserve the right to allocate the New Shares offered under the Public Offer in full on any Application, or to allocate any lesser number, or to decline any Application. Where no allotment is made, the amount tendered will be returned in full with the relevant Application Form. Where the number of New Shares allotted is less than the number of New Shares applied for, the surplus Application Money will be despatched to the Applicant within 21 days of the Public Offer Closing Date. Interest will not be paid on refunded Application Money. Any interest earned on Application Money prior to allotment or return will belong to BML.

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PROSPECTUS BRISBANE MARKETS LIMITED

2 In allocating any New Shares under the Public Offer, without limiting the discretion of the Directors, the Directors will have regard to the purpose of the Public Offer, which includes establishing a financial and ownership structure which will facilitate the continued expansion of the Company’s business.

As part of this purpose, the Directors will look to:

• promote participation in the Company throughout all sectors of the fruit and vegetable industry;

• broaden the shareholder base of the Company; and

• s ubject to the Corporations Act, enable smaller and medium-sized shareholders in the Company to increase their participation in the industry by increasing their holding.

If a shortfall in Applications does occur, the Directors will offer the shortfall of the New Shares to existing Directors, existing shareholders or third parties who are not presently shareholders of the Company at the discretion of the Board, at the Offer Price of $2.50 on the terms set out in this Prospectus.

To the extent that any of the Directors participate in any shortfall, it is considered that such participation would be reasonable on the basis that the terms of participation will be the same as if the shortfall were made available to unrelated third parties. (g)

Final Instalment

The amount of the Final Instalment is $1.25 per New Share. Shareholders who are registered as the holders of the New Shares on the Final Instalment Payment Date will be required to pay the Final Instalment by the Final Instalment Payment Date.

The Final Instalment Payment Date is 30 April 2010. The Company will not bring forward the Final Instalment Payment Date to an earlier date. The Company will not increase the amount of the Final Instalment. The Company will not accept payment of the Final Instalment until it is called. (That is, any payment of the Final Instalment before the Final Instalment Payment Date will not entitle the shareholder to dividends or voting rights attaching to a fully paid Share until the Final Instalment Payment Date.)

(h)

Overseas Applications

No action has been taken to register or qualify the New Shares or the Public Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia. The Prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, such an offer or invitation would be unlawful. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities’ laws.

Each Applicant will be taken to have represented, warranted and agreed that such person:

• i s an Australian citizen or resident in Australia, is located in Australia at the time of such Application and is not acting for the account or benefit of any person in the United States, a United States person or any other foreign person; and

BRISBANE MARKETS LIMITED PROSPECTUS

Details of the Offers

If Shareholders do not pay the Final Instalment on the Final Instalment Payment Date the Company will take action to recover the amounts owing. While amounts are outstanding, voting and dividend rights will be suspended. The Company will also sell the New Shares of Shareholders who have not paid the Final Instalment on the Final Instalment Payment Date, in which case those Shareholders will be liable for any shortfall after the amount outstanding plus any applicable interest (calculated from the Final Instalment Payment Date) and the costs and expenses of the sale are deducted from sale proceeds. The Company may apply any proceeds from the resale of New Shares to pay up the amount of the Final Instalment plus any applicable interest.

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Details of the Offers

2 ?

• w ill not offer or sell the Shares in the United States or in any other jurisdiction outside Australia or to a United States person, except in transactions exempt from registration under the United States Securities Act of 1933 as amended, and in compliance with all applicable laws in the jurisdiction in which such Shares are offered and sold.

2.4 Purpose of the Offers The purpose of the Offers is to support the continued growth of the Company’s business through the ongoing upgrading and development of the Brisbane Markets Site.

The Offers will raise gross proceeds of $10,781,250 (with provision to accept oversubscriptions to raise a further $1,250,000). Apart from paying the Offer expenses, these funds will be utilised by the Company in conjunction with debt finance, retained earnings and/or further capital raising funds to provide working capital to fund a range of development projects which may include all or part of the following: Indicative Construction Cost(1) (a) New western access road, car parks and building platform (Stages A & B)

$ 8.2 million

(b) Warehouse construction – west of existing IGA Facility (approx 4,200 m2 building)

$ 8.6 million

(c) Warehouse construction – adjacent to South Gate East Stage 1 (approx 2,500 m2 building).

$ 6.2 million

(d) South Gate West – Civil works/site development

$ 5.3 million

(e) Building F demolition/refurbishment (commercial offices) – establish new commercial precinct

$ 7.8 million

(f) Streetscape Upgrade (Commercial Centre/commercial precinct)

$ 2.0 million

(g) Contingency

$ 1.5 million

Indicative Total

$39.6 million

Funds raised under the Offers

$10.7 million

Balance to be met from debt and retained earnings and/or further capital raisings

$28.9 million

(2)

Notes: (1) These indicative costs (including the contingency) have been based on cost estimates provided by external consultants as well as the knowledge and experience of the senior management of the Company. These costs are preliminary estimates only and the actual costs of undertaking any one or more of these projects may differ substantially to the indicative costs above.

(2) Details of the Company’s debt funding arrangements are set out in Section 9.1 of this Prospectus.

Other projects identified for consideration by the Company in the medium term (3–5 years) include the construction of a warehouse on the land BML owns at Larapinta; and progression of Stage 1 of the redevelopment of the Central Trading Area (CTA).

BML’s Larapinta site comprises a land area of 1.7 hectares, just off the Logan Motorway and in close proximity to the Woolworths Brisbane Regional Distribution Centre.

Stage 1 of the CTA redevelopment project will require demolition of an existing Selling Floor building and the construction of a new purpose-built facility with a gross floor area of around 15,000 m2.

Planning regarding these three projects could be brought forward if there was sufficient justification for the Board to do so.

The projects listed in section 2.4 (a) to (f) of this Prospectus are either currently at various stages of being progressed, are under consideration or are planned to be progressed in the short to medium term, subject to a final feasibility assessment for the respective project. The current position as at the date of this Prospectus for each of the projects identified is as follows:

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PROSPECTUS BRISBANE MARKETS LIMITED

2 (a)

New western access road, car parks and building platform (Stages A and B)

This major project establishes a new access point into the Brisbane Markets Site off Sherwood Road.

The project will also provide new car parking areas and a building platform which plans to accommodate a new 4,200 m2 warehouse.

Approvals are now in place for progression of the Stage A of this project which includes construction of the car parks, building platform and part of the roadway. This work commenced in May 2009.

Stage B of the project involves the construction of the signalised intersection with Sherwood Road, along with street lighting and revegetation work to the west of new access road. Stage B will be progressed in conjunction with stage A.

The project is currently due for completion by December 2009 at a total estimated cost of up to $8.2 million.

(b) Warehouse Construction – west of existing IGA Facility BML has developed a design for a proposed 4,200 m2 refrigerated warehouse to be constructed on the building platform which will be developed as part of the New Western access road project (refer paragraph above), and in March 2009, lodged the required Development Application for the construction of this building with the BCC. The Directors estimate that finalising the outcome of the Development Application could take up to 6 months.

In May 2009, BML executed a Memorandum of Understanding with two parties interested in being tenants in this new warehouse.

Subject to obtaining all required approvals, the Directors anticipate that construction of this building will commence in 2010. (c)

Warehouse Construction – South Gate East – Stage 2

The last remaining site within the South Gate East precinct, totalling 6,339 m2, is now available for development and BML is in the process of identifying a prospective tenant.

BML has developed an indicative plan for a refrigerated warehouse with associated offices for this site and in April 2009, lodged a Development Application with the BCC for this development. The Directors estimate that finalising the outcome of this Development Application could take up to 6 months.

(d) South Gate West

he South Gate West site comprises the 9.7 hectare parcel of land acquired from the State Government T in June 2007 for a purchase price of $7 million.

A Development Application seeking BCC approval for a material change of use for this land and preliminary approval for Operational Works was lodged with the BCC on 30 October 2007.

Preliminary approval regarding the application was received in December 2008 and a subsequent application was lodged by BML with the BCC seeking to negotiate a number of the terms of the approval.

A Negotiated Decision Notice was issued by the BCC on 27 March 2009, with terms acceptable to BML.

he BCC’s approval will allow BML to progress the development of South Gate West for “Brisbane T Markets’” related purposes. The plans approved for the site include an internal roadway, areas for revegetation totalling 2.0 hectares, landscape buffers to the Oxley Common and building platforms which total 5.828 hectares (3.451 hectares is suitable for on-ground construction, while 2.377 hectares will require construction on piers).

BRISBANE MARKETS LIMITED PROSPECTUS

Details of the Offers

Subject to obtaining all required approvals, the Directors expect that construction of a building on this site will commence within 18 months.

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Details of the Offers

2 ?

Preparation of the required applications to gain BCC approval to develop the site in accordance with the Development Application will soon commence and the BML Board expects to consider the timing in relation to progressing with this next stage by the end of 2009. (e)

Building F Refurbishment

Building F was built in the early 1960s as a three-storey, mixed-use building. The top two floors existed as office space, while the ground floor was used as a packing and distribution area for fresh produce.

The building has a total floor area of some 4,000 m2.

hen BML purchased the Brisbane Markets Site in late 2002, Building F was identified as either W requiring demolition or refurbishment. It was run down, the middle floor was largely derelict, and the ground floor housed a number of wholesaling businesses in facilities that were run down and dated.

The top floor was a mix of old and semi-modernised offices tenanted at a “peppercorn” rent.

As a result, BML assessed the most suitable use for the building and established a direction in its Master Plan of refurbishing the building to create a new commercial hub servicing the “Brisbane Markets”.

Stage 1 of the refurbishment project has been to empty the building of tenants, which was finalised in May 2009.

Stage 2, the internal demolition work, more detailed planning and design of the building layout and external presentation, pre-leasing promotions and final feasibility analysis, is scheduled to be undertaken from May to December 2009. A contract to progress the internal demolition works is now in place.

Stage 3, the refurbishment work and leasing of the office areas, will be considered by the BML Board in 2010. (f)

Streetscape Upgrade (Commercial Centre)

In conjunction with the Building F refurbishment project, BML is proposing that a streetscape upgrading will occur in and around the existing Commercial Centre fronting Sherwood Road and in respect of the interface between the Commercial Centre and Building F. This project is expected to improve the visual appearance of the areas in the immediate vicinity of the existing Commercial Centre and Building F. No detailed planning has commenced in relation to this project as yet.

The allocated amount of $2 million is a budgeted figure for preliminary upgrading works and further expenditure will occur over time.

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PROSPECTUS BRISBANE MARKETS LIMITED

2 2.5 Dividend policy In March 2009, the Company declared and paid an interim dividend for the period ended 31 December 2008 of 4.5 cents per Share plus a special dividend of 0.25 cents per Share (total 4.75 cents per Share) fully franked.

Further details of the recent dividends declared and paid by the Company are as follows: INTERIM DIVIDEND Cents per Share fully franked (generally paid in March each year)

FINAL DIVIDEND Cents per Share fully franked (generally paid in October each year)

TOTAL DIVIDEND Cents per Share (fully franked)

2002/03

2.0 cents

4.0 cents

6.0 cents

2003/04

4.0 cents

4.0 cents

8.0 cents

2004/05

4.0 cents

4.0 cents

8.0 cents

2005/06

4.0 cents

4.0 cents plus special 1.0 cent

9.0 cents

2006/07

4.0 cents

4.0 cents plus special 1.0 cent

9.0 cents

2007/08

4.5 cents

4.5 cents plus special 0.5 cents

9.5 cents

2008/09

4.5 cents plus special .25 cents

To be determined

To be determined

financial year

Subject to the future financial performance of the Company and its operations as well as the ongoing future cash flow requirements of the Company (including funding required for existing and future projects), the Directors, subject to the Company’s position, intend to continue to aim to achieve a dividend payout ratio in the range of 50%-60% of Net Profits After Tax (excluding any property valuation and any “Mark to Market” adjustments) with all dividends expected to be fully franked.

The balance of retained earnings is expected to be used by the Company to assist in the ongoing funding of development projects.

Despite these intentions of the Directors, investors should be aware that the payment of dividends by the Company will depend upon the availability of distributable earnings, the Company’s franking credit position, operating results, available cash flows, financial condition, taxation position, future capital requirements, general business and financial conditions and other factors the Directors consider relevant. It is intended that the dividends will be franked to the greatest extent possible and whilst the Directors expect dividends to be fully franked, there can be no guarantee this will be the case.

A number of the factors which influence the ability to pay dividends are beyond the control of the Directors and accordingly no person, including the Directors, can give any assurance regarding the payment of dividends or the extent of franking on those dividends.

The ability to pay dividends will also depend on a number of other factors including the risk factors set out in Section 8, some of which are beyond the Company’s and Directors’ control.

BRISBANE MARKETS LIMITED PROSPECTUS

Details of the Offers

14

Details of the Offers

2 ?

2.6 Share Trading As an unlisted public company, BML’s shares are not traded on the Australian Securities Exchange or any other share trading exchange system. BML does, however, maintain a register of parties interested in buying shares in the Company and offers limited guidance in the process.

If a shareholder wishes to sell Shares in the Company and advises BML, the information will be circulated to all parties that have expressed an interest in buying Shares and the individuals concerned can then negotiate a price and progress the sale.

If a sale is finalised, BML’s share registry, Link Market Services Limited, must be sent a copy of the original signed transfer form so that the change of ownership can be recorded in the Company’s share register.

People interested in buying or selling shares in BML, or who need information in this regard, can register their interest by contacting Deborah Sherman at BML on (07) 3915 4200.

In the period from 1 July 2008 to 31 March 2009, there have been 18 transactions, representing 11 buyers, in which 1,805,500 shares in BML were traded at prices ranging from $3.00 to $4.10. The most recent prices achieved up until the commencement of this capital raising ranged from $3.65 to $3.70.

Notwithstanding these recent trades, shareholders and investors should be aware that there is very limited opportunity to trade Shares and it may be difficult to identify persons interested in acquiring Shares.

Further, due to the limited trading ability, there is no certainty as to the price that any sale of Shares may be transacted at. Further details in respect of these risks are set out in Section 8.

2.7 Offer Price New Shares are being offered under this Prospectus at the Offer Price of $2.50 (payable in 2 instalments), representing what is approximately a 30-35% discount given the market price achieved in the recent Share sales that occurred prior to the announcement of the Offers. The Offer Price also represents a premium of some 20% over the net asset backing per Share of $2.08 as at 31 December 2008. If the “Mark to Market” impact of interest rate swap transactions is excluded, the net asset backing per Share figure would be $2.36 (as at 31 December 2008) and the Offer Price would represent a premium of 6.0%.

2.8 Rights attaching to New Shares The New Shares will be partly paid shares with the Initial Instalment payable on Application and the Final Instalment payable on 30 April 2010. As a result, the New Shares will have different rights to the existing Shares on issue until such time as the New Shares are fully paid.

The rights attaching to the New Shares are detailed in the Constitution and a summary of those rights are set out in Section 10.3 of this Prospectus.

2.9 Taxation The Australian taxation consequences of any investment in New Shares will depend upon the investor’s particular circumstances. It is the obligation of potential investors to make their own enquiries concerning the taxation consequences of an investment in the Company. If you are in doubt as to the course of action you should follow, you should consult your stockbroker, solicitor, professional adviser, banker or accountant.

2.10 Investor enquiries If you require assistance to complete the Entitlement and Acceptance Form or the Application Form or require additional copies of this Prospectus you should contact the Company. If you are in any doubt as to whether to invest in BML, please contact your stockbroker, solicitor, professional adviser, banker or accountant.

15

PROSPECTUS BRISBANE MARKETS LIMITED

2 2.11 Withdrawal The Company, reserves the right not to proceed with the Offers (or either of them) at any time before the allocation of New Shares to successful Applicants. If either of the Offers does not proceed, the Company will return all Application Money received in respect of that Offer within 21 days of giving notice of its withdrawal.

Any interest earned on Application Money prior to withdrawal will belong to the Company.

2.12 Brokerage and commissions

Details of the Offers

No brokerage or commission is payable by Applicants on issue of New Shares under either of the Offers.

See Section 10.12 for details of various fees payable by BML.

BRISBANE MARKETS LIMITED PROSPECTUS

16

industry overview

3

industry overview The Company owns and manages the Brisbane Markets Site, which includes the Brisbane Produce Market, Brisbane Flower Market, Brisbane Markets South Gate and Brisbane MarketPlace Retail Markets.

The Brisbane Produce Market is one of six Central Markets in Australia that operate as a major wholesale marketing and distribution point of the nation’s fresh fruit, vegetables and, in some instances, flowers.

It is the centrepiece for the selling and distribution of fresh fruit and vegetable produce that is trucked, railed, shipped and flown from throughout Australia and overseas to the Brisbane Markets Site.

“Brisbane Markets” 54 primary wholesalers and an additional 91 other businesses act as a clearing house for growers and other suppliers of fresh produce and flowers from around Australia. Its wholesalers compete with each other in one location, each trying to get the best price for the produce they sell. Prices change on a daily basis, influenced by supply and demand, with factors such as size, quantity and quality also playing a part.

In relation to the Brisbane Produce Market, approximately 900 Registered Buyers, including fruit and vegetable retailers, secondary wholesalers, provedores, food service businesses and exporters, source their fresh produce requirements from the “Brisbane Markets”. These Registered Buyers inspect the wide variety and range of products available and compare various grades and prices to endeavour to obtain the best produce available at a fair market price on any given day.

The Brisbane Produce Market forms part of the national fresh produce industry. Horticulture industries in Australia (fruit, vegetables, nursery, turf, nuts etc) are said to have a gross value of production of some $7 billion, with some 17,273 production enterprises.

The vast majority of Australia’s fruit and vegetable growing establishments supply product, either directly or indirectly, to a Central Market wholesaler, while some 70% use a Central Market wholesaler as their primary means by which to sell their produce. This makes the Central Market system an integral part of the fresh fruit and vegetable supply chain.

Other Central Markets are located in Adelaide, Melbourne, Newcastle, Perth and Sydney.

Central Market tenants are active participants in all sectors of the supply chain. Information supplied by the Central Markets indicates that collectively, they provide the industry with a total throughput value of more than $5 billion (wholesale value).

17

PROSPECTUS BRISBANE MARKETS LIMITED

business description

4

4.1 Introduction The Brisbane Markets Site is located at Rocklea, just 11 kilometres from Brisbane’s CBD, and incorporates the Brisbane Produce Market, Brisbane Flower Market, Brisbane MarketPlace Retail Markets precinct and the Brisbane Markets South Gate industrial estate.

As Queensland’s only Central Market for fruit and vegetables, the Brisbane Produce Market is an important centre for the marketing and distribution of fresh fruit and vegetables, flowers and other ancillary products.

In the 2007/08 financial year, the Brisbane Produce Market recorded annual trade in excess of 570,000 tonnes of fresh produce, up by 3.9% on the throughput figure for the prior financial year. This produce was valued at more than $1.0 billion, up by more than 6% on the value figure for the prior financial year.

BML is the owner of the Brisbane Markets Site and is responsible for its ongoing management and development. BML operates on a commercial basis as an unlisted public company with in excess of 160 predominantly industry-based shareholders, including growers, wholesalers, secondary wholesalers, retailers and the industry organisation Brismark.

BML strives to provide international standard facilities and services at the Brisbane Markets Site.

These include facilities for fruit, vegetable and flower wholesalers, retailers, provedores, secondary wholesalers, food processors, transporters, exporters, industry organisations and market support businesses and services which assist and/or support the operation of these businesses within the “Brisbane Markets”.

The total asset value of BML as at 30 June 2008 was $161.5 million, while net profit after tax for the 2007/08 financial year was $11.5 million. The financial performance of BML has been strong, with the Company positioning itself for anticipated ongoing capital growth and consolidation of its role as a marketing and distribution hub for fresh produce, flowers and other ancillary products.

The half-year result to 31 December 2008 resulted in a net profit before tax of $7.336 million, including an increase in the value of investment properties held by $2.274 million to $160.6 million.

4.2 Mission and Objectives Mission The mission of the Company is to provide infrastructure and services to facilitate the development and operation of a world-class marketing and distribution hub for fresh produce, flowers and other ancillary products.

Objectives The primary objectives of BML are to: 1. Facilitate the efficient and effective operation of the “Brisbane Markets”.

2. Provide and maintain world-class infrastructure and services to facilitate the marketing and distribution of fresh produce, flowers and other ancillary products to domestic and international customers.

3. Enhance the services offered to customers and the role of the “Brisbane Markets” in the marketing and distribution of fresh and processed produce, flowers and other ancillary products.

4. Facilitate the ongoing growth and development of the “Brisbane Markets”.

5. Promote the role and importance of the “Brisbane Markets” and the benefits of fresh fruit and vegetables to the industry and consumers.

6. Provide effective and timely industry advocacy and representation.

7. Achieve satisfactory returns to shareholders.

BRISBANE MARKETS LIMITED PROSPECTUS

business description

18

business description

4 ?

SECTION TITLE TO GO HERE 4.3 Overview of Operations (a)

Overview

• “ Brisbane Markets” occupies 77 hectares of land at Rocklea, just 11 kilometres from the Brisbane CBD.

• I t incorporates the Brisbane Produce Market, Brisbane Flower Market, Brisbane MarketPlace Retail Markets precinct and the Brisbane Markets South Gate industrial precinct.

• A pproximately 570,000 tonnes of fresh fruit and vegetables pass through the Brisbane Produce Market each year.

• 5 4 primary wholesalers operate at the Brisbane Markets Site as well as an additional 91 other businesses.

• Up to 3,500 people work or do business at the Brisbane Markets Site on a daily basis.

• T he Brisbane Produce Market acts as a clearing house for growers and other suppliers of fresh produce from around Australia.

• The Brisbane Markets Site has a total lettable area in excess of 150,000 m2 including:

− 29 warehouse and five selling floor buildings covering a lettable area of more than 121,000 m2, with in excess of 83,000 m2 being temperature-controlled (including the new South Gate East warehouse);

− Land leases and licences covering an area of 24,371 m2;

− Commercial offices with a total lettable area of 4,170 m2; and

−B risbane Markets Commercial Centre, which houses a post office, bank, butcher, seafood outlet, food outlets, stationer, hairdresser, aquarium shop and a service station.

(b) Brands BML is the owner of the Brisbane Markets Site where the activities conducted are collectively referred to as the “Brisbane Markets”.

Subordinate to this overarching brand are a further four brands which are used to distinguish between core areas of operation within the Brisbane Markets Site. The Brisbane Produce Market is the specific name and brand given to the wholesale fruit and vegetable selling floors, known as the Central Trading Area. The Brisbane Flower Market is home to the wholesale/retail flower market. Brisbane MarketPlace is the brand of the Retail Markets initiatives and Brisbane Market South Gate is the market-related industrial development on the southern side of Sherwood Road.

4.4 Core strengths and strategies for future growth BML operates with eight core focus areas:

19

• Business Performance Analysis and Improvements;

• Master Plan Review and Delivery;

• Industry Representation and Development;

• Service and Business Development;

• Market Operations;

• Site Maintenance and Infrastructure Upgrading;

• Property Management; and

• Organisational Development.

PROSPECTUS BRISBANE MARKETS LIMITED

4 The specific objectives for each focus area are: (a)

Business Performance Analysis and Improvements

The ongoing success of BML depends on a continuing desire to improve all aspects of the business to deliver value to BML’s customers and shareholders and to maintain “Brisbane Markets” legitimacy in the fresh fruit and vegetable supply chain.

BML’s objectives are to:

• improve documentation of policies and procedures;

• improve the measurement of performance to provide greater feedback on areas for improvement;

• continue to ensure there are appropriate frameworks for risk management;

• continue to comply with corporate governance requirements; and

• extract the greatest possible value from information technology systems.

(b) Master Plan Review and Delivery

BML’s objectives are to:

• review and update the Master Plan document as appropriate;

• d eliver Master Plan outcomes on time, to agreed scope and to budget, within realistic capital expenditure and resourcing constraints;

• s upport customers through redevelopment by providing “fit for purpose” facilities to ensure their business continuity through the transition stages;

• continue to engage with customers to develop and adopt detailed transition plans;

• continue to refine and implement the Master Plan communication strategy for stakeholders;

• e nsure there is a “live” plan in place to continue to develop the Brisbane Markets Site to meet customers’ needs;

• engage all stakeholders to ensure all needs and ideas are canvassed;

• work with stakeholders to develop ideal facilities for the long term; and

• seek out new ideas and new technological approaches to produce a state-of-the-art facility.

(c)

Industry Representation and Development

BML is a successful, respected, industry recognised business. The continued development of the industry and its adaption to market forces will ensure the ongoing success of “Brisbane Markets” as a marketing and distribution hub and the growth of BML’s Retail Market activities.

BML’s objectives are to:

• promote consumption of fruit and vegetables to create demand for industry and market participants;

• promote the “Brisbane Markets” as a valuable player in fresh fruit and vegetable supply chain;

• d emonstrate ongoing value and create an image of BML as owner of the Brisbane Market Site to market participants;

• maintain strong communication channels with market participants;

BRISBANE MARKETS LIMITED PROSPECTUS

business description

The future success of the “Brisbane Markets” depends on the legitimacy of BML as a valuable player in the fresh fruit and vegetable supply chain. Continuing to upgrade site facilities and develop available property to meet customer needs and provide facilities for their growth is a key success factor.

20

business description

4 ?

SECTION TITLE TO GO HERE

• represent the industry in respect of topical and strategic issues of significance; and

• work with other industry stakeholders, for example Brismark.

(d) Service and Business Development BML is in a strong position for further growth through core property activities and market operational services and is now able to explore further revenue development opportunities through leveraging a range of internal capabilities.

BML’s objectives are to:

• grow revenue and profits by providing additional “value-add” services to our customers;

• understand information technology opportunities to support further advancement of market efficiencies;

• u nderstand the common needs of our customers and seek ways for BML to add value through leveraging our buying power, either alone or with other fruit and vegetable markets;

• ensure rigour in the evaluation of new opportunities;

• ensure new opportunities are well executed and monitored to deliver targeted outcomes;

• expand the Retail Markets conducted by Brisbane MarketPlace Pty Ltd; and

• w ork with Brismark to identify synergies which can create operational efficiencies and strategic benefits for the Company.

(e)

Market Operations

BML strives to provide a high standard of support for all “Brisbane Market” users.

BML’s objectives are to:

• provide a safe environment for all market participants;

• control access and provide security for users and facilities;

• maintain hygiene standards to support market activities;

• ensure disaster planning and evacuation preparedness is maintained; and

• e nsure BML’s operational standards are applied as new developments become operational, such as South Gate and all subsequent phases of the Master Plan.

(f)

Site Maintenance and Infrastructure Upgrading

“Brisbane Markets” continued success as a fresh fruit and vegetable trading hub relies on ensuring the Brisbane Markets Site is constructed and maintained to a high standard and continues to comply with evolving legislative demands and the evolving needs of customers.

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BML’s objectives are to:

• e nsure that the market facilities are developed and preserved and remain fit for purpose for current and future practices and market demands;

• ensure indicators are in place to measure site infrastructure and maintenance performance;

• document and formalise systems and procedures;

• ensure contractors are insured and monitored on site to protect staff and market users;

• ensure maintenance management systems are developed; and

• ensure contractor induction and controls systems are maintained.

PROSPECTUS BRISBANE MARKETS LIMITED

4 Property Management

hilst BML continues to strive to maintain the “Brisbane Markets” legitimacy as a valuable player in the W fresh fruit and vegetable supply chain, it must meet the needs of broad stakeholders and also achieve a satisfactory return on property assets.

BML’s objectives are to:

• manage existing leases and renewals to achieve the Company’s financial and non-financial targets;

• achieve target occupancy levels for existing and new site developments;

• e nsure tenant improvements are supported provided they are aligned with the Company’s objectives; and

• ensure site property valuations are periodically obtained.

(h)

Organisational Development

The key to BML’s ongoing success is its employees.

BML’s objectives are to:

• d evelop staff through support for training and skill development in areas of relevance to the ongoing operation and growth of the organisation; and

• create and enable a high performing culture that encourages accountability and rewards performance.

4.5 Strategies for growth BML’s strategies for future growth have centred on consolidating the area and footprint of the Brisbane Markets Site, gaining planning approval to maximise the buildable area within the Brisbane Markets Site, formulation of a Master Plan which maps out a plan to provide for the ongoing development of the Brisbane Markets Site, the development of services which can provide alternate revenue streams for BML and supporting initiatives which, directly or indirectly, promote the role and importance of the “Brisbane Markets”.

The strategies which BML has had in place have worked to deliver numerous successes to date including: (a)

The purchase of the former QDPI site totalling 9.7 hectares from the State Government in June 2007.

(b) The completion of the multi-tenant 16,089 m2 South Gate East development in August 2008. (c)

The purchase of 1.7 hectare development site at Larapinta in July 2008.

(d) BCC approval to progress with the proposed new western access road, car parks and building platform in May 2008, with subsequent operational works application approvals and commencement of the site works in May 2009. (e)

odgement of the Development Application relating to the QDPI (South Gate West) site in October 2007 L with a subsequent negotiated Decision Notice issued in March 2009.

(f) Lodgement of a Development Application to construct a 4,200 m2 warehouse on the new building platform to be constructed as part of the western access road development in March 2009. (g) Taking over the operation of what was the Sunday Trash and Treasure Market from a licensed operator in 2003. BML subsequently relaunched the Sunday Discovery Market and Saturday Fresh Market. In April 2009, a Wednesday Twilight Market was added on a 6 month trial as a further retail market tapping into the increasing trend to Retail Markets. (h) BML establishing itself as the operator of the Brisbane Markets Site LPG refuelling station in November 2004, with the provision of state-of-the-art facilities and a supply contract with Origin Energy. BML now provides LPG to over 80% of the LPG powered forklifts operated in the Brisbane Markets Site.

BRISBANE MARKETS LIMITED PROSPECTUS

business description

(g)

22

business description

4 ?

SECTION TITLE TO GO HERE (i) BML joining the contestable energy market in November 2003 and the resale of electricity at a margin to all BML tenants. (j) BML is developing a telecommunications offer for tenants (MX Connect) with plans to offer further options so as to include high-speed data and internet access. (k)

Promoting recognition of the role of the “Brisbane Markets” through the conduct of the Fresh Tastes retailer program which supports the effective operation of greengrocers, while the Queensland Kids Fresh Net program is conducted as a means of promoting the consumption of fresh fruit and vegetables by primary school children. Both these programs are conducted at a cost to BML, but are seen as a primary means by which to promote the image and brand awareness of BML and the Brisbane Produce Market brand, to engage and attract significant sponsorship and program funding from Brismark, (the wholesaling sector’s industry representative organisation) and as a way of promoting support for the role of the Brisbane Produce Market and the consumption of fresh fruit and vegetables.

4.6 Master Plan BML has established a Master Plan for the ongoing upgrading and development of the Brisbane Markets Site.

The Master Plan provides a conceptual plan for the consolidation of the Brisbane Markets Site and the progressive upgrading and development of the Brisbane Markets Site over a 10-12 year timeframe, commencing in December 2007.

The development of the Brisbane Markets Site in the manner contemplated under the Master Plan (see diagram on the next page), will result in the demolition of 15 existing older warehouse and selling floor buildings and the construction of a range of new buildings with an increase in the gross lettable area within the Brisbane Markets Site by more than 50%.

The capital raising being progressed under this Prospectus will assist BML’s progress in moving forward with the Master Plan.

23

PROSPECTUS BRISBANE MARKETS LIMITED

BRISBANE MARKETS LIMITED PROSPECTUS

business description

South Gate West site

New western access road and signalised intersection [see p12, para 2.4(a)]

New gatehouse and boom gate New carparking 605 car parks total

Proposed new warehouse [see p12, para 2.4(b)] Proposed future warehouse redevlopment

Proposed new warehouse [see p12, para 2.4(c)]

Proposed Commercial Centre Streetscape Upgrade [see p13, para 2.4(f)]

Proposed future commercial redevelopment

Building F - to be refurbished [see p13, para 2.4(e)]

Proposed Covered Buyer Parking

Proposed future Central Trading Area redevelopment -STAGE 2

Proposed future Central Trading Area redevelopment -STAGE 1

Proposed development/redevelopment

Existing warehouse buildings

4

24

business description

4 ?

SECTION TITLE TO GO HERE 4.7 Site Facts and Figures (a)

Property Management

BML operates the Brisbane Markets Site where there are 258 leases in place covering a lettable area of 153,693 m2.

The major tenant groups within the Brisbane Market Site are as follows: CATEGORY

LETTABLE AREA (m2)

Primary Wholesalers - Selling Floors

16,894

Primary Wholesalers - Warehouses

56,420

Secondary Wholesalers / Provedores

18,137

Retailer Warehouses

10,848

Warehousing and Distribution - Other

14,571

Flower Market Wholesalers

2,166

Commercial Offices

4,170

Retail Shops

4,028

Transporters – Warehouses

2,088

sub total - total lettable area of buildings

129,322

Land Leases

24,371

TOTAL LETTABLE AREA selling floors

153,693 16849

The lettable by category, is as shown in diagram below. warehouses area, allocated 56420 Provedores

18137

Retail w/h

10848

Lettable Area (153,693 m2)

other 14571 Primary Wholesalers - Selling Floors (11%) f l o w e r

2166

market Wholesalers - Warehouses (37%) Primary

12%

Secondary Wholesalers / Provedores (12%) offices conmercial

4170

retail shops Retailer Warehouses (7%) 4028

9%

transporteres and Distribution 2088 - Other (9%) Warehousing land leases

7%

24371

Flower Market Wholesalers (1%)

1%

Commercial Offices (3%)

3%

Retail Shops (3%)

3%

Transporters – Warehouses (1%)

1%

37%

Land Leases (16%)

16% 11%

25

PROSPECTUS BRISBANE MARKETS LIMITED

4 (b) Operations BML’s operations team provide for site access and security, cleaning and presentation of the Brisbane Markets Site and regulation of the activities within the Brisbane Markets Site. The data table below highlights the number of forklifts operating within the Brisbane Markets Site (370) and the number of registered forklift operators (878) as at 15 April 2009.

There are also currently some 964 Registered Buyers (fruit and vegetable retailers, food service operators, exporters, secondary wholesalers etc.), with 908 active as at 15 April 2009.

SITE FACTS AND FIGURES OPERATIONS DATA

As at 15 April 2009

FORKLIFTS Registered forklifts

324

Forklift operator permits issued

878

BUYERS Access cards active

908

MARKET USERS EXCLUDING BUYERS Access cards active

(c)

2,733

Site Maintenance

BML’s maintenance team and contractors are involved in keeping the Brisbane Markets Site fully operational, with an emphasis on maintaining infrastructure and services. The table below highlights a cross section of a number of the infrastructure services and facilities operated and maintained by BML: SITE INFRASTRUCTURE FACILITIES OPERATED AND MAINTAINED BY BML

Sewage Pumping Stations

22 9

Dock Levellers

115

CCTV Cameras

47

Fire Indicator Panels

30

Fire Extinguishers

85

Fire Hydrants

131

Fire Hose Reels

275

Electricity Meters

363

Water Meters

197

Trade Waste Meters

14

Public Toilet Blocks

19

BRISBANE MARKETS LIMITED PROSPECTUS

business description

Electrical Substations

26

business description

4 ?

SECTION TITLE TO GO HERE (d) Retail Markets Brisbane MarketPlace Pty Ltd, a wholly owned subsidiary of BML, operates the Saturday Fresh Market, the Sunday Discovery Market and as of April 2009 for a 6 month trial period, a Wednesday Twilight Fresh Market.

Retail Markets are popular with consumers and provide BML with an effective out-of-hours usage for part of the Brisbane Markets Site and an additional revenue stream.

The table below highlights a number of indicators for the Retail Markets and reinforces their value as an additional revenue stream for BML. RETAIL MARKETS PERFORMANCE

27

Half-Year to 31/12/08

Financial Year 2007/08

Financial Year 2006/07

Gross Revenue

$ 904,521

$1,745,057

$1,691,942

EBIT

$583,115

$1,071,625

$1,045,324

PROSPECTUS BRISBANE MARKETS LIMITED

board AND management 5.1 Board of Directors Anthony (Tony) Joseph (Chairman) Tony is a director of a number of private companies with interests in fruit and vegetable wholesaling and exporting and 42 years experience in the Brisbane Fruit & Vegetable Markets. Since 1975, Tony has been Managing Director of Alfred E Chave Pty Ltd, an established business with a long and successful history of trading in the Markets. Tony has been on the Board of The Queensland Chamber of Fruit and Vegetable Industries (Brismark) Executive since 1982, five of those years as President and was a longstanding member of the Brisbane Market Trust prior to corporatisation by the State Government. Currently Tony is heavily involved with the Brisbane Broncos Football Club and sits on the Queensland Committee of Men of League.

Anthony (Tony) Kelly Bachelor of Laws Tony is a qualified lawyer having graduated from the University of Queensland in 1984. His work in the legal profession included time as a judge’s Associate and commercial law experience with a leading Brisbane law firm. In 1987 he commenced with the Carter & Spencer Group where he remained until 2004, having been appointed a director from 1992. Tony has been involved in the fresh produce industry for over 20 years. He is also a former Director and President of Brismark and Director and Vice President of the Australian Chamber of Fruit and Vegetable Industries Limited. Tony is currently the Chairman of the Brisbane Lions AFL Football Club and Director of the Gladstone Ports Corporation.

Hon. Michael Ahern AO Bachelor of Agricultural Science, Honorary Doctorate of Queensland University of Technology Former Queensland Premier, the Hon. Michael Ahern, was a member of the Australian Department of Industry, Technology and Communications Ministerial Council for 3 years. While Minister for Industry, Small Business and Technology, Mr Ahern developed the first technology strategy for Queensland and was the State’s first technology Minister. Mr Ahern was also formerly Primary Industries Minister and a member of the Australian Fisheries Council, Minister for Health and Environment and State Treasurer.

Mr Ahern was appointed the Special Trade Advisor by the Queensland Government to promote Trade and Investment (now retired). He is Chair of the Australian Liver Foundation, Member of the Board of Governors of the ATSE Clunies Ross Foundation, Chairman of Directors of McIntosh Financial Planning Pty Ltd, Chair of the Family Care Friendly Society and Chair of the Family Care Medical Services Ltd.

Donald Jackson Don has had an extensive business career and over the past 21 years has held various positions including State Manager of Penfolds Wines, General Sales Manager and Director of Power Brewing Co., Chairman/Managing Director of DBCT Holdings, Chairman of the Mardi Jackson Foundation and Director of Sunshine Coast Turf Club and Sunshine Coast Helicopter Rescue Service.

In addition, Don has been actively involved with numerous sporting and recreational clubs and associations.

He is a Director and Life Member of the Brisbane Broncos Football Club and is a Hall of Fame member of the Queensland Restaurant and Caterers Association and Queensland Hotels Association.

Peter Tighe Peter is a director of a number of private companies with interests in fruit and vegetable wholesaling and marketing. His family has a long history in the “Brisbane Markets” and Peter is a second-generation member with 30 years’ experience in fruit and vegetable wholesaling. For the past 25 years, he has been Managing Director of J H Leavy & Co and he is also a director of the newly formed Brisbane Racing Club. Peter was a director and vice president of the Australian Chamber of Fruit and Vegetable Industries Limited and since 1998, has also been a director of Brismark.

BRISBANE MARKETS LIMITED PROSPECTUS

board AND management

5

28

5 ?

SECTION TITLE TO GO HERE

board AND management

Noel Greenhalgh Noel has a comprehensive knowledge of the fruit and vegetable industry, having been Managing Director of RW Pascoe, a leading “Brisbane Markets” fruit and vegetable wholesaling business since 1989. During this time he has been involved with all aspects of running this successful business. Born and raised in Ireland, Noel played professional soccer for his country at youth level before coming to Australia on a visa to play soccer in 1987 and staying on. Noel has also been a director of Brismark since 2000.

Peter Betros Bachelor of Arts, Diploma of Education Peter has had an extensive career in the fresh fruit and vegetable industry, being a director of the Betros Bros group of companies since 1983. During this time he has been actively involved in all aspects of running this family-owned fruit and vegetable retailing, wholesaling and provedoring business, which employs more than 180 people.

Peter is a former director of the Brisbane Market Authority (1996 to 1999) and is currently a Director of the Australian Rugby League, the Queensland Rugby League and the Chairman of the South-East Queensland Division of the Queensland Rugby League.

Andrew Young (CEO) Bachelor of Commerce, Bachelor of Agricultural Science (Hons), Diploma of Corporate Management Andrew has a history of employment at a senior management level with extensive experience in policy formulation, service development and industry representation. His experience in the fresh produce industry includes engaging with the relevant agencies within the State and Federal Government and addressing national issues through both The Australian Chamber of Fruit and Vegetable Industries and the Central Markets Association of Australia. He has had extensive involvement in relation to the reviews of legislation impacting upon the operation of market wholesalers and the Central Markets, and an active involvement in addressing issues impacting on the marketing sector of the horticultural industry. His industry knowledge includes extensive research on Central Markets in Australia, Asia, Europe and the USA. Andrew played a leading role as part of the project team responsible for what became the successful bid to purchase the Brisbane Markets Site in 2002 and as CEO, coordinated the seamless transition of ownership of the Brisbane Markets Site to BML. He has worked to develop and progress the implementation of the Master Plan for the Brisbane Markets Site and as CEO of both BML and Brismark, has significant input into strategies contributing to the ongoing growth and success of the Brisbane Markets.

5.2 Senior Management As at 31 May 2009, BML employed 55 full-time and 1 casual staff, while Brisbane MarketPlace employed 1 full time and up to 30 casual staff to ensure the efficient operation of the Retail Markets.

In addition to the CEO, the Company has a management team of seven as follows:

Joy Williams – Finance and Administration Manager / Company Secretary Bachelor of Commerce, Graduate Diploma in Business Administration, CPA Joy has had an extensive career in senior management roles in both Finance and Operations areas. She has previously served as Chief Financial Officer in private enterprise organisations in the fields of transport, higher education and retail as well as State and Local Government Departments. She also filled the role of Director of Operations for a commercialised public sector transport entity, having responsibility for two large depots and workshops employing over 800 people.

Joy has been Company Secretary for private sector companies and served as an independent appointment on public sector audit committees as well as being a member of the CPA Australia Centre of Excellence for Strategic Business Management.

29

PROSPECTUS BRISBANE MARKETS LIMITED

5 Deborah Sherman – Executive Assistant Justice of the Peace (C. Dec) Deborah has worked in Executive Administration roles in both Brismark and BML and has been involved with the Company since its inception in 1994. Together with the CEO, whom she has worked alongside since 2000, Deborah was involved in the administration of the bid to purchase the Brisbane Markets Site and in conjunction with the Share Registry, Link Market Services Limited, has managed the Company’s share register and dealings since 2002.

Deborah has previously worked in executive administration roles in the private health sector and various State Government boards established to manage the sugar industry and distribute drought assistance to rural areas.

John Morrissey – Operations Manager John has been Operations Manager at BML since 2004. With around 20 direct and indirect staff, his key responsibilities include managing the facilitation of services to the “Brisbane Markets” inclusive of workplace health and safety programs, compliance with statutory requirements, risk mitigation assessments, incident investigation, ground maintenance, site security, waste management and general site upkeep.

John undertakes professional development courses necessary to update his knowledge in areas relevant to his position including Workplace Health & Safety, security, first aid and traffic control. His previous experience was within the transport and courier industry including roles as General Manager and Operations Manager.

Andrew May – Site Infrastructure Manager Bachelor of Engineering (Mechanical) Hons Andrew has been responsible for the maintenance and upgrading of the “Brisbane Markets’” infrastructure since 2003. He has been responsible for developing the maintenance department, overseeing the growth of infrastructure including power, data and telecommunications and has established a preventive maintenance program throughout the Brisbane Markets Site.

Andrew’s previous experience was in heavy engineering, design and plant maintenance. He has overseen projects such as foundry upgrades from inception through design and commissioning as well as the design and manufacture of pressure vessels for some of the region’s largest projects such as BP Refineries Clean Fuels upgrade, The Lihir Goldmine and the WMC Olympic Dam facility.

Tricia has worked for BML for 6 years. Initially employed as the Property Administrator, Tricia is now the Manager of a dedicated Property Department that was formed some two years ago to meet the growing needs of the Brisbane Markets Site.

During her time with the Company, Tricia has been instrumental in developing a suite of property documents, policies and procedures that provide the framework for property management. Previously employed in retail centre management, Tricia’s involvement in all facets of commercial property management and ongoing development projects at the Brisbane Markets Site has provided in-depth experience in the unique “Brisbane Markets” environment.

Ken Kay – Retail Markets Manager Ken has worked for BML since 2003. He was appointed to manage and develop the retail markets division of the Company and in that time, has overseen the growth of BML’s retail market activities including the recent introduction of the Wednesday Twilight Market.

Ken has a solid history in business management having previously held positions as National Accounting and Administration Manager for Yamaha Australia and Cost Accountant roles for O’Brien Glass and Cadbury Schweppes. Subsidiary businesses with which Ken was involved included boat manufacture, restaurant and marina management and motorcycles and marine accessory businesses. He has also worked on a Business Information and Reporting project with the Queensland Education Department.

BRISBANE MARKETS LIMITED PROSPECTUS

board AND management

Tricia Williams – Property Manager

30

board AND management

5 ?

SECTION TITLE TO GO HERE Ann-Marie Johansen – Marketing & Communications Manager Bachelor of Business (B.Bus), Double Major Marketing and Management Justice of the Peace (JP Qual).

Ann-Marie has over a decade of senior marketing experience. Her previous senior marketing roles have been with national companies in the retail sector, including furniture and electrical retailer Megamart and fresh food retail franchising as Marketing Manager of both Eagle Boys and Lenard’s.

In addition Ann-Marie has extensive experience in marketing strategy, advertising and promotion, research, branding, media buying, public relations and retail franchising.

5.3 Organisational Structure Shareholders (162) Board of Directors (8) * Chief Executive Officer

Executive Assistant

Property Manager

Finance & Administration Manager

Executive Admin/ Assistant

Assistant Property Manager

Management Accountant

Receptionist Admin Assistant

Buildings Inspections Officer

Finance Accountant

Service Development Manager

Site Infrastructure Manager

Retail Markets Manager

Marketing & Communications Manager

Operations Manager

Supervisor Maintenance

Retail Markets Supervisor

Marketing & Communications Coordinator

Assistant Operations Manager

Site Technical Officer

Senior Technicians x2

Electrician

Assistant Accountant

Site Maintenance Officer Purchasing

Technicians x5

Accounts Administration Assistant

Site Maintenance Admin Officer

Supervisor Site Operations Supervisor (Night) x 1 Supervisor (Day) x 1 Market Officers x 13

Cleaners x 5

Ops Assistants Field x 2 Ops Admin Assistant

*The Board of Directors includes the CEO. Gate Entry Casual

31

PROSPECTUS BRISBANE MARKETS LIMITED

5 5.4 Corporate Governance The Board of Directors is responsible on behalf of the shareholders for the overall corporate governance of the Company, including direction and oversight of the Company’s business and affairs.

Board Composition The Board comprises 8 Directors being 7 non-executive Directors, being Anthony (Tony) Joseph, Mike Ahern, Don Jackson, Anthony (Tony) Kelly, Peter Tighe, Noel Greenhalgh and Peter Betros. The other director is the Chief Executive Officer, Andrew Young, as required by the Constitution.

The Constitution states that the number of Directors should be determined by the Company, but be not less than three and no more than eight at any time.

Role of Directors The Board of Directors is responsible for Corporate Governance matters. It has established principles under which the Board and management operate to ensure that business is carried out in the best interests of shareholders and other stakeholders, with proper sharing of responsibilities between Directors and management.

The Board is responsible for adopting business plans, investment strategies, corporate policies, budgets and the approval of longer term strategic plans for the Company, delegating management of the business and the implementation of Board strategies and plans to the Chief Executive Officer.

The Board also reviews and if appropriate, approves major capital expenditure, acquisitions and funding issues. It has the responsibilities of overseeing the audit and compliance functions.

Frequency of Meetings and Attendance The Board must meet at least 6 times per year and will hold as many additional meetings as the operations of the Company may require. Board meetings are scheduled to ensure as many Directors as possible are present at meetings.

Performance of Directors and Chief Executive Officer The performance of all Directors, the Board as a whole and the Chief Executive Officer is to be reviewed at least annually in accordance with the Company’s Corporate Governance guidelines.

Independent Professional Advice Each director has the right to seek independent professional advice at the Company’s cost, subject to the approval of the Chairman.

Committees of the Board To assist in the execution of the Board’s Corporate Governance responsibilities, the Board has established 3 committees with a non-executive Director as Chairman of each.

Finance and Audit Committee The Company has established a Finance and Audit Committee. The key matters which are dealt with by the Finance and Audit Committee include the review of:

• the appointment and continuation of external auditors;

• t he adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit;

• a ll areas of significant capital risk and the arrangements in place to contain those risks to acceptable levels;

• the effectiveness of management information or other systems of internal control; and

• the financial statements of the Company with both management and external auditors.

BRISBANE MARKETS LIMITED PROSPECTUS

board AND management

32

board AND management

5 ?

SECTION TITLE TO GO HERE The Finance and Audit Committee comprises 2 Directors, being Don Jackson and Andrew Young, with Don Jackson acting as Chair of the Finance and Audit Committee.

Legal and Compliance Committee The key areas of responsibilities for the Legal and Compliance Committee include:

• m onitoring legal and procedural issues to ensure the Company is complying with all regulatory requirements; and

• advising the Board regarding potential conflicts of interest and related policy matters.

The Legal and Compliance Committee comprises 2 Directors, being Anthony (Tony) Kelly and Andrew Young, with Anthony (Tony) Kelly acting as Chair of the Legal and Compliance Committee.

Remuneration Committee The key areas which will be dealt with by the Remuneration Committee include reviewing the remuneration policies and practices for the Company by taking into account market conditions and comparable market rates to attract, retain and motivate Directors, executives and employees of the highest calibre and quality.

The Remuneration Committee comprises 2 Directors, being Anthony (Tony) Joseph and Andrew Young, with Anthony (Tony) Joseph acting as Chair of the Remuneration Committee.

Ethical Standards The Company recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity.

All Directors and employees are expected to act in accordance with the law and with the highest standards of propriety.

33

PROSPECTUS BRISBANE MARKETS LIMITED

FINANCIAL INFORMATION

6

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. Accordingly, rather than contain all the information that may be required to be set out in a standard document of this type in relation to the Financial Report and Half-Year accounts of the Company, it incorporates by reference the specified information contained in:

• t he Half-Year accounts of the Company for the 6 month period ended 31 December 2008 lodged with ASIC on 26 March 2009;

• t he Financial Report of the Company for the year ended 30 June 2008 lodged with ASIC on 28 September 2008;

• t he Financial Report of the Company for the year ended 30 June 2007 lodged with ASIC on 15 October 2007; and

• t he Financial Report of the Company for the year ended 30 June 2006 lodged with ASIC on 30 October 2006,

(the Company’s Accounts).

The information incorporated by reference in this Prospectus will primarily be of interest to professional analysts and advisers. However the summary and information contained below is provided to investors generally to enable them to determine whether, in making an informed assessment of each of the Offers and the matters contained in Section 710 of the Corporations Act, they should obtain a copy of the documents.

The Company’s Accounts can be obtained, at no cost, from the Company’s registered office.

The information contained below is provided for the purposes of Section 712(2) of the Corporations Act. The Financial Report for each of the years ended 30 June 2008, 20 June 2007 and 30 June 2006 contain the following for the respective year:

• Directors’ Report;

• Auditor’s Independence Declaration;

• Independent Audit Report;

• Directors’ Declaration;

• Consolidated Financial Statements; and

• Notes to the Consolidated Financial Statements.

• Directors’ Report;

• Auditor’s Independence Declaration;

• Financial Report for the Half-Year ended 31 December 2008;

• Consolidated Financial Statements;

• Notes to the Consolidated Financial Statements;

• Directors’ Declaration; and

• Independent Auditor’s Review Report.

FINANCIAL INFORMATION

The Half-Year accounts for the period ended 31 December 2008 contain the following for that period:

BRISBANE MARKETS LIMITED PROSPECTUS

34

FINANCIAL INFORMATION

6 ?

SECTION TITLE TO GO HERE The results of the Group (on a consolidated basis) for each of the last 3 full financial years and the 6 months to 31 December 2008, are as follows: FINANCIAL RESULTS Half-Year ended 31 December 2008 (Reviewed) $

Financial Years ended 30 June 2008 (Audited) $

30 June 2007 (Audited) $

30 June 2006 (Audited) $

14,525,800

25,226,865

23,600,094

21,977,260

2,274,686

8,739,777

4,959,481

1,589,395

16,800,486

33,966,642

28,559,575

23,566,655

7,088,033

13,164,927

11,538,034

10,627,255

$9,712,453

$20,801,715

$17,021,541

$12,939,400

252,832

471,249

434,990

400,157

Net Profit Before Income Tax and Interest

9,459,621

20,330,466

16,586,551

12,539,243

Interest Expense

2,123,598

3,805,606

2,642,144

2,740,791

Net Profit Before Income Tax Expense

7,336,023

16,524,860

13,944,407

9,798,452

Income Tax Expense

2,209,587

4,948,166

4,123,126

2,949,216

Operating Revenues Increase in Value of Investment Properties Total Revenues Operating Expenses Net Profit Before Income Tax and Interest and Depreciation Depreciation Expense

Net Profit After Tax

$5,126,436

$11,576,694

$9,821,281

$6,849,236

Dividend Paid (final dividend)

(1)

$1,884,375

$3,182,500

$3,015,000

$2,680,000

Total Assets

(2)

173,954,532

161,526,886

119,093,524

110,767,129

95,350,216

75,520,269

51,447,351

50,018,753

Total Liabilities

(2)

Total Equity

(2)

78,604,316

86,006,617

67,646,173

60,748,376

Earnings per share (EPS)

(3)

13.60 cents

30.72 cents

29.32 cents

20.17 cents

EPS adjusted for revaluation impact

(3)

9.38 cents

14.48 cents

19.25 cents

17.12 cents

Net Tangible Assets per Share (NTAS)

208.57 cents

228.21 cents

201.92 cents

181.34 cents

NTAS adjusted for equity reserve adjustment (2)

236.81 cents

Notes: (1) Final dividend for the 2007/08 financial year was paid on 17 October 2008. The interim dividend for 2008/09 totalling $1,790,157 was paid on 27 March 2009, giving a total for the 2008/09 year of $3,674,532. Both these dividends were paid on 37,687,500 Shares.

(2) 2009 balance sheet figures reflect the impact of an unrealised negative equity reserve from “Mark to Market� calculations on interest rate hedges. The net impact of this reserve was $10,644,365 as at 31 December 2008.

(3) 2008 figures are based on increased contributed capital of 37,687,500 Shares while all other years are based on 33,500,000 Shares.

35

PROSPECTUS BRISBANE MARKETS LIMITED

6 REVENUE BREAKDOWN Half-Year ended

Financial Years ended

31 December 2008 $

30 June 2008

%

$

30 June 2007

%

$

30 June 2006

%

$

%

Rent

9,222,326

63%

15,488,309

61%

15,016,244

64%

14,309,541

65%

Service Revenue

3,304,990

23%

5,972,738

24%

5,305,711

22%

5,103,206

23%

Entry fees and parking

1,076,599

7%

2,077,737

8%

1,932,710

8%

1,588,880

7%

Retail markets

541,036

4%

1,188,326

5%

1,198,067

5%

693,981

3%

Other Income

380,849

3%

499,755

2%

147,362

1%

281,652

1%

$14,525,800 63%

100%

$25,226,865

100%

$23,600,094

100%

$21,977,260

100%

TOTAL Rentals and recoveries Service Revenue Parking and licences Revenue Retail markets Other Income

23% 7%

breakdown - half year to 31 december 2008 4% 3%

Rent (63%) Service Revenue (23%) Entry fees and parking (7%) Retail Markets (4%) Other Income (3%)

23%

63%

7% 4%

Approximately 37% of the Company’s total revenue is earned from non-rental activities. This includes service revenue (such as electricity and LPG), parking and licence fee revenue, licence fees from the Retail Markets operations conducted by Brisbane MarketPlace Pty Ltd and other sundry income.

BRISBANE MARKETS LIMITED PROSPECTUS

FINANCIAL INFORMATION

3%

36

6 ?

SECTION TITLE TO GO HERE

FINANCIAL INFORMATION

EXPENDITURE BREAKDOWN Half-Year ended 31 December 2008 $

$

%

$

%

23%

3,795,915

22%

3,203,815

22%

2,995,728

22%

Direct Costs of Services Provided

2,495,839

27%

4,763,112

27%

4,026,063

28%

3,705,876

27%

Property Expenses

879,986

9%

1,394,155

8%

1,329,317

9%

1,325,149

9%

Site Repairs and Maintenance

423,990

4%

952,999

5%

882,652

6%

695,748

5%

Other Expenses

1,177,321

12%

2,258,746

13%

2,096,187

14%

1,904,754

14%

$7,088,033

75%

$13,164,927

75%

$11,538,034

79%

$10,627,255

77%

2,123,598

22%

3,805,606

22%

2,642,144

18%

2,740,791

20%

252,832

3%

471,249

3%

434,990

3%

400,157

3%

$9,464,463

100%

$17,441,782

100%

$14,615,168

100%

$13,768,203

100%

Depreciation and Amortisation Expense Employment Costs

23% TOTAL EXPENSES

Direct Costs of Services Provided

27%

expenditure breakdown - half year to 31 december 2008

Property Expenses

9%

Repairs & maintenanc e

4%

Depreciatio n Expense

%

30 June 2006

2,110,897

Borrowing Costs

Interest Expense

$

30 June 2007

Employment Costs

Sub Total Operating Expenses

O t h e r Expenses

%

Financial Years ended 30 June 2008

12%

Employment Costs (23%) Direct Costs of

22% Services

9%

4%

Provided (27%)

12%

Property Expenses 3% (9%) Site Repairs and Maintenance (4%) Other Expenses (12%) Borrowing Costs (22%)

27%

Depreciation and Amortisation Expense (3%)

22%

23%

37

PROSPECTUS BRISBANE MARKETS LIMITED

3%

Independent Accountant’s Report 7.

7

Independent Accountants Report

27 May 2009 22 April 2009 The Directors Brisbane Markets Limited PO Box 80 The Directors BRISBANE MARKETS QLD 4106

Brisbane Markets Limited PO Box 80 BRISBANE MARKETS QLD 4106

Dear Directors

Dear Directors

INDEPENDENT ACCOUNTANT’S REPORT

INDEPENDENT ACCOUNTANTS REPORT 1 Introduction We prepared this Independent Accountant’s Report on historical and Pro-Forma financial information 1. have Introduction of Brisbane Markets Limited controlledAccountants entities (Brisbane or the Company) forfinancial inclusion in We have prepared thisand Independent ReportMarkets on historical and Pro-Forma information Brisbane Markets Limited entities (Brisbane Markets oroffer the to eligible a Prospectus datedofon or about 29 May 2009.and Thecontrolled Prospectus relates to an entitlement Company) for basis inclusion in a(1) Prospectus dated on or ten about Mayat2009.

Theprice Prospectus shareholders on the of one New Share for every (10)11held an issue of $2.50 per relates to an entitlement offer to eligible shareholders on the basis of one (1) New Share for New Share. is expected to issue raise approximately $9,421,875. everyThis ten (10) held at an price of $2.50 per New Share. This is expected to raise approximately $9,421,875.

In addition the Prospectus includes a new public offer of up to 543,750 New Shares at $2.50 to raise up to In addition the Prospectus includes a new public offer 543,750 New Shares at $2.50 to up to $1,359,375 with provision to accept oversubscriptions of upoftoupa to further 500,000 New Shares to raise raise up to $1,359,375 with provision to accept oversubscriptions of up to a further 500,000 New a further $1,250,000.

oversubscriptions .

This report does not address the rights attaching to the Shares to be issued in accordance with the This report does not address thethe rights attachingnor to the Shares to be of issued in accordance with opinion Prospectus, the risks associated with investment, forms the basis an independent expert’s the Prospectus, the risks associated with the investment, nor forms the basis of an independent with respect to a valuation of Brisbane Markets or a valuation of the Share issue price per the two expert’s opinion with respect to a valuation of Brisbane Markets or a valuation of the Share offers. issue price per the two offers.

We have not been requested to consider the prospects of the Company nor the merits and risks associated with becoming shareholder and accordingly not done of sothe andCompany do not purport do so.

We do not take We haveanot been requested to considerhave the prospects nor theto merits and risks associated with becoming shareholder accordingly not done soother and do notresponsibility purport responsibility for these matters orafor any matterand or omission in have the Prospectus, than for to do so. We do not take responsibility for these matters or for any matter or omission in the this Report.

Risk factors out in the Prospectus.

Prospectus, other are thanset responsibility for this Report. Risk factors are set out in the Prospectus.

2.

Scope of Work 2. Scope of Work Yourequested have requested BDO Kendalls & Assurance Pty to prepare for inclusion You have BDO Kendalls Audit &Audit Assurance (QLD)(QLD) Pty Ltd toLtd prepare for inclusion in theinProspectus the Prospectus a report which covers the following: a report which covers the following: (a)

Historical financial information. BDO Kendalls Audit & Assurance (QLD) Pty Ltd, are the

(b)

The Pro-Forma Balance Sheet of Brisbane Markets as at 31 December 2008, set out in

(a) Historicalappointed financial Auditor information.

BDO Kendalls Assurance (QLD) Pty Ltd, are the appointed of Brisbane MarketsAudit and & have reviewed the half-year financial report of Auditor the Company for the period ended December 2008. report The interim Sheet as period at 31 ended of Brisbane Markets and have reviewed the31half-year financial of the Balance Company for the December 2008, together with the significant accounting policies adopted by Brisbane 31 December 2008.

The interim Sheet as report. at 31 December 2008, together with the significant Markets, as detailed in theBalance Annexure to this accounting policies adopted by Brisbane Markets, as detailed in the Annexure to this report. the Annexure to this report.

The Pro-Forma Balance Sheet reflects theset financial (b) The Pro-Forma Balance Sheet of Brisbane Markets as at 31 December 2008, out in position the Annexure of Brisbane Markets after the Company has completed the capital raising, on the basis to this report.

The Pro-Forma Balance Sheet reflects the financial position of Brisbane Markets after the that the following transactions have occurred: Company has completed the capital raising, on the basis that the following transactions have occurred: •

The issue of New Shares under this Prospectus raising cash funds of $10,781,250 from the issue of 4,312,500 New Shares at $2.50 each.

Independent Accountant’s Report

Shares to raise up to a further $1,250,000.

The purpose of this report is to illustrate the financial position of Brisbane Markets as at 31 December 2008 The purpose of this report is to illustrate the financial position of Brisbane Markets as at 31 and to December provide investors with Pro-Forma Balance as at 31 December 2008 to include 2008 and toaprovide investors with Sheet a Pro-Forma Balance Sheet as atadjusted 31 December 2008 adjusted toand include pre-issue transactions andoversubscriptions. the capital raisings excluding pre-issue transactions the capital raisings excluding

Page 48 of 74

BRISBANE MARKETS LIMITED PROSPECTUS

38

Independent Accountant’s Report

7 ?

SECTION TITLE TO GO HERE

• T he issue of New Shares under this Prospectus raising cash funds of $10,781,250 from the issue of 4,312,500 New Shares at $2.50 each. The New Shares will be paid for in two instalments being $1.25 on application and $1.25 in April 2010.

• The payment of the issue costs with respect to this Prospectus which are estimated to be $170,000.

• The payment of a dividend of $1,790,157 on 27 March 2009.

• T he reclassification of interest bearing liabilities from a current liability to non-current liability following a funding facility renewal in February 2009. In addition as part of this funding renewal the total borrowing limit was extended to $80 million.

• T he revaluation of the Companies Interest Rate Swap Contracts at 7 April 2009. This resulted in a net reduction in the interest rate hedge reserve (after income tax benefits) of $4,768,652.

The above mentioned transactions, while expected to occur, have not yet all occurred. Actual transactions completed may differ to the transactions anticipated and mentioned in this report.

The Directors of Brisbane Markets are responsible for the preparation and presentation of the historical and Pro-Forma Financial Information, including the determination of the Pro-Forma transactions.

3. Historical Financial Information and Pro-Forma Financial Information as at 31 December 2008 In relation to the historical financial information, BDO Kendalls Audit & Assurance (QLD) Pty Ltd have conducted an independent review of the half year interim financial report as at 31 December 2008 in order to express an opinion on their preparation and presentation. The Company’s Directors are responsible for the interim financial report from which the information in the Annexure has been extracted.

In relation to the Pro-Forma Financial Information, BDO Kendalls Audit & Assurance (QLD) Pty Ltd have completed an independent review in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the Pro-Forma Balance Sheet is not presented fairly in accordance with the measurement requirements of Australian Accounting Standards, including Australian Accounting Interpretations, other authorative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, and the assumptions set out above. This review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

BDO Kendalls Audit & Assurance (QLD) Pty Ltd made such enquiries and performed such procedures as they, in their professional judgement, considered reasonable in the circumstances including: (a) Review of the financial statements and Pro-Forma transactions; (b) Review procedures applied to the financial data; (c) Review of workpapers, accounting records and other documents; and (d) Inquiry of Directors, management and others.

These review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards, the purpose of which is the expression of an opinion on the financial statements. Accordingly, they did not express such an opinion. The opinion expressed in this report has also been formed on the above basis.

4. Conclusion (a) Based on our review of the Pro-Forma Balance Sheet, as set out in the Annexure, nothing has come to our attention which causes us to believe that the Pro-Forma Balance Sheet does not present fairly the financial position of Brisbane Markets on the basis that all the transactions described previously in this report had taken place.

39

PROSPECTUS BRISBANE MARKETS LIMITED

7 (b) Based on our review of the interim half-year financial report as at 31 December 2008, nothing has come to our attention which causes us to believe that the interim half-year financial report does not present fairly the financial position of Brisbane Markets as at 31 December 2008 and its performance for the period ended on that date. (c) In our opinion, the Pro-Forma Balance Sheet has been properly prepared in accordance with the recognition and measurement principles prescribed in Accounting Standards, including Australian Accounting Interpretations, other authorative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 and the accounting policies adopted by Brisbane Markets described in the Annexure.

5. Subsequent Events Apart from the matters dealt with in the report, and having regard to the scope of our report, to the best of our knowledge and belief no material items, transactions or events outside of the ordinary business of Brisbane Markets have come to our attention which would require comment on, or adjustment to, the information referred to in our report or that would cause the information to be misleading or deceptive.

6. Independence Disclosure BDO Kendalls Audit & Assurance (QLD) Pty Ltd does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to this matter. BDO Kendalls Audit & Assurance (QLD) Pty Ltd has provided advisory services and will receive a professional fee for the preparation of this Report. The Directors of BDO Kendalls Audit & Assurance (QLD) Pty Ltd do not hold nor have any interest in any Ordinary Shares of the Company or its subsidiaries.

Consent to the inclusion of the Independent Accountant’s Report in this Prospectus in the form and context in which it appears has been given. At the date of this report consent has not been withdrawn.

7. General Advice Limitation This report has been prepared and included in the Prospectus to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor.

This report is not intended to take the place of any professional advice and investors should not make specific investment decisions in reliance on the information contained in the report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Yours faithfully BDO Kendalls Audit & Assurance (QLD) Pty Ltd

Damian Wright Director

BRISBANE MARKETS LIMITED PROSPECTUS

Independent Accountant’s Report

BDO Kendalls Audit & Assurance (QLD) Pty Ltd are the appointed Auditors for Brisbane Markets.

40

Independent Accountant’s Report

7 ?

SECTION TITLE TO GO HERE INDEPENDENT ACCOUNTANT’S REPORT ANNEXURE 1 BRISBANE MARKETS LIMITED PRO-FORMA BALANCE SHEET Consolidated Reviewed 31 December 2008

Note

Adjustments

Consolidated Reviewed Pro-Forma 31 December 2008

Cash and Cash Equivalents

2,972,530

2

3,430,468

6,402,998

Trade and Other Receivables

1,128,120

3

5,390,625

6,518,745

CURRENT ASSETS

Inventories Other Current Assets TOTAL CURRENT ASSETS

4,098

4,098

315,028

315,028

4,419,776

8,821,093

13,240,869

NON-CURRENT ASSETS Property, plant & equipment Investment Properties Future Tax Benefit Intangibles Assets

3,126,243

3,126,243

160,769,773

160,769,773

4,995,263

(2,043,709)

2,951,554

643,477

643,477

TOTAL NON-CURRENT ASSETS

169,534,756

(2,043,709)

167,491,047

TOTAL ASSETS

173,954,532

6,777,384

180,731,916

CURRENT LIABILITIES Trade and Other Payables Short Term Provisions Financial Liabilities Current tax liabilities TOTAL CURRENT LIABILITIES

4,296,806

4,296,806

161,400

161,400

60,190,636

(60,190,636)

-

(60,190,636)

4,866,434

408,228

408,228

65,057,070

NON-CURRENT LIABILITIES Other Long Term Provisions Financial liabilities

28,083

28,083

-

60,190,636

60,190,636

Deferred Tax liabilities

15,058,827

Interest Rate Hedges

15,206,236

(6,812,361)

8,393,875

TOTAL NON-CURRENT LIABILITIES

30,293,146

53,378,275

83,671,421

TOTAL LIABILITIES

95,350,216

(6,812,361)

88,537,855

NET ASSETS

78,604,316

13,589,745

92,194,061

10,611,250

51,192,560

15,058,827

EQUITY Contributed Equity Reserves

41

40,581,310

4

(10,644,365)

4,768,652

(5,875,713)

Retained Profits

48,667,371

(1,790,157)

46,877,214

TOTAL EQUITY

78,604,316

13,589,745

92,194,061

PROSPECTUS BRISBANE MARKETS LIMITED

7 BRISBANE MARKETS LIMITED Notes to the Half-Year Financial Statements and Pro-Forma Financial Report

1. Summary of Significant Accounting Policies Adopted in the Half-Year Financial Report Basis of Preparation of the Half-Year Financial Report This general purpose half-year financial report has been prepared in accordance with Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001.

This half-year financial report does not include all the notes of the type usually included in an annual financial report. It is recommended that this financial report be read in conjunction with the financial report for the year ended 30 June 2008 and any public announcements made by Brisbane Markets Limited during the half-year in accordance with any continuous disclosure obligations arising under the Corporations Act 2001.

The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes on assets as described in the accounting policies, using the same accounting policies as used in the annual financial statements for the half-year ended 31 December 2008. (a)

Principles of Consolidation

The consolidated financial statements are those of the consolidated entity, comprising the financial statements of the parent entity and of all entities which Brisbane Markets Limited controlled from time to time during the half-year and at balance date.

The financial statements of controlled entities are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies, which may exist. All inter-company balances and transactions, including any unrealised profits or losses, have been eliminated on consolidation. (b) Revenue Recognition Revenue from the sale of goods is recognised upon the delivery of goods to customers. Revenue from the rendering of a service is recognised upon delivery of the service to the customer.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and services tax (GST). (c) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and at banks, deposits held at call with financial institutions and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet. (d) Inventories

Inventories are measured at the lower of cost and net realisable value.

(e) Property, Plant and Equipment

Cost

Property, plant and equipment not classified as investment properties are initially measured at cost.

Cost includes expenditure that is directly attributable to the acquisition of the items.

BRISBANE MARKETS LIMITED PROSPECTUS

Independent Accountant’s Report

42

Independent Accountant’s Report

7 ?

SECTION TITLE TO GO HERE

Depreciation

The depreciable amounts of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives commencing from the time the asset is held ready for use.

The useful lives for each class of assets are:

2008

Plant and equipment

Carrying amount

3 to 25 years

2007 3 to 25 years

The carrying amount of property, plant and equipment (cost less accumulated depreciation) is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount from those assets. (f)

Investment Properties

Investment properties, principally land and buildings, are held for long-term rental yields and are not occupied by the consolidated entity. Investment properties are carried at fair value, representing open market value determined by an external valuer. Changes in fair value are recorded in the income statement as part of other income. (g)

Intangibles

Goodwill

Goodwill on consolidation represents the excess of the cost of an acquisition over the fair value of the consolidated entity’s Share of net identifiable assets of the acquired entities at the date of acquisition.

Goodwill is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is carried at cost less accumulated impairment losses.

Trademarks and licences

Trademarks and licences are recognised at cost and are amortised over their estimated useful lives, which range from 5 to 10 years. Trademarks and licences are carried at cost less accumulated amortisation and any impairment losses. (h)

Impairment of assets

Assets with an indefinite useful life are not amortised but are tested annually for impairment in accordance with AASB 136. Assets subject to annual depreciation or amortisation are reviewed for impairment whenever events or circumstances arise that indicate that the carrying amount of the asset may be impaired. An impairment loss is recognised where the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is defined as the higher of its fair value less costs to sell and its value in use. (i)

Taxes

Current income tax expense or revenue is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities.

A balance sheet approach is adopted under which deferred tax assets and liabilities are recognised for temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred tax asset or liability is recognised in relation to temporary differences arising from the initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

43

PROSPECTUS BRISBANE MARKETS LIMITED

7 Deferred tax assets are recognised for temporary differences and unused tax losses only when it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (j)

Employee Benefits

Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.

All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. (k)

Financial Instruments

Classification

The group classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired.

Management determines the classification of its investments at initial recognition and re-evaluates the designation at each reporting date.

Financial assets at fair value through profit or loss

Non-listed investments for which fair value cannot be reliably measured, are carried at cost and tested for impairment.

Held-to-Maturity Investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.

Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

Available-for-Sale

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investment in the equity of other entities where there is neither a fixed maturity or nor fixed or determinable payments.

Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

Derivative Instruments

Derivative instruments are measured at fair value. Gains or losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

BRISBANE MARKETS LIMITED PROSPECTUS

Independent Accountant’s Report

Investments in listed securities are carried at fair value through profit and loss. They are measured at their fair value at each reporting date and any increment or decrement in fair value from the prior period is recognised in the profit and loss of the current period. Fair value of listed investments is based on current bid prices.

44

7 ?

SECTION TITLE TO GO HERE

Independent Accountant’s Report

Brisbane Markets Limited and its Controlled Entities designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as the group’s risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in the hedge reserve in equity are transferred to the income statement in the periods when the hedged item will affect profit or loss.

Fair Value

Fair value is determined on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairments

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.

2. Pro-Forma adjustments - cash and cash equivalents Reconciliation of movement in Pro-Forma cash assets

$

Cash and cash equivalents at 31 December 2008

2,972,530

Proceeds from the issue of Shares pursuant to this Prospectus*

5,390,625

Payment of estimated issue costs with respect to this Prospectus

(170,000)

Payment of a Dividend on 27 March 2009

(1,790,157)

Pro-Forma cash and cash equivalents

6,402,998

* First Instalment payment of $1.25 on Application.

3. Pro-Forma adjustments - receivables Reconciliation of Trade and Other Receivables Trade and other receivables at 31 December 2008

1,128,120

Recognition of second instalment payment due in April 2010*

5,390,625

Pro-Forma receivables

6,518,745

* Shareholders who participate in the Rights issue and new shareholders will be committed to paying the second instalment payment due in April 2010. The Company will recognise a Receivable being $1.25 per issued share.

45

$

PROSPECTUS BRISBANE MARKETS LIMITED

7 4. Pro-Forma adjustments - issued capital Reconciliation of Pro-Forma issued capital Shares issued at 31 December 2008 Shares issued pursuant to this Prospectus Pro-Forma issued capital

No. 37,687,500 4,312,500 42,000,000*

* Does not include four (4) industry Shares held

Reconciliation of Pro-Forma issued capital

$

Issued capital at 31 December 2008

40,581,310

Proceeds from the issue of Shares pursuant to this Prospectus

10,781,250

Payment of estimated issue costs with respect to this Prospectus Pro-Forma issued capital

(170,000) 51,192,560

Independent Accountant’s Report

BRISBANE MARKETS LIMITED PROSPECTUS

46

Risk factors

8

SECTION Risk factors TITLE TO GO HERE 8.1 Introduction Potential investors in the Company should be aware that subscribing for New Shares involves a number of risks. The risk factors outlined in this section and elsewhere in the Prospectus should be carefully considered by investors when evaluating an investment in the Company.

Any of the factors set out in this section or any other factors identified in this Prospectus may materially affect the financial performance of the Company and the value of the Company’s Shares. To that extent, the New Shares carry no guarantee with respect to the payment of dividends, return on capital or the price at which those shares may be traded.

8.2 General risk factors Economic factors The operating and financial performance of the Company is influenced by a variety of general economic and business conditions including the levels of consumer confidence and spending, business confidence and investment, employment, inflation, interest rates, exchange rates, access to debt and capital markets, fiscal policy, monetary policy and regulatory policies. A prolonged deterioration in any number of the above factors may have a material adverse impact on the Company’s business and financial performance.

Acts of terrorism and outbreak of international hostilities Acts of terrorism or an outbreak of international hostilities may result in the withdrawal of investment by the Company’s key clients and thus result in a downturn in demand for the Company’s products and services.

This may adversely impact revenue and earnings of the Company and thus the value of the Company.

Regulatory risk Changes in relevant taxes, legal and administrative regimes and government policies both in Australia and overseas may adversely affect the operational and financial performances and the financial position of the Company. Any change to the current rate of income tax in jurisdictions where the Company operates will impact upon investor returns. Any change in the current rates of income tax applying to individuals and trusts will similarly impact on shareholder returns. In addition any change in tax arrangements between Australia and other jurisdictions could have an adverse impact on profit margins and the level of franking credits available to frank any future dividends.

In addition, the Company’s tenants operate under a regulatory framework which includes the mandatory Horticulture Code of Conduct. This regulation imposes a range of requirements on the transactions between fruit and vegetable growers and wholesalers. Any change to the Horticultural Code of Conduct may adversely affect the activities of BML’s tenants and therefore the operational and financial performance of the Company.

General market risks There are many risks associated with investing in a business of any kind and investing generally, whether it be the share market or some other investment vehicle.

As with all shares, there is no guarantee that you will get a return on your investment or that the New Shares will increase in value.

8.3 Specific risks The risk factors listed below are not exhaustive, therefore it is recommended that potential investors should read this document in its entirety and consult their professional advisers before deciding whether or not to subscribe for New Shares under either of the Offers.

The following are just some of the risks identified and which potential investors need to be made aware of when deciding whether or not to invest in the Company.

47

PROSPECTUS BRISBANE MARKETS LIMITED

8 Limited Share Liquidity As an unlisted public company, whilst the New Shares in BML will be freely tradeable (subject only to relevant statutory and other internal procedural requirements), it is not the Company’s intention that its shares be listed for quotation on an established stock market at least in the short term. As a consequence, shareholders may have difficulty identifying persons who may have an interest in acquiring or selling Shares in the Company from time to time.

In addition, as an unlisted public company, the only real basis upon which a value for the Company’s Shares can be attributed would be by reference to the Company’s overall net asset position, as opposed to a stock market quoted price – which would be the case if the Company’s Shares were quoted on a recognised stock exchange.

Profitability Future operating results depend to a large extent on the management’s ability to successfully manage anticipated expansion and growth. This includes rapid expansion of all aspects of the business operations, such as revenue forecasting, addressing new markets, controlling expenses, implementing infrastructure systems and managing the assets. The Company operates in a very competitive market. While there is a substantial amount of empirical evidence that the “Brisbane Markets” will continue to grow strongly, there is a possibility that the predicted growth may not eventuate. Inability to control costs, or an unpredictable slow down in the growth rates of revenues without the corresponding reduction in expenses or a failure to manage other issues arising from growth, could materially and adversely affect the Company’s operations.

Nor is there any guarantee that the Company will continue to be profitable, dividends will be paid or you will get a return on your capital. Any number of factors may influence the Company’s success, many of which will be out of the Company’s control.

Completion of the Offers If the Offers do not proceed or are not fully subscribed, the Directors of the Company will need to address the issue of alternative funding and what direction the Company will take in the future. If circumstances arise where the Company cannot raise the necessary additional funding as and when required, the Company may have to reduce the scope of its intended plans.

Further, the New Shares to be issued under this Prospectus will be partly paid. There is therefore a risk that the Company may not receive the Final Instalment in respect of all New Shares. Set out in Sections 2.2 (f) and 2.3 (g) are the steps the Company can take where the Final Instalment is not paid. Notwithstanding those rights of the Company, there is a risk that the Company may not recover the full value of the Final Instalment and will therefore need to identify and source alternative funding.

Reliance on Key Personnel

The loss of any of the key executives or personnel who have the technical know-how will, in all probability, have an adverse effect on the Company’s ability to maintain its growth and business activities. The Company has put in place contracts with key senior management which should help to prevent this from happening.

Should it become necessary that the Company’s rights need to be enforced under these employment agreements, the Company would necessarily incur legal costs, which can be expensive, in order to pursue the protection of its rights under these employment contracts. There is no assurance that the Company by taking such action, will be awarded all, if any, of the legal remedies it is seeking.

Management Actions The Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with the management team) endeavour to anticipate, identify and manage the risks that are inherent in the

BRISBANE MARKETS LIMITED PROSPECTUS

Risk factors

The Company’s success also depends on its ability to identify, attract, motivate and retain suitably qualified management and other personnel.

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Risk factors

8 ?

SECTION TITLE TO GO HERE activities of a company of this nature, but without assuming any personal liability for the above. They will, if possible, within their knowledge, experience and ability, eliminate, avoid and mitigate the impact of risk on the performance of the Company.

Reliance on Key Tenancies The Company has some 54 primary wholesalers and 91 other businesses as tenants within the Brisbane Markets Site. Of the leases held by these tenants, some 140 are due to expire on 31 August 2009 and will be subject to renewal (whether by exercise of an existing option or renegotiation). Set out in Section 9.5 is some summary information on the tenancies which comprise the major tenants based on annual rent.

Of these major tenancies, 24 individual leases are due to expire on 31 August 2009 (which form part of the 140 leases to expire referred to above) and are subject to renewal (whether by exercise of an existing option or renegotiation). There is a risk to the Company that if one of these key tenancies was terminated or not renewed at the expiry of the current term, the Company may not be able to re-tenant that particular area on terms as favourable as are currently in place, if at all. If this was to occur, there would be a material adverse impact on the financial position of the Company.

As at the date of this Prospectus, tenants had exercised their option to renew 124 of the 140 leases due to expire in August 2009.

Flooding The Brisbane Markets Site was inundated with floodwaters in the 1974 floods. While dam storages and flood mitigation works undertaken by the Brisbane City Council (BCC) and the State Government may reduce the risk of flooding in the future, the Company does not give any warranty as to such an event not occurring in the future, and any flooding of the Brisbane Markets Site may have a material adverse impact on the financial position of the Company.

Property Market/Construction Industry The level of buoyancy of the property market and construction industry may impact upon the assessed feasibility of projects and put at risk development works which do not meet the relevant assessment criteria.

If development works or projects are not progressed in the timeframes anticipated by the Company or the costs of any development are greater than expected by the Company, there may be a material adverse impact on the Company.

Development Approvals The Company operates under the town planning scheme adopted by the BCC. Ongoing growth and redevelopment of the Brisbane Markets Site is subject to BML gaining the relevant approvals from the BCC. Any delays in required approvals, failure to obtain approvals or any unfavourable conditions on approvals may have a material adverse impact on the Company. Further, some of the land owned by BML is in waterway corridors or wetlands areas and accordingly development in these areas may be restricted.

Fruit and vegetable marketing and distribution trends The supply chain involving the “Brisbane Markets” operates in a highly competitive industry. The Company does not issue any warranty that trends or changes within the industry will or will not impact on the demand for selling floor and/or warehouse space within the Brisbane Markets Site, which will in turn impact on revenues of the Company.

Additional Capital Requirements The Company will require additional funds in the future to achieve its objectives under the Master Plan.

There is no assurance that these funds will be available in the future, or if they are available, that they will be on commercially acceptable terms to the Company. If adequate additional funding is not available or acceptable on the Company’s terms, the Company’s business, financial performance and value will be materially and adversely affected.

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PROSPECTUS BRISBANE MARKETS LIMITED

8 The Company may decide to raise additional funds in the future through further capital raising. This may result in the Company issuing additional Shares in the Company to third parties who are not presently shareholders of the Company. As a result, existing shareholdings may be diluted.

Retention of Key Business Relationships The Company expects that its business will have a broad base but will however derive significant income and profit from a relatively small number of key long-term clients and business relationships. Any circumstances which cause the loss of one or more of these key business alliances could adversely impact on the operating results.

Expansion There is no guarantee that the Company will be successful in the expansion of its business or the completion of its projects, which may have an adverse effect on the financial position and growth of the Company.

Competition The Company operates in a niche area with competition coming mainly from the direct supply of fresh produce and flowers by growers to retailers. In addition, an element of competition exists between each Central Market, given the potential overlap in the areas serviced by the operators within each Central Market.

To a lesser degree, the establishment of supply chains direct from growers to consumers through the likes of ‘Growers Markets’ represents competition. Similarly, the establishment of off-market wholesaling and warehousing operations may constitute varying degrees of competition for the “Brisbane Markets” depending on how the business is sourcing the product it is selling and whether having this business located away from the Brisbane Markets Site represents an opportunity foregone by BML. If any of these competitive providers or supply chains were to increase their market share or new alternate supply chains arose, they could result in a material adverse impact on the financial position of the Company.

Contractual risks The Company’s ability to efficiently conduct its operations in a number of respects depends upon third party product and service providers. If these third party providers are unable or unwilling to supply and in the event that the Company is unable to secure alternative supplies on commercial terms, the Company may suffer material adverse effects.

Insurance risks The Company maintains insurance within ranges of coverage it believes to be consistent with industry practice and adequate in the circumstances. No assurance can be given that the Company will be able to obtain such insurance in the future at reasonable rates or that any coverage it arranges will be adequate. An inability to secure or maintain insurance may result in material adverse effects on the Company.

The Company will be exposed to operational risks present in the current business including risks arising from system failure, failure of security and physical protection systems, customer services, staff skills and performance, and product development and maintenance. Operational risk has the potential to have a material adverse effect on the Company’s financial performance and position as well as reputation. The Company will endeavour to take appropriate action or obtain appropriate insurance to mitigate these risks, however, certain residual risks will remain with the Company.

Intellectual Property Risks No assurance can be given that the value of the Company’s intellectual property rights will be completely protected, or the Company’s competitive position maintained by the legal protection afforded by a combination of copyright, trade secrecy laws, patent, confidentiality and other intellectual property rights. There can be no assurance that third parties or employees will not breach confidentiality agreements, infringe or misappropriate

BRISBANE MARKETS LIMITED PROSPECTUS

Risk factors

Operational risks and costs

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8 ?

SECTION TITLE TO GO HERE

Risk factors

the Company’s intellectual property or be able to produce a non-infringing competitive product or service.

Further, no assurance can be given that the third parties will not challenge the ownership by, or the rights of the Company to the intellectual property rights, or that if the Company is required to obtain a licence from a third party as a result of any infringement dispute, the Company will be able to obtain such licences.

Material Contract Risk The Company has supply contracts in place with Origin and AGL in relation to the supply of LPG and electricity requirements respectively. Both of these contracts expire in the last quarter of 2009 and will be subject to negotiation at that time. The Company will take reasonable steps to renew these contracts on favourable terms however, there is no guarantee that any terms offered to the Company will be the same or more favourable than the existing terms or indeed whether the contracts will be renewed at all. Further, the potential impact of Carbon Pollution Reduction Scheme (CPRS) legislation cannot be ascertained at this time and could have a material adverse effect on the Company’s ability to negotiate favourable contracts.

Finance Facilities Risk The Company renegotiated and extended its Facility Agreement for a two-year period in February 2009.

Details of the Facility Agreement are set out in Section 9. The Facility Agreement will be subject to renewal in February 2011 and the Company intends to aim to negotiate the Facility Agreement prior to that time.

There is no guarantee that a further facility will be available to the Company in February 2011 or whether any such facility will be on favourable terms, which would result in a material adverse impact on the Company.

There is no expectation that the Facility Agreement will not be replaced however the general economic position at that time (including the effects of the “Global Financial Crisis”) is unknown and could result in a material adverse effect on the Company’s results.

Interest Rate Swaps / Hedging The Company manages the risk associated with movement in interest rates through a mitigation strategy which includes the application of long-term interest rate swaps to hedge exposure. These swaps are applied to a percentage of the drawn down amount of the Facility Agreement, with the balance being subject to variable rates. The application periods of these swaps are 20, 15 and 10 years respectively.

The impact of the Global Financial Crisis on interest rate volatility has been unprecedented with the current cash rate being at a record low. As a result of this volatility and the application of International Financial Reporting Standards Australian companies which use swaps as a mitigation strategy are subject to Mark to Market requirements.

In times when interest rates are lower than the swap rates, these arrangements may have material adverse effects on the financial position of the Company. These impacts are unrealised but are recognised in the Company’s accounts through the application of hedge accounting and, provided the swaps are assessed as effective under the Standard, are taken up as equity reserve adjustments in the balance sheet. Further, where interest rates are higher than the Company’s swap rates, the net asset position of the Company may be overstated by unrealised gains which may not ultimately be realised.

Carbon Reduction On 10 March 2009, the Federal Government released its exposure drafts in respect of the proposed introduction of a Carbon Pollution Reduction Scheme (CPRS). On 4 May 2009, the government announced it would delay the start of CPRS until 1 July 2010.

At this time, it is difficult for the Company to accurately determine how the CPRS may impact on the Company and its business activities. However, the Company may be subject to requirements to obtain carbon pollution permits (and incur the associated costs of obtaining those carbon pollution permits) which may impact on the operations of the Company.

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8 8.4 Other risks The principal risks relating specifically to the New Shares offered under this Prospectus are that an Applicant may not be able to recoup his or her initial investment or that the Applicant may not receive the anticipated returns. More specifically, these risks are that:

• t he price at which the Applicant is able to sell the New Shares is less than the price paid due to changes in market circumstances;

• the Applicant is unable to sell the New Shares;

• t he Company is placed in receivership or liquidation making it reasonably foreseeable that Shareholders could receive none, or only some, of their initial investment; and

• the Company fails to generate sufficient profit in order to pay dividends.

In the event of insolvency, the holders of fully paid ordinary shares would not normally be liable to pay money to any person as a result, however holders of partially paid ordinary shares would remain liable for the balance of payments when due. An exception could occur where a distribution, such as a dividend, has been made to Shareholders in circumstances where the Company was unable at that time to meet the solvency test set out in the Corporations Act. In that case, a liquidator may call for a return of such distributions.

In the event of the Company being put into liquidation or wound up, all its creditors are entitled to be paid in priority to any return of capital to Shareholders. Once all creditors have been paid, Shareholders rank equally amongst themselves and are entitled to share in the distribution of any remaining assets in proportion to their shareholding.

Risk factors

BRISBANE MARKETS LIMITED PROSPECTUS

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Material contracts

9

material contracts The Directors consider the contracts summarised in this section to be material for the purposes of this Prospectus or to be relevant to a potential investor. Each contract appears in summary form only and is not fully described.

9.1 Finance Facility (a) Facility Agreement

ML has entered a cash advance facility with Westpac Banking Corporation (Westpac) (Facility).

B Under this Facility, BML may draw cash advances up to a maximum amount of $80,000,000 (Commitment) at any time during the term. The term of the Facility is from 24 February 2009 until 28 February 2011 unless otherwise agreed. At the end of the term, all moneys outstanding must be repaid by BML to Westpac. (See section 10.15).

The Facility is to be used for general corporate purposes. Details of the security provided in favour of Westpac under this Facility are set out in paragraph (b) below.

As at the date of this Prospectus, the outstanding amount under the Facility is $60,190,636.

Interest

Interest is generally payable at a variable rate equal to the BBSY bid rate as displayed by Reuters (Base rate) plus a margin.

However, BML may elect for a period of between 6 months and 2 years to have a fixed rate of interest applied. In these circumstances, if BML prepays an advance (or part of an advance) made at the fixed rate, BML must pay an amount to Westpac based on the cost or loss to Westpac to fund or maintain the advances at the fixed rate.

Interest periods may be selected by BML but must be 1, 2, 3, 4, 5 or 6 calendar months. If BML does not select an interest period, 3 months will be deemed to apply.

Fees

BML pays usual commercial fees under the Facility namely:

• an establishment fee; and

• an ongoing line fee.

Repayments

Each advance under the Facility must be repaid at the end of each interest period and may be redrawn.

If there is no actual or potential event of default then the amount that is to be repaid would automatically be redrawn at the end of each interest period.

If BML prepays an amount at any time before the end of the respective interest period then BML must pay break costs to Westpac calculated by applying the excess of the Base rate at the start of the interest period over the Base rate for the remainder of the interest period to the amount prepaid on a daily basis for the balance of the interest period.

Default

The Facility contains a number of representations, warranties, undertakings and events of default which are on generally accepted commercial terms for an agreement of this nature. Of particular note are:

53

(1) BML must hedge at least 70% of the drawings under the Facility for the term. Details of the interest rate swap agreements BML has entered in this regard are set out in paragraph (c) below;

PROSPECTUS BRISBANE MARKETS LIMITED

9

(2) BML must ensure that the total amount outstanding under the Facility does not exceed 60% of the value of the following property:

(A)

Lot 703 on RP 198160;

(B)

Lot 1 on RP 100245;

(C)

Lot 1 on SP 163313;

(D)

Lot 7 on SP 192424; and

(E)

Lot 6 on RP 191877.

(the BM Property);

(3) The ratio of EBIT (after excluding the impact of property revaluations) to interest expense must not be less than 2.25 times;

(4) The total tangible assets less the total liabilities must not be less than:

(A)

$60,000,000; or

(B) 85% of total tangible assets less total liabilities for the previous financial year,

whichever is the greater;

(5) BML must not make any distributions to shareholders or any related party (comprising dividends or principal or interest payments for shareholder loans) except distributions in any financial year which do not exceed the lesser of:

(A)

the equivalent of a return of 10% on the respective shareholder equity; or

(B)

100% of BML’s net profit after tax (excluding the impact of property valuations),

and provided no event of default or event which with the passing of time or notice would become an event of default is subsisting.

Review

Westpac is entitled to review the terms of the Facility in any of the following circumstances:

(1) BML becomes controlled by a person who did not control it when the Facility was established;

(2) there is any change to any lease of BM Property which in the reasonable opinion of Westpac may have a material adverse effect; or

(3) there is a change in the person acting as Chief Executive Officer of BML.

ollowing a review by Westpac under these provisions Westpac may require repayment of amounts F lent under the Facility and terminate any lending facility provided to BML unless arrangements are put in place to Westpac’s satisfaction.

(b) Security Arrangements

The obligations of BML under the Facility have been secured by:

(1) BML granting a mortgage over the BM Property in favour of Westpac;

(2) a fixed and floating charge in favour of Westpac over the current and future assets of BML;

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Material contracts

If there is a breach of any representation, warranty or undertaking or an event of default occurs, this may result in Westpac terminating the Facility and requiring BML to pay all or some of the money owing under the Facility.

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(3) a guarantee and indemnity from Brisbane MarketPlace Pty Ltd in favour of Westpac guaranteeing BML’s obligations under the Facility; and

(4) a fixed and floating charge in favour of Westpac over the current and future assets of Brisbane MarketPlace Pty Ltd.

(c) Interest Rate Swaps For the purposes of the Facility and to comply with its hedging obligations as discussed above), BML has entered the following swap transactions with Westpac:

(1) a 10 year interest rate swap in respect of $18,000,000;

(2) a 15 year interest rate swap in respect of 15,000,000; and

(3) a 20 year interest rate swap in respect of $20,000,000.

Each of these transactions is “fixed-for-floating” rate swaps based on the BBR-BBSY bid rate disclosed

by Reuters. In essence, BML “swaps” its obligations (to pay interest at a variable rate under the Facility Agreement) with a counterparty’s obligations to pay interest at a fixed rate. This gives both BML and Westpac certainty as to the future interest commitments which BML will be obliged to meet over the relevant periods for which the rate has been fixed (hedged).

The 10 year swap is an amortising facility which stands at $16,500,000 as at the date of this Prospectus.

The amounts payable under the hedging agreements are set off against each other every 3 months.

9.2 CEO Contract BML has entered into an Employment Agreement with Mr Andrew Young dated 10 October 2007. Mr Young acts as Chief Executive Officer of BML pursuant to this agreement.

The agreement is for an initial period of 5 years from 1 July 2007, however at the end of this 5 year period, if a subsequent agreement is not entered into between BML and Mr Young, the current agreement will automatically continue.

The remuneration payable to Mr Young is a base salary of $282,960 per annum plus superannuation benefits (calculated at the statutory rate but ignoring the minimum superannuation contribution base) as well as travel benefits, a motor vehicle, telephone and mobile phone, professional memberships and health benefits.

The total remuneration package is subject to annual review (but no reduction overall). Apart from annual adjustments consistent with the executive labour market and Mr Young’s particular role, his base salary is subject to an automatic adjustment for inflation at each anniversary of the initial term.

Mr Young also serves as the Chief Executive Officer of Brismark. There is a mechanism under the agreement for Brismark to contribute to the total remuneration payable by BML to Mr Young in a manner to be agreed

by BML and Brismark. If for any reason Brismark does not contribute to Mr Young’s remuneration, BML is obliged to meet all remuneration expenses.

In addition to his remuneration, Mr Young will be reimbursed by BML for all reasonable business related expenses he incurs.

Mr Young has all statutory paid and unpaid leave entitlements and, in particular, is entitled to take 5 weeks paid leave for each year of service to BML applied as follows: (a)

as to 4 weeks each year, to his statutory entitlement to paid annual leave; and

(b) as to the balance, to his statutory entitlement to paid long service leave (regardless of his minimum statutory long service leave entitlement from time to time).

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PROSPECTUS BRISBANE MARKETS LIMITED

9 Mr Young may terminate his employment in the following circumstances: (a)

after the initial 5 year term has expired, without cause by giving 6 months notice;

(b) at any time (including during the initial term) due to illness or incapacity (his own or a member of his immediate family or household requiring substantial care and support from him) by giving 3 months notice.

BML may terminate Mr Young’s employment in the following circumstances: (a) after the initial 5 year term has expired, without cause by giving 6 months notice or payment, in proportion to his then base salary, for any period of short notice; (b) at any time (including during the initial term) if in the reasonable opinion of the Board Mr Young’s work performance is unsatisfactory, subject to a performance management process being undertaken.

Upon termination for unsatisfactory performance, Mr Young is entitled to 6 months notice or payment, in proportion to his then base salary, for any period of short notice; and (c)

immediately, without notice, in the event of serious misconduct by Mr Young.

Subject to the requirements of workers compensation legislation applicable to work-related incapacity, either BML or Mr Young may terminate his employment at any time if Mr Young becomes incapacitated and is unable to fulfill the duties of Chief Executive Officer for a continuous period exceeding 3 months (after exhausting all entitlements to paid sick leave) or separate periods totalling more than 3 months in any 12 month period. In these circumstances, Mr Young is entitled to a termination benefit equal to 3 months of his then base salary.

9.3 Construction Contracts (a) South Gate East In January 2007 BML entered into a contract with McNab Constructions Australia Pty Ltd to develop Brisbane Markets South Gate East area. The development included the design and construction of a multi-tenanted warehouse and commercial office wing. The development of South Gate East was completed in late 2008 and the contract is currently in the Defects Liability Period which expires on 25 August 2009.

There are outstanding disputes occurring throughout the Defects Liability Period. These disputes relate to defects, variations and alleged delay and disruption claims. Further information in this regard is set out in Section 10.7.

The company holds a bank guarantee provided by McNab Constructions Australia Pty Ltd relating to End of Defects Retention, which guarantee expires on Thursday 25 February 2010.

(b) Stage A of Western Access Road, Car Parks and Building Platform BML entered a contract with Civil Unlimited Pty Ltd (contractor) on 14 April 2009 pursuant to which Civil Unlimited Pty Ltd will undertake Stage A of the civil works associated with the construction of the western access road, car parks and building platform. The works includes earthworks and the constructions of a bio-retention area, carpark pavement area, pavements, stormwater, drainage and associated works.

The contract is a lump sum contract in the amount of approximately $3.5 million (excluding GST).

BML is required to make monthly progress payments for the work undertaken to that time, together will all amounts then due under the contract and a final payment upon issue of the certificate of practical completion. The contracted works are expected to be completed by December 2009.

The contract is on standard terms and conditions for a contract of this nature and the Australian Standard (AS 2124-1992) General Conditions of Contract apply to the contract (as amended by the contract). The contractor is required to take out and hold various insurance usual in a contract of this

BRISBANE MARKETS LIMITED PROSPECTUS

Material contracts

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Material contracts

9 ? nature (including public liability insurance) and indemnifies BML against any claim, action or process for damage or injury which might arise during the progress of the work or during the prescribed maintenance period. There is a defects liability period of 12 months after the date of practical completion for all roadworks and drainage. BML indemnifies the contractor in respect of any claims in respect of the right of BML to construct the work under the contract at the relevant site.

The contractor is not permitted to assign the contract or any payment rights to a third party without the consent of BML. If the contractor commits a substantial breach of the contract and BML considers that damages may not be an adequate remedy, BML may give the contractor a written notice to show cause in accordance with the terms of the contract. BML may take out of the hands of the contractor all or part of the remaining work to be completed or may terminate the contract, if the contractor fails to show reasonable cause as to why BML should not do so.

If BML commits a substantial breach of the contract and the contractor considers that damages may not be an adequate remedy, the contractor may give BML a written notice to show cause in accordance with the terms of the contract. If BML fails to show reasonable cause, the Contractor may suspend the whole or any part of the work under the contract and if such suspension is not lifted after 28 days, the contractor may terminate the contract and may be entitled to recover any damages incurred by reasons of the suspension.

The parties also have termination rights where an insolvency event arises with respect to the other party. Any disputes which arise between the parties must be dealt with in accordance with the dispute resolution provisions set out in the contract prior to commencing proceedings, except in the case of seeking to enforce payment or seeking urgent injunctive or declaratory relief.

It should be noted that this contract only relates to Stage A of the western access road, car parks and building platform. Further works will need to be conducted as part of Stage B of this project, however this is not part of this contract and a separate contract will be entered by BML relating to these works at the appropriate time. (c) Stage B of Western Access Road, Car Parks and Building Platform BML entered a contract with Civil Unlimited Pty Ltd (contractor) on 2 June 2009 pursuant to which Civil Unlimited Pty Ltd will undertake Stage B of the civil works associated with the construction of the western access road, car parks and building platform. The works includes the construction of a signalised intersection and access road to the Brisbane Markets Site, including earthworks roadworks, stormwater, water main relocation and associated works.

The contract is a lump sum contract in the amount of approximately $2.3 million (excluding GST).

BML is required to make monthly progress payments for the work undertaken to that time, together with all amounts then due under the contract and a final payment upon issue of the certificate of practical completion. The contracted works are expected to be completed by December 2009.

The contract is on standard terms and conditions for a contract of this nature and the Australian Standard (AS 2124-1992) General Conditions of Contract apply to the contract (as amended by the contract). The contractor is required to take out and hold various insurance usual in a contract of this nature (including public liability insurance) and indemnifies BML against any claim, action or process for damage or injury which might arise during the progress of the work or during the prescribed maintenance period. There is a defects liability period of 12 months after the date of practical completion. BML indemnifies the contractor in respect of any claims in respect of the right of BML to construct the work under the contract at the relevant site.

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PROSPECTUS BRISBANE MARKETS LIMITED

9 If the contractor commits a substantial breach of the contract and BML considers that damages may not be an adequate remedy, BML may give the contractor a written notice to show cause in accordance with the terms of the contract. BML may take out of the hands of the contractor all or part of the remaining work to be completed or may terminate the contract, if the contractor fails to show reasonable cause as to why BML should not do so.

If BML commits a substantial breach of the contract and the contractor considers that damages may not be an adequate remedy, the contractor may give BML a written notice to show cause in accordance with the terms of the contract. If BML fails to show reasonable cause, the contractor may suspend the whole or any part of the work under the contract and if such suspension is not lifted after 28 days, the contractor may terminate the contract and may be entitled to recover any damages incurred by reasons of the suspension.

The parties also have termination rights where an insolvency event arises with respect to the other party. (d) F Block Redevelopment BML entered a Works Contract with Wiley & Co Pty Ltd (contractor) on 8 May 2009 relating to the internal demolition of F Block at the Brisbane Markets Site.

The contract is a lump sum contract in the amount of approximately $630,000 (excluding GST), which is subject to specific adjustments in accordance with the terms of the contract. The contracted works are expected to be completed by August 2009 The contract is on standard term and conditions for a contract of this nature and the Australian Standard (AS 4000 – 1997) General Conditions of Contract apply to the contract (as amended by the contract).

The contractor is required to take out and hold insurance in respect of the works as well as public liability insurance.

The contractor indemnifies BML against any loss or damage to property or claims in respect of personal injury or death arising out of or as a consequence of the works, subject to proportional contribution for any act of BML or their agents or contractors which contributed to such loss. BML indemnifies the contractor in respect of any damage which is the unavoidable result of the construction of the works or the right of BML to have the works undertaken.

The contract does not include a defects liability period.

If BML commits a substantial breach of the contract, the contractor may give BML a written notice to show cause in accordance with the terms of the contract. If BML fails to show reasonable cause, the contractor may suspend the whole or any part of the work under the contract and if such suspension is not lifted after 28 days, the contractor may terminate the contract.

The parties also have termination rights where an insolvency event arises with respect to the other party.

9.4 Services Agreements (a) Electricity Retail Sale Agreement BML has an agreement with AGL Energy Limited (AGL) (previously with Ergon Energy Pty Ltd from which AGL acquired certain trading operations in 2007).

BRISBANE MARKETS LIMITED PROSPECTUS

Material contracts

If the contractor commits a substantial breach of the contract, BML may give the contractor a written notice to show cause in accordance with the terms of the contract. BML may take out of the hands of the contractor all or part of the remaining work to be completed or may terminate the contract, if the contractor fails to show reasonable cause as to why BML should not do so.

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Material contracts

9 ?

Pursuant to this agreement AGL sells electricity to BML at the connection point at the Brisbane Markets Site. The term of the agreement is from 1 November 2007 until 31 October 2009. Unless a new agreement is entered at the end of the term, if AGL sells electricity to BML after 31 October 2009, AGL will determine the charges payable by BML and BML shall only be entitled to terminate these arrangements on 40 days’ notice.

AGL is not responsible for connection to the supply network and therefore excludes all liability with regard as a consequence of supply or lack of supply and does not undertake to provide or maintain any particular voltage, frequency, waveform or system of supply.

AGL is entitled to suspend supply or terminate the agreement in certain circumstances such as a default

by BML which is not remedied, BML ceases to be a contestable customer or BML suffers an insolvency event. BML is entitled to terminate in the event of a default by AGL which is not remedied. In addition to other charges that may be payable by BML under this agreement, BML will pay AGL for electricity sold to it by AGL as determined by reference to meters at the connection point for the premises. The electricity acquired by BML under this agreement is on-sold to the tenants of the Brisbane Markets Site pursuant to the terms of the lease between BML and the respective tenant. (b) Origin Energy BML has an agreement with Origin Energy pursuant to which Origin Energy agrees to provide LPG (Liquefied Petroleum Gas) facilities at the Brisbane Markets Site and sell LPG to BML. The term of the agreement is 5 years, expiring on 31 October 2009. Either party may terminate the agreement after this initial 5 year term by giving 3 months’ written notice. Origin may terminate the agreement prior to expiry of the initial 5 year term upon default by BML. Under the agreement, BML has agreed to buy a minimum amount of 330 tonnes of LPG from Origin Energy each year. The agreement provides that in the event that BML fails to take the minimum annual amount, it shall be liable to pay to Origin Energy the selling price as determined under the agreement in respect of the difference between the amount taken by BML and the minimum annual amount.

Under the agreement, BML has certain obligations in respect of safety in the handling of the LPG as well as to ensure that it, its employees, contractors and customers and persons receiving LPG from BML are warned and instructed in respect of the dangers and safety requirements for handling LPG. Further, BML agrees to keep Origin Energy indemnified against any liability arising from any loss or damage to persons or property or death or injury caused by or as a consequence of any breach of the agreement

by BML or, by or as a consequence of any act or omission of BML. The parties have agreed that Origin shall be under no liability for any loss or damage to persons or property or for death or injury caused by any improper or unsafe condition of the LPG equipment installed on the BMP Markets Site or any act or omission of Origin or BML except to the extent that such loss or damage is caused from a deliberate or negligent act, error or omission of Origin, its employees, contractors, sub-contractors or personnel. In any event, Origin will not be liable for any loss of profits or consequential loss of income.

Title to the LPG equipment remains with Origin and upon termination of the agreement, Origin is entitled to remove the LPG equipment.

The LPG which is acquired from Origin Energy is on-sold by BML to market wholesalers and other market participants in the conduct of the Brisbane Markets operations, such as forklift operations.

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PROSPECTUS BRISBANE MARKETS LIMITED

9 (c) AAPT BML has an agreement with AAPT Limited pursuant to which AAPT Limited agrees to provide various inbound and outbound call services to BML at the Brisbane Markets Site. These services include outbound and inbound call services for a minimum period of 36 months expiring in June 2012.

The agreement contains standard terms and conditions for an agreement of this nature. AAPT Limited charges BML service charges at commercial rates and charges are normally invoiced on a monthly basis in arrears. Some services have minimum monthly spend commitments which BML must pay for notwithstanding that it may not utilise the minimum level of such services. BML will be liable for cancellation charges if it terminates any of the services supplied by AAPT Limited prior to the end of the minimum contract period for each service.

BML indemnifies AAPT Limited against all actions, claims, demands, liabilities, losses, damages or expenses arising out of BML’s use of the call services provided to it by AAPT Limited. The liability of either party under or in connection with the agreement is the sum of the charges paid or payable by BML in respect of the affected service for the 12 months prior to the event giving rise to the claim, save in respect of any liability of BML for outstanding charges or cancellation charges.

Subject to the rights of termination of the parties, each individual service will remain in effect for the specified minimum period and continue after the end of the specified minimum period until terminated by giving the other party not less than 20 business days notice.

Either party may terminate an individual service on written notice where the other party has materially breached the agreement and has failed to remedy the breach within 20 business days of receipt of notice or where the other party suffers an insolvency event. Additionally, AAPT Limited may terminate the agreement if it determines BML fails the credit check requirements of AAPT Limited or is no longer credit worthy or AAPT Limited is required to do so at law. Further, AAPT Limited can suspend performance of its obligations under the agreement if BML is in material breach of the agreement and may terminate the agreement if BML fails to rectify the breach within 5 business days of receipt of notice of the breach.

BML may re-supply AAPT’s services under BML’s MX Connect Services agreements with tenants (MX Connect agreement). Under an MX Connect agreement, BML can agree to supply fixed line telephone services to a tenant. Subject to fairly standard termination rights of the parties, the MX Connect agreements are for a 2 year term and during that term, the tenant agrees to acquire telecommunications services from BML, which are supplied by way of BML’s nominated carrier. BML does not provide any warranty regarding the supply of the services and the tenant acknowledges that the ability of BML to supply the services is dependent upon BML being supplied the services by its carrier.

9.5 Key leases BML has a total of 54 primary wholesalers and 91 other businesses as tenants in the Brisbane Markets Site.

Under each lease with each tenant, BML is entitled to rent as well as contributions for outgoings.

The leases are on usual commercial terms for leases of this nature.

The total annualised revenue receivable under leases in place as at 31 March 2009 is approximately $17.7 million for the total lettable area of 153,693 m2.

The top five tenants in terms of rent per annum, occupy a total area of 34,023 m2 or 22.1% of total lettable area. The total annual rent for these five tenants is $4.704 million which is 26.5% of total rental revenue.

BRISBANE MARKETS LIMITED PROSPECTUS

Material contracts

The agreement allows BML to re-supply the services it receives from AAPT Limited to end users situated at the Brisbane Markets Site. The call services which are acquired from AAPT Limited are re-supplied

by BML to market wholesalers and other market participants in the conduct of the “Brisbane Markets” operations.

60

Material contracts

9 ?

The five tenants are: •

Carter & Spencer Group;

•

McKey Distribution Pty Ltd;

•

IGA Fresh;

•

Moraitis Fresh Pty Ltd; and

•

Smart-Link Marketing Pty Ltd.

With regard to McKey Distribution Pty Ltd, lease documents are being finalised and are expected to be executed shortly.

With respect to these tenants, three of Moraitis Fresh Pty Ltd’s individual leases will expire on 31 August 2009 and will be subject to renewal. The options for these three leases have been lawfully exercised by Moraitis Fresh Pty Ltd. In addition, with respect to these tenants, there are three other individual leases that will expire within the next 5 years and will be subject to renewal (whether by exercise of an existing option or renegotiation).

The next 15 tenants in terms of rent per annum, occupy 54,330 m2 or 35.3% of total lettable area. They are responsible for a total annual rental of $5.055 million or 28.6% of total rental revenue. These tenants are: •

J H Leavy & Co;

•

RW Pascoe Pty Ltd;

•

Murray Bros;

•

Fresh Exchange Pty Ltd;

•

Favco (Qld) Pty Ltd;

•

Simon George & Sons Pty Ltd;

•

CHEP Australia;

•

BG Brisbane;

•

Montague Fresh (Qld) Pty Ltd;

•

Sun Produce Pty Ltd;

•

United Organics;

•

Baird Produce;

•

WS Williams & Son;

•

Summerharvest Pty Ltd; and

•

Fruitlink Pty Ltd.

With respect to these 15 tenants, there are 21 individual leases that will expire on 31 August 2009. Of the 21 leases expiring in August 2009, 20 have lawfully exercised the option to renew.

These 20 tenants collectively account for 57.5% of total lettable area and 55.1% of total annual rental revenue.

61

PROSPECTUS BRISBANE MARKETS LIMITED

Additional information

10

10.1 Incorporation The Company was registered in Queensland on 4 July 1994 under the name Landacq Limited. The name of the Company was changed to Brisbane Markets Limited on 28 November 2002.

10.2 Share capital The Company will have 42,000,000 Shares on issue following the completion of the Offers. Furthermore the provision exists under the Public Offer to accept oversubscriptions of up to a further 500,000 New Shares.

In addition, as at the date of this Prospectus there are 4 Industry Shares on issue. The rights attaching to the Industry Shares are set out in Section 10.4 of this Prospectus.

10.3 Constitution and rights attaching to New Shares The New Shares to be issued under this Prospectus will be partly paid.

Rights attaching to Shares are set out in the Company’s Constitution and in certain circumstances, regulated by the Corporations Act and the general law. The Constitution may be inspected during normal business hours at the registered office of the Company at Brisbane Markets Limited, Upper Level Brisbane Markets Commercial Centre, 385 Sherwood Road, Rocklea.

A summary of the rights attaching to the New Shares and certain provisions of the Constitution is set out below. This summary is not intended to be exhaustive and is qualified by the fuller terms of the Constitution.

Voting Subject to any special rights or restrictions for the time being attached to any class or classes of shares in the Company, at a general meeting every shareholder present in person or by proxy, representative or attorney has one vote on a show of hands. The special voting rights attaching to the Industry Shares are set out in Section 10.4 of this Prospectus.

The Company may not pass any resolution without the affirmative vote of a majority of the holders of Industry Shares.

Where a poll is demanded, a member holding partly paid Shares shall be entitled, for each Share, to a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the partly paid Share.

General meetings Each holder of New Shares will be entitled to receive notice of and to attend and vote at general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution and in accordance with the Corporations Act. Under the Corporations Act, a notice must currently be provided to the holders of Shares not less than 21 days in advance of the meeting.

Dividends Subject to the rights of holders of Shares issued with any special or preferential rights, the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible amongst the Shareholders in proportion to the Shares held by them respectively. With respect to the New Shares which will be partly paid, the members holding partly paid Shares will be entitled to dividends in proportion to the amount paid on the Shares.

BRISBANE MARKETS LIMITED PROSPECTUS

ADDITIONAL INFORMATION

The quorum required for a meeting of Shareholders is ten (10) members present in person including at least one-half of the holders of Industry Shares (if any).

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Additional information

10 ?

SECTION TITLE TO GO HERE Calls and forfeiture of Shares The Final Instalment is payable as a call on 30 April 2010.

If a call is not paid by the due date and in accordance with its terms, interest will be payable by the holder of the partly paid Share.

If a member fails to pay a call on the due date, the Directors may, at any time while the call remains unpaid, serve a notice demanding payment of the call plus all moneys owing (Call Notice). If the requirements of the Call Notice are not met, the Directors may by resolution forfeit the Share and all dividends declared but not paid in respect of the Share. Any forfeited Shares shall be re-issued, sold or otherwise disposed of in accordance with the Corporations Act. The holder of a forfeited Share shall cease to be a member in respect of that Share but shall remain liable to pay all money payable by them to the Company together with interest.

Where a forfeited Share is on-sold, the residue of the proceeds of sale (after deducting all amounts owing to the Company and the Company’s expenses) shall be held in trust for the member who forfeited the Share.

Further issue of Shares The allotment and issue of Shares is under the control of the Directors subject to any restrictions on the allotment of Shares imposed by the Constitution or the Corporations Act. The Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit. In addition, the Board has the power to grant any person an option over Shares during such time and for such consideration as it determines.

Variation of class rights Whenever the capital of the Company is divided into different classes of shares, the rights attached to any class of share may be altered with the sanction of a special resolution passed at a general meeting and a separate general meeting of the holders of the shares of that class, or with the written consent of the holders of at least three quarters of the shares of that class.

Transfer of Shares Generally, the New Shares in the Company will be freely transferable, subject to satisfying the usual requirements of security transfers under the Constitution. The Directors may decline to register any transfer of the New Shares but only where permitted to do so under the Company’s Constitution.

Directors The minimum number of Directors (including any Chief Executive Officer appointed by the Company from time to time) is three (3) and the maximum number is eight (8). Subject to the approval being obtained from the holders of the Industry Shares, the Company may at any meeting from time to time: (a)

increase or reduce the number of Directors;

(b) alter the Directors’ qualifications; and (c)

determine in what rotation such increased or reduced number is to go out of office.

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be five (5).

For as long as there are Industry Shares, the holders of the Industry Shares shall be entitled to appoint from time to time a maximum of four (4) persons to be Directors of the Company and be known as “Industry Directors”.

For as long as there are Industry Shares: (a) the Company at a Meeting may, by resolution from time to time appoint up to three (3) directors known as “Elected Directors”; and

63

PROSPECTUS BRISBANE MARKETS LIMITED

10 (b) if at any time there are no Elected Directors, the Industry Directors may appoint up to three (3) additional directors of the Company, but any such additional Directors shall hold office only until the Company in general meeting appoints one (1) or more Elected Directors, at which point the additional Directors shall automatically cease to hold office.

Any person appointed as Chief Executive Officer of the Company shall automatically become a director and continue to hold office as a director for the duration of their appointment. Provisions in the Constitution relating to the appointment, re-election and removal of Directors do not apply to the Chief Executive Officer.

The Constitution provides that at each alternate annual general meeting a maximum of one (1) Elected Director and the following year two (2) Elected Directors, shall retire by rotation with the intention being that for every two year period, all three (3) Elected Directors would have retired by rotation.

The Industry Directors and the Chief Executive Officer are exempt from retirement by rotation. A retiring Director is eligible for re election.

Questions arising at a Directors’ meeting will be decided by a majority vote. The Chairman of the meeting does not have a casting vote in the event that there is an equality of votes.

Director’s indemnity The Company must, subject to certain exceptions set out in the Constitution, indemnify each of its current or former Directors and may indemnify its executive officers and auditor, against a liability incurred by the person in that capacity, including a liability incurred as a result of appointment or nomination by the Company or subsidiary as trustee or as an officer of another corporation. The indemnity provided by the Company does not extend to a liability that arises out of conduct involving a lack of good faith.

The Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer, employee or auditor in defending an action for a liability.

Alteration of Constitution In accordance with the provisions of the Corporations Act, the Constitution may only be amended by a special resolution passed by at least three quarters of the votes cast by members present and voting at a general meeting of the Company and the affirmative vote of a majority of the holders of Industry Shares.

Following an allocation of New Shares, the Company will provide Shareholders with a Share Certificate which sets out the number of New Shares allocated to each Shareholder under this Prospectus.

In order for any share transfer to be effected, the relevant share certificate must be returned to the Company and a new share certificate will be issued.

Share buy-backs Subject to applicable laws, in particular the Corporations Act, the Company may buy back Shares on such terms and conditions as may from time to time be determined by the Board.

Winding Up In the event of a winding up of the Company, the assets which remain after the payment of all debts, liabilities and winding up costs of the Company shall be firstly applied in repayment of the paid up capital in accordance with the rights of members and then to members in proportion to the capital paid up by members (other than any amounts paid in advance of calls).

BRISBANE MARKETS LIMITED PROSPECTUS

Additional information

Share Certificates

64

Additional information

10 ?

SECTION TITLE TO GO HERE

10.4 Industry Shares The Company has, in addition to the Shares currently on issue, 4 Industry Shares on issue. Set out below is a summary of the rights attaching to the Industry Shares. Full details of the rights attaching to the Industry Shares are set out in the Company’s Constitution. (a) The Company may not pass any resolution without the affirmative vote of a majority of the holders of Industry Shares. (b) Holders of Industry Shares shall:

(1) be entitled to nominate that number of Industry Directors to the Board, according to the number of Industry Shares held by them;

(2) be entitled to receive notice of and, either by proxy or by representative, attend at any meeting of the Company and speak on any matter relating to rights attaching to the Industry Shares, but shall not be entitled to vote in respect of those shares; and

(3) have (only in respect of the Industry Shares held by them) no right to participate in the capital or profits of the Company, whether on a winding up or by way of distribution of capital or otherwise.

(c)

The rights and entitlements attaching to Industry Shares as set out in the Constitution shall cease if:

(1) the Company’s activities have changed in a material way from those at the time of completion by the Company of the acquisition of the Brisbane Markets Site; or

(2) at a meeting of the Company held every ten (10) years from the date of the admission of the Company to the official list of the ASX, the retention of those rights attaching to the Industry Shares is not approved by an ordinary resolution of the Company’s ordinary shareholders.

(d) Upon the rights and entitlements of the Industry Shares ceasing by virtue of the Constitution:

(1) each of the Industry Shares will be redeemed by the Company for the sum of one dollar ($1.00) and then otherwise cease to exist; and

(2) a ll references to the Industry Shares in this Constitution shall cease to have any application.

10.5 Directors’ fees The Constitution of the Company provides that the non executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is $200,000 per annum. Additionally, non executive Directors will be entitled to be reimbursed for properly incurred expenses.

At present, the Company has determined to pay the non executive Chairman $37,500 per annum and collectively, the non-executive Directors (including the Chairman’s remuneration) are paid a total of $200,000 per annum. This determination was effective from 1 February 2009 and is for a full year’s remuneration.

A non executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Directors’ or General Meetings of the Company or otherwise in connection with the business of the Company.

The remuneration of an executive Director may from time to time be fixed by the Directors. The remuneration may be by way of salary or commission or participation in profits but may not be by commission on, or a percentage of, operating revenue. Except as disclosed in Section 9.2, no remuneration is currently payable to an executive Director.

Set out below are details of the interest of the Directors in the securities of the Company immediately prior to lodgement of the Prospectus with the ASIC. Interests include those securities held directly and indirectly.

65

PROSPECTUS BRISBANE MARKETS LIMITED

10 The table does not take into account any New Shares the Directors may acquire under the Offers.

Director

Number of Shares

Number of Entitlements

1,293,750

129,375

32,500

3,250

0

0

Noel Greenhalgh

1,125,000

112,500

Donald Jackson

17,000

1,700

Anthony (Tony) Kelly

225,000

22,500

Peter Tighe

866,250

86,625

Peter Betros

22,500

2,250

Anthony (Tony) Joseph Andrew Young Hon. Michael Ahern AO

Directors’ Fees Directors’ remuneration for the period from 1 July 2008 to 30 June 2009 Director

Fees

Other Benefits

Superannuation

Total

Andrew Young (Executive Director)

$182,659

$41,564

$18,733

$242,956

Anthony (Tony) Joseph

$33,065

-

$2,976

$36,041

Peter Tighe

$12,309

-

$1,108

$13,417

Anthony (Tony) Kelly

$33,065

-

$2,976

$36,041

Hon. Michael Ahern AO

$45,276

-

-

$45,276

Donald Jackson

$33,065

-

$2,976

$36,041

Noel Greenhalgh

$12,309

-

$1,108

$13,417

Peter Betros

$12,309

-

$1,108

$13,417

Note: In addition the Company maintains directors and officers insurance on behalf of the Directors.

Director

Fees

Other Benefits

Superannuation

Total

Andrew Young (Executive Director)

$157,503

$44,096

$30,300

$231,899

Anthony (Tony) Joseph

$32,110

-

$2,890

$35,000

Peter Tighe

$11,926

-

$1,073

$12,999

Anthony (Tony) Kelly

$32,110

-

$2,890

$35,000

Hon. Michael Ahern AO

$44,000

-

-

$44,000

Donald Jackson

$32,110

-

$2,890

$35,000

Noel Greenhalgh

$11,926

-

$1,073

$12,999

Peter Betros

$11,926

-

$1,073

$12,999

Note: In addition the Company maintains directors and officers insurance on behalf of the Directors.

Directors’ remuneration for the financial year ended 30 June 2007: Director

Fees

Other Benefits

Superannuation

Total

Andrew Young (Executive Director)

$134,938

$30,754

$16,082

$181,774

Anthony (Tony) Joseph

$28,669

-

$2,580

$31,249

Peter Tighe

$11,238

-

$1,011

$12,249

Anthony (Tony) Kelly

$16,284

-

$1,465

$17,749

Hon. Michael Ahern AO

$41,033

-

-

$41,033

Donald Jackson

$30,045

-

$2,704

$32,749

Noel Greenhalgh

$11,238

-

$1,011

$12,249

Peter Betros

$11,238

-

$1,011

$12,249

Note: In addition the Company maintains directors and officers insurance on behalf of the Directors.

BRISBANE MARKETS LIMITED PROSPECTUS

Additional information

Directors’ remuneration for the financial year ended 30 June 2008:

66

Additional information

10 ?

SECTION TITLE TO GO HERE

10.6 Interests of Directors The nature and extent of the interest (if any) that the Directors of the Company hold, or held at any time during the last two years in: •

the formation or promotion of the Company;

•

property acquired or to be acquired by the Company in connection with:

• its formation or promotion; or

• the Offers,

is set out in Section 10.5.

Other than as set out in Section 10.5 or elsewhere in this Prospectus, no-one has paid or agreed to pay any amount and no-one has given or agreed to give any benefit to a Director of the Company, or proposed director of the Company: •

to induce them to become, or to qualify as, a Director of the Company; or

•

for services provided by a Director in connection with:

• the formation or promotion of the Company; or

• the Offers.

10.7 Litigation Save as set out below, the Company is not currently engaged in any litigation or aware of any potential litigation which has or would be likely to have a material adverse effect on either the Company or its business.

The Company has received a claim from McNab Constructions Australia Pty Ltd with regard to the construction contract for the South Gate East Warehouse Complex. The claim is for an amount of $2,804,719.72 (plus GST). The Company expects that this matter may be dealt with by way of adjudication, however there is a potential for further action to be taken by either party in the courts.

10.8 Interests of experts and advisers The nature and extent of the interests (if any) that: •

person named in the prospectus as performing a function in a professional, advisory or other capacity a in connection with the preparation or distribution of the Prospectus;

•

a promoter of the Company; or

•

an underwriter or a financial services licensee named in the Prospectus as involved in the Offers,

holds, or held at any time during the last two years in:

•

the formation or promotion of the Company;

•

property acquired or to be acquired by the Company in connection with:

• its formation or promotion; or

• the Offers,

is set out in Section 10.9.

Other than as set out in Section 10.9 or elsewhere in this Prospectus, no-one has paid or agreed to pay any amount and no-one has given or agreed to give any benefit for services provided by: •

67

person named in the Prospectus as performing a function in a professional, advisory or other capacity a in connection with the preparation or distribution of the Prospectus;

PROSPECTUS BRISBANE MARKETS LIMITED

10 •

a promoter of the Company; or

•

an underwriter or a financial services licensee named in the Prospectus as involved in the Offers,

in connection with:

•

the formation or promotion of the Company; or

•

the Offers.

10.9 Liability of other persons named in this Prospectus Notwithstanding that they may be referred to elsewhere in this Prospectus: HopgoodGanim Lawyers are named in the Corporate Directory as Solicitors to the Company. They have been involved in the process of reviewing this Prospectus for consistency with the material contracts. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. HopgoodGanim Lawyers will be paid for work performed in accordance with usual time-based charge-out rates and estimate their professional costs at $125,000 at the date of this Prospectus.

BDO Kendalls Audit & Assurance (QLD) Pty Ltd are named in the Corporate Directory as Independent Accountant and Auditor to the Company. They were involved in the preparation of the Independent Accountant’s Report set out in Section 7 of this Prospectus. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. BDO Kendalls Audit & Assurance (QLD) Pty Ltd will be paid for work performed in accordance with usual time-based charge-out rates and estimate their professional costs at $15,000 at the date of this Prospectus.

Link Market Services Limited has given its written consent to be named as the Share Registry in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus within ASIC. Link Market Services Limited has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in this Prospectus.

10.10 Consent of experts HopgoodGanim Lawyers and BDO Kendalls Audit & Assurance (QLD) Pty Ltd have acted as experts and have given, and have not before the lodgement of this Prospectus, withdrawn their written consents to the issue of this Prospectus with them being so named.

10.11 Taxation General The following taxation discussion is intended only as a descriptive summary of Australian tax law and does not purport to be a complete analysis of all potential tax effects relevant either of the Offers or to a holder of Shares. This summary is neither exhaustive nor definitive nor is any comment possible in relation to the consequences of possible changes to the Australian taxation system currently under consideration.

All Applicants under either of the Offers (and in particular corporations, trustees and non Australian residents) should satisfy themselves of possible tax consequences of the Offers by consulting their own professional tax adviser.

BRISBANE MARKETS LIMITED PROSPECTUS

Additional information

Westpac Banking Corporation has given its consent to be named as Banker to the Company in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Westpac Banking Corporation has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in the Prospectus.

68

Additional information

10 ?

SECTION TITLE TO GO HERE Taxation of dividends Under Australia’s imputation system of corporate taxation, dividends paid from an Australian tax resident company may be declared to be “franked” to the extent that income tax has been paid on underlying profits of that company.

“Franked” dividends received by Australian resident shareholders are required to be “grossed up” for the underlying income tax paid by the Company; that is, each shareholder is assessed on the dividend received plus the “imputed” company tax attributable to the dividend. A tax credit is then allowed for the amount of the imputed company tax. In the case of shareholders who are individuals or complying superannuation entities, if the amount of the imputation credit exceeds other income tax payable, the excess credit is refundable to the shareholders. Corporate shareholders may utilise the imputation credits received for the purpose of franking dividends paid to their own shareholders.

Tax on sales or other dispositions of Shares Shareholders who dispose of their Shares at a price in excess of their cost base may be subject to capital gains tax. Tax is imposed on the gain realised on the disposal. Some taxpayers, may be eligible to calculate their capital gain under the CGT discount method.

Shareholders who dispose of their Shares at a price which is less than their cost base may incur a capital loss. A capital loss may be able to be offset against capital gains that arise in the same year of income or in a subsequent year of income. A capital loss may not be offset against ordinary income.

Gains realised by certain categories of Shareholders (such as share traders) may be taxed as ordinary income without regard to any CGT discount or reduction.

10.12 Expenses of the Offer If the Offers proceed, the total estimated costs in connection with the Offers (including advisory, legal, accounting, tax, listing and administrative fees, as well as printing, advertising and other expenses) are currently estimated to be approximately $170,000.

10.13 Privacy By filling out the Entitlement and Acceptance Form or the Application Form to apply for New Shares, you are providing personal information about yourself to the Company through the Company’s service provider, the Share Registry, which is contracted by the Company to manage Applications. The Company and the Share Registry on its behalf, collect, hold and use that personal information in order to process your Application, service your needs as a Shareholder and provide facilities and services that you request and carry out appropriate administration.

If you do not provide complete and accurate information as requested in the Entitlement and Acceptance Form or Application Form, the Company and the Share Registry may not be able to process or accept your Application.

Your personal information may also be used from time to time to inform you about other products and services offered by the Company, as well as its related body corporates, which the Company considers may be of interest to you. If you do not want your personal information to be used for this purpose please contact the Company.

Your personal information may also be provided to the Company’s agents and service providers on the basis that they deal with such information in accordance with the Company’s privacy policy. The Company’s agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that

69

PROSPECTUS BRISBANE MARKETS LIMITED

10 may be provided with your personal information and the circumstances in which your personal information may be shared are: •

the Share Registry for ongoing administration of the shareholder register;

•

rinters and other companies for the purpose of preparation and distribution of statements and for p handling mail;

•

arket research companies for the purpose of analysing the Company’s shareholder base and for m product development and planning; and

•

l egal and accounting firms, auditors, contractors, consultants and other advisors for the purpose of administering, and advising on, the New Shares and for associated actions.

You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information.

You can request access to your personal information by writing to the Share Registry as follows: Link Market Services Level 12 300 Queen Street BRISBANE, QLD 4000

10.15 Renewal of Finance Facility The Company is operating with a Facility Agreement with the Westpac Bank for the provision of debt finance.

As stated under Section 9.1, under the existing Facility Agreement, the Company has access to cash advances up to a maximum amount of $80 million. The term of the existing Facility Agreement expires in February 2011, unless the parties otherwise agree. In the period leading up to the expiration of the facility, BML intends to, in the usual course of events, negotiate with Westpac and/or other banks, with a view to establishing a new facility agreement which caters for BML’s debt finance needs. In this regard, investors should have regard to the risk factors set out in Section 8.

10.16 Consent to lodgement Each of the Directors of the Company has consented to the lodgement of this Prospectus with the ASIC.

Signed by A J Joseph

Signed by A A G Young

Chairman

Director and CEO

BRISBANE MARKETS LIMITED PROSPECTUS

Additional information

Signed on behalf of Brisbane Markets Limited by:

70

Glossary of Terms

glossary of terms Application

An application for New Shares under this Prospectus.

Application Form

An application made to acquire a specific number of New Shares pursuant to this Prospectus and includes an Entitlement and Acceptance Form

Application Money

Money submitted by Applicants in respect of their Applications

Applicant(s)

Person(s) who submit(s) an Application Form under either of the Offers

ASIC

Australian Securities and Investments Commission

BCC

Brisbane City Council

Board

The board of directors of Brisbane Markets Limited

Brisbane Flower Market

The wholesale/retail flower market operating within the Brisbane Markets Site

Brisbane MarketPlace Pty Ltd

Brisbane MarketPlace Pty Ltd ACN 106 709 077, a wholly owned subsidiary of the Company

Brisbane Markets

The registered business name and brand used to describe the Brisbane Markets site

Brisbane Markets Site

The 77-hectare site owned by the company at Rocklea in Brisbane comprising: • Lot 7 on SP 192424, title reference 50676273 • Lot 1 on RP 100245, title reference 13678168 • Lot 703 on RP 198160, title reference 18130200 • Lot 1 on SP 163313. title reference 50506963

71

Brisbane Produce Market

The wholesale fruit and vegetable market conducted from the selling floors within the Brisbane Markets Site

Brismark

The Queensland Chamber of Fruit and Vegetable Industries Co-operative Limited

Central Market

A major wholesale fruit and vegetable market and distribution hub with multiple wholesaling businesses receiving product from suppliers and reselling it in wholesale quantities

Company or BML

Brisbane Markets Limited ACN 064 983 017

Constitution

The constitution of Brisbane Markets Limited

Corporations Act

Corporations Act 2001 (Cth) as amended from time to time

CTA or Central Trading Area

The term used to describe the areas allocated for the selling activities within a Central Market

Decision Notice

A decision notice under the Integrated Planning Act 1997 (Qld)

Development Application

An application for a development approval under the Integrated Planning Act 1997 (Qld)

Director

A director of Brisbane Markets Limited

DPS

Dividend per share

EBTT

Earnings before interest and tax

EBITDA

Earnings before interest, tax, depreciation and amortisation

Eligible Shareholder

A Shareholder as at the Record Date

Entitlement and Acceptance Form

An entitlement and acceptance form in the form accompanying this Prospectus

Entitlement Offer Closing Date

5.00pm on 24 July 2009, subject to change at the discretion of the Directors

Entitlement Offer

The Company’s offer of 3,768,750 New Shares to Eligible Shareholders on the basis of 1 New Shares for every 10 Shares held

Entitlement Offer Period

The period commencing on 24 June 2009 and ending on the Entitlement Offer Closing Date

Entitlements

The entitlement to accept New Shares under this Prospectus with respect to the Entitlement Offer

EPS

Earnings per share

Existing Shares

Those Shares on issue as at the Record Date

PROSPECTUS BRISBANE MARKETS LIMITED

The period commencing on the date of lodgement of this Prospectus with ASIC and ending seven days after lodgement, subject to any extension of the period by ASIC

Facility Agreement

The agreement between the Company and Westpac summarised in Section 9.1

Final Instalment

An amount of $1.25 per New Share payable on the Final Instalment Payment Date

Final Instalment Payment Date

30 April 2010

FY or financial year

A period of 12 months commencing 1 July and ending on the following 30 June

Group

The Company and its subsidiary at the date of this Prospectus, Brisbane MarketPlace Pty Ltd

Group Revenues

The consolidated revenue of the Group

Industry Share

An Industry Share in the capital of the Company

Initial Instalment

An amount of $1.25 per New Share payable on Application

Interest Bearing Debt

Long or short term borrowings under the current funding facility with Westpac for which interest is payable at a rate as prescribed within the facility

Mark to Market

Also known as fair value accounting, a requirement under International Financial Reporting Standards where an assigned value for a position held in a financial instrument is based on current fair market price for the instrument or a similar instrument.

Markets

In the context of this document, means Central Markets

Master Plan

In the context of this document, means the plan for the future growth and redevelopment of the Brisbane Markets Site as detailed in the Master Plan issued by BML in December 2007, and as amended from time to time

NPAT

Net profit after tax

New Shares

Partly Paid Ordinary Shares in Brisbane Markets Limited issued as part of the Offer

Offers

The Company’s offers of New Shares as set out in this Prospectus comprising the Entitlement Offer and the Public Offer

Offer Price

$2.50 per New Share

Operational Works Application

An approval issued by the Brisbane City Council for the conduct of works approved under a Development Application

Prospectus

This Prospectus relating to the Offers dated 29 May 2009.

Public Offer Closing Date

5.00pm on 24 July 2009, subject to change at the discretion of the Directors

Public Offer

The Company’s Offer of 543,750 New Shares to the public as set out in this Prospectus

Public Offer Period

The period commencing on 24 June 2009 and ending on the Public Offer Closing Date

QDPI

Queensland Department of Primary Industries. In a recent government restructure, this department became part of the Department of Employment and Economic Development.

Record Date

29 May 2009

Registered Buyers

Are those buyers registered with BML and issued with an Access Card so as to gain entry to the Brisbane Produce Market

Retail Markets

Public markets where multiple vendors sell goods to the public

Share

An ordinary share in Brisbane Markets Limited

Shareholder

A shareholder in Brisbane Markets Limited other than the holder of the Industry Shares

Share Registry

Link Market Services Limited

Shortfall Shares

Any New Shares offered under the Entitlement Offer for which a valid Entitlement and Acceptance Form is not received on or before the Entitlement Offer Closing Date

Tenants

Those persons or parties who lease premises from the Company at the Brisbane Markets Site

Westpac

Westpac Banking Corporation ABN 33 007 457 141

BRISBANE MARKETS LIMITED PROSPECTUS

Glossary of Terms

Exposure Period

72

CORPORATE DIRECTORY

Corporate directory Issuer Brisbane Markets Limited Ph: (07) 3915 4200 Fax: (07) 3915 4291 Email: admin@brisbanemarkets.com.au Web: www.brisbanemarkets.com.au

Postal address Brisbane Markets Limited PO Box 80 BRISBANE MARKETS QLD 4106

Board of Directors Anthony (Tony) Joseph (Chairman) Anthony (Tony) Kelly Hon. Michael Ahern AO Donald Jackson Peter Tighe Noel Greenhalgh Peter Betros Andrew Young (CEO)

Share Registry Link Market Services Limited Level 12 300 Queen Street BRISBANE QLD 4000 Ph: 1300 554 474 Overseas: +61 2 8280 7454 Fax: (02) 9287 0303 Internet: www.linkmarketserices.com.au Email: registrars@linkmarketservices.com.au

PROSPECTUS BRISBANE MARKETS LIMITED

Auditor and Independent Accountant BDO Kendalls Audit & Assurance (QLD) Pty Ltd Level 18 300 Queen St BRISBANE QLD 4000 Ph: (07) 3237 5999 Fax: (07) 3221 9227

Bankers Westpac Banking Corporation Corporate & Institutional Banking Qld Level 14 260 Queen Street Brisbane Qld 4000 Phone: 07 3227 2348 Fax: 07 3221 9620

Legal advisers HopgoodGanim Lawyers Level 8, Waterfront Place 1 Eagle Street BRISBANE QLD 4000 Phone: 07 3024 0000 Fax: 07 3024 0300