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ACN 101 217 252

www.dailyplanet.com.au7 – 12 Horne Street Elsternwick 3185 Victoria Australia

Tel +613 9528 1766 Fax +613 9523 7540 Email info@dailyplanet.com.au

CORPORATE DIRECTORY

The Daily Planet Limited

7-12 Horne Street, Elsternwick, Victoria 3185

Directors

John Dennis Trimble

Andrew Harris

Shane Bernard Maguire

Accountants

Hayes Knight

Accountants and Business Advisors

Victorian Partnership

60 Collins Street, Melbourne, Victoria 3000

Auditor

Alexander & Spencer

Chartered Accountants

440 Collins Street, Melbourne, Victoria 3000

Independent Accountant

Alexander & Spencer Group Pty Ltd

ACN 052 362 348

440 Collins Street, Melbourne, Victoria 3000

Share Registry

Computershare Investor Services Pty Limited

Level 12, 565 Bourke Street, Melbourne, Victoria 3000

Tel: 1300 850 505

Solicitors

Adams Maguire Sier

176 Upper Heidelberg Road, Ivanhoe, Victoria 3079

Sponsoring Broker

Cameron Stockbrokers Limited

ABN 38 090 472 012

Level 5, 10 Spring Street, Sydney NSW 2000

Tel: (02) 9232 7700

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IMPORTANT NOTICEThis prospectus (“Prospectus”) is issued by The Daily Planet Limited (ACN 101 217 252) (“Company”). This Prospectus is dated 29 November 2002

and was lodged with the Australian Securities and Investments Commission (“ASIC”) on that date. Neither ASIC nor the Australian Stock Exchange

Limited (“ASX”) take any responsibility for the contents of this Prospectus.

The expiry date of this Prospectus is 28 February 2003 at 5.00pm (Melbourne, Australia time) (“Closing Date”). No Shares will be allotted or issued

on the basis of this Prospectus after the Closing Date. The Company reserves the right, subject to the Corporations Act, to close the Offer early or

delay the Closing Date to a date not later than 28 December 2003.

Exposure PeriodUnder the Corporations Act, the Company is not permitted to process applications during the period of 7 days after the date of lodgement of this

Prospectus with ASIC. ASIC may extend this period for a further 7 days. This period is an exposure period to enable this Prospectus to be examined

by market participants prior to the raising of funds. No preference will be conferred on applications received during the exposure period.

ApplicationsThe Corporations Act, prohibits any person passing on to another person an Application Form unless it is attached to a copy of this Prospectus or

it accompanies the complete and unaltered version of this Prospectus. This Prospectus is intended only for those persons to whom it was delivered

personally by or on behalf of the Company, or to those persons who have downloaded the document in PDF format from the Company’s website

www.dailyplanet.com.au. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at its registered office.

The Offer is available to persons receiving the electronic version of this Prospectus within Australia.

Overseas JurisdictionsThis Prospectus does not constitute an offer for the issue, sale or purchase of any securities in any place in which, or to any person to whom,

it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and

persons (including nominees, trustees or custodians) who come into possession of it should seek advice on and observe any such restrictions.

Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

In particular:

• The Shares have not and will not be registered under the United States Securities Act of 1933 (“Securities Act”) and may only be offered or

sold in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Rule 902 of the Securities Act) under

exemptions from the registration requirements of the Securities Act and any applicable securities laws of any state of the United States; and

• This Prospectus has not been and will not be approved by an authorised person in the UK and has not been and will not be registered with

the Registrar of Companies in the UK. The Shares may not be offered to or sold in the UK except to persons having professional experience in

matters relating to investments (pursuant to Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001) and

the investment to which this Prospectus relates is only available in the UK to such persons. Persons who do not have professional experience in

matters relating to investments may not rely on this Prospectus.

Assumptions and Risk FactorsBefore deciding to invest in the Company, investors should read this Prospectus in its entirety. In considering the prospects of the Company,

investors should consider the assumptions underlying the prospective financial information and the risk factors described in Sections 5 and 6 of

this Prospectus. The information contained in this Prospectus does not take into account the investment objectives, financial situation or particular

needs of any investor. Before making an investment in the Company, investors should consider whether such an investment is appropriate for their

particular investment needs, objectives and financial circumstances and consult an investment advisor if necessary.

Personal InformationThe completed Application Form provides personal information about you to the Company. The Company collects your personal information to

process and administer your investment in the Company and to provide related services to you. If you do not complete the Application Form in full,

the Company may not accept your Application Form. The Company may disclose your personal information, for purposes related to your

investment, to its agents or service providers, including the sponsoring broker and share registry. You can obtain access to personal information

that the Company holds about you. To make a request for access or to obtain further information about the Company's personal information

management practices, please contact the Company on (03) 9528 1766.

Definitions of certain terms used in this Prospectus appear in the Glossary in Section 12. Other definitions are located where relevant in this Prospectus.

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The models appearing in this Prospectus are not sex workers.

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TABLE OF CONTENTSInvestment Highlights 1

Chairman’s Letter 3

Section 1 The Offer 4

Section 2 The Company – The Daily Planet Limited 8

Section 3 The Property 12

Section 4 Management Team 14

Section 5 Risk Factors 16

Section 6 Financial Information 20

Section 7 Independent Accountant’s Report 32

Section 8 Summary of Building Condition Report 40

Section 9 Summary of Property Valuation 44

Section 10 The Tenant and its History 50

Section 11 Additional Information 56

Section 12 Glossary 66

Annexure 1 Sample Share Certificate 68

Application Form

Investment TimetableLodgement of Prospectus 29 November 2002

Close of Offer 28 February 2003

Expected Dispatch of Holding Statements/Share Certificates 13 March 2003

Expected Quotation of Shares on ASX 21 March 2003

The above dates are indicative only and the Company reserves the right to alter the timetable without notice or discontinue

the Offer without issuing or allotting some or any Shares.

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Unique investment opportunityIn what is thought to be the first public

offer of this type in the world, The Daily

Planet Limited is giving investors the

chance to invest indirectly in Australia’s

multi-million dollar sex industry.

Investors are encouraged to complete and

return their Application Forms as soon as

possible to ensure they don’t miss out on

this truly unique investment opportunity.

Quality propertyFollowing extensive refurbishments

in 1988, 1994 and most recently in 2002,

the Daily Planet boasts magnificent décor

and state of the art facilities. The Property

has been valued at $5.75 million.

High profile tenantEstablished in 1975, the Daily Planet is

a genuine Melbourne icon. As one of the

largest operating licensed brothels in the

world, it has the enviable reputation as a

leading player in the industry.

Investors are referred to Section 10

headed “The Tenant and its History”.

That section will provide potential

investors with information which will

assist them in evaluating the viability

of the tenant and its profile.

Secure leaseThe Company has secured the Daily

Planet as the tenant of the Property for

the next 50 years (with options totalling

a further 50 years). If the Offer is fully

subscribed, the commencing annual

rental will be $661,880 subject to annual

CPI reviews capped at 4%. The lease is

on extremely favourable terms to the

Company, with the tenant responsible for

all outgoings, improvements, structural

repairs and capital works on the Property.

These arrangements will ensure that the

Company’s overheads are minimised.

Attractive returnsThe Company is forecasting an attractive

annualised partly franked return of

8.13% p.a. averaged over the next

27 months. Most Australian resident

investors (including superannuation

funds) will be able to enjoy the benefit

of the imputation credits attaching to

the partly franked dividends. For those

investors, the effective annualised rate

of return will increase to an average of

10.44% p.a. over the forecast 27 month

period. Refer to Section 2.4 for further

information regarding the utilisation of

imputation credits and to Sections 5.7

and 6.2 for discussion of the factors

affecting the forecast returns and the

assumptions on which they are based.

Regular dividendsThe table on the following page

shows an indicative investment of

$10,000 (the minimum investment

is $2000). Dividends will be paid on a

twice yearly basis. Subject to the Offer

being fully subscribed, the Directors'

will demonstrate their commitment to

the payment of regular dividends by

ensuring that the amount of $712,838

will be held separately in an interest

bearing account at all times during the

forecast period. For further details

regarding this security for dividends

refer to Section 2.3.

Experienced management teamWith a wealth of industry experience, the

Company’s management team is eminently

qualified to guide the Company through

this exciting stage in its development.

Diversification and expansion of future activitiesThe Directors will consider expanding

and diversifying the Company’s

operations in the future by developing

or acquiring a similar business to the

Daily Planet in the Sydney CBD, and by

the acquisition of businesses operating

in related industries throughout Australia.

Investment risksThere are a number of factors, both

specific to the Company and of a general

nature, which may affect the future

operating and financial performance

of the Company and the value of the

Shares. These factors are outlined in

Section 5 of this Prospectus, and include:

• performance of the tenant;

• default under the Facility Agreement;

• loss of key personnel;

• vacancy of the Property;

• lack of operating history

of the Company;

• success of future capital raisings;

• payment of dividends;

• changes to the regulatoryenvironment; and

• general investment risks.

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INVESTMENT HIGHLIGHTS

The above information is a summary only.

Investors are encouraged to read the full

text of this Prospectus.

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Forecast Returns

Dividend Period Notes 3 months ended Year ended Year ended Annualised30 June 2003 30 June 2004 30 June 2005 Average

Partly franked dividend paid

on initial investment of $10,000 1 $249.61 $808.86 $829.01 $812.83

Annualised rate of return 2 9.99% 8.09% 8.29% 8.13%

Imputation credit 3 $Nil $217.45 $275.84 $230.89

Total return $249.61 $1026.30 $1104.85 $1126.92

Annualised effective rate of

return for Australian residents 4 10.00% 10.26% 11.05% 10.44%

Net/After tax return 5 15% marginal tax rate

(super funds) $212.17 $1089.80 $1214.97 $1118.05

48.5% marginal tax

rate (individuals) $128.55 $745.99 $844.84 $768.40

6 Overseas investors $249.61 $808.86 $829.01 $812.83

The above returns are predictive in character and are not guaranteed. They may be affected by inaccurate assumptions or by

known or unknown risks and uncertainties. They may differ materially from results ultimately achieved. Refer to Sections 5.7

and 6.2 below for discussion of the factors affecting the forecast returns and the assumptions on which they are based.

Notes:

1 Due to the Company’s projected income tax position, only partly franked dividends are able to be issued during the forecast

period. The first three-month period dividend will be unfranked due to the fact that at this point in time the Company will not

have paid any income tax from which franking credits are derived.

2 Based on the projected net profit of the Company for the relevant dividend period. The annualised effective rate of return

in relation to a period which is a year, is calculated by reference to the partly franked dividends payable during that year

(plus the imputation credits), divided by the initial investment by an investor expressed as a percentage. In relation to the

initial period of 3 months to 30 June 2003 this result has been annualised for the purpose of comparison with later years.

3 Whilst most Australian residents (including superannuation funds) will be able to enjoy the benefit of imputation credits, all

investors should seek professional taxation advice in relation to their own circumstances, particularly those who choose to

invest through a family trust or a company.

4 This item shows the equivalent gross (unfranked) return from a non-share based investment that an investor would need

to receive in order to obtain the forecast net/after-tax return.

5 The net/after tax rate of return will depend on the tax status or marginal tax rate of the individual investor. This item shows

the respective net/after tax returns (having taken into account the imputation credits) received by investors in the following

taxation categories – investors on the 15% tax rate eg. superannuation funds; individual investors on the 48.5% marginal tax

rate (including medicare levy) - eg. investors with taxable income exceeding $60,000; and overseas investors.

6 Based on the net/after tax return prior to the deduction of witholding tax. Overseas investors are unable to access the

imputation credits, which are only available to Australian residents. Other concessions exist however, in relation to withholding

tax. Where a company pays to overseas investors a dividend that has been partially or fully franked, the dividend will, to the

extent to which it has been franked, be exempt from Australian withholding tax. The general rate of withholding tax on dividends

is 30% or, for residents of a country with which Australia has concluded a comprehensive double tax agreement, 15%. The net

return received by overseas investors is the balance remaining following payment of all Australian tax liabilities. Note, however,

the net return may constitute assessable income in their home countries and may be subject to further tax liability. Overseas

investors are encouraged to seek advice regarding the application of those laws to their personal circumstances.

Chairman’s Letter

Dear Investor 29 November 2002

On 22 July of this year, the Directors announced that The Daily Planet Limited (“Company”) was going public and detailed

an investment opportunity for investors satisfying certain eligibilty criteria set out in an Information Memorandum.

Since that announcement the Company has received over 3,000 telephone and e-mail enquiries from investors all over the

world, as well as over 9 million hits on the Company’s website – including 1.26 million hits on the day following the announcement.

The media attention generated by the announcement has been similarly overwhelming with feature stories appearing on television

and newspapers here and around the world.

At the time of the announcement, the intention of the Directors was to seek a listing on ASX within 12 – 24 months. In light

of the considerable response from investors, the Directors have resolved to expedite the listing process and intend to lodge an

application for listing with ASX no later than 6 December 2002. In order to obtain a listing on ASX, the Company must issue and

lodge a formal prospectus with ASIC. The added benefit of offering the Shares under such a document is that the investor eligibility

criteria is removed and the Offer is open to the general public. Applicants under the Information Memorandum will be required to

lodge an application under this Prospectus.

The Daily Planet Limited, as registered proprietor and landlord, will lease the Horne Street property to Daily Planet Australia

Pty Ltd for a commencing annual rental of $661,880. Minimal overheads allow for a projected average partly franked return of

8.13% p.a. annualised over the next 27 months to the holders of ordinary shares in The Daily Planet Limited. Taking into account

the benefit of imputation credits increases the effective average annualised rate of return to 10.44% p.a. Refer to Sections 2.4, 5.7

and 6.2 for further details.

To the best of the Directors’ knowledge this is the first public offering of this type in the world. To mark this historic event,

a superbly presented parchment share certificate will be provided on request to those shareholders who wish to receive one.

A sample share certificate is contained in Annexure 1 to this Prospectus.

I am very excited by the prospect of embarking on this new phase in the evolution of the Daily Planet and, on behalf of the

Directors, I look forward to welcoming you as a shareholder of The Daily Planet Limited.

Yours faithfully

John TrimbleExecutive ChairmanThe Daily Planet Limited

7 – 12 Horne Street Elsternwick 3185 Victoria Australia Tel +613 9528 1766 Fax +613 9523 7540 Email info@dailyplanet.com.au

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1.1 Funds to be RaisedThe Company is seeking to raise

up to $8.9 million by the offer of

17,800,000 Shares at an issue

price of $0.50 per Share.

The Shares offered under this

Prospectus are fully paid ordinary

shares in the capital of the Company

and will rank equally with all existing

ordinary shares.

1.2 Purpose of the Offer and Utilisation of FundsThe purpose of the Offer is to

raise sufficient funds to enable

the Company to meet its present

and future capital requirements.

Discharge of mortgage 1 $3,519,000

Property transfer costs 2 $316,250

Costs of the Offer 3 $1,000,000

Security for dividends 4 $712,838

Working capital 5 $3,351,912

Total $8,900,000

Notes:

1.This amount will be loaned by

the Company on commercial terms

to Metropolis to enable the Daily

Planet Group’s current debt facility

to be repaid and the security held by

the group’s bankers over the Property

(and other entities and assets within

the Daily Planet Group) to be

discharged. Refer to Section 11.1.2 for

details of the proposed loan

arrangement between the Company and

Metropolis and the reasons for it.

2. The Property transfer costs constitute

the potential stamp duty liability

payable on the transfer of the Property

to the Company. As at the date of this

Prospectus, such liability is not known

and is dependent on the outcome of

an application for reconstruction relief

made to the State Revenue Office on

26 November 2002. If successful, the

amount of $316,250 will be used as

working capital.

3. The costs of the Offer include the

costs incurred in relation to the

preparation, printing and distribution

of the Information Memorandum and

any broker’s commission payable.

4. Refer to Section 2.3 for further

information regarding the security

for dividends.

5. Refer to Section 2.7 for further

information regarding the Company’s

future activities and the utilisation of

working capital.

1.3 Minimum Subscription AmountThe Offer is conditional on the receipt

of valid applications for Shares to the

value of $6,000,250 (“Minimum

Subscription Amount”). Until valid and

binding applications to the value of the

Minimum Subscription Amount have

been received, Cameron Lane Pty Ltd

will not transfer the Property to the

Company, and the Company will not

process applications or allot Shares.

The funds received will be placed in

a trust bank account pending allotment

of Shares or the refunding of application

monies. If the Minimum Subscription

Amount is not reached by 28 February

2003, the Company will refund

application monies in full to applicants.

No interest will be paid on application

monies refunded. Any interest earned

will be retained by the Company.

1.4 Utilisation of Funds ifOffer Not Fully SubscribedIf exactly the Minimum Subscription

Amount is received, the funds raised

will be utilised in the following manner:

Discharge of mortgage $3,519,000

Property transfer costs $316,250

Costs of the Offer $865,000

Working capital $1,500,000

Total $6,200,250

In the event that the Minimum

Subscription Amount is received but

less than $8.9 million is raised, the

rental payable under the lease of the

Property will be set at such a level as is

necessary to ensure that the projected

annualised pre-tax return to holders of

the Shares is 10.00% p.a. in the part year

ending 30 June 2003.

If the Offer is fully subscribed, the

commencing annual rental payable

by Daily Planet Australia Pty Ltd will be

$661,880. If the Minimum Subscription

Amount is raised the commencing rental

will be approximately $493,948.

Any funds raised in excess of the

Minimum Subscription Amount will

be first applied towards the security for

dividends, before being applied towards

working capital.

The costs of the Offer will vary

depending on the amount of

commission payable to the broker.

Refer to Section 2.7 regarding

the utilisation of working capital.

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1.5 Capital StructureAs at the date of this Prospectus, the

Company is 100% owned by Cameron

Lane Pty Ltd as trustee for the Cameron

Lane Unit Trust. John Trimble is the sole

director and sole beneficial shareholder

of Cameron Lane Pty Ltd, and an

ultimate beneficiary of the Cameron Lane

Unit Trust.

If the Offer is fully subscribed,

the capital structure of the Company

will be as follows:

No. on issue %

Ordinary Shares 17,800,000 40.4%

B Class Shares* 26,283,336 59.6%

Total 44,083,336 100%

*Held by Cameron Lane Pty Ltd

1.6 ASX ListingWithin 7 days after the lodgement of

this Prospectus, application will be made

by the Company to be admitted to the

official list of the ASX and for the

quotation of the Company’s ordinary

shares, including the Shares offered

under this Prospectus.

1.7 Offer Period

Offer opens 29 November 2002

Offer closes 28 February 2002*

*At 5.00pm Melbourne, Australia time,

subject to the right of the Company to

alter the timetable (Refer to Section 1.8).

1.8 How to InvestApplications for Shares can only be

made by completing the Application

Form attached to this Prospectus in

accordance with the instructions

contained on the reverse of the form.

Completed Application Forms must be

accompanied by a cheque drawn on an

Australian Bank made payable in

Australian currency to “The Daily Planet

Limited Share Offer” and crossed “Not

Negotiable” for an amount of $2000 or

more. Completed Application Forms and

cheques are to be delivered to:

Computershare Investor Services

Pty Limited

Level 12, 565 Bourke Street

Melbourne, Victoria 3000

Your completed Application Form and

cheque must reach the above address

no later than 5.00pm Melbourne,

Australia time on 28 February 2003. The

Company reserves the right to alter the

investment timetable without notice or

discontinue the Offer without issuing or

allotting some or any Shares. Investors

are therefore encouraged to lodge their

applications as soon as possible.

No additional fees, commissions or

charges will be payable by investors in

respect of the Shares.

1.9 Investor EnquiriesInvestor enquiries should be directed to:

Cameron Stockbrokers Limited

on (02) 9232 7700

or

Computershare Investor Services Pty

Limited on 1300 850 505

or

the Company on (03) 9528 1766

No person is authorised to give any

information or to make any

representation in connection with the

Offer which is not contained in this

Prospectus. Any information or

representation not so contained may not

be relied on as having been authorised by

the Company in connection with the Offer.

1.10 Allocation of Shares and Conditions of InvestmentThe Company reserves the right to reject

any application or to authorise the issue

of a lesser number of Shares than those

applied for. Where the number of Shares

granted is less than the number applied

for, surplus application monies will be

refunded (less any interest earned) as

soon as practicable.

Any application accepted by the

Company is accepted on the condition

that the applicant does not have an

interest in any current licence authorising

the carrying on of a business of providing

prostitution services, nor an interest in

any unexpired permit granted for the use

of land for the purpose of the operation

of a brothel, within the meaning of those

terms in section 75 of the Prostitution

Control Act.

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2.1 IntroductionThe Company is an Australian public

company incorporated on 3 July 2002

as a special purpose investment vehicle

to own and manage the property located

at 7-12 Horne Street, Elsternwick,

Victoria, Australia (“Property”).

The Directors of the Company are

John Trimble, Andrew Harris and Shane

Maguire. Refer to Section 5 below for

more information on the experience and

qualifications of the Company’s

management team.

2.2 Company’s ActivitiesSubject to the Offer proceeding, the

Company’s sole activity will initially be

the ownership and management of the

Property. On 27 November 2002, the

Company entered into a 50 year lease

(plus options totalling 50 years) with

Daily Planet Australia Pty Ltd. Refer to

Section 11.1.1 for further information on

the leasing arrangements.

2.3 Forecast ReturnsThe Company is forecasting an

attractive annualised partly franked return

of 8.13% p.a. averaged over the next 27

months. Most Australian resident investors

(including superannuation funds) will be

able to enjoy the benefit of the imputation

credits attaching to the partly franked

dividends. For those investors, the

effective annualised rate of return will

increase to an average of 10.44% p.a. over

the forecast 27 month period.

Refer to Section 2.4 for further

information regarding the utilisation

of imputation credits and to Sections

5.7 and 6.2 for discussion of the factors

affecting the forecast returns and the

assumptions on which they are based.

Dividends will be paid on a twice yearly

basis. Subject to the Offer being fully

subscribed, the Directors will

demonstrate their commitment to the

payment of regular dividends by

ensuring that an amount, calculated by

reference to the projected after-tax profit

of the Company for the first year, is held

separately in an interest bearing account

at all times during the forecast period.

If the Offer is fully subscribed the sum

of $712,838 will be held in such an

account. On the expiry of the forecast

period the Directors will consider how

these funds can best be utilised in the

interests of shareholders.

If only the Minimum Subscription Amount

is raised, no such amount will be set

aside as security for dividends. Refer to

Section 1.4 for details of the manner in

which funds will be utilised if only the

Minimum Subscription Amount is raised.

Investors should note, however, the

payment of dividends is subject to

sufficient profits being available for

distribution in accordance with the

requirements of the Corporations Act.

2.4 TaxationThe intention of the following

information is to provide a guide to the

general taxation position of the holders

of ordinary shares. It does not purport to

be a complete analysis or identification

of all potential taxation consequences

nor is it intended to replace the need for

specialist taxation advice in respect of

the particular circumstances of

individual shareholders

2.4.1 Utilisation of imputation credits

Where shares have been held for at

least 45 whole days after acquisition,

the shareholder will get the benefit of

any imputation (franking) credits issued

during this period. The Australian

Taxation Office will not allow the

imputation credits to be used if the

shares are sold within 45 days of

acquisition. The only exemption is

individuals whose imputation credit

entitlement for the income year is less

than $5,000.

A discretionary trust will not be able

to satisfy the 45-day rule. Therefore a

discretionary trust that is a shareholder

in the Company will not be able to pass

imputation credits to its beneficiaries.

The only exception to this rule is where

the trustees of the discretionary trust

elect to become a “family trust”.

Trustees should seek taxation advice

with respect to making such an election.

Following amendments to the Income

Tax Assessment Act 1997 effective 1 July

2000, investors whose marginal tax rate

is lower than the company tax rate of

30% (eg. superannuation funds taxed

at 15%) have been able to utilise the

benefit of excess imputation credits.

2.4.2 Australian withholding tax on dividends

Overseas shareholders will be exempt from

Australian withholding tax where they

receive franked dividends. Although the

Company will endeavour to consistently

pay shareholders franked dividends, where

unfranked dividends are received

Australian withholding tax is required to be

paid. The dividend withholding rate will

vary between 5% to 30%.

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2.4.3 Calculation of Capital Gains Tax (“CGT”) on disposal

All shareholders will potentially pay CGT

when they sell their shares. As all shares

will be acquired after 21 September

1999, the discount capital gain method

may be available when calculating the

capital gain on disposal.

The discount capital gain method may

be available to individuals, trusts and

complying superannuation funds where

the shares are held for more than 12

months. Individuals and trusts may be

able to reduce for tax purposes their

capital gain by 50%. A complying

superannuation fund may be able to

reduce for tax purposes its capital gain

by 33 1/3%.

A shareholder may incur a capital loss

where shares are disposed of for a price

less than cost incurred in acquiring the

shares. The capital loss may be available

to offset against capital gains earned in

the same year of income or may be

carried forward to be offset against

future capital gains. The capital loss

cannot be used to offset other

assessable income.

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The Daily Planet Limited100% owned by Cameron Lane Pty Ltd

Daily Planet Australia Pty Ltd(operator of the Daily Planet)

100% ordinary shares owned by John Trimble

Daily Planet7 – 12 Horne Street, Elsternwick, Victoria

Metropolis (owner of the Daily Planet)

100% ordinary shares owned by John Trimble

2.5 Existing Ownership and Cash Flow Structure

Lease Rental Revenue

Reimbursement of expenses

The Daily Planet Limited59.6% B class shares owned by Cameron Lane Pty Ltd

40.4% ordinary shares owned by the public

Daily Planet Australia Pty Ltd(operator of the Daily Planet)

100% ordinary shares owned by John Trimble

Daily Planet7 – 12 Horne Street, Elsternwick, Victoria

Metropolis(owner of the Daily Planet)

100% ordinary shares owned by John Trimble

Lease Rental Revenue

2.6 Proposed Ownership and Cash Flow Structure

Payment of expenses

Reimbursement of expenses

Payment of expenses

2.7 Future ActivitiesSection 6 sets out the Company’s

projected operating revenue and

expenses for the next 27 months.

In addition, the Directors will

consider expanding and diversifying the

Company’s operations during this period

by developing or acquiring a similar

business to the Daily Planet in the

Sydney CBD, and by the acquisition

of businesses operating in related

industries throughout Australia.

To this end the Directors have examined

a range of potential sites and have

conducted preliminary discussions with

the owners of several existing businesses.

If a suitable development site in

Sydney is identified and the proposal to

develop a similar business to the Daily

Planet in the Sydney CBD proceeds, the

Company intends to contract Nascon

Australia Pty Ltd, the sole director and

shareholder of which is Andrew Harris,

on commercial terms to act as project

manager on the development.

Since 1995, prostitution has been

decriminalised in New South Wales and

it is no longer an offence to live off the

earnings of prostitution. Subject to

compliance with local planning laws,

there are no restrictions on who may

operate a brothel and to whom the

profits of the business may be

distributed. The NSW Government has

recently rejected proposals to introduce

a licensing regime for brothels similar

to that introduced in Victoria in 1994.

The timing of any such expansion or

diversification of the Company’s

activities will be determined by the

Directors following proper consideration

of all relevant factors, including the

provisions of the Corporations Act and,

the ASX Listing Rules.

The possible acquisition of businesses

operating in related industries will be

assessed by the Directors from time to

time as opportunities arise.

The Directors’ current intention is that

expenses incurred as a result of any

expansion and/or diversification of the

Company’s activities will be primarily

funded by further capital raisings.

Investors should be aware that the

forecast returns contained in this

Prospectus are based on the Company’s

activities during the forecast period being

limited to the ownership and

management of the Property. However, by

raising a significant amount of working

capital the Directors believe this will

provide them with the flexibility necessary

to give effect to the future opportunities

outlined in this Section 2.7.

Investors should also be aware of the

possibility that the forecast returns may

decrease (at least in the short term)

should further ordinary shares be issued

as part of future capital raisings or some

or all of the working capital is used to

pursue such opportunities.

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3.1 IntroductionOver the past three decades the

Property has become a well known

Melbourne landmark.

Acquired separately by Cameron

Lane Pty Ltd between 1983 and 1985,

the properties comprising 7-12 Horne

Street, Elsternwick, Victoria, were

consolidated in 1987.

The Property will be transferred from

Cameron Lane Pty Ltd to the Company

as soon as practicable following the

successful completion of the Offer

on 28 February 2003. Refer to Section 1.3

for details of the basis on which the Offer

will proceed.

3.2 Key FeaturesLocated close to the Melbourne CBD in

the bayside suburb of Elsternwick, the

Property is a large 829m2 block adjacent

to the Glenhuntly Road shopping strip

(see Melways map reference 67 F3). The

total floor area of the premises is 1031m2.

Following major refurbishments in 1988,

1994 and most recently in 2002, the

Property is structurally sound and

superbly fitted-out.

A planning permit was issued in 1989

by the Council of the City of Caulfield to

allow the operation of an 18-room legal

brothel on the Property. This is the only

permit in Victoria allowing such a large

number of rooms.

The completion of a development adjacent

to the Property is expected to increase the

car parking facilities in the area.

3.3 Building Condition ReportFor further information regarding the

condition of the Property and the

building, please refer to the summary of

the independent building condition report

set out in Section 8. The full report will be

made available for inspection during

business hours free of charge at the

Company’s registered office.

3.4 EncumbrancesSubject to the Offer proceeding, the

mortgage over the Property will be

discharged. Please refer to Section 1.2

above for further information about the

manner in which funds raised will be

utilised and Section 11.1.2 for details of

the current security held over the assets

of the Daily Planet Group.

3.5 ValuationAn independent qualified valuer has

valued the Property and buildings at

$5.75 million.

Refer to the summary of the valuation

contained in Section 9. A full copy of the

sworn valuation will be made available for

inspection during business hours free of

charge at the Company’s registered office.

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John Dennis Trimble (age 56)ExecutiveChairman

Following a distinguished career in the

First Commando Company of the Army

Reserve, John Trimble took over the

Daily Planet in 1975. Over the past

three decades he has built the Daily

Planet into one of the most successful

and recognisable brothels in Australia.

Until 1991, John continued to personally

manage the Daily Planet on a day-to-day

basis before delegating the role to a full-

time manager. This enabled him to

pursue other interests - including

property development and a charter

boat operation.

In addition to his business interests,

John has been involved in motor racing

for several years with his touring car

team "Daily Planet". During the 1990's

his team won the Sandown 500 and the

Bathurst Privateer Class.

John currently lives in Queensland and

breeds fine wool Merinos at his farm on

King Island. He still maintains a keen

interest in the Daily Planet, commuting

regularly to oversee operations.

Andrew Harris (age 53)Managing Director

Andrew Harris completed a

distinguished career in the Armed

Services commencing in 1968 and

concluding in 1979. During this period

he served with the Army Reserves from

1968-1971 in the Military Police.

Volunteering for National Service in 1971,

he completed basic training followed by

selection to and graduation from

the Officer Cadet School at Portsea.

Graduating as a Second Lieutenant, he

was selected for service with the Second

Battalion Pacific Island Regiment from

1973-1976 (self-government to

independence). He was selected to serve

in the elite Special Air Service Regiment

(SAS) in 1976 and promoted to the rank

of Captain. During his service with the

SAS he was trained as a parachute and

free fall instructor and obtained

numerous other qualifications including

counter terrorism. On completing his

military career in 1979 Andrew was

awarded several medals in recognition

of his service.

In 1979 Andrew commenced his business

career which, until 1984, included the

establishment and operation of

Australia's largest parachute school and

a successful media career as a guest

host on Channel 9's Mike Walsh Show

and Channel 10's Together Tonight. He

also completed television commercials

and competed at the highest level in

touring cars, which included him winning

Rookie of the Year at Bathurst in 1983.

His property development career

commenced when he was appointed as

a director of The George Harris Group of

Companies followed by the

establishment of his own companies,

the main of which are Nascon Australia

Pty Ltd and Nascon Constructions (Aust)

Pty Ltd.

From 1984 until 2001 he completed

numerous major projects for both Coles

Myer and Woolworths, collectively

valued at approximately $400,000

million. These shopping centres are

located in nearly every state in Australia.

During this period Andrew also

developed warehouses, office buildings

and the Eastern Stand at Optus Oval.

Andrew's career was interrupted in mid

1988 when his aircraft was forced down

in bad weather whilst flying to his farm

on King Island. Despite suffering severe

injuries in the accident, the rescuing of

his passenger resulted in him being

awarded the Star of Courage.

From 1988 until the most recent

refurbishment in 2002 he has at various

times been involved in the management

and redevelopment of the Daily Planet.

Andrew is currently overseeing the

management of the Daily Planet and,

together with John Trimble, is committed

to the success of The Daily Planet Limited.

Andrew has the right balance of media,

property and other management expertise

to ensure that The Daily Planet Limited is

effectively managed into the future.

Shane BernardMaguire (age 54)Non-executiveDirector

Shane Maguire was admitted to

practice as a Barrister and Solicitor of

the Supreme Court of Victoria in 1973.

Since 1975 he has been a partner in the

law firm Adams Maguire Sier. Shane has

extensive experience in the areas of

litigation and commercial law and has

utilised that experience to advise

businesses and organisations about

their operations and structures.

Shane has also been a member of

the AFL Tribunal since 1991 and was

appointed as Deputy Chairman of

the Tribunal in 1996. Following an

outstanding career as an amateur

footballer for North Old Boys, he

continued his involvement as an

administrator and selector. He has

received numerous awards for his

contribution to Victorian football,

including the Australian Sports

Medal for services to football

in 2000.

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As with any investment in securities

there are both general risks relating

to investment in securities and specific

risks which relate to the operations of

the Company and the industry in which

it operates.

Such risks could impact on the value

of the securities of the Company and

the Property, as well as the performance

of the Company. The Directors have

identified the following major risks,

but not necessarily all risks, relevant

to the investment and the prospects

of the Company.

Prior to making an investment decision,

investors should carefully consider the

risk factors that may affect the Company

and the industry in which it operates,

as well as other information set out in

this Prospectus.

5.1 Performance of theTenantIf the business operated by Daily

Planet Australia Pty Ltd fails to generate

sufficient revenue to enable that company

to meet its obligations to pay rent,

outgoings and the costs of capital

improvements under the lease of the

Property, or John Trimble or Metropolis

fail to comply with their respective

obligations under the deed dated 27

November 2002 (refer to Section 11.1.2

above), the profits of the Company may

be adversely affected. In such

circumstances shareholders may not

receive their dividends, or at least may

not receive them on time. The Company

cannot be required to distribute dividends

to shareholders if there are insufficient

profits to do so. The market value of the

Shares may also be adversely affected in

such circumstances.

Other than the fixed and floating charge

referred to under the heading “Operation

of the Business” in Section 11.1.2, the

obligations of Daily Planet Australia Pty Ltd

are not secured in any way by a personal

guarantee or other form of security.

The Directors are confident, however, that

the solid financial performance of the

Daily Planet over the past three decades,

whilst not a guarantee, ensures that the

risk of default by the tenant is minimised.

5.2 Default by MetropolisCity Promotions Pty LtdIf Metropolis fails to comply with its

obligations under the Facility Agreement,

the profits of the Company may be

adversely affected and shareholders may

not receive their dividends, or at least

may not receive them on time. In such

circumstances, the Company may seek

to enforce its rights under the Facility

Agreement to require the sale of the

assets secured under that agreement.

If the amount obtained from the sale of

such assets is insufficient to satisfy the

obligations of Metropolis under the

Facility Agreement, the Company will

incur a loss unless the shortfall can be

obtained from the guarantors.

Refer to Section 11.1.2 for a summary

of the terms of the Facility Agreement.

5.3 VacancyThe lease extends for 50 years (plus

options for further terms totalling 50

years), however if the lease were to

prematurely terminate the Company

would seek to find a new tenant. While

such a vacancy exists, the Company’s

income would decrease and the value

of the Property might be affected. The

Company might have to pay

commissions to estate agents to

introduce tenants or provide incentives

to attract a tenant. All these expenses

would be paid from Company funds.

To protect the Company’s earnings in the

event that the business of the Daily

Planet is interrupted, insurance cover of

up to $1,750,000 (in any one year) has

been obtained.

Investors must be aware that the rental

payable under the lease of the Property

and the projected rates of return are not

necessarily indicative of the underlying

value of the Property. If a new tenant were

to take possession of the Property and a

different business operated from it, it is

likely that the rental payable and the rates

of return would decrease significantly.

The Directors are not aware of any

reason why such a premature termination

would occur.

5.4 Key PersonnelThe future success of the Company is

largely dependent on a number of key

personnel employed by the Company.

The loss of one or more of these people

would have an adverse impact on the

Company’s business.

Due to the provisions of the Prostitution

Control Act requiring prostitution service

providers’ licences to be held by

individuals rather than bodies corporate,

the continued involvement of at least

one Director holding such a licence is

critical to the ongoing success of the

Company. John Trimble has held a licence

since 1994 and Andrew Harris has

submitted an application to the Business

Licensing Authority to obtain a licence.

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The Directors also recognise the

importance of maintaining those

licences and have introduced the

policies and procedures necessary to

ensure compliance by all staff with the

requirements of the Prostitution Control

Act and other relevant legislation.

5.5 Operating HistoryHaving been incorporated on 3 July

2002, the Company has no significant

historical financial information or

operating history. However, the

Company has a very secure source

of income, namely the Daily Planet,

an organisation that has operated

successfully for nearly 30 years.

5.6 Future Capital RaisingsThe achievement of the Company’s

goals and objectives may be adversely

affected if future capital raisings are

unsuccessful. In such event, the

Company may be forced to extend the

timetable for, or discontinue entirely,

its plans to expand and diversify the

Company’s activities in the future.

5.7 Payment of DividendsHolders of the Shares are not guaranteed

a dividend payment. Payment of

dividends is subject to the Directors

declaring or otherwise resolving to pay

a dividend and there existing no legal

impediment to the Company paying the

dividend. Dividends are non-cumulative

and, therefore, if a dividend is not paid in

any period it need not be made up in any

subsequent period.

The Company is entitled to issue

further ordinary shares (and options

over shares) that rank equally with the

Shares offered under this Prospectus

without the approval of the shareholders

in general meeting. The number of

ordinary shares may also be increased

as a result of the conversion of B class

shares into ordinary shares or the

exercise of any options issued under the

Executive Option Plan. An increase in the

number of ordinary shares on issue

(whether by issue, conversion or

exercise of options) may decrease

the dividends paid on the Shares.

In addition, the Company may, without

the approval of the shareholders in

general meeting, issue other securities

that rank ahead of the Shares for

dividends or payment on a winding up of

the Company. No prediction can be made

as to the effect, if any, such future issues

of shares or options or the conversion of

B class shares may have on the market

price of the Shares.

An increase in Directors’ remuneration

may also result in a decrease in dividends

paid. Similarly, if the Company exercises

its option to acquire the Intellectual

Property, returns may decrease.

Returns may also vary following the

repayment of the loan to Metropolis

depending on the rate of return the

Company can obtain on the repaid funds.

Refer to Sections 11.3 and 11.4 for a

summary of the rights attaching to

ordinary shares and B class shares and

the circumstances in which the B class

shares may be converted into ordinary

shares. Refer also to Section 11.5 for

details of the Executive Option Plan.

5.8 General InvestmentRisksGeneral investment risks include:

• changing local or world economic

conditions;

• changes in property market

conditions, including the value and

level of demand for commercial

properties in Melbourne;

• legislative changes, including in

relation to taxation, accounting and

the regulation of the prostitution

services industry;

• inflation; and

• natural disasters, social unrest or war

in Australia or overseas.

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6.2 Forecast AssumptionsThe forecasts provided in this

Prospectus have been prepared by

Hayes Knight, Chartered Accountants,

based on information and instructions

received from the Directors of the

Company. They represent an estimate

of future operations and are based on

a number of assumptions (the more

material of which are discussed below)

and are subject to significant

uncertainties and contingencies.

The following assumptions have been

made in the preparation of the financial

information included in this Section 6:

• The Offer is fully subscribed. If the

Offer is not fully subscribed and the

number of ordinary shares on issue

following the Offer is less than

17,800,000, the rental payable by

Daily Planet Australia Pty Ltd to the

Company will be reduced to the

amount required to ensure that the

projected annualised pre-tax return to

holders of ordinary shares is 10.00%

for the part year ending 30 June 2003.

• Cameron Lane Pty Ltd will initially

own 26,283,336 fully paid B class

shares with a value of $5,750,002.

Consideration for these shares will be

made up of the land and buildings at

7-12 Horne Street valued at

$5,750,000 and $2.00 cash.

• The Directors of the Company

have advised that under a lease

arrangement with Daily Planet

Australia Pty Ltd the buildings

will be fully maintained, including all

structural improvements as required

from time to time.

• No capital allowances are available

for the buildings as the premises

were constructed prior to 17 July

1985, when capital allowances on

buildings first became available.

• The land and buildings are stated in

the accounts at fair value as required

by accounting standards. The land

and buildings have been

professionally valued by Asset

Advisory and Valuation Service

at $5,750,000. The building

component of this valuation is

$1,975,000, as advised by the

Directors of the Company.

• The Company will pay the stamp duty

on the transfer of the Property. This

has been calculated at $316,250 and

is added to the cost of the asset.

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6.1 Forecast Earnings

FORECAST STATEMENT OF FINANCIAL PERFORMANCE FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005Note 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Revenues from ordinary activities 2 272,134 1,107,376 1,136,132

Other expenses from ordinary activities 3 36,125 147,650 150,895

Profit from ordinary activities before income tax expense 236,009 959,726 985,237

Income tax expense relating to ordinary activities 4 13,765 239,768 247,421

Net profit from ordinary activities after income tax expense11 222,244 719,958 737,816

Annualised internal rate of return on investors’ equity of $8.9 million

9.99% 8.07% 8.27%

3 months ending Year ending Year ending30 June 2003 30 June 2004 30 June 2005

$ $ $

Profit available to investors 5 222,244 719,958 737,816

Value of imputation credits - 193,591 245,508

Overall benefit to investors 222,244 913,549 983,324

Effective rate of return on investors’ equity of $8.9 million

10.00%* 10.26% 11.05%

The accompanying notes form part of these financial statements (see page 24).

* The return for 2003 has been annualised and is shown as 10.00% to recognise greater earnings in the latter 9 months compared to the initial 3 months.

• The building has been depreciated over

50 years, being the initial lease term.

• Rent will rise at the lower of CPI

or 4%. For the quarter ended

September 2002, CPI has been 3.0%,

therefore this figure has been used in

the forecast. The source for CPI is the

Reserve Bank of Australia website

tables of consumer price inflation.

Rent reviews will take place on 1 April

each year.

• Rental for the first three month

period is calculated at 3/12 of the

total rental that would be required to

give a projected annualised pre-tax

return of 10.00% for the part year

ending 30 June 2003.

• Expenses are based on estimates

provided by the Directors. Expenses

with the exception of audit fees

are expected to accrue evenly

over the period.

• Interest and expenses (excluding

depreciation) will increase by the

rate of CPI. This is taken as 3.0%.

The source for CPI is the Reserve

Bank of Australia website tables

of consumer price inflation.

• A deposit is held on trust equivalent

to the annualised after-tax profit for

the first part year of trading. This

amounts to $712,838.

• Interest on the term deposit has been

taken at 4.75% for the first year

(increasing in accordance with CPI

thereafter), this being the market rate

for call funds as at 31 October 2002.

The source is the Reserve Bank of

Australia website.

• The Company will lend $3,519,000 to

Metropolis out of the proceeds of the

Offer. Interest will be payable on this

loan at a commercial fixed interest

rate of 6.55% per annum over the

5 year term of the loan. Metropolis

will use the loan of $3,519,000 to

immediately repay the Daily Planet

Group’s existing debt finance.

• For the first three month period

dividends are payable on 30 June

only. For the rest of the forecast

period dividends are payable twice

yearly in advance, on 31 December

and 30 June.

• The entire profit will be distributed

to the holders of ordinary shares.

• The Company utilises all franking

credits available to it.

• Following the completion of the

Offer, Cameron Lane Pty Ltd is to own

59.6% of the Company in the form of

B class shares with no entitlement to

a dividend.

• The income tax rate for companies

remains at 30% for the period

covered by the forecast.

• Metropolis will agree to cover all

the expenses of Daily Planet Australia

Pty Ltd in relation to the business,

including the rental payable under

the lease of the Property. Payments

to Daily Planet Australia Pty Ltd will be

made by way of a management fee.

• If the Offer is fully subscribed, the

listing costs incurred by the Company

will be $1,000,000 (excluding GST).

• The B class shares have a right of

conversion into ordinary shares at any

time on the election of the holder of

the B class shares. For the purposes of

these forecasts, it is assumed that

Cameron Lane Pty Ltd does not

exercise its right to convert any B class

shares during the forecast period.

• The number of ordinary shares on

issue throughout the forecast period

is 17,800,000.

• The Company does not exercise its

option to acquire the Intellectual

Property during the forecast period.

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6.3 Forecast Statement of Financial Position

FORECAST STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003, 2004 AND 2005Notes 2003 2004 2005

$ $ $

CURRENT ASSETS

Cash assets 6 3,400,476 3,486,128 3,528,288

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS

Cash assets 6 712,838 712,838 712,838

Loans to related parties 7 3,519,000 3,519,000 3,519,000

Land and Buildings 8 6,056,375 6,016,875 5,977,375

TOTAL NON-CURRENT ASSETS 10,288,213 10,248,713 10,209,213

TOTAL ASSETS 13,688,689 13,734,841 13,737,501

CURRENT LIABILITIES

Current tax liabilities 9 13,765 59,942 61,855

Other Liabilities 10 24,922 24,897 25,644

TOTAL CURRENT LIABILITIES 38,687 84,839 87,499

TOTAL LIABILITIES 38,687 84,839 87,499

NET ASSETS 13,650,002 13,650,002 13,650,002

EQUITY

Contributed equity 11 13,650,002 13,650,002 13,650,002

Reserves – – –

Retained profits 12 – – –

TOTAL EQUITY 13,650,002 13,650,002 13,650,002

The accompanying notes form part of these financial statements (see page 24).

NOTE 1: STATEMENTOF SIGNIFICANTACCOUNTING POLICIES The financial report is a general

purpose financial report that has been

prepared in accordance with Accounting

Standards, Urgent Issues Group

Consensus Views, other authoritative

pronouncements of the Australian

Accounting Standards Board and the

Corporations Act.

The financial report has been prepared

on an accruals basis and is based on

historical costs and does not take into

account changing money values or,

except where stated, current valuations

of non-current assets. Cost is based on

the fair values of the consideration given

in exchange for assets.

The following is a summary of the

material accounting policies adopted by

the economic entity in the preparation of

the financial report. The accounting

policies have been consistently applied,

unless otherwise stated.

a. Income Tax

The economic entity adopts the liability

method of tax-effect accounting whereby

the income tax expense is based on the

profit from ordinary activities adjusted

for any permanent differences.

Timing differences, which arise due to

the different accounting periods in which

items of revenue and expense are

included in the determination of

accounting profit and taxable income are

brought to account as either a provision

for deferred income tax or as a future

income tax benefit at the rate of income

tax applicable to the period in which the

benefit will be received or the liability will

become payable. Future income tax

benefits are not brought to account unless

realisation of the asset is assured beyond

any reasonable doubt. Future income tax

benefits in relation to tax losses are not

brought to account unless there is virtual

certainty of realisation of the benefit.

The amount of benefits brought to

account or which may be realised in

the future is based on the assumption

that no adverse change will occur in

income taxation legislation, and the

anticipation that the economic entity

will derive sufficient future assessable

income to enable the benefit to be

realised and comply with the conditions

of deductibility imposed by the law.

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STATEMENT OF CASH FLOWS FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005Note 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

CASH FLOWS FROM OPERATING ACTIVITIES

Gross rental receipts 182,017 733,528 755,533

Interest received on bank balance 49,040 210,037 218,788

Interest received on related party loan 57,624 230,495 230,495

Payments to suppliers and employees (17,875) (118,635) (122,194)

Income tax paid - (193,591) (245,508)

GST received / (paid) 75,000 (56,224) (57,138)

Net cash provided by operating activities 13 345,806 805,610 779,976

CASH FLOWS FROM INVESTING ACTIVITIES

Loans made to related parties (3,519,000) – –

Stamp duty paid on transfer of Property (316,250) – –

Net cash provided by / (used in) investing activities (3,835,250) – –

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares 8,900,000 – –

Gross Issue costs (1,075,000) – –

Dividends paid (222,244) (719,958) (737,816)

Net cash provided by (used in) financing activities 7,602,756 (719,958) (737,816)

Net increase in cash held 4,113,312 85,652 42,160

Cash at 1 July 2 4,113,314 4,198,966

Cash at 30 June 6 4,113,314 4,198,966 4,241,126

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIODS ENDING 30 JUNE 2003, 2004 AND 2005

b. Land and Buildings

Freehold land and buildings are measured

on a cost basis, being the amount for

which an asset could be exchanged

between knowledgeable willing parties

in an arm’s length transaction.

c. Revenue

Interest revenue is recognised

on a proportional basis taking into

account the interest rates applicable

to the financial assets.

Rental income is received via a

management company under a

rental agreement.

d. Goods and Services Tax (GST)

Revenues, expenses and assets are

recognised net of the amount of GST,

except where the amount of GST

incurred is not recoverable from the

Australian Tax Office. In these

circumstances the GST is recognised

as part of the cost of acquisition of the

asset or as part of an item of the

expense. Receivables and payables

in the Statement of Financial Position

are shown inclusive of GST.

e. Depreciation

The depreciable amount of all fixed

assets including building and capitalised

lease assets, but excluding freehold land,

is depreciated on a straight line basis

over their useful lives to the economic

entity commencing from the time the

asset is held ready for use. Leasehold

improvements are depreciated over the

shorter of either the unexpired period of

the lease or the estimated useful lives of

the improvements.

The depreciation rates used for each

class of depreciable assets are:

Class of Fixed Asset Depreciation Rate

Buildings 2%

f. Cash

For the purpose of the statement of cash

flows, cash includes cash on hand and at

call deposits with banks or financial

institutions, net of bank overdrafts.

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NOTE 2: REVENUENote 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Operating activities

– rental 14 165,470 666,844 686,849

– interest from term deposits 49,040 210,037 218,788

–interest from related party loans 57,624 230,495 230,495

Total revenue 272,134 1,107,376 1,136,132

NOTE 3: PROFIT FROM ORDINARY ACTIVITIES Note 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Expenses

Administration 6,250 56,650 58,350

ASX listing fees 2,125 8,755 9,018

Audit Fees 10,000 10,300 10,609

Bank Charges 300 1,236 1,273

Depreciation 8 9,875 39,500 39,500

Directors’ and officers’ insurance 1,250 5,150 5,305

Directors’ fees 15 75 309 318

Share registry fees 6,250 25,750 26,522

Total 36,125 147,650 150,895

NOTE 4: INCOME TAX EXPENSE The prima facie tax payable on profit from ordinary activities before income tax is reconciled to the income tax expense as follows:

Note 3 months ending Year ending Year ending30 June 2003 30 June 2004 30 June 2005

$ $ $

Income tax payable on operating profit at 30% 70,803 287,918 295,571

Add tax effect of:

– non-deductible depreciation 2,962 11,850 11,850

Less tax effect of:

– issue costs deductible over five years (60,000) (60,000) (60,000)

Income tax expense attributable to profit from ordinary

activities before income tax 13,765 239,768 247,421

Future income tax benefits not brought to account:

– issue costs deductible over five years 240,000 180,000 120,000

NOTE 5: DIVIDENDSNote 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Ordinary shares

Unfranked dividend of $0.012 per Share 11 222,244 – –

Dividend of $0.040 per Share partly franked 11 – 719,958 –

Dividend of $0.041 per Share partly franked 11 – – 737,816

NOTE 6: CASH ASSETSNote 2003 2004 2005

$ $ $

Cash at bank 3,400,476 3,486,128 3,528,288

Deposits held on Trust 712,838 712,838 712,838

4,113,314 4,198,966 4,241,126

NOTE 7: LOANS TO RELATED PARTIESNote 2003 2004 2005

$ $ $

Loan to Metropolis City Promotions Pty Ltd

atf the John Trimble Family Trust 14 3,519,000 3,519,000 3,519,000

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NOTE 8: LAND AND BUILDINGSNote 2003 2004 2005

$ $ $

Freehold land:

– freehold land at cost 3,775,000 3,775,000 3,775,000

– stamp duty on transfer 316,250 316,250 316,250

Total freehold land 4,091,250 4,091,250 4,091,250

Buildings:

– buildings at cost 1,975,000 1,975,000 1,975,000

Less accumulated depreciation 9,875 49,375 88,875

Total buildings 1,965,125 1,925,625 1,886,125

Total land and buildings 6,056,375 6,016,875 5,977,375

Movements in Carrying Amounts

Balance at the beginning of the year – 6,056,375 6,016,875

Additions at cost 6,066,250 – –

Disposals – – –

Revaluation increments/ (decrements) – – –

Depreciation expense 9,875 39,500 39,500

Carrying amount at the end of the year 6,056,375 6,016,875 5,977,375

NOTE 9: CURRENT TAX LIABILITIESNote 2003 2004 2005

$ $ $

Income tax 13,725 59,942 61,855

NOTE 10: OTHER LIABILITIESNote 2003 2004 2005

$ $ $

Current

GST payable 14,922 14,597 15,035

Accruals 10,000 10,300 10,609

24,922 24,897 25,644

NOTE 11: CONTRIBUTED EQUITYNote 2003 2004 2005

$ $ $

17,800,000 fully paid ordinary shares 11a 7,900,000 7,900,000 7,900,000

26,283,336 fully paid B class shares 11b 5,750,002 5,750,002 5,750,002

13,650,002 13,650,002 13,650,002

a. Fully Paid Ordinary Shares

At beginning of reporting period – 7,900,000 7,900,000

Issue of 17,800,000 shares at $0.50 each 8,900,000 – –

Transaction costs relating to share issues (1,000,000) – –

At reporting date 7,900,000 7,900,000 7,900,000

Ordinary shares participate in dividends, and in the proceeds on winding up of the Company in proportion to the number of shares

held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has

one vote on a show of hands.

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b. B Class SharesNote 2003 2004 2005

$ $ $

At beginning of reporting period 2 5,750,002 5,750,002

Issue of 26,283,334 shares 5,750,000 – –

At reporting date 5,750,002 5,750,002 5,750,002

B class shares do not participate in dividends, but do participate in the proceeds on winding up of the Company in proportion

to the number of shares held. At shareholders’ meetings each B Class share is entitled to one vote when a poll is called, otherwise

each shareholder has one vote on a show of hands. B class shares have the right of conversion into an equivalent number of

ordinary shares if the rental payable under the lease of the Property is increased in accordance with the formula set out in

Appendix A of the Company’s Constitution (refer to Section 11.4).

NOTE 12: RETAINED PROFITSNote 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Retained profits at the beginning of the financial year – – –

Net profit attributable to members of the Company 222,244 719,958 737,816

Dividends paid (222,244) (719,958) (737,816)

Retained profits at the end of the financial year – – –

NOTE 13: CASH FLOW INFORMATIONNote 3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Reconciliation of Cash Flow from Operations with Profit

from Ordinary Activities after Income Tax

Profit from ordinary activities after income tax 222,244 719,958 737,816

Non-cash flows in profit from ordinary activities

– Depreciation 9,875 39,500 39,500

Changes in assets and liabilities

Increase in trade creditors and accruals 24,922 (25) 747

Movement in income taxes payable 13,765 46,177 1,913

GST paid on issue costs 75,000 – –

Net cash provided by operating activities 345,806 805,610 779,976

NOTE 14: RELATED PARTY TRANSACTIONSThe Company receives rental income from Daily Planet Australia Pty Ltd. The rental income is derived from a 50-year lease on the

property at 7 – 12 Horne Street. The rental income is $165,470 (exclusive of GST ) for the first three-month period ending 30 June

2003. Rent reviews will be conducted annually, and the rent will be increased by the lower of CPI or 4%. Daily Planet Australia Pty

Ltd has a formal arrangement with Metropolis whereby Daily Planet Australia Pty Ltd undertakes the management of, and pays all

expenses for, the Daily Planet gentlemen’s club including rent, which are then reimbursed by Metropolis. Cameron Lane Pty Ltd, a

related entity, acquired 26,283,334 B class shares in the Company under the issues described in Note 11b above. During the period

ended 30 June 2003, the Company loaned Metropolis the amount of $3,519,000. The facility provided is an interest only loan

repayable in July 2007, and is renewable at the discretion of the Company. Interest is payable monthly on the loan at a commercial

fixed interest rate of 6.55% per annum. Refer to Section 11.1.2 for a summary of the terms of the Facility Agreement.

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NOTE 15: DIRECTORS REMUNERATION3 months ending Year ending Year ending

30 June 2003 30 June 2004 30 June 2005$ $ $

Income paid or payable to all Directors of the Company 75 309 318

Number of Directors whose income from the entity was within the following band:

$0 – $9,999 3 3 3

The names of Directors of the Company who have held office during the financial year are:

Mr. John Trimble

Mr. Andrew Harris

Mr. Shane Maguire

NOTE 16: SEGMENT REPORTINGThe activities of the Company are entirely undertaken within Australia.

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6.4 Proforma Statement of Financial PositionNote Prior to Issue $ Effect of Issue $ After Issue $

ASSETS

Cash at bank 2g 2 3,276,912 3,276,914

Deposits held on Trust 2f – 712,838 712,838

Total cash at bank and on hand 2 3,989,750 3,989,752

GST recoverable on float costs 2d – 75,000 75,000

Land and buildings

- freehold land at cost 2a – 3,775,000 3,775,000

-stamp duty on transfer of Property 2c – 316,250 316,250

- buildings at cost 2a – 1,975,000 1,975,000

Total land and buildings – 6,066,250 6,066,250

Loan to Metropolis City Promotions Pty Ltd

atf the John Trimble Family Trust 2e – 3,519,000 3,519,000

TOTAL ASSETS 2 13,650,000 13,650,002

EQUITY

Ordinary Shares

Issue of 17,800,000 Shares 2b – 8,900,000 8,900,000

Transaction costs relating to share issues 2d – (1,000,000) (1,000,000)

7,900,000 7,900,000

B class shares

Issue of 2 shares 2 – –

Issue of 26,283,334 shares 2a – 5,750,000 –

2 5,750,000 5,750,002

TOTAL EQUITY 2 13,650,000 13,650,002

NOTES TO THE PROFORMA STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2002

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies are the same as those disclosed in the forecast financial statements. The proforma statement

of financial position has been prepared as if all transactions had taken place on 31 October 2002.

NOTE 2: EFFECTS OF ISSUEa. Land and buildings at 7-12 Horne Street, Elsternwick were transferred by Cameron Lane Pty Ltd, an entity controlled

by John Trimble, to the Company in exchange for 26,283,334 B class shares.

b. The Company raised $8,900,000 from the issue of 17,800,000 ordinary shares.

c. Stamp duty of $316,250 was paid on the transfer of the Property and has been included in the cost of the asset.

d. Transaction costs of $1,075,000 (including GST) were paid in relation to the Offer. GST is recoverable by the company.

e. The Daily Planet Limited loaned Metropolis the amount of $3,519,000. The facility provided is an interest only loan repayable in

July 2007, and is renewable at the discretion of the Directors. Interest is payable monthly on the loan at a commercial fixed

interest rate of 6.55% per annum. Refer to Section 11.1.2 for a summary of the terms of the Facility Agreement.

f. A deposit is held on trust equivalent to the annualised after-tax profit for the part year ended 30 June 2003. This amounts

to $712,838.

g. The balance of cash raised of $3,276,912 will be used by the Company in meeting its working capital commitments.

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Mr. A Harris 26th June, 2002Daily Planet Australia Pty Ltd7-12 Horne StreetElsternwick Vic 3185

Due Diligence Report

We have been requested by Daily Planet Australia Pty Ltd to carry out a due diligence examination of Horne Street, Elsternwick.

Independence and Consultants

We are acting as independent consultants having never previously worked for Daily Planet AustraliaPty Ltd or any associated or related person or entity.

We engaged consultants to carry out specialist reports in relation to the following areas:

• Mechanical and Electrical Engineering• Structural Engineering

A land surveyor also carried out a re-establishment survey separate to this report

McKenzie Group Consulting is an expert group of registered building surveyors and building regulationconsultants and we will report on the regulatory aspects of this building.

Inspections

We have inspected the building on several recent occasions including Tuesday 11th June, Tuesday 19thJune and Friday 20th June and report as follows-

Description

The building is a two storey building which has been constructed over a period of time in severalsections.

It is constructed in part of brick and timber/cement sheet external linings.

The roof is corrugated galvanised steel sheet, external walls of brick or timber framed plasterboard and a timber frame first floor. The total floor area is approximately 1,000 m2 in total.

Some storage areas exist in the sub floor space at the rear of the building.

Classification

We have classified the building as Class V – professional suites

General

The buildings is in generally good condition externally and in excellent condition internally.

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Mechanical services, electrical services and hydraulic service.

The report from the mechanical and electrical engineer dated 13th June, 2002 indicated a series of matters that required attention at that time. An inspection on Tuesday 25th June revealed that allthese issues had been satisfactorily addressed.

The initial and re-inspection reports of the mechanical and electrical engineer form attachment A to our full report.

Structural

A structural engineer has inspected the building and reported that the building structure and fabric is sound and suitable for purpose. A copy of this report forms attachment B to our full report.

Survey

A land surveyor carried out a re-installment survey which indicated that the building exists within the title boundaries and also determined the actual floor areas of the building.

This information is available for inspection.

Building Code of Australia

The building is generally in compliance with the Building Code of Australia for the intended purpose.

The building was constructed prior to the advent of the Building Code of Australia and complied withthe regulations in force at that time. Any areas of deviation from present regulations are of a minornature only and will not impact on the continued use of the building for its existing purpose.

Both the buildings and its occupants are adequately provided for in terms of safety and amenity.

Maintenance

A system of six monthly inspections will be carried out by McKenzie Group Consulting to identifymaintenance issues and any work identified as necessary requiring repair or maintenance will bereferred to the directors for action.

A contract exists to cover this.

Conclusion

The building at 7-12 Horne Street, Elsternwick occupied by the Daily Planet is fit for the purpose it is being used for and continued occupation of the building does not pose any adverse risk due tonon compliance with building regulation issues.

Duncan McKenzieMcKenzie Group Consulting Level 9, 410 Collins StreetMelbourne, 3000

26th June, 2002

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10.1 The Evolution of theDaily Planet

A call from out of the blue...

In late 1974, Sydney businessman

John Trimble was preparing to transfer

from the Army Reserve into the SAS

selection course in Western Australia

when he received a call from two former

work colleagues.

The Melbourne business that John

had been called in to rescue was an

ailing ‘massage parlour’ known as ‘Le

Chateau’. Business improved with John’s

assistance, but by 1975 the owners had

run out of money.

Out of crisis comes opportunity and

sensing his opportunity, John agreed

to buy the business outright for the

princely sum of $20,000.

The Daily Planet opens for business

John immediately closed down Le

Chateau, refurbished the premises and

changed the name to the ‘Daily Planet’.

The emphasis of the business shifted to

fun and fantasy, with ‘in jokes’ such as

the office sign reading ‘Editor’, Lois

Lane being the working name of all the

receptionists, and a telephone box in the

lobby standing ready for a quick change

by Clark Kent.

Business remained fairly slow until one

day a long haired man in scruffy denims

knocked on the door and told John he

was a photographer for Playboy. John

had his doubts, but when the July 1979

edition of Playboy hit the stands, with an

article featuring the Daily Planet by well-

known Melbourne writer and

photographer Rennie Ellis, business took

off like Superman.

Over the years, John’s amazing aptitude

for publicity has raised the Daily Planet to

icon status. Stunts such as building a life-

size replica of Superman flying out of the

Daily Planet sign worked to build media

and public awareness of the Daily Planet

brand. Linking the ‘racy’ nature of one

business to another, John purchased a

racehorse and named it the Daily Planet,

causing a media frenzy. John’s offer for

the Daily Planet to sponsor the then

Fitzroy Football Club was, after much

debate, refused. However, the ensuing

publicity once more saw John and the

business featured in all media, making

the Daily Planet a household name.

In 1991, the Daily Planet received

a Victorian Tourism Award, further

enhancing its status. Throughout

the 90’s the Daily Planet has maintained

a high profile with its professionally run

V8 Supercar team. With an enviable

reputation as Victoria’s biggest and

best, the Daily Planet has become the

benchmark against which all other

licensed brothels are measured.

Into the future...

Now, in 2002, the Daily Planet is moving

into the 21st Century – with refurbished

luxury premises and state-of-the-art

technology systems.

However, some things haven’t

changed – the Daily Planet is proud to

maintain its high standards of hygiene,

safety, customer service and customer

satisfaction.

The Daily Planet has now positioned

itself as a truly unique Australian

business. Prospects for future expansion

into like businesses pave the way for the

next exciting phase in the evolution of

the Daily Planet.

10.2 Frequently Asked QuestionsQ So, what really happens inside the

Daily Planet?

A Guests enter the secure reception area

at the front of the building, where the

receptionist, ‘Lois Lane’, greets them.

Lois arranges for a hostess to take

first-time guests on a tour of the

Lounge, Sports Bar, Planet Bar and

other facilities. If the guest decides to

stay for a while, a room can be booked

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at reception in the same way you

would book a hotel room.

The guest is then free to partake in the

free facilities within the Daily Planet,

including pool and arcade games,

drinks, dancing and lively conversation

with numerous ladies in a relaxed

social environment. Once the guest has

met a lady of their liking, they simply

hand over the card received from

reception and adjourn to the room. All

transactions between guests and the

ladies working at the Daily Planet are

completely private and discreet.

Q How many rooms are available

and what are they like?

A In all, 18 private rooms or suites are

available at the Daily Planet. Each

room is stunningly appointed and

offers a variety of facilities, including

two- or four-person showers, 8-seat

spas and beds large enough to

accommodate a small group. All

rooms are named and themed.

As most brothels are limited by law to

6 rooms, the Daily Planet has a distinct

market advantage.

Q What are the hours of operation of

the Daily Planet and what are the

peak times?

A The Daily Planet is generally open 7

days a week, 24 hours a day, however

during the winter period opening may

be delayed until 10am or 12noon. The

busiest times are from 10pm to 4am on

most nights.

Peak periods include the Grand Prix

(several international racing teams

visit each year), and from the AFL

Grand Final weekend and Spring

Racing Carnival right through to

Christmas and New Year’s Eve.

Q What services are offered at the

Daily Planet and what do they cost?

A The services offered vary – a full

service list is available at the website

www.dailyplanet.com.au.

Most people are not aware that

anybody over 18 years of age can book

a room at the Daily Planet. Couples and

groups are welcome to share a private

night of fantasy in any one of the

eighteen magnificently appointed

rooms that the Daily Planet has to offer.

The Daily Planet simply provides a

secure hotel-like environment, and is

not involved in any transaction other

than booking rooms and providing use

of the facilities. All prices for personal

or sexual services are directly

negotiated between the guest and the

lady of their choice.

The Daily Planet prides itself on the

fact that its income has always been

derived solely from the rental of its

rooms to the guests, and it has never

shared in the income of its sex workers.

Q How many staff are employed by the

Daily Planet and what do they do?

A There is a staff of approximately

30 non-sex workers, including

receptionists, hostesses, bar

staff, security, towel staff,

cleaners and maintenance.

Approximately 100 to 150 independent

sex workers also operate from the Daily

Planet premises.

Q How hygienic is the Daily Planet and

what measures are taken to ensure a

high standard of health and hygiene?

A The Daily Planet proudly maintains

a hygiene level equivalent to that of

a five-star hotel. All towels and sheets

are washed after each guest’s visit.

The high-tech washing machines inject

a highly potent anti-bacterial

disinfectant during the high-

temperature wash cycle to ensure

cleanliness. The dishwasher on site

operates in a similar way to ensure

that all crockery and cutlery is

completely hygienic. Rooms are

progressively cleaned and sanitised

throughout each day.

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All spas are monitored daily and

are thoroughly checked on a regular

basis by an Environmental Health

Officer from the local council to ensure

that they comply with all relevant

health regulations.

Q How does the Daily Planet manage

the risk of infection of STDs and

other diseases?

A All sex workers are required by law

to use condoms and/or dental dams

during any sexual activity and the

Daily Planet does not tolerate requests

by guests for unprotected sexual

services. The ladies who operate from

the Daily Planet are required to have

complete health checks for STDs, HIV

and Hepatitis on a monthly basis.

Throughout the entire history of the

Daily Planet, the Directors are not

aware of any reported incident of

infection – STD or otherwise.

Q How many ladies operate from the

Daily Planet and what is their

average age?

A Seasonally, there are between 100

and 150 ladies working on a rotational

roster (no males). Their average age is

25 years.

Q How many shifts does a Daily

Planet lady do in a week, on

average?

A Approximately three to four eight

hour shifts.

Q Are all bookings sexual? What

other activities do guests request?

A Some bookings are purely for

companionship. The Daily Planet ladies

often build up strong rapport with

guests and not every visit is based on

sex alone. Sometimes guests simply

want female company and may wish to

have a spa, to talk about their day or

week, or watch TV in one of the rooms.

Q In general, how are the ladies

treated by guests?

A All Daily Planet guests treat the ladies

with respect. If they do not, they

are asked to leave the premises.

Most of the Daily Planet ladies

find their job empowering and

many receive positive attention,

compliments, gifts and friendship from

their personal clients and other Daily

Planet guests. Many of the Daily Planet

ladies also comment that their job

enables them to enjoy the freedom

of financial independence .

Q Who is a ‘typical’ Daily Planet

guest?

A Guests range from single men to

couples, aged 18 to 80 and of all

cultural and social backgrounds.

As one of the few establishments

offering wheelchair access, the Daily

Planet is proud to be able to provide

services to people with disabilities.

Q How does the Daily Planet recruit

their staff and their sex workers?

A The Daily Planet does not actively

recruit staff and is prohibited by law

from advertising for staff. Given the

reputation and high standards of the

Daily Planet, prospective staff

approach management as a result

of word-of-mouth recommendations.

They then undergo an interview

process in order to appear on the

Daily Planet roster. Intensive training

ensures that the standards of all

services offered by the Daily Planet

remain of the highest quality.

Q What type of person works at the

Daily Planet?

A To work at the Daily Planet ladies don’t

have to be a model or Playboy pin-up.

The Daily Planet is proud to offer

ladies of varying ages, heights and

shapes who also represent the cultural

diversity of the wider community. All

Daily Planet staff are friendly,

approachable and sociable. Whilst

they are physically attractive, they are,

first and foremost, great listeners.

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Q What is the moral standpoint of the

Daily Planet and its management on

the role of prostitution in society?

A The Daily Planet believes that

prostitution should be legal, strictly

policed and properly managed. Many

people are not aware that when the

Prostitution Control Act was passed in

Victoria in 1994, the Vice Squad of the

Victorian Police was disbanded.

Policing prostitution activities in

brothels is now a function of local

councils, and many councils are

unwilling or financially unable to

force the closure of illegal brothels.

The Daily Planet is a high quality

establishment designed to provide

a safe and secure environment in

which sex workers can operate.

The management of the Daily Planet

does not regard prostitution as

immoral, but simply the oldest known

profession that has been, and always

will be, a part of life.

10.3 Cash Flow andManagement StructureThe business of the Daily Planet is

conducted by John Trimble as licensee.

Metropolis is the entity which owns a

number of the major assets of the business

and is primarily entitled to receive all

income generated by the business.

The business is operated through

Daily Planet Australia Pty Ltd under

a management arrangement with

Metropolis. Daily Planet Australia Pty

Ltd enters into all contracts with third

parties concerning the business,

including as tenant under the lease of

the Property, and invoices Metropolis on

a monthly basis for all expenses incurred

under those contracts. John Trimble is

the sole director and shareholder of both

Metropolis and Daily Planet Australia Pty

Ltd and is a beneficiary under the John

Trimble Family Trust.

Andrew Harris, a Director of the

Company, has applied to the Business

Licensing Authority for a prostitution

service provider’s licence and, subject to

the success of that application, Daily

Planet Australia Pty Ltd will in turn

outsource the day-to-day management

of the business to Nascon Australia Pty

Ltd, for which the latter will receive a

management fee. Andrew Harris is the

sole director and shareholder of Nascon

Australia Pty Ltd.

Refer to Section 11.1.2 for a summary of

the deed entered into between the

Company and the Daily Planet Group

dated 27 November 2002

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11.1 Material Contracts

11.1.1 Lease to Daily Planet Australia Pty LtdOn 27 November 2002, the Company

leased the Property to Daily Planet

Australia Pty Ltd, a company 100% owned

by John Trimble. The initial term is 50

years, plus 5 options for further terms of

10 years each.

The lease is conditional on the Company

becoming the registered proprietor of the

Property. Refer to Section 1.3 for details of

the basis on which the Offer will proceed.

Subject to the Offer being fully

subscribed, the commencing annual rental

payable by Daily Planet Australia Pty Ltd

will be $661,880, subject to annual CPI

reviews capped at 4%. The lease contains

a standard ratchet clause to ensure the

rental does not decrease at any stage

during either the initial or further terms.

The exact commencing rental will not

be known until the Offer is completed

and the number of ordinary shares

determined. The commencing rental

will be set at the level required to ensure

that holders of ordinary shares in the

Company will receive a projected

annualised return of 10.00% p.a. for

the part year ending 30 June 2003. For

example, if the Minimum Subscription

Amount is raised, the commencing rental

will be approximately $493,948.

The lease is on extremely favourable

terms to the Company, with Daily Planet

Australia Pty Ltd responsible for all

outgoings, improvements, structural

repairs and capital works on the

Property. These arrangements will

ensure that the Company’s overheads

are minimised. Upon completion, any

such structural repairs or capital works

become the property of the Company.

In the event the Property (including the

building) is damaged or destroyed the

Company may compel the tenant to

carry out reinstatement works. During

any period that the tenant cannot use

or gain access to the Property, the rental

payable will be reduced by a reasonable

amount taking into account:

(a) the type and extent of the damage

or destruction; and

(b)the extent to which the Company is

indemnified under an insurance policy

taken out in accordance with the

terms of the lease.

The rental reduction provision does

not apply where:

(a)the tenant is fully indemnified

in relation to such damage or

destruction under an insurance policy

taken out in accordance with the

terms of the lease;

(b)the damage or destruction was

caused by, contributed to, or arises

from any wilful act of the tenant or

the tenant’s employees;

(c) an insurer under any policy effected

in accordance with the terms of the

lease refuses indemnity or reduces

the sum payable under the policy

because of any act or default of the

tenant or the tenant’s employees; or

(d)the tenant fails to comply with its

obligation to maintain insurance in

accordance with the terms of the lease.

In accordance with the terms of the

lease, Daily Planet Australia Pty Ltd, at

its own expense, has obtained insurance

cover against public liability up to the

value of $10,000,000, property damage

up to the value of $5,000,000, and rental

protection up to the value of $1,750,000

(in any one year). The Company is named

as the insured or co-insured in each of

these policies.

11.1.2 Deed between theCompany and the DailyPlanet GroupOn 27 November 2002, the Company

and the Daily Planet Group entered into

a deed covering a number of key issues

affecting their relationship.

Structuring Issues

Subject to the Offer proceeding and

as soon as practicable after the Closing

Date, the following events will take place:

(1) The Company will loan to Metropolis

the amount of $3,519,000 pursuant to

the terms of the Facility Agreement;

(2) Metropolis will use the loan amount

to fully discharge the security held by

the Daily Planet Group’s bankers over

the assets of the Daily Planet Group,

including the current mortgage over

the Property;

(3) The Daily Planet Group will grant to

the Company security for the loan

specified in the Facility Agreement.

(4) Cameron Lane Pty Ltd will transfer

all legal and beneficial title to the

Property (free of encumbrances)

to the Company and will deliver

to the Company:

• a duly executed transfer of land

indicating the Company as the

transferee of the Property;

• a duly executed discharge

of Registered Mortgage No.

N177882U;

• duplicate Certificate of Title

Volume 9709 Folio 911; and

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• any other documents necessary to

enable the Company to become

registered proprietor of the

Property; and

(5) in consideration for the transfer

of the Property, the Company will

issue to Cameron Lane Pty Ltd

26,283,334 B class shares in the

capital of the Company.

Operation of the Business

Metropolis (in its own capacity and as

trustee for the John Trimble Family Trust)

and John Trimble (both in his capacity

as a director of Metropolis and on his

own behalf ) have jointly undertaken

to the Company to ensure that the

expenses and liabilities of the Daily

Planet and Daily Planet Australia Pty Ltd

(including the rental payable under the

lease of the Property) are met as and

when they fall due.

The obligations of Metropolis and John

Trimble under the deed are limited to

applying the income generated by the

operation of the Daily Planet towards

such expenses and liabilities and do not

constitute a general guarantee of the

solvency of Daily Planet Australia Pty Ltd.

The income generated by the Daily

Planet will be applied by Metropolis

towards the Daily Planet’s business

expenses and liabilities prior to being

applied to any other activities

undertaken by Metropolis or otherwise

distributed. Payments will be made to

Daily Planet Australia Pty Ltd on a

monthly basis or as required.

The terms of the deed also provide

for a registrable charge in favour of the

Company over those assets of

Metropolis required for the operations of

the Daily Planet. Following repayment of

the loan from the Company to

Metropolis, the Company may maintain

the charge as security for the

performance of John Trimble’s and

Metropolis’ obligations under the deed.

The charge may be released if those

assets are transferred to Daily Planet

Australia Pty Ltd, or Metropolis

guarantees the obligations of Daily

Planet Australia Pty Ltd in a form

satisfactory to the Company.

Intellectual Property

The Daily Planet Group has agreed

to grant to the Company a royalty-free,

non-exclusive, non-transferable,

perpetual licence to use certain items

of Intellectual Property in relation to the

business operations of the Company to

be conducted immediately following the

transfer of the Property, and expressly

excludes the use of those items of

Intellectual Property in relation to:

• merchandising;

• sub-licensing; and

• a business (wherever located) which

is the same or substantially similar to

the business of the Daily Planet or a

table-top dancing establishment.

The Daily Planet Group also grants to

the Company an option to purchase all

legal and beneficial title to the

Intellectual Property. If the Company

exercises this option, its title to all the

Intellectual Property will be subject to a

royalty-free, non-exclusive, non-

transferable, perpetual licence to the

Daily Planet Group to enable the Daily

Planet Group to continue to use the

Intellectual Property within Victoria in

relation to the operations of its business

existing as at the date of the deed. The

option expires at 5pm on 31 December

2005 and is exercisable on payment of

an amount to be agreed between the

Company and the Daily Planet Group

or, failing agreement, the amount

determined by an expert nominated by

the Company. The Company will be

solely responsible for the expert’s fees

and expenses.

If the ASX Listing Rules operate to

prevent the purchase price being paid

in cash, the Company must issue to a

nominated member of the Daily Planet

Group the number of ordinary shares

in the Company equal to the value of

the purchase price based on the market

value of the ordinary shares as at the

settlement date.

Facility Agreement

The Company has agreed to loan

Metropolis the amount of $3,519,000

pursuant to the terms of the Facility

Agreement (the terms of which form

an annexure to the deed dated 27

November 2002). These funds will be

used to repay the Daily Planet Group's

current debt facility and discharge the

security held by the group's bankers

over the assets of the group, including

the mortgage over the Property. The

facility provided under the Facility

Agreement is an interest only loan

repayable in July 2007. Interest on the

loan is payable monthly in arrears at a

commercial fixed interest rate of 6.55%

per annum. If any event of default occurs

(such as the failure to make repayments

when due) the interest rate increases

to 9.05% per annum.

The Company will take a number of

forms of security over the assets of

the Daily Planet Group, including a fixed

and floating charge over the assets of

Metropolis, mortgages over real property

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and unlimited guarantees and

indemnities from each member of the

Daily Planet Group. Metropolis must

bear all costs incurred by the Company

in obtaining such security.

Prior to the execution of the Facility

Agreement, the Company may, at its own

cost, undertake valuations of the secured

assets. If in the Company's reasonable

opinion the value of such assets is

insufficient to adequately secure the

loan, the Company may, at any time

prior to the loan being made, terminate

the deed dated 27 November 2002 and,

in turn, its obligation to make the loan

to Metropolis. If this occurs the Offer will

not proceed. As at the date of this

Prospectus, the Directors of the Company

are satisfied that the Daily Planet Group

has sufficient assets to adequately

secure the loan to Metropolis.

The Directors have valued the assets of

the Daily Planet Group at $8,700,000.

This provides a lending ratio (being the

amount of the facility as a percentage of

the value of the secured assets) of 40%.

The assets are classified as follows:

Land and Buildings $1,800,000

Goodwill $5,050,000

Other assets $1,850,000

Total $8,700,000

The repayment of the Daily Planet

Group's current debt facility out of the

loan proceeds will enable the Company

to acquire the Property unencumbered

and will also enable the Company to take

first ranking security over the assets of

the Daily Planet Group. Alternatively, if the

Company had assumed the Daily Planet

Group's liability under the current debt

facility Capital Gains Tax (CGT) rollover

relief would cease to be available and the

Property would lose its status as a pre-

CGT asset. As such, any capital gain made

by the Company on a subsequent

disposal of the Property would be subject

to CGT. For these reasons, the Directors

believe it is preferable to structure the

repayment of the current debt facility via

a loan to Metropolis.

11.1.3 Service AgreementsAccording to the terms of the Directors’

respective service agreements with the

Company, each Director is entitled to be

paid remuneration of $100 per annum or,

subject to regulatory requirements, an

amount otherwise agreed between the

relevant parties. The respective service

agreements contain an express provision

allowing for an increase in remuneration

if the activities of the Company

significantly expand and/or diversify

in the future.

The Company has agreed to provide

access to board papers to each Director

while they remain officers of the

Company and for a period of seven years

from when they cease to be officers.

The Company has also agreed to

indemnify, to the extent permitted by

the Corporations Act, each Director in

respect of certain liabilities which the

Director may incur as a result of, or by

reason of, being or acting as an officer

of the Company. The Company has also

agreed to maintain in favour of each

Director a directors’ and officers’ policy

of insurance for the period that they are

an officer of the Company and for a

period of seven years after they cease

to be an officer.

11.2 Documents Availablefor InspectionA copy of the following documents

will be made available for inspection

during business hours free of charge

at the offices of the Company until the

Closing Date:

• Constitution of the Company;

• Building Condition Report prepared

in relation to the Property;

• Valuation of the Property;

• Certificates of insurance in relation

to the Property and the business of

the Daily Planet; and

• All material contracts referred to in

Section 11.1 above.

11.3 Rights Attaching to the SharesThe Shares rank equally with the

Company’s existing ordinary shares. The

rights attaching to the Shares are set out

in the Constitution. Rights also arise

from the Corporations Act, the ASX

Listing Rules and the general law.

The Constitution was amended on 27

November 2002 to comply with the ASX

Listing Rules.

A copy of the Constitution is available for

inspection at the Company’s registered

office during normal business hours.

The following is a summary of the rights

attaching to the existing ordinary shares

(including the Shares) under the

Constitution:

Voting and Meetings

Each shareholder is entitled to receive

notice of, attend and vote (in person or

by proxy or attorney) at general meetings

of the Company and to receive all notices,

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financial records and other documents

required to be provided to shareholders

under the Constitution, the Corporations

Act or the ASX Listing Rules.

Subject to any restriction on voting

imposed by the ASX Listing Rules, any

escrow agreement entered into between

the Company and a shareholder, the

provisions of the Constitution, or any

rights or restrictions attaching to any

class of shares, every shareholder

present at a general meeting (in person

or by proxy or attorney) has on a show of

hands, one vote, and on a poll, one vote

for each fully paid share held.

Dividend Entitlement

Dividends are payable out of the profits

of the Company and are declared by the

Directors. Where the Directors declare a

dividend, all shareholders are entitled to

receive a percentage of the dividend in

proportion to their respective

shareholding, subject to the rights

of shareholders who have special or

preferential rights as to dividends, such

as B class shareholders who have no

right to dividends.

Refer to Section 11.4 below for details

of the rights attaching to B class shares.

Winding-Up

If the Company is wound up, each

shareholder has the right to participate

in the distribution of any surplus assets

or profits of the Company in proportion

to the number of shares held,

irrespective of the amount paid or

credited as paid on the shares, subject

to the powers of the liquidator and

shareholders (if any) with special or

preferential rights.

Transfer of Shares

A shareholder may transfer shares by

a proper transfer effected in accordance

with any computerised or electronic

system established or recognised by

the ASX or the Corporations Act for

the purpose of facilitating transfers of

shares, or by an instrument in writing in

a form approved by ASX, or in any form

approved by the Directors. The Directors

may refuse to register a transfer of

shares where the refusal to register

the transfer is permitted under the

Constitution or the ASX Listing Rules.

Issue of Shares

Subject to the restrictions on the issue

of shares imposed by the Constitution,

the Corporations Act and the ASX Listing

Rules, the Directors may issue, grant

options in respect of, or otherwise

dispose of further shares as they see fit.

Shareholder Liability

The Shares offered under this Prospectus

are fully paid shares. Therefore, the

Shares will not be subject to any calls for

extra payment and will not become liable

for forfeiture for non-payment.

Company Records

The Directors must cause the Company

to keep written financial records in

relation to the business of the Company

and cause such records to be audited in

accordance with the Corporations Act.

Directors have the right to access such

records during their term of appointment

and, in certain circumstances, after their

retirement or removal.

Remuneration of Directors

The non-executive directors of the

Company are paid such remuneration as

is determined by the Company in general

meeting from time to time. The Company

determines the total remuneration to be

paid to the non-executive directors, and

the Directors determine how the total

remuneration is divided among them.

The remuneration of executive directors

(including the managing director) is fixed

by the Directors from time to time.

Forfeiture

If the Directors are reasonably satisfied

that a member is in breach of section 75

of the Prostitution Control Act (refer to

Section 1.10 above), the shares held by

that member may be forfeited.

Alteration to the Constitution

The Constitution can only be amended

by a special resolution passed by at

least 75% of the shareholders present

in person or by proxy, attorney or

representative, and voting at a general

meeting of the Company. At least 28

days written notice specifying the

intention to propose the resolution

as a special resolution must be given.

ASX Listing Rules

On admission to the official list of the

ASX and notwithstanding anything in the

Constitution, if the ASX Listing Rules

prohibit an act being done, the act must

not be done. If the ASX Listing Rules

require an act to be done or not to be

done, authority is given for that act to be

done or not to be done (as the case may

be) and, if a provision is required in the

Constitution by the ASX Listing Rules,

the Constitution will be treated as

containing that provision. If any

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provision of the Constitution becomes

inconsistent with the ASX Listing Rules,

the Constitution will be treated as not

containing that provision to the extent

of the inconsistency.

11.4 Rights Attaching to B Class Shares

Term

Unless cancelled or converted earlier

in accordance with the terms and

conditions set out in this Section 11.4,

the B class shares will be cancelled, for

no consideration, on the Maturity Date

(being the 5th anniversary of the official

quotation of the ordinary shares on ASX).

The Company must use its best

endeavours to ensure that the

cancellation procedure (involving a

selective reduction in share capital in

accordance with section 256C of the

Corporations Act) is undertaken in

an effective and timely manner. The

Company must also take all necessary

actions to ensure that all B class shares

on issue and which have not been

converted into ordinary shares or

cancelled as at the Maturity Date, are

cancelled on the Maturity Date.

Notwithstanding the above, if all or some

of the B class shares have not been, or

are not able to be, cancelled with effect

from the Maturity Date, all such B class

shares will be automatically converted

into ordinary shares in accordane with

the conversion formula.

Voting

The holder of the B class shares has the

right to attend and vote at meetings of

the Company and on a show of hands to

1 vote and on a poll to 1 vote for each B

class share held.

Conversion

The holder of the B class shares has the

right, at any time prior to the Maturity

Date, to require the Company to convert

all or any number of the B class shares

held by the holder as at the relevant

conversion date into an equivalent

number of ordinary shares if the rental

payable to the Company under the lease

of the Property is increased in

accordance with the following formula:

A x B = C

where:

A = 1.477 x D

E

B =The number of B class shares to be

converted

C =The amount (in dollars) by which the

annual rental must be increased

D =If no B class shares have been

converted, the amount (in dollars)

of rental payable annually under the

lease of the Property as at the

relevant conversion date; or

If B class shares have been

converted, the amount (in dollars)

of rental that would have been

payable annually as at the relevant

conversion date if no B class shares

had been converted

E =The number of B class shares on

issue as at the commencement of

trading (26,283,336) adjusted to

take into account any new issue of

securities, reconstruction or return

of capital

By way of example, if 1,000,000 B class

shares were converted into ordinary

shares on the day following the issue

of Shares to investors, the annual rental

payable under the lease of the Property

would be increased by $37,194.50

(assuming the Offer is fully subscribed).

Ranking

The ordinary shares arising upon

conversion of the B class shares will,

from conversion, rank pari passu in all

respects with all other ordinary shares in

the capital of the Company then on issue.

Right to Dividends

The B class shares have no right to

dividends.

B class shares converted into ordinary

shares will rank pari passu with ordinary

shares then on issue in all respects

(including in respect of dividends),

save that they will rank for purposes of

interim or final dividends payable out

of distributable income or revenue

reserves only in respect of the time

during the dividend calculation period

during which they were ordinary shares

and not during the whole of the dividend

calculation period.

Participation in New Issues

The holder of the B class shares has the

right (prior to conversion of the B class

shares into ordinary shares) to

participate in offers to holders of

ordinary shares to subscribe for new

securities of the Company, or to

participate in any bonus issue, as if the

number of B class shares held were an

equivalent number of ordinary shares.

Reconstructions

If the ordinary shares are reconstructed,

consolidated or divided (other than by

way of a bonus issue) into a lesser or

greater number of securities, then the

B class shares must be reconstructed,

consolidated or divided by the Directors

on the same basis.

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Return of Capital

If the Company undertakes a return of

capital to holders of ordinary shares

(other than by way of a share buy-back),

the holder of the B class shares has the

right (prior to conversion of the B class

shares into ordinary shares) to

participate in the return of capital as if

the number of B class shares held were

an equivalent number of ordinary shares.

Share Buy-Back

If the Company undertakes a buy-back

of ordinary shares (whether on or off

market), the holder of the B class shares

has the right (prior to conversion of the

B class shares into ordinary shares) to

participate in the share buy-back as if

the number of B class shares held were

an equivalent number of ordinary shares.

Takeover Offers and Schemes of Arrangement

If a takeover offer is made for ordinary

shares, acceptance of which is

recommended by the Company, or the

Company recommends a scheme of

arrangement in respect of the ordinary

shares which will result in a person who

did not previously have such interest

acquiring a relevant interest in more

than 50% of the Company’s shares (both

ordinary and B class), then the holder of

the B class shares will have the right to

participate in the takeover offer or

scheme in respect of those B class

shares converted into ordinary shares

during the takeover or scheme period.

Participation in Winding Up

On the winding up of the Company, the

holder of the B class shares has the right

to participate in the division of any

surplus assets or profits of the Company

to the same extent as the holders of

ordinary shares in proportion to the

number of B class shares held,

irrespective of the amount paid or

credited as paid on the B class shares.

Early Cancellation

The Company may cancel all or any number

of the B class shares then on issue in

accordance with the cancellation procedure

if any of the following events occur:

(a) Daily Planet Australia Pty Ltd, for

whatever reason, ceases to be the

tenant of the Property and is not

replaced by an entity controlled

(as that term is defined in the

Corporations Act) by John Trimble;

(b) John Trimble ceases to control,

whether directly or indirectly,

Daily Planet Australia Pty Ltd;

(c) the expiry, termination or surrender

of the lease of the Property entered

into by the Company and Daily

Planet Australia Pty Ltd dated

27 November 2002;

(d) an insolvency event occurs in respect

of John Trimble; or

(e) an insolvency event occurs in respect

of Daily Planet Australia Pty Ltd or,

if another entity controlled by John

Trimble replaces Daily Planet

Australia Pty Ltd as tenant under

the lease, that entity.

Transfer of B Class Shares

The holder of the B class shares has

no right to transfer the B class shares

unless and until such shares are

converted into ordinary shares.

Quotation

The Company, at its own cost, must

use its best endeavours to procure, if

permitted by the ASX Listing Rules to

do so, that the B class shares converted

into ordinary shares are quoted as soon

as practicable after conversion.

Variation of Class Rights

To the extent that any action provided for

in this Section 11.4 constitutes a variation

of the rights attaching to either ordinary

shares or B class shares, these provisions

will operate to the exclusion of the

procedures set out of the Constitution.

11.5 Executive Option PlanThe Company adopted an executive

option plan on 27 November 2002

(“Plan”). The Plan is to assist in the

attraction and retention of executives

and other employees, to provide

incentives that enable eligible executives

and employees to share in the success of

the Company, and to align the financial

interests of eligible executives and

employees with those of the shareholders.

The Plan permits the Company, at the

discretion of the Board, to grant options

over ordinary shares in the capital of the

Company. Those eligible to participate in

the Plan include any person (including a

director) who is in the full-time or part-

time employment of the Company or an

associated company or who holds salaried

employment or office in relation to the

Company or an associated company.

The Board has the discretion to

determine which employees, executives

and directors are entitled to participate

in the Plan, the number of options to be

granted, the exercise price (if any), the

exercise date and any conditions

applying to the options. Performance

hurdles and conditions relating to the

options may be used by the Board to

reflect both the individual’s and

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Company’s performance targets.

If these targets are not met, or the

participant ceases employment with

the Company or dies, the options

granted may lapse either in whole or

in part. No voting entitlement attaches

to the options.

The Board also has the discretion to

determine that options granted under the

Plan to a participant have lapsed where in

the opinion of the Board the participant

has acted fraudulently, dishonestly or has

breached their duties to the Company or

an associated company.

In accordance with the terms of the Plan,

the total number of unexercised options

on issue at any time under the Plan must

not exceed 15% of the total number of

ordinary shares on issue at that time.

As at the date of this Prospectus,

no options have been issued or granted

under the Plan and the Directors’ current

intention is not to issue any options

during the life of this Prospectus or

during the 2002/2003 financial year.

11.6 Holding Statementsand Share CertificatesThe Company will participate in the

Clearing House Electronic Sub-register

System (“CHESS”). All ASX trading in

the Shares after listing will be settled

through CHESS. Computershare Investor

Services Pty Limited will operate an

electronic Company-sponsored sub-

register. The CHESS sub-register will be

operated by ASX Settlement and Transfer

Corporation Pty Ltd. Both these sub-

registers will constitute the Company’s

principal share register.

Following the close of the Offer, the

Company will provide each shareholder

with a holding statement that sets out

the number of Shares allotted to that

shareholder. The holding statement will

also inform shareholders of their

Shareholder Reference Number.

Shareholders who are CHESS

participants will receive an explanation

of sale and purchase procedures under

CHESS with their holding statement. If a

shareholding changes during a month,

the shareholder will receive a statement

at the end of that month. Shareholders

may also request statements at any

other time, although the Company may

charge an administration fee in this case.

Shareholders who wish to receive a

commemorative parchment share

certificate may do so by marking the

appropriate box on the Application Form.

Such share certificates will be provided

solely for the purpose of commemorating

the Company’s initial public offering and

will have no legal effect. Shareholder

entitlements will be determined by

reference to the holding statements.

11.7 LitigationJohn Trimble and Daily Planet Australia

Pty Ltd have issued proceedings against

Patrick D Lowry and Lowry Real Estate Pty

Ltd. Mr Lowry and his company were

formerly engaged as managers of the

Daily Planet on behalf of John Trimble. It

is alleged in the proceedings that the

defendants failed to exercise all due care

and diligence in carrying out the terms of

their management obligations and, as a

consequence, John Trimble and Daily

Planet Australia Pty Ltd suffered

substantial loss. The claim is for

unspecified damages which are estimated

to be in the vicinity of $2 million. Adams

Maguire Sier, Barristers and Solicitors,

have provided advice to John Trimble and

Daily Planet Australia Pty Ltd indicating

that the claim has merit.

11.8 Directors’ Interestsand RemunerationAs at the date of this Prospectus, the

Company is 100% owned by Cameron

Lane Pty Ltd (ACN 006 204 084) as

trustee for the Cameron Lane Unit Trust.

John Trimble is the sole director and sole

beneficial shareholder of Cameron Lane

Pty Ltd, and an ultimate beneficiary of

the Cameron Lane Unit Trust.

Other than as set out in this Prospectus,

no Director of the Company, proposed

Director of the Company, nor firm in

which a Director is a partner, holds at the

time of lodgement of this Prospectus

with ASIC, or has held in the two years

before lodgement of this Prospectus with

ASIC, an interest in:

(a) the formation or promotion

of the Company;

(b)the Offer;

(c) any property acquired or proposed

to be acquired by the Company in

connection with its formation or

promotion or with the Offer.

Other than as set out in this Prospectus,

no one has paid or agreed to pay any

amount, and no one has given or agreed

to give in the two years before

lodgement of this Prospectus with ASIC

any benefit, to any Director or proposed

Director:

(a)to induce them to become, or qualify

them as, a Director; or

(b)for services provided by a Director or

proposed Director in connection with

the formation or promotion of the

Company or with the Offer.

Subject to the provisions of the

Constitution, the Corporations Act

and, if applicable, the ASX Listing

Rules, the Directors will be paid such

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remuneration as is determined by either

the Board of Directors or the Company in

general meeting (as appropriate) from

time to time.

For the financial year ended 30 June

2003, the Directors will be paid the

nominal remuneration of $75 divided

equally. The Directors’ current intention is

not to seek to increase their remuneration

during the 2002/2003 financial year.

Remuneration may be increased after

this time having regard to the scale and

complexity of the Company’s operations

and shareholder returns.

11.9 Restricted SecuritiesAs a condition of granting quotation

of the Company’s ordinary shares,

the ASX may classify some or all of

the shares held by Cameron Lane Pty

Ltd (as trustee for the Cameron Lane

Unit Trust) as restricted securities.

In such case, Cameron Lane Pty Ltd

may not, without the consent of ASX,

dispose of or agree to dispose of those

shares, or create or offer to create any

security interest in those shares, or to

do or omit to do anything which would

have the effect of transferring effective

ownership or control of the shares for

a specified period.

No application will be made for

quotation of the B class shares held by

Cameron Lane Pty Ltd.

11.10 Interests of NamedPersonsOther than as set out below or

elsewhere in this Prospectus:

(a) no person named in this Prospectus

as performing a function in a

professional, advisory or other

capacity in connection with the

preparation or distribution of this

Prospectus; and

(b)no promoter of the Company,

holds at the date of this Prospectus,

or has held in the two years before that

date, an interest in:

(c) the formation or promotion

of the Company;

(d)the Offer; or

(e)any property acquired or proposed

to be acquired by the Company in

connection with its formation or

promotion or with the Offer,

nor has anyone paid, or agreed to pay,

or given, or agreed to give, any benefit

to such persons in connection with the

formation or promotion of the Company

or with the Offer.

Cameron Stockbrokers Limited

(ABN 38 090 492 012) is entitled to be

paid commission of $445,000, being 5%

of the funds to be raised under the Offer

(plus out-of-pocket expenses capped at

$5,000), for its services as sponsoring

broker to the Offer.

Adams Maguire Sier is entitled to be paid

approximately $200,000 in fees and

disbursements for legal services

rendered to the Company up to the date

of this Prospectus in connection with the

formation of the Company and the Offer.

Hayes Knight is entitled to be paid

approximately $50,000 in fees and

disbursements for accounting services

rendered to the Company up to the

date of this Prospectus in connection

with the Offer.

Alexander & Spencer Group Pty Ltd

(ACN 052 362 348)is entitled to be

paid approximately $35,000 in fees

and disbursements for preparing the

Independent Accountant’s Report set

out in Section 7 of this Prospectus in

connection with the Offer.

As at the date of this Prospectus, no

audit services have been provided by

Alexander & Spencer to the Company.

McKenzie Group Consulting Pty Ltd

(ACN 092 469 344) is entitled to be

paid approximately $17,500 in fees and

disbursements for building inspection

services rendered to the Company up to

the date of this Prospectus in connection

with the Offer.

Aeropur Pty Ltd (ACN 084 773 393)

(trading as Asset Advisory & Valuation

Service) is entitled to be paid

approximately $3,500 in fees and

disbursements for valuation services

rendered to the Company up to the

date of this Prospectus in connection

with the Offer.

11.11 ConsentsEach of the parties referred to in this

Section 11.11:

(a)has not authorised or caused the

issue of this Prospectus;

(b)does not make, or purport to make,

any statement in this Prospectus other

than as specified in this Section 11.11;

(c) has not made any statement on which

a statement in this Prospectus is

based, other than as specified in this

Section 11.11;

(d)to the maximum extent permitted by

law, expressly disclaims all liability in

respect of, makes not representation

regarding, and takes no responsibility

for, any part of this Prospectus other

than the reference to its name and the

statement(s) (if any) included in this

Prospectus with the consent of that

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party as specified in this Section 11.11;

(e)should not, by the giving of its

consent, be taken to endorse the

Company, the Offer or the Shares; and

(f ) gives no assurance or guarantee

whatsoever in respect of the

performance or return of the Company.

Cameron Stockbrokers Limited (ABN 38

090 472 012) has given and, at the time

of lodgement of this Prospectus, has not

withdrawn its written consent to being

named in this Prospectus as sponsoring

broker to the Offer in the form and

context in which it is named. Cameron

Stockbrokers Limited were not involved

in the due diligence process undertaken

in relation to this Prospectus.

Adams Maguire Sier have given and,

at the time of lodgement of this

Prospectus, have not withdrawn their

written consent to being named in this

Prospectus as solicitors to the Company

in the form and context in which they

are named and to the inclusion of the

following statements:

(a)the Important Notice on the inside

front cover of this Prospectus;

(b)Sections 1.10, 2.7 (to the extent it

refers to the state of the law in New

South Wales), 10.3, 11.1, 11.3 to 11.5

inclusive, 11.7 and 11.9; and

(c) the Application Form and instructions.

Hayes Knight have given and, at the time

of lodgement of this Prospectus, have not

withdrawn their written consent to being

named in this Prospectus as accountants

to the Company in the form and context in

which they are named and to the

inclusion of the financial information in

Section 6 of this Prospectus, the forecast

returns table and notes on page 2, and to

Section 2.4 of this Prospectus.

Alexander & Spencer Group Pty Ltd (ACN

052 362 348) has given and, at the time of

lodgement of this Prospectus, have not

withdrawn its written consent to being

named in this Prospectus as the

independent accountant in the form and

context in which it is named and to the

inclusion of its Independent Accountant’s

Report in Section 7 of this Prospectus.

Alexander & Spencer, Chartered

Accountants, have given and, at the time of

the lodgement of this Prospectus, have not

withdrawn their written consent to being

named in this Prospectus as auditor in the

form and context in which they are named.

McKenzie Group Consulting Pty Ltd (ACN

092 469 344) has given and, at the time

of lodgement of this Prospectus, has not

withdrawn its written consent to being

named in this Prospectus in the form and

context in which it is named and to the

inclusion of the summary of its building

condition report contained in Section 8

of this Prospectus.

Aeropur Pty Ltd (ACN 084 773 393)

(trading as Asset Advisory & Valuation

Service) has given and, at the time of

lodgement of this Prospectus, has not

withdrawn its written consent to being

named in this Prospectus in the form

and context in which it is named and

to the inclusion of the summary of the

valuation contained in Section 9 of

this Prospectus.

Computershare Investor Services Pty

Limited (ACN 078 279 277) has given

and, at the time of lodgement of this

Prospectus, has not withdrawn its

written consent to being named in this

Prospectus as share registry to the

Company in the form and context in

which it is named.

11.12 Directors’ ReportEach Director of the Company authorises

the issue of this Prospectus and,

pursuant to section 720 of the

Corporations Act, has consented to the

lodgement of this Prospectus with ASIC.

Each of the Directors has given his

written consent to the issue of this

Prospectus and has not withdrawn his

consent prior to the date of lodgement

of this Prospectus. This Prospectus is

signed on 29 November 2002 by Mr John

Trimble, Executive Chairman, who signs

for and on behalf of the Company, and

with the authority of each Director of

the Company.

John Trimble

Executive Chairman

The Daily Planet LimitedTH

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Application Form the application form attached or accompanying this Prospectus

Asset Advisory & Valuation Service Aeropur Pty Ltd (ACN 084 773 393) trading as Asset Advisory & Valuation Service

ASX Australian Stock Exchange Limited (ACN 008 624 691)

ASX Listing Rules the official listing rules of the ASX as amended from time to time

B class shares the B class shares in the capital of the Company issued pursuant to Appendix A of the Constitution to be held by Cameron Lane Pty Ltd as trustee for the Cameron LaneUnit Trust

Board the directors of the Company from time to time

Cameron Lane Pty Ltd Cameron Lane Pty Ltd (ACN 006 204 084) as trustee for the Cameron Lane Unit Trust,the sole beneficiary of which is Metropolis

Closing Date 28 February 2003 or such other date as determined by the Directors subject to theCorporations Act

Company The Daily Planet Limited (ACN 101 217 252)

Constitution the constitution of the Company as amended from time to time

Corporations Act the Corporations Act 2001 in force in Australia from time to time

CPI the relevant consumer price index

Daily Planet the business of the Daily Planet gentlemen’s club conducted on the Property by DailyPlanet Australia Pty Ltd

Daily Planet Australia Pty Ltd Daily Planet Australia Pty Ltd (ACN 065 465 714)

Daily Planet Group Daily Planet Australia Pty Ltd, Metropolis, Cameron Lane Pty Ltd and John Trimble

Directors the directors of the Company as at 29 November 2002

Executive Option Plan or Plan the Executive Option Plan adopted by the Company on 27 November 2002

Facility Agreement the agreement between the Company (as lender) and Metropolis (as borrower) and the remaining members of the Daily Planet Group (as guarantors), a summary of which is set out in Section 11.1.2

Information Memorandum the document dated 22 July 2002 issued by the Company detailing an investmentopportunity for sophisticated and professional investors (as those terms are definedin the Corporations Act) and persons to whom a disclosure document is otherwise notrequired to be given under Chapter 6D of the Corporations Act

Intellectual Property the intellectual property respectively owned by members of the Daily Planet Group in relation to the business of the Daily Planet and includes business names, domainnames and trade marks

Metropolis Metropolis City Promotions Pty Ltd (ACN 005 485 692) as trustee for the John TrimbleFamily Trust

Minimum Subscription Amount $6,000,250

Offer the offer of the Shares under this Prospectus

Ordinary shares ordinary shares in the capital of the Company

Property the land and buildings located at 7-12 Horne Street, Elsternwick, Victoria, being the whole of the land comprised in Certificate of Title Volume 9709 Folio 911

Prospectus this prospectus including the Application Form, annexures and any supplementaryor replacement prospectus

Prostitution Control Act the Prostitution Control Act 1994 (Vic) in force in Victoria from time to time

Related Parties the Company’s directors, officers, employees, agents, consultants, contractors,related bodies corporate and advisers

Shares the 17,800,000 ordinary shares offered under this Prospectus

special resolution a resolution of which notice under section 249L(c) of the Corporations Act has beengiven and that has been passed by at least 75% of the votes cast by members entitledto vote on the resolution

All references in this Prospectus to “$” or “dollars” are to Australian dollars.

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Important Note:

Shareholders who wish to receive a parchment share certificate may do so by marking the appropriate box on the Application

Form. Share certificates will be provided solely for the purpose of commemorating the Company’s initial public offering and will

have no legal effect. Shareholder entitlements will be determined by reference to the holding statements.

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CORPORATE DIRECTORY

The Daily Planet Limited

7-12 Horne Street, Elsternwick, Victoria 3185

Directors

John Dennis Trimble

Andrew Harris

Shane Bernard Maguire

Accountants

Hayes Knight

Accountants and Business Advisors

Victorian Partnership

60 Collins Street, Melbourne, Victoria 3000

Auditor

Alexander & Spencer

Chartered Accountants

440 Collins Street, Melbourne, Victoria 3000

Independent Accountant

Alexander & Spencer Group Pty Ltd

ACN 052 362 348

440 Collins Street, Melbourne, Victoria 3000

Share Registry

Computershare Investor Services Pty Limited

Level 12, 565 Bourke Street, Melbourne, Victoria 3000

Tel: 1300 850 505

Solicitors

Adams Maguire Sier

176 Upper Heidelberg Road, Ivanhoe, Victoria 3079

Sponsoring Broker

Cameron Stockbrokers Limited

ABN 38 090 472 012

Level 5, 10 Spring Street, Sydney NSW 2000

Tel: (02) 9232 7700

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IMPORTANT NOTICEThis prospectus (“Prospectus”) is issued by The Daily Planet Limited (ACN 101 217 252) (“Company”). This Prospectus is dated 29 November 2002

and was lodged with the Australian Securities and Investments Commission (“ASIC”) on that date. Neither ASIC nor the Australian Stock Exchange

Limited (“ASX”) take any responsibility for the contents of this Prospectus.

The expiry date of this Prospectus is 28 February 2003 at 5.00pm (Melbourne, Australia time) (“Closing Date”). No Shares will be allotted or issued

on the basis of this Prospectus after the Closing Date. The Company reserves the right, subject to the Corporations Act, to close the Offer early or

delay the Closing Date to a date not later than 28 December 2003.

Exposure PeriodUnder the Corporations Act, the Company is not permitted to process applications during the period of 7 days after the date of lodgement of this

Prospectus with ASIC. ASIC may extend this period for a further 7 days. This period is an exposure period to enable this Prospectus to be examined

by market participants prior to the raising of funds. No preference will be conferred on applications received during the exposure period.

ApplicationsThe Corporations Act, prohibits any person passing on to another person an Application Form unless it is attached to a copy of this Prospectus or

it accompanies the complete and unaltered version of this Prospectus. This Prospectus is intended only for those persons to whom it was delivered

personally by or on behalf of the Company, or to those persons who have downloaded the document in PDF format from the Company’s website

www.dailyplanet.com.au. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at its registered office.

The Offer is available to persons receiving the electronic version of this Prospectus within Australia.

Overseas JurisdictionsThis Prospectus does not constitute an offer for the issue, sale or purchase of any securities in any place in which, or to any person to whom,

it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and

persons (including nominees, trustees or custodians) who come into possession of it should seek advice on and observe any such restrictions.

Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

In particular:

• The Shares have not and will not be registered under the United States Securities Act of 1933 (“Securities Act”) and may only be offered or

sold in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Rule 902 of the Securities Act) under

exemptions from the registration requirements of the Securities Act and any applicable securities laws of any state of the United States; and

• This Prospectus has not been and will not be approved by an authorised person in the UK and has not been and will not be registered with

the Registrar of Companies in the UK. The Shares may not be offered to or sold in the UK except to persons having professional experience in

matters relating to investments (pursuant to Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001) and

the investment to which this Prospectus relates is only available in the UK to such persons. Persons who do not have professional experience in

matters relating to investments may not rely on this Prospectus.

Assumptions and Risk FactorsBefore deciding to invest in the Company, investors should read this Prospectus in its entirety. In considering the prospects of the Company,

investors should consider the assumptions underlying the prospective financial information and the risk factors described in Sections 5 and 6 of

this Prospectus. The information contained in this Prospectus does not take into account the investment objectives, financial situation or particular

needs of any investor. Before making an investment in the Company, investors should consider whether such an investment is appropriate for their

particular investment needs, objectives and financial circumstances and consult an investment advisor if necessary.

Personal InformationThe completed Application Form provides personal information about you to the Company. The Company collects your personal information to

process and administer your investment in the Company and to provide related services to you. If you do not complete the Application Form in full,

the Company may not accept your Application Form. The Company may disclose your personal information, for purposes related to your

investment, to its agents or service providers, including the sponsoring broker and share registry. You can obtain access to personal information

that the Company holds about you. To make a request for access or to obtain further information about the Company's personal information

management practices, please contact the Company on (03) 9528 1766.

Definitions of certain terms used in this Prospectus appear in the Glossary in Section 12. Other definitions are located where relevant in this Prospectus.

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The models appearing in this Prospectus are not sex workers.

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ACN 101 217 252

www.dailyplanet.com.au7 – 12 Horne Street Elsternwick 3185 Victoria Australia

Tel +613 9528 1766 Fax +613 9523 7540 Email info@dailyplanet.com.au