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PROSPECTUSFor the offer of 138.5 million shares in QMS Media Limited at $0.65 per share

QMS Media Limited ACN 603 037 341

QMS Media Limited PROSPECTUS

Lead Manager and Underwriter

Co-Manager

Ord Minnett

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Important noticesOffer

The Offer contained in this Prospectus is an invitation by QMS Media Limited ACN 603 037 341 (“QMS Media” or “Company”) for you to apply for fully paid ordinary shares in the Company (“Shares”). This Prospectus is issued by QMS Media.

Lodgement and Listing

This Prospectus is dated 10 June 2015 and was lodged with ASIC on that date. It is a second replacement prospectus which replaces the prospectus dated 25 May 2015 and lodged with ASIC on that date (“Original Prospectus”) and a replacement prospectus dated 5 June 2015 and lodged with ASIC on that date. This Prospectus differs from the Original Prospectus. The differences between this Prospectus and the Original Prospectus include: (a) changes to the Offer timetable; (b) additional information in Section 4.2.1 regarding the underlying financial information supporting the pro forma financial information; (c) changes to confirm the Company has already applied to ASX for admission to the official list; (d) removal of references to deferred settlement trading; and (e) removal of FY2016 forecast financial information.

The Company has applied to ASX for the admission of the Company to the Official List and quotation of the Shares on ASX (“Listing”). Neither ASIC or ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Expiry Date

No securities will be issued on the basis of this Prospectus later than 25 June 2016, being the date 13 months after the Original Prospectus Date.

Note to Applicants

The information contained in this Prospectus is not investment or financial product advice and does not take into account the investment objectives, financial situation or particular needs of any prospective investor.

It is important that you read this Prospectus carefully and in full before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your investment objectives, financial situation and particular needs (including financial and taxation position) and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest in Shares. Some of the risk factors you should consider are set out in Section 5. There may be additional risk factors which should be considered in light of your personal circumstances.

You should also consider the assumptions underlying the Forecast Financial Information set out in Section 4 and the sensitivities associated with that information (as described in Section 4.8) which could affect the Company’s business, financial position and performance and results of operations.

Exposure Period

The Corporations Act prohibits the Company from processing applications to subscribe for Shares under this Prospectus (“Applications”) in the seven day period after the Original Prospectus Date. This period was extended by ASIC by a further seven days. This period is the Exposure Period to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the Exposure Period.

During the Exposure Period, this Prospectus will be made available to Australian residents, without the Application Form, at the Company’s offer website, www.qmsoffer.com.au.

Photographs and diagrams

Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are, or will be on Completion of the Offer and Listing, owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. All data in graphs and charts and tables are based on information available at the Original Prospectus Date.

Data

This Prospectus, in particular the industry overview in Section 2, uses market data, industry forecasts and projections which have been obtained from third parties. The Company has not independently verified such information and such information may be incomplete. For example, some of the data is derived from the Outdoor Media Association (“OMA”), the peak national industry body that represents most of Australia’s traditional and digital advertising companies. However, OMA members do not constitute every participant in the market which means that OMA does not capture all market activity.

Disclaimer and forward-looking statements

No person is authorised to give any information or 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, its directors, the Lead Manager or any other person in connection with the Offer. Except to the extent required by law, neither the Company nor any other person makes any warranty or statement not contained in this Prospectus. You should only rely on information contained in this Prospectus.

This Prospectus contains forward-looking statements. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the Original Prospectus Date, are expected to take place (including the key assumptions set out in Section 4). Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company. The Company cannot and does not give any guarantee or assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. Except where required by law, the Company has no intention of updating or revising forward-looking statements, or publishing prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

The Company, the Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.

Statements of past performance

This Prospectus includes information regarding the past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Obtaining a copy of this Prospectus

A hard copy of the Prospectus is available free of charge to any Broker Firm Applicant by calling 1300 722 374 (within Australia) or +61 3 9415 4818 (outside Australia) from 9.00 am to 5.00 pm (Melbourne time) Monday to Friday.

QMS Media Prospectus2

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This Prospectus is available in electronic form via www.qmsoffer.com.au. The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus in electronic form within Australia. Persons having received a copy of this Prospectus in its electronic form may, during the offer period, obtain a hard copy of the Prospectus (free of charge) as noted above.

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

Financial year periods

All references to FY2013, FY2014, FY2015 and FY2016 appearing in this Prospectus are to the financial years ended or ending 30 June 2013, 30 June 2014, 30 June 2015 and 30 June 2016, respectively, unless otherwise indicated. All references to 1HFY2015 appearing in this Prospectus are to the first half of the financial year ending on 30 June 2015 (the six month period to 31 December 2014), unless otherwise indicated.

Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

Section 4 sets out in detail the financial information referred to in the Prospectus. The basis of preparation of the Financial Information is set out in Section 4.

Pro Forma Historical Financial Information has been prepared and presented in accordance with the recognition and measurement principles prescribed by the Australian Accounting Standards as issued by the Australian Accounting Standards Board. The Pro Forma Historical Financial Information also complies with the Australian equivalent to the International Financial Reporting Standards.

The Pro Forma Historical Financial Information and the Forecast Financial Information in this Prospectus should be read in conjunction with, and are qualified by reference to, the information contained in Section 4.

Selling restrictions

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia may be

restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice 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 to be offered and sold under the Offer have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, a US Person unless the Shares have been registered under the US Securities Act, or they are being offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

See Section 7.6 for more detail on selling restrictions that apply to the offer and sale of Shares in jurisdictions outside of Australia.

Privacy

By filling out the Application Form to apply for Shares you are providing personal information to the Company through the Share Registry, which is contracted by the Company to manage Applications. The Company and the Share Registry on its behalf, may collect, hold and use that personal information in order to process your Application, service your needs as a Shareholder, provide facilities and services that you request and administer the Company.

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

Your personal information may also be used from time to time to inform you about other products and services offered by the Company which it considers may be of interest to you.

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

• the Share Registry for ongoing administration of the Shareholder register;

• the Lead Manager in order to assess your Application;

• printers and other companies for the purpose of preparation and distribution of statements and for handling mail;

• market research companies for the purpose of analysing the Shareholder base and for product development and planning; and

• legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares and for associated actions.

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

Address: GPO Box 2975 Melbourne, Victoria 3001 Australia

Telephone: 1300 722 374 (within Australia) +61 3 9415 4818 (outside Australia)

Report on Pro Forma Historical Financial Information and Directors’ Forecast and Financial Services Guide

The provider of the independent review of the Pro Forma Historical Financial Information and Directors’ Forecast is required to provide Australian retail clients with a Financial Services Guide in relation to that review under the Corporations Act. The Investigating Accountant’s Report and Financial Services Guide are provided in Section 8.

Glossary

Defined terms and abbreviations used in this Prospectus have the meanings defined in the Glossary.

Questions

If you have any questions about how to apply for Shares, please call your broker. For any other questions about the Offer, please contact the Share Registry on 1300 722 374 (within Australia) +61 3 9415 4818 (outside Australia) between 9.00 am and 5.30 pm (Melbourne time), Monday to Friday.

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Table of contents

Offer overview 5Chairman’s letter 601 Investment overview 702 Industry overview 2303 Company overview 3904 Financial information 5905 Risks 8506 Key people, interests & benefits 9107 Details of the Offer 10708 Investigating Accountant’s Report 11909 Additional information 133 Appendix 1 – Glossary 153 Appendix 2 – Significant accounting policies 156 Corporate directory 169


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Offer overview

The OfferTotal number of Shares offered under this Prospectus 138.5 million

Number of Shares issued as at the date of this Prospectus 92.6 million

Number of Shares to be issued to Convertible Note holders 19.2 million

Number of Shares to be issued to vendors under the IPO acquisitions 1.3 million

Total number of Shares on issue at Completion of the Offer 251.6 million

Offer Price $0.65 per share

Market capitalisation at the Offer Price1 $163.5 million

Pro forma net cash2 $12.1 million

Enterprise Value at the Offer Price3 $151.4 million

1. Market capitalisation is determined by multiplying the number of Shares on issue by the price at which the Shares trade on ASX from time to time. Shares may not trade at the Offer Price after Listing. If Shares trade below the Offer Price after Listing, the market capitalisation may be lower.

2. Net cash of $12.1 million as though Completion of the Offer was achieved on 31 December 2014. Net cash represents cash and cash equivalents less borrowings. This calculation does not include financial liabilities which on a pro forma basis are $17.2 million.

3. Enterprise Value is calculated by the market capitalisation at the Offer Price less pro forma net cash.

Important dates Broker Firm Offer opens 12.00 pm (Melbourne time) Wednesday, 10 June 2015

Broker Firm Offer closes 5.00 pm (Melbourne time) Monday, 15 June 2015

Issue of Shares (Completion of the Offer) Thursday, 18 June 2015

Completion of the IPO AcquisitionsBetween Friday, 19 June 2015 and Thursday, 25 June 2015

Expected despatch of holding statements By Thursday, 25 June 2015

Shares expected to begin trading on a normal settlement basis Monday, 29 June 2015

Dates may change The dates above are indicative only and may change without notice.

The Company, in consultation with the Lead Manager, reserves the right to vary the times and dates of the Offer including to close the Offer early, extend the Offer or to accept late applications, either generally or in particular cases, without notification. Applications received under the Offer are irrevocable and may not be varied or withdrawn except as allowed by law.

Investors are therefore encouraged to submit their Application Forms as early as possible after the Offer opens. All times are Melbourne Time.

How to invest Applications for Shares can only be made by completing and lodging the Application Form attached to this Prospectus.

Instructions on how to apply for Shares are set out in Section 7 and on the back of the Application Form.

OFFER OVERVIEW


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10 June 2015

Dear Investor,

On behalf of the Board of Directors of QMS Media Limited (“the Company”) it is my pleasure to invite you to become a Shareholder.

The Company was established in 2014 to aggregate a number of media related assets including the businesses currently conducted by QMS APAC Limited (“QMS APAC”) and the outdoor advertising assets of Paramount Outdoor, Octopus Media and Drive By Media amongst others.

The Company’s primary acquisition is the acquisition of the QMS APAC business. QMS APAC is one of Australia’s leading outdoor advertising companies, with a national portfolio of outdoor advertising assets, including landmark digital and static billboards. The QMS APAC portfolio will be enhanced by existing outdoor advertising assets of the Company and those being acquired.

On a pro forma basis the Company generated $44.1m revenue in FY2014.

The Company’s growth strategy is underpinned by the organic development of our Australasian landmark digital and static outdoor assets. This will be achieved through the development of new digital assets in high profile metropolitan locations and the selective conversion of long-tenure static billboards to digital. Digital billboards deliver a number of benefits to advertisers, including scale, impact, creative flexibility and immediacy, as well as superior audience engagement. These benefits translate to high site utilisation and attractive revenue streams for outdoor advertising operators such as the Company.

The development plan to expand our landmark digital portfolio is expected to result in digital signage contributing an increasing proportion of total revenues in the future. The business has a strategic presence in New Zealand and Indonesia through its retail, transit and airport sites, which positions the Company for future growth across the Asia Pacific region over the medium-term.

Our experienced management and high-performing sales team bring considerable outdoor advertising expertise and a history of success. Importantly, our executives enjoy long standing relationships with advertising agencies, advertisers and landlords in Australia and key Asia Pacific markets.

The Offer will raise approximately $90 million before costs by offering 138.5 million shares at the Offer Price of $0.65 per Share. This will be used to fund the acquisitions described in this Prospectus, including QMS APAC, the acquisition and development of sites, including digital conversions and costs of the Offer. The Offer is fully underwritten by the Lead Manager and Underwriter, Baillieu Holst Limited.

This Prospectus contains detailed information about the Company and its financial and operating performance, the outdoor advertising industry and the Offer. The Company is subject to a range of risks including competition, changes in laws and regulations and future growth plans falling short of expectations. Detailed information about these risks and other risks are set out in Section 5. With that in mind, I encourage you to read this Prospectus carefully and in its entirety before making any decisions.

The Directors are immensely excited about the Company’s future and we look forward to welcoming you as a Shareholder.

Yours sincerely,

Wayne Stevenson, Chairman

Chairman’s Letter

QMS Media Prospectus

CHAIRMAN'S LETTER

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INVESTMENT OVERVIEW

01


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1.1 Introduction

FOR MORE TOPIC SUMMARY INFORMATION

What is QMS Media? QMS Media was established in 2014 to aggregate a number of outdoor advertising assets, including the businesses currently conducted by QMS APAC and the outdoor advertising assets of Paramount Outdoor, Octopus Media and Drive By Media amongst others.

QMS APAC is one of Australia’s leading outdoor advertising media companies, with a high quality and growing portfolio of premium long tenure, high yield assets including landmark digital billboards, static billboards and street furniture. On completion of the IPO Acquisitions, the Company’s portfolio of assets will comprise:

• Landmark digital billboards (Sydney, Melbourne, Brisbane, Adelaide, Gold Coast);

• Static billboards (Sydney, Melbourne, Brisbane, Adelaide, Perth, Indonesia);

• Retail sites (New Zealand);

• Street furniture (Gold Coast); and

• Transit sites (New Zealand, Indonesia).

The IPO Acquisitions will give the Company a strong presence in the Australian market and position it to leverage growth across the Asia Pacific region through its presence in Indonesia and New Zealand.

Section 3.1

What is the purpose of the Offer?

The Company is conducting the Offer to raise funds to pay:

• Acquisition costs;

• Capital expenditure; and

• Costs of the Offer.

Section 7.1.2

1.2 Key features of the outdoor advertising industry


What are the industries the Company operates in?

The Company operates in the dynamic Australian outdoor advertising industry, which is a key segment of the Australian advertising media industry. Outdoor advertising is any form of advertising that targets consumers outside of the home environment.

Due to its location and environment, outdoor advertising allows advertisers to either broadcast their message to as many members of the population as possible, or to be highly targeted and address a specific audience.

There are four primary outdoor advertising categories including:

• Billboards (digital and static);

• Street furniture;

• Retail; and

• Transit.

Section 2


SECTION 1: INVESTMENT OVERVIEW

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What are the industries the Company operates in? (continued)

Australia

Australian advertising spend has grown from $9.7 billion in CY2003 to $13.4 billion in CY2013, at a CAGR of 3.3%.

From CY2003 to CY2013, the outdoor advertising industry grew at a CAGR of 6.2%, compared to 3.3% for the total Australian advertising industry. During this period, all advertising segments attained positive growth, except the print categories (newspapers, magazines and print directories). Outdoor advertising achieved one of the highest growth rates, with online the only segment to grow faster.

New Zealand

Between CY2003 and CY2013, the New Zealand advertising industry grew from NZ$1.9 billion to NZ$2.3 billion, at a CAGR of 2.1%.

As in Australia, outdoor advertising is the fastest growing traditional media in New Zealand, with a CAGR of 4.9% from CY2003 to CY2013, and has outperformed the total New Zealand advertising industry, which by comparison had a CAGR of 2.1% for the same period.

Online and outdoor advertising are the only mediums to increase their share of New Zealand’s total advertising revenue between CY2003 to CY2013. Outdoor advertising’s share grew from 2.5% in CY2003 to 3.3% in CY2013.

Indonesia

The Indonesian advertising industry has grown from US$4.2 billion net revenues in CY2010 to US$6.9 billion net revenues in CY2013, at a CAGR of 18%.

The Indonesian outdoor advertising industry generated net revenues of US$197 million in CY2013 and is projected to reach US$246 million in CY2014, 25% growth from CY2013, according to the Aegis Global Advertising Expenditure Report 2013.

Only television and outdoor increased their share of total advertising revenue from CY2010 to CY2013, with outdoor increasing from 2.5% in CY2010 to 2.8% in CY2013.

Section 2

What is the outdoor advertising value chain?

The outdoor advertising value chain involves four key segments:

1) the advertiser who is seeking to communicate a particular message;

2) the creative and media agencies who are briefed with designing the creative message, determining the outdoor formats and selecting and buying the outdoor advertising sites;

3) the outdoor advertising operator who is responsible for the sale of the outdoor sites and for providing insight around target audience reach and campaign effectiveness; and

4) the landlord, who owns the site on which the billboard/outdoor advertising space is located.

Section 2.6



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What is digital outdoor advertising?

Outdoor advertising consists of static and digital advertising. Static advertising refers to an advertisement that is fixed or stationary (traditional billboard advertising). Digital advertising refers to electronic screens on which multiple advertisements display in rotation.

Digital outdoor advertising has become more prevalent across all categories for the following reasons:

• Digital advertising allows for the broadcast of multiple advertising messages and a more tailored advertising approach i.e. advertising can be context or time of day specific. This results in increased yields from advertising sites;

• In contrast to static, digital allows the advertiser time sensitive communication which can maximise the impact to their target audience. This dynamic capability also provides the opportunity to deliver content based on seasonality, events, time of day and other advertiser-led initiatives;

• Presentation quality of digital outdoor advertising signage attracts priority support from advertisers; and

• Complementary technologies such as Near Field Communications (“NFC”) allow outdoor advertising operators the ability to track data about the consumers engaging with the advertisement.

Section 2.7

What are the key drivers of growth in the outdoor advertising industry?

Growth in the outdoor advertising industry is predominantly determined by the following key broad trends and industry specific drivers:

• Market growth: Factors such as business and consumer confidence, economic activity and microeconomic and macroeconomic factors influence total advertising spend, which in turn, can impact outdoor advertising spend. Growth in the sector is also driven by audience growth, a combination of population growth and increasing urbanisation;

• Digital and technology: Digital and complementary technologies have enabled outdoor advertising formats to expand the channel through which the format engages with consumers;

• Tenure: Long-term lease agreements enable outdoor advertising operators to invest in quality assets, digital and technology developments, resulting in improved environments which attract increased advertising revenue and improved yield;

• Market coverage: Developing more outdoor advertising assets across more markets extends campaign coverage and drives sector growth;

• Quality assets: Outdoor advertising’s appeal is there are quality locations that deliver above average traffic volumes with long dwell times and the ability to digitalise billboards in these locations further enhances this appeal; and

• Innovation: Advertisers are always seeking new innovations and technologies to incorporate into their campaigns to leverage spend and differentiate their products and services.

Section 2.8



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1.3 Key features of the business model


How does the Company generate its income?

The Company primarily derives its income from the sale of advertising space in the categories of:

• Landmark digital billboards (Sydney, Melbourne, Brisbane, Adelaide, Gold Coast);

• Static billboards (Sydney, Melbourne, Brisbane, Adelaide, Perth, Indonesia);

• Retail (New Zealand);

• Street furniture (Gold Coast); and

• Transit (New Zealand, Indonesia).

The Company derives a proportion of income from its print production business producing products for retail, point of sale, exhibition, vehicle wraps, banners, signage, street furniture, self-adhesive vinyls and large format billboards.

Section 3

Who are the Company’s key advertisers?

More than 90% of total advertising spend across the Asia Pacific Region is controlled through media agencies, who plan and buy media on behalf of the advertisers they represent.

Management has long-standing relationships with key media agencies and advertisers in all markets nationally and internationally. Over 95% of the Company’s pro forma revenues are generated through these media agencies across a broad spectrum of advertising sectors.

Section 3.5

How does the Company expect to fund its operations?

The Company will raise proceeds from the Offer of approximately $90 million before costs.

Post Offer, the Company will also have access to cash flow from operations, and a working capital facility with ANZ Bank of $10 million.

The Company will have enough working capital to carry out its stated objectives.

Section 7.1

What will drive the Company’s growth?

The Directors expect the combined businesses after the IPO Acquisitions to deliver growth from the accelerated rollout of new landmark digital sites, new static sites and two major transit contracts.

The rollout of new landmark digital sites is well progressed with five expected to be launched in June 2015, five conversions from existing static sites and a further seven new digital sites to be launched in FY2016. Additional growth will come from developing new permitted static sites and new static site development on the Eastlink and VicTrack concessions.

Representation of the Bali Ngurah Rai International airport and Auckland Transport are both expected to commence in FY2016. Ambient Advertising NZ, an entity acquired prior to IPO, has been awarded preferred tenderer status for a 7 year contract with Auckland Transport to develop multiple outdoor formats including buses, rail, ferries and major transport hubs.

Section 3.1



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What is the Company’s pro forma historical and forecast financial performance?

$ million Pro forma historical results Pro forma

forecast

Statutory forecast

FY2013 FY20141H

FY2015 FY2015F FY2015

Revenue 34.7 44.1 29.6 59.4 2.0

EBITDA 4.2 3.7 1.7 3.1 (0.7)

EBITA 2.3 1.7 0.4 1.2 (0.7)

NPAT (8.9) 1.3 (6.4) (7.1) (4.2)

NPATA 1.4 1.0 0.2 0.6 (0.5)

Earnings per Share before amortisation (cents)1

0.6 0.4 0.1 0.2 (0.2)

1. Calculations based on NPATA on 251.6 million Shares on Completion of the Offer. NPATA is calculated by adding back amortisation, non-cash interest expense and significant items net of tax to NPAT.

The Financial Information presented above contains non-IFRS financial measures, as described in Section 4.2.3 and is intended as a summary only and should be read in conjunction with the more detailed discussion of the Financial Information disclosed in Section 4 as well as the risk factors set out in Section 5.

Investors should read Section 4 for full details of the Company’s pro forma and statutory results (which will differ significantly) and the assumptions underlying this information.

Reconciliation between the pro forma and statutory results is set out in Section 4.3.

The forecast financial information is subject to various assumptions and risks which are explained further in Section 4.7. In particular, Investors should have reference to the general assumptions set out in Section 4.7.1 and the specific assumptions described through Section 4.7.

Section 4.3

1.4 Key Offer statistics


What are the key Offer statistics?

Offer Price per Share $0.65Total number of Shares offered under this Prospectus 138.5 millionTotal cash proceeds to the Company from the Offer $90 millionMarket capitalisation at the Offer Price $163.5 millionPro forma net cash $12.1 millionEnterprise Value $151.4 million

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1.5 Key strengths


Premium portfolio of Australian outdoor assets

• On completion of the IPO Acquisitions, the Company will have a portfolio of premium sites across Australia, characterised by:

− Premium locations with significant vehicular and pedestrian traffic;

− Growing national presence of landmark digital billboards; and

− Static billboards suitable for digital development.

• The Company implements a selective, strategic digital and static outdoor site acquisition and development program to complement its existing footprint of sites.

Section 3

Long term tenure • The Company has high quality assets and concessions contracted under long-term lease agreements.

• The Company has an average contract term of more than 13 years remaining on its existing asset portfolio, delivering sustainable revenue.

Section 3.1

Strong agency and client relationships

• The Company has long standing relationships with key media agencies and advertisers in all relevant markets nationally and internationally.

• Over 95% of the Company’s pro forma media revenues are generated through these media agencies across a broad spectrum of advertising categories which are well diversified by advertiser and industry.

Section 3.5

Demand driven digital outdoor focus

• The Company’s digital growth strategy is an advertiser demand-led development of high quality assets in metropolitan locations with long dwell times across Australia and New Zealand.

• Converting some existing inventory of prime static billboards to digital provides the opportunity to further increase yield.

• The development plan to expand the digital portfolio is expected to result in digital contributing an increasing proportion of the Company’s Australian media revenues in the future.

Section 3.6.1

Established platform to support Asia Pacific expansion

• The Company is well placed to meet the increasing demand from multinational media buying agencies seeking to centralise their regional outdoor advertising budgets across key Asia Pacific markets.

• Through its existing operations in New Zealand and those to be acquired in Indonesia, and the relationships of its executive management team in other key South East Asian markets, the Company has the opportunity to replicate existing products and formats to capture a significant portion of regional outdoor advertising spend.

• The Company is able to leverage this expansion through the extensive in-market knowledge, experience and relationships that the executive management team currently have across the Asia Pacific region with asset owners, media agencies and advertisers.

Section 3.6.3

Strong track record and growth profile

• Management has a demonstrated track record in development/organic growth, including VicTrack, Eastlink and landmark digitals.

• The Company generated $44.1m of pro forma revenue in FY2014.

• Two key factors contribute to the strong growth profile:

– New landmark digital developments and the conversion of existing static billboards to digital.

– Expansion into key Asia Pacific markets with a focus on new infrastructure projects.

Section 3.6



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Specialist management team

• Each member of the executive management team has a minimum of 10 years outdoor advertising and media experience.

• The executive management team is highly credentialed in the commercialisation, development, operation and management of a variety of outdoor advertising assets.

• The sales team have long-standing agency relationships and client partnerships giving the Company a strong voice in market.

• The executive team has deep on-ground and in-market experience across Asia Pacific markets outside of Australia. A number of executives have lived in South East Asian countries and operated several outdoor advertising companies.

Section 6.2

1.6 Growth Strategy


Digital development • The Company is strategically placed to take advantage of its digital growth initiatives through:

− an extensive new digital development rollout schedule; and

− converting static billboards to digital.

• On completion of the IPO Acquisitions, the Company will operate 16 landmark digital billboards with a further 5 to be added during FY2015 and 12 during FY2016.

• Of the Company’s existing 206 Australian static billboards, 62 satisfy the criteria for future digital conversion.

Section 3.6.1

Organic development The Company applies the following three strategies for organic growth:

• Leveraging existing assets;

• Successfully securing new tenders/concessions; and

• Innovation.

Section 3.6.2

Asia Pacific expansion • The Company will seek to further expand its market coverage in the Asia Pacific region by expanding existing operations in Indonesia and New Zealand, and building on the management team’s relationships in other key South-East Asian markets.

Section 3.6.3

Acquisitions • The Company is regularly approached to consider acquisitions, joint ventures and new opportunities and has a regular pool of potential acquisitions under evaluation.

• Leveraging the management team’s network of key Asia Pacific relationships, the Company will continue to identify and acquire quality assets.

Section 3.6.4



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1.7 Key risks


Competition The digital outdoor advertising sector in which the Company operates is highly competitive. Competitive demand for digital advertising sites may raise market rents with a resulting adverse effect on the Company’s gross margin.

Section 5.1

Growth strategy – digital There is a risk that acquiring future digital billboard sites will not generate the full benefits anticipated, nor result in the advertising revenues or earnings growth expected. As a result the premium which the Company may be able to charge for a digital billboard may not be able to be maintained resulting in a longer timeframe to recover costs of investment in such boards and sites.

Section 5.1

Growth strategy – expansion The Company’s strategy includes growing by acquiring new sites for development. That acquisition process involves dealing with third party landlords and other aggregators of suitable sites. Obtaining those sites is therefore subject to the actions of third parties outside of the Company’s control. There is no guarantee that the Company will be able to obtain such sites, obtain such sites on conditions and rentals acceptable to the Company, or obtain them in a timely manner. Any delay or failure to secure such sites will limit the Company’s ability to increase its revenues and adversely affect its financial performance.

Section 5.1

Seasonality of revenue The Company will generally experience fluctuations in its earnings patterns which may result in significant differences quarter to quarter. However, most of the Company’s costs are fixed and do not vary with revenue. The seasonality of earnings may impact on the Company’s cash flow and cause it to require additional working capital, which would have to be sought by the Company at an additional cost, if available at all. As a result, the Company’s ongoing operations and financial position may be adversely affected.

Section 5.1

Loss of sites or failure to renew leases

Whilst the majority of the Company’s leases are long term leases, there is always the possibility that a site lease will be cancelled, not renewed, or not able to be renewed on terms which are favourable or acceptable to the Company. Lease sites may be subject to redevelopment rights or may become impaired in other ways, such as reduced visibility or cancellation of a head lease. If a lease is cancelled, not renewed or a site becomes impaired, it will reduce the Company’s future revenue and impact negatively on margins.

Section 5.1

Reliance on key personnel The Company’s future success is strongly dependent upon the expertise and experience of its key personnel and senior management. The Company may not be able to retain these staff members in the future, or be able to find equivalent replacements, either at all, or in a timely manner. Loss of key staff members may result in loss of key relationships, resulting in an adverse impact on the Company’s operating and future financial performance.

Section 5.1

Relationships with key media agencies and customers

The Company is heavily reliant on its relationships with media agencies to sell the out of home advertising space which it owns and/or manages. Accordingly, the loss of these relationships or a significant change in the media landscape could adversely impact the Company’s ability to generate revenues.

Section 5.1



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Regulatory risk The Company’s growth prospects rely significantly on conversion of existing sites to digital sites and the rollout of new sites. That growth requires the Company to satisfy applicable local and State planning, permitting and other regulations to obtain relevant regulatory approvals. There is no guarantee that any conversion or new site will be approved, approved on conditions which are acceptable to the Company, or approved in a timely manner. Any delay or failure to obtain the necessary approvals will limit the Company’s ability to increase its revenues and will adversely affect its financial performance.

Section 5.1

Transaction risk The business described in this Prospectus will be the result of a number of acquisitions which are described in Section 3.7. There is a risk that a counterparty will default or delay completion of the IPO Acquisitions. Any default or delay in the IPO Acquisitions will delay the Company’s admission to the ASX and will impact on its ability to meet its financial forecasts.

Section 5.1

Existing use risk Certain billboard sites were established prior to the passing of regulations governing such sites. As a result, such sites are not formally permitted. Any redevelopment of such sites (in any way) is likely to result in the need to obtain a new permit, which may or may not be granted. Further the application for redevelopment may cause the relevant authority to reconsider and revoke the existing use rights.

Section 5.1

Registration risk Under the IPO Acquisitions, the Company is acquiring a number of unregistered leases. While the Company fully intends to rectify the leases, there remains a residual risk that the Company’s interest under those leases has been impaired by other rights which have been registered in the meantime. Such rights could displace those of the Company resulting in the loss of the lease rights which would reduce the Company’s future revenue and impact negatively on margins.

Section 5.1

Impairment risk As a result of the IPO Acquisitions, a significant proportion of the Company’s assets will consist of goodwill and other intangible assets. The applicable accounting standards require regular assessment of the value of intangible assets. As a result of that assessment, those assets may be considered to be impaired and their value revised downwards. The consequential charge to reflect the lower valuation could adversely affect the Company’s financial position and profitability.

Section 5.1

Integration risk The Company’s business involves an aggregation of a number of previously unrelated businesses. These businesses have not been operated together and the integration of the businesses may take longer and be more costly than anticipated. Any delays or costs are likely to adversely affect the margins of the Company.

Section 5.1

Foreign ownership issues As part of the QMS APAC Acquisition, the Company will acquire control of PT INsite Media, an Indonesian company. Due to foreign ownership rules in Indonesia, PTIM is undergoing a restructure. Delays in the restructure may delay the Company’s acquisition of PTIM. Further there is a risk that the restructure may not be approved, in which case the Company will only be able to acquire an economic interest rather than a legal interest in PTIM. Even if the restructure is approved, the Company will only be able to obtain a 51% legal interest and a 100% economic interest in PTIM. The arrangements to hold the economic interest in PTIM, while not uncommon, are subject to risks of enforceability. As a result, the Company may not be able to fully secure its interest in PTIM, with the potential adverse impact on revenues and profits of the Company.

Section 5.1



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Exchange rate risk The Company has operations in New Zealand, and after the IPO Acquisitions will also have operations in Indonesia. The Company’s growth strategy also involves considering other opportunities in South East Asia. To the extent the Company’s business is outside of Australia, the Company’s financial performance may be adversely affected by changes in the relevant AUD/foreign currency exchange rates.

Section 5.1

Financing risk The Company has a committed letter of offer from ANZ Bank for banking facilities which it expects to draw down after Completion of the Offer. Maintenance of those facilities is dependent upon the Company satisfying the necessary covenants and other conditions under those facilities. Further, the Company may require additional funds for working capital, capital expenditure or acquisitions. There is no guarantee that the Company will be able to maintain its facilities or obtain additional finance when required, or if it can, on favourable or acceptable terms. As a result, the Company’s ongoing operations and financial position may be adversely affected.

Section 5.1

Insurance risk The Company seeks to maintain appropriate insurances for its business given its industry and operations. Insurances need to be renewed on an annual basis and those renewals may result in insurance premiums increasing with an adverse effect on the financial performance of the Company. Alternatively, those insurances may not be available on terms which are economic in light of the risks they protect against, resulting in the Company having to self-insure such risks. If such risks ultimately arise they would have an adverse effect on the financial position and performance of the Company.

Section 5.1

1.8 Directors and key management


Who are the Company’s Directors?

Wayne Stevenson Chairman

• Wayne is an experienced financial services executive with extensive finance, strategy and operational expertise across Australasian and International markets.

• Wayne has been a director of various Australian and offshore companies for over 20 years, and is currently a non-executive director of OnePath Life Insurance Ltd, OnePath General Insurance Ltd and ANZ Lenders Mortgage Insurance Ltd.

• Wayne has been involved in the finance industry for over 30 years, and has gained a wide range of experience, particularly with the ANZ Banking Group.

Section 6.1

Barclay Nettlefold Managing Director/Chief Executive Officer

• Barclay is an experienced advertising and media executive with over 30 years in the Asia Pacific region, including founding Eye Corp Pty Ltd.

• Barclay has managed and developed various outdoor advertising businesses spanning Indonesia, Thailand, Malaysia, Vietnam, Philippines, Singapore, China and Myanmar.

• Barclay established News Outdoor South East Asia and QMS APAC.



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Anne Parsons Non-executive Director

• Anne is a highly regarded advertising and media executive with over 20 years’ experience gained in a wide variety of roles across the globe. She has worked in many media channels and has extensive experience multi-channel solutions.

• Previously the chairman of MediaCom Australia (Australia’s second largest media communications agency) and CEO for 6 years, Anne is currently the managing partner of Cherry London, a strategic marketing agency specialising in brand partnerships.

David Edmonds Executive Director/ Director – Corporate & Legal

• David is a corporate finance lawyer, with significant experience in mergers and acquisitions, project financing and business development in Australia, Indonesia and Thailand.

• Previously with Minter Ellison and Blake Dawson Waldron (now Ashurst), David has worked in the outdoor advertising industry for over 10 years throughout the Asia Pacific region. He has held COO and general counsel positions in News Outdoor Group for Asia Pacific.

Bob Alexander Non-executive Director

• Bob is an experienced senior finance and operations executive who has over 30 years’ experience working in the commercial sector.

• Bob has worked in global organisations in industries such as media, entertainment, professional services and the print industry. Bob has considerable experience in mergers and acquisitions, and has successfully led numerous transactions and the integration of acquired businesses.

• Bob has previously acted as the Global CFO of Eye Corp Pty Ltd and OPUS Group Limited, an ASX listed company operating in the Asian region, servicing the publishing, government and outdoor media sectors.

Who are the Company’s key management personnel?

Barclay Nettlefold Chief Executive Officer

• Refer above. Section 6.2

David Edmonds Director – Corporate & Legal

• Refer above.

Peter Cargin Chief Financial Officer

• Peter is a senior financial executive with over 25 years’ experience across a broad range of local and international businesses, including 10 years in the outdoor advertising and related industries.

• His responsibilities have included finance, business analysis, budgeting and forecasting, acquisition and divestment modelling, treasury, policies and procedures and business systems implementation.

Adam Trevena Chief Commercial Officer

• Adam has 16 years’ experience working with major outdoor advertising companies.

• His responsibilities have included sales, marketing, development, operations and finance with on the ground experience in Australia, New Zealand, South East Asia and the Middle East.

Malcolm Pearce Chief Operations Officer

• Malcolm is an experienced executive with over 25 years’ experience across a variety of industries, including the last 10 in outdoor advertising.

• He has commercial, operational, financial and treasury management experience, with previous responsibilities for finance and budgeting, operations and shared services.



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John O’Neill Head of Sales

• John has over 18 years’ experience in outdoor advertising and media sales.

• John has developed and led a number of very successful sales teams across various outdoor advertising businesses.

Sara Lappage Chief Marketing Officer

• With over 20 years’ experience in the media and outdoor advertising industries, Sara has significant knowledge and expertise in developing and marketing successful media brands.

Steve Danaher General Manager – Sales

• Steve has over 15 years’ media experience, including 12 years in the outdoor advertising industry.

Mark Rowswell General Manager – Development

• Mark has over 30 years’ experience in Australia and South East Asia, specialising in outdoor advertising.

1.9 Significant interests of key people and related party transactions


Who are the Existing Shareholders and what will be their interest at the Completion of the Offer?

Existing Shareholders Shareholding on Completion of the Offer Section 7.1.5

Shares (m) %

Entities associated with Barclay Nettlefold

45.1 17.9%

Mediascape Pty Ltd 31.6 12.6%

Other employees 7.0 2.8%

Entities associated with John O’Neill

6.0 2.4%

Other entities 3.1 1.2%

Total 92.6 36.8%

Certain existing shareholders have entered into voluntary escrow arrangements which prohibit the disposal of Shares held, subject to certain exceptions. See Section 7.5 for more information.

Existing holders of convertible notes will be issued with 19,230,769 shares on conversion of those notes on Completion of the Offer.



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What significant benefits and interests are payable to Directors and other persons connected with the Issuer or the Offer?

Director Shareholding on Completion of the Offer Section 6.3.2

Shares (m) %

Entities associated with Barclay Nettlefold

45.1 17.9%

Entities associated with David Edmonds

1.4 0.6%

The Shares in which the Directors have an interest noted above are subject to voluntary escrow as described in Section 7.5.

Wenvale, an entity associated with Barclay Nettlefold, has a relevant interest in 45,059,236 Shares held directly, and in 6,950,000 Shares held by various employees. The Shares held by the employees were sold to them by Wenvale and funded by a limited recourse loan secured by the relevant Shares.

Wenvale has entered into the Wenvale Buyback Deed (see Section 9.5.2) under which is agrees to support certain warranties given in favour of the Company in respect of the QMS APAC Acquisition. 45,059,236 Shares are the subject of that deed.

Directors and other management are entitled to remuneration and fees on ordinary commercial terms.

Advisers and other service providers are entitled to fees for services.

Further details of the benefits and interests summarised above are set out in Section 6.3.



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1.10 Overview of the Offer


What is the Offer? The Offer is an initial public offering of 138.5 million Shares that will be issued by the Company.

The Shares being offered will represent approximately 55% of Shares on issue on Completion of the Offer.

Section 7.1

Who is the issuer of the Prospectus?

QMS Media Limited (ACN 603 037 341), a company incorporated in Victoria, Australia.

Page 2

What is the proposed use of funds raised pursuant to the Offer?

The funds received pursuant to the Offer will be paid to the Company and will be used to complete the IPO Acquisitions, pay the expenses of the Offer and for capital expenditure.

Section 7.1.2

Will the Shares be listed? The Company has applied to ASX for admission to the official list of ASX and quotation of Shares on ASX (which is expected to be under the code QMS).

Completion of the Offer is conditional on ASX approving this application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.

Section 7.8.1

How is the Offer structured? The Offer comprises:

• the Broker Firm Offer which is open to persons who have received a firm allocation from their Broker and who have a registered address in Australia; and

• the Institutional Offer, which consists of an invitation to certain Institutional Investors in Australia and a number of other eligible jurisdictions to apply for Shares.

Section 7.1.1

Is the Offer underwritten? The Offer is fully underwritten by the Lead Manager. Section 9.5.1

What is the allocation policy? The allocation of Shares between the Broker Firm Offer and the Institutional Offer was determined by the Lead Manager in consultation with the Company. The Lead Manager, in consultation with the Company, has absolute discretion regarding the basis of allocation of Shares among Institutional Investors.

For Broker Firm Offer participants, Brokers will decide as to how they allocate Shares that they are allocated amongst their retail clients.

Section 7.3.2

Is there any brokerage, commission or stamp duty payable by Applicants?

No brokerage, commission or stamp duty is payable by Applicants on acquisition of Shares under the Offer.

Section 7.2.2

What are the tax implications of investing in the Shares?

Shareholders will be subject to Australian tax on dividends. The tax consequences of any investment in the Shares will depend upon a Shareholder’s particular circumstances, particularly for non-Australian tax resident Shareholders. Applicants should obtain their own tax advice prior to deciding whether to invest.

Section 9.9

When will I receive confirmation that my Application has been successful?

Applicants in the Broker Firm Offer should confirm their firm allocation with the Broker from whom they received their allocation.

Section 7.2.5



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When will dividends on the Shares be paid?

The Directors intend to target a payout ratio of between 30% and 50% of NPATA.

The level of payout ratio is expected to vary between periods depending on performance of the business and capital requirements, strategic growth, acquisition or investment opportunities that may arise.

Section 4.9

What is the minimum Application size under the Offer?

The minimum Application under the Broker Firm Offer is as directed by the Applicant’s Broker.

Section 7.2.2

How can I apply? You may apply for Shares by completing a valid Application Form attached to or accompanying this Prospectus.

To the extent permitted by law, an Application by an Applicant under the Offer is irrevocable.

Section 7.2.2

Can the Offer be withdrawn?

The Company reserves the right not to proceed with the Offer at any time before the issue of Shares to successful Applicants.

If the Offer does not proceed, Application Monies will be refunded.

No interest will be paid on any Application Monies refunded as a result of the withdrawal of the Offer.

Section 7.7

Where can I find out more information about this Prospectus?

If you are unclear in relation to any matter or are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your accountant, financial advisor, stockbroker, lawyer or other professional advisor before deciding whether to invest.

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INDUSTRY OVERVIEW

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2.1 Australian advertising industryThe Australian advertising industry encompasses all forms of marketing communications employed to showcase particular products or services to consumers. The industry comprises eight key segments shown in Figure 1.

The level of advertising spend and general advertising activity is dictated by macroeconomic and microeconomic factors, including business and consumer confidence, the domestic and international geo-political environment and the state of the economy.

Figure 2 shows that over the last ten years, Australian advertising spend has grown from $9.7 billion in CY2003 to $13.4 billion in CY2013, at a CAGR of 3.3%.

Figure 2: Total Australian advertising industry spend CY2003 to CY2013

0

3

6

9

12

15

9.710.8

11.6 11.813.2 13.7

12.613.7 13.5 13.3 13.4

CY2013CY2012CY2011CY2010CY2009CY2008CY2007CY2006CY2005CY2004CY2003

CY2003-CY2013 CAGR: 3.3%$Billion

Source: CEASA Australian Advertising Expenditure in Main Media

From CY2003 to CY2013, the outdoor advertising industry grew at a CAGR of 6.2% compared to 3.3% for the total Australian advertising industry (see Figure 3). During this period all advertising segments attained positive growth, except those within the print categories (newspapers, magazines and print directories). Outdoor advertising achieved one of the highest growth rates, online being the only segment to grow faster.

Figure 1:

Australian advertising industry key segments

Outdoor

Magazines

Television

Radio

Online

Cinema

Newspapers

Print Directories


SECTION 2: INDUSTRy OVERVIEW

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Figure 3: Advertising segment growth (excluding online) CY2003 to CY2013 CAGR


-6-5-4-3-2-1012345678

6.2%

4.5%3.4% 3.2%

-2.7%-3.2%

-5.6%

3.3%

TotalIndustry

PrintDirectories

NewspapersMagazinesTelevisionRadioCinemaOutdoor

The last ten years has seen a shift in advertising spend away from traditional media, such as television and radio, towards online advertising.

Outdoor advertising, however, is one form of traditional media to have gained market share since CY2003, increasing from 3.1% to 4.1% in CY2013 (see Figure 4).

This growth can be largely attributed to:

• the implementation of an audience measurement system, Measurement of Outdoor Visibility and Exposure (“MOVE”);

• ongoing development of assets, inventory and new product offerings; and

• growth in digitalisation and technological advancements.

Refer to Section 2.8 for more information.

Figure 4: Outdoor advertising share of total advertising spend


Online29.8%

Cinema 0.8%

Radio 7.7%Television29.29%

Magazines 4.7%

PrintDirectories5.3%

Newspapers 17.8%

Outdoor 4.1%Online 2.4%

Cinema 0.7%Radio 7.6%

Television 30.3%

Magazines 8.5% Print Directories 13.1%

Newspapers34.3%

Outdoor 3.1%

CY2013CY2003



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2.2 Australian outdoor advertising industry

The Company operates in the dynamic Australian outdoor advertising industry.

Outdoor advertising refers to any form of advertising that targets consumers outside of the home environment. The pure nature of outdoor advertising allows advertisers to use the medium for broad spectrum messaging to as many members of the population as possible or to be highly targeted and address a specific audience.

Table 1 illustrates the four primary outdoor advertising categories: billboards, comprising digital and static billboards, street furniture, retail and transit. There are a number of operators in the outdoor advertising industry including 5 major players, QMS APAC, APN Outdoor, oOh! Media, Adshel and JC Decaux who collectively represent approximately 80% of the outdoor advertising market1.

1 Source: Standard Media Index Data (January-December 2014)

Table 1: Outdoor advertising categories

Billboards: Landmark digitalAdvertising that appears on the side of, or near a road:

•Digital large format billboards

Key operators:

•QMS APAC

• APN Outdoor

•GOA

Billboards: StaticAdvertising that appears on the side of, or near a road:

• Static large format billboards

• Static small format billboards

Key operators:

•QMS APAC

• APN Outdoor

• oOh! Media



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Source: The Company

RetailAdvertising that appears in and around shopping centres, supermarkets and other lifestyle venues:

• Shopping centres internal/external

• Stand-alone supermarkets

• Lifestyle venues i.e. cinemas

Key operators:

• oOh! Media

• Val Morgan

•Brandspace

• Torchmedia

TransitAdvertising that appears on the exterior or interior of public transportation vehicles or stations or within an airport precinct:

• Tram/bus networks

•Rail networks, platforms and concourse

•Domestic airports

• International airports

Key operators:

• APN Outdoor

• Adshel

• JC Decaux

• oOh! Media

Street furnitureAdvertising that appears on the side of, or near a footpath:

•Bus/tram shelters

• Free standing small format i.e. phone booths

Key operators:

•QMS APAC

• Adshel

• JC Decaux



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During the period of CY2003 to CY2013, the outdoor advertising industry experienced growth year on year, except in CY2009 where the effects of the global financial crisis caused an 8.0% decline in general advertising expenditure. The outdoor advertising industry recovered strongly in CY2010 to post 5.0% growth on CY2008, and has continued to grow year on year, achieving a CAGR of 6.2% for the period CY2003 to CY2013.

Figure 5: Total Australian outdoor advertising spend and share of total advertising spend CY2003 to CY2013


0

100

200

300

400

500

600

700

800

900

297327 354 379

436 454400

477 494 502544


CY2003-CY2013 CAGR: 6.2%$Million

0.0%

0.5%

1.0%

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2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

3.1% 3.0% 3.1% 3.2% 3.3% 3.3% 3.2%3.5%

3.7% 3.8%4.1%

OUTDOOR ADVERTISING SPEND OUTDOOR SHARE OF TOTAL ADVERTISING SPEND

According to the Outdoor Media Association (“OMA”), CY2014 was the Australian outdoor advertising industry’s most successful year of growth on record, increasing the net industry revenue by 10.6% to $602 million2, up from $544 million in CY2013.

The OMA has also reported an increase of 22.4% year on year revenue for Q1 2015, making it the Australian outdoor advertising industry’s most successful quarter until now.

Outdoor advertising attracts a broad and diverse range of advertisers. Table 2 lists the top 20 outdoor advertisers by sector during CY2013. These advertisers contributed approximately 34.4% of total outdoor industry revenue.

Table 2: Top 20 Australian outdoor advertisers

Banking & Finance• ANZ Bank

• Commonwealth Bank

•HSBC

Beverages• Coca-Cola

• Lion

•National Foods

• SABMiller

Government• Federal Government

•NSW Government

• Victorian Government

FMCG & Retail•McDonald’s

•Nestle

•Unilever

•Wesfarmers

Entertainment• Village Roadshow

Automotive•Nissan

Media• Foxtel

•News Corporation

Technology & Telecommunications• Apple

•Optus

• Telstra

Source: OMA Annual Report 2013

2 OMA Revenue results 2014



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2.3 New Zealand outdoor advertising industryBetween CY2003 and CY2013, the New Zealand advertising industry grew from NZ$1.9 billion to NZ$2.3 billion, at a CAGR of 2.1%.

Figure 6: Total New Zealand advertising industry spend CY2003 to CY2013

0.0

0.5

1.0

1.5

2.0

2.5

1.92.1

2.2 2.22.3 2.3

22.1

2.2 2.22.3


CY2003-CY2013 CAGR: 2.1%NZ $Billion

Source: New Zealand Advertising Standards Authority, New Zealand Advertising Industry Turnover

As in Australia, outdoor advertising is the fastest growing traditional media in New Zealand, with a CAGR of 4.9% from CY2003 to CY2013 outperforming the total New Zealand advertising industry CAGR of 2.1% for the same period.

Figure 7: Total New Zealand outdoor advertising spend and share of total advertising spend CY2003 to CY2013


0

15

30

45

60

75

90

105

120

47 51

7279 78 74

68 7083

6776


CY2003-CY2013 CAGR: 4.9%NZ $Million

2.5% 2.5%

3.2%3.6%

3.3% 3.2% 3.3% 3.3%

3.8%

3.1%3.3%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

OUTDOOR ADVERTISING SPEND OUTDOOR SHARE OF TOTAL ADVERTISING SPEND



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Online and outdoor advertising are the only mediums to increase their share of New Zealand’s total advertising revenue between CY2003 to CY2013. Outdoor advertising’s share grew from 2.5% in CY2003 to 3.3% in CY2013.

Figure 8: New Zealand outdoor advertising share of total advertising spend

Radio 11.7%

Other 5.3%

Online 20.7%

Television 27.9%

Magazines 9.3%

Newspapers 27.1%

Outdoor 2.5% Outdoor 3.3%

Radio 12.1%

Other 5.5%Online 0.4%

Television31.9%

Magazines 10.4%

Newspapers 37.1%

CY2013CY2003


There are five major operators in the New Zealand outdoor advertising industry as set out in Table 3.

Table 3: Major New Zealand outdoor advertising operators

Ambient Group (QMS Media) •Retail

• Transit

APN Outdoor •Billboards

• Transit

oOh! Media •Retail

iSite •Billboards

• Transit

Adshel • Street furniture

Source: The Company



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2.4 Indonesian outdoor advertising industry The outdoor advertising market in Indonesia has vastly improved in recent years as advertisers demand higher quality and technology based platforms. While the FMCG, corporate and public services, communication technology and automotive sectors remain the largest users of advertising in Indonesia, a wide range of sectors are showing growth in advertising spend.

Management’s experience is that outdoor advertising in Indonesia is underpinned by long term bookings, typically for a minimum of 12 months and mostly prepaid, providing a low risk exposure to a strong growth market.

The Indonesian advertising industry has grown from US$4.2 billion net revenues in CY2010 to US$6.9 billion net revenues in CY2013, at a CAGR of 18% as shown in Figure 9.

Figure 9: Total Indonesian advertising spend CY2010 to CY2014f

0

2

4

6

8

10

4.24.9

5.96.9

8.4

CY2014fCY2013CY2012CY2011CY2010

CY2010 - CY2013 CAGR: 18%US$ Billion

Source: Aegis Global Advertising Expenditure Report – Ad Quest AC Nielsen, Media Scene, Agency Estimate

The Indonesian outdoor advertising industry generated net revenues of US$197 million in CY2013 and was projected to reach US$246 million in CY2014, 25% growth from CY2013, according to the Aegis Global Advertising Expenditure Report 2013. This growth is driven by intense competition among advertisers and innovation through digital developments and expansion initiatives3.

Figure 10: Total Indonesian outdoor advertising spend and share of total advertising spend CY2010 to CY2014f

0

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100

150

200

250

300

350

105143

164197

246

CY2014fCY2013CY2012CY2011CY2010

CY2010 - CY2013 CAGR: 23%US$ Million

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1.5%

2.0%

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3.0%

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2.5%2.9% 2.8% 2.9% 2.9%

OUTDOOR ADVERTISING SPENDOUTDOOR SHARE OF TOTAL ADVERTISING SPEND

0

50

100

150

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105143

164197

246

CY2014fCY2013CY2012CY2011CY2010


0.0%

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2.0%

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3.0%

3.5%

2.5%2.9% 2.8% 2.9% 2.9%

OUTDOOR ADVERTISING SPENDOUTDOOR SHARE OF TOTAL ADVERTISING SPENDOUTDOOR SHARE OF TOTAL

ADVERTISING SPEND OUTDOOR ADVERTISING SPEND


0

50

100

150

200

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350

105143

164197

246

CY2014fCY2013CY2012CY2011CY2010


0.0%

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1.5%

2.0%

2.5%

3.0%

3.5%

2.5%2.9% 2.8% 2.9% 2.9%

OUTDOOR ADVERTISING SPENDOUTDOOR SHARE OF TOTAL ADVERTISING SPEND

3 Global Media Market Intelligence – Outdoor Advertising in Indonesia, June 2013



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Only television and outdoor increased their share of total advertising revenue from CY2010 to CY2013, with outdoor increasing from 2.5% in CY2010 to 2.8% in CY2013.

Figure 11: Indonesian outdoor advertising share of total advertising spend


Radio 2.0% Radio 1.5%

Television54.8%

Television57.9%

Magazines 3.4% Magazines 2.9%

Newspapers 37.3%

Newspapers 34.8%

Outdoor 2.5% Outdoor 2.8%

CY2013CY2010

There are four major operators in the Indonesian outdoor advertising industry as set out in Table 4.

Table 4: Major Indonesian outdoor advertising operators

PT INsite Media (QMS APAC) •Billboards

• Transit

Rainbow Asia Posters •Billboards

•Retail

• Street furniture

Warna Warni •Billboards

•Retail

Media Indra Buana (MIB) •Billboards

• Street furniture

Source: The Company



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2.5 Benefits of outdoor advertisingOutdoor advertising provides a unique platform for advertisers to effectively communicate with consumers, delivering a number of key benefits distinctive to the medium:

Table 5: Benefits of outdoor advertising

Broadcast: Last true mass advertising medium – the most public advertising medium available.

Targeted: Ability to impact audiences in a specific city, suburb or broad based population, or by demographic and socio-economic segments.

Innovative: Improved audience engagement through the creative use of digital outdoor advertising and mobile technologies.

Always on: 24/7 audience exposure – cannot be switched off by consumers unlike other media such as television and radio.

In Australia the above factors are underpinned by the provision of an audience measurement system, MOVE, to enable advertisers to understand and quantify a campaign’s potential audience and compare the results and overall effectiveness against other advertising mediums.

MOVE measures approximately 67,000 of the 76,000 outdoor advertising faces (also known as panels or units) in Australia. Based on MOVE’s estimates, outdoor advertising’s audience has increased at a CAGR of 6.1% from CY2012 to CY2014 and Australians are now likely to see 26 outdoor advertising faces on average each day.

Figure 12: MOVE audience measurement system – Likelihood to See

Opportunity to SeeOpportunity to See a sign centres around trip size, distance and frequency factors.

Visibility IndexThe Visibility Index for a sign is derived from factors based on the sign, as well as audience and environment factors.

The measure centres around the visibility of the sign, the height, angle and illumination among many other factors.

Likelihood to SeeLikelihood to See is derived by applying a Visibility Index to the Opportunity to See for each outdoor advertising face

Source: The Company

Currently there is no similar comprehensive audience measurement system in New Zealand or Indonesia, and it is the Company’s firm belief that the introduction of such a system into these markets will help drive outdoor revenue growth as experienced in Australia.



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2.6 Outdoor advertising value chainThe outdoor advertising value chain involves four key segments:

• the advertiser who is seeking to communicate a particular message;

• the creative and media agencies who are briefed with designing the creative message, determining the outdoor formats and selecting and buying the outdoor advertising sites;

• the outdoor advertising operator who is responsible for the sale of the outdoor sites and for providing insight about target audience reach and campaign effectiveness; and

• the landlord who owns the site on which the billboard/outdoor advertising space is located.

Figure 13: Outdoor advertising value chain

AdvertiserMedia and creative agencies

Outdoor advertising operator

Landlord/ owner

• Considers the message to be broadcast, the nature of the advertising campaign and objectives

• Responsible for determining target demographics, markets, timing and budget

•Media agencies determine the appropriate media selection to meet the advertiser’s campaign requirements

• Acts as an intermediary between the advertiser and the outdoor advertising operator

•Media agencies will sometimes take an active role in liaising with the creative agency that is charged with designing the advertising campaign

• Creative agencies may directly liaise with the print production company for the production and distribution of creative material for installation

•Responsible for the operation of the advertising site

• Presents and negotiates with the media agency regarding potential advertising sites and how best to deliver on the objectives of the advertising campaign

• Provides outdoor recommendation using MOVE data and other research, in relation to physical placement and format of advertising

• Liaises with the print production company to manage the production and distribution of creative material for installation and delivery

•Owner of the advertising site/concession who contracts the outdoor advertising operator through an agreed leasing arrangement

• Site rent consists of:

− fixed rent;

− revenue share; or

− combination of both

Source: The Company

Outdoor advertising operators work closely with media agencies to determine the optimum outdoor advertising schedule to meet the advertiser’s campaign objectives. Outdoor advertising operators will present various advertising options to the media agency who acts as an intermediary with the advertiser. The final outdoor advertising campaign will be the result of consultation between these three parties.

The MOVE audience measurement system is closely analysed by outdoor advertising operators which use the information provided by MOVE to help determine the optimum outdoor advertising package to present to the media agency.



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2.7 Digital outdoor advertisingOutdoor advertising consists of static and digital advertising. Static advertising refers to an advertising display that is fixed or stationary (traditional billboard advertising). Digital advertising refers to multiple advertisements displayed in rotation on electronic screens.

Digital outdoor advertising has become more prevalent across all categories for the following reasons:

•Digital advertising allows for the broadcast of multiple advertising messages in rotation and a more tailored advertising approach i.e. advertising can be context or time of day specific. This results in increased yields from advertising sites;

• In contrast to static, digital allows the advertiser time sensitive communication which can maximise the impact to their target audience. This dynamic capability also provides the opportunity to deliver content based on seasonality, events, time of day and other advertiser-led initiatives;

• Presentation quality of digital outdoor advertising signage attracts priority support from advertisers; and

• Complementary technologies such as Near Field Communications (“NFC”) allow outdoor advertising operators to track data about the consumers engaging with the advertisement.

The combination of technology, connectivity and ability to dynamically change content has driven the expansion and acceptance of digital outdoor advertising.

Image: Melbourne South – Nepean Highway

Figure 14: Example of digital outdoor advertising

Recent CY2014 revenue results released by the OMA show digital outdoor advertising’s share of total outdoor revenue is increasing, from 7.5% of total outdoor revenues in CY2012 to 18.8% in CY2014. This represents a CAGR of 72.3% for the period CY2012 to CY20144.

4 OMA Revenue Results 2014



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2.8 Key drivers of growth in the outdoor advertising sector

2.8.1 Market growth

Factors such as business and consumer confidence, economic activity and macroeconomic and microeconomic activity influence total advertising spend which in turn impacts outdoor advertising spend.

Growth in the sector is also driven by audience growth, which is a combination of population growth and increasing urbanisation. As discussed in Section 2.5, MOVE estimates that outdoor advertising’s audience in Australia has increased at a CAGR of 6.1% from CY2012 to CY2014.

2.8.2 Digital and technology

Digital and complementary technologies have enabled outdoor advertising formats to expand the channels through which the format engages with consumers.

A digital billboard facilitates greater revenue compared to a static billboard as it allows multiple advertisements to be shown at the one location.

It also offers advertisers a platform for more dynamic and varied content and enhanced avenues of communication.

Benefits to advertisers • Creative flexibility – ability to change message multiple times

• Immediacy – an advertiser can post copy within 15 minutes for real-time tactical campaigns

• Premium presentation – premium locations, high quality digital format

• Engagement – increased connectivity for a more engaged audience. Neuroscience research shows digital billboards achieve greater awareness because the human brain is programmed to respond to changes in environment5

Benefits to operators • Superior revenue stream – ability to change message multiple times

•High utilisation of sites – digital screens host multiple advertisements and generate higher revenues than comparable static panel

• Flexible pricing – allows operators to sell inventory weekly and by time of day to maximise yields

• Complementary medium to online – opportunity to leverage investment across total digital landscape

Table 6: Benefits of digital outdoor advertising

New printing technologies and digital signage have significantly improved the speed to market in which outdoor advertising campaigns can be delivered. The industry can provide advertisers with quick and efficient print production or seamlessly upload digital creative for digital assets. This facilitates more time sensitive and quick response messaging and opens the medium to new advertisers.

5 Ocean Outdoor/Neuro-Insight (UK) 2013



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2.8.3 Tenure

The majority of outdoor advertising sites are located on buildings and land owned by third parties, part or all of which is leased to the outdoor operators. The advertising asset or structure may be owned by either the landlord or outdoor operator. According to Morgan Stanley research, the average length of outdoor advertising leases is between five and seven years.6 Long-term lease agreements enable outdoor advertising operators to invest capital in quality assets, digital and technology developments, with the resulting asset enhancements attracting increased advertising revenue and improved yield.

2.8.4 Market coverage

Developing more outdoor advertising assets across broader geographic areas extends campaign coverage and drives sector growth. A broader reach and ease of buying from one provider attracts additional national advertisers. Expanded urban population growth and sprawl supported by increased transport infrastructure facilitates the opportunity for new development and increased market coverage. For example, new major road networks provide opportunities for new billboard development and expanded bus routes provide new bus shelter infrastructure, thereby creating a platform for greater market coverage.

2.8.5 Quality assets

The appeal of outdoor advertising is that there are quality locations that deliver above average traffic volumes with long dwell times. The ability to digitalise billboards in quality locations has further enhanced this appeal.

2.8.6 Innovation

Advertisers are always seeking innovations and new technologies to incorporate into their campaigns to leverage spend and differentiate their products and services. Innovations and new technologies include mobile technologies like NFC and Quick Response (“QR”) codes and programmatic buying or information/data triggered campaigns using third party source data to pair with a relevant communication message.

In addition, MOVE has created a currency for audience measurement within the industry, allowing advertisers to determine the reach and frequency of their outdoor campaigns and compare effectiveness with other media.

2.9 Regulatory environmentOutdoor advertising is subject to varying levels of regulation depending on location. Regulations can affect the establishment and operation of outdoor advertising structures as well as the content of the advertising on the structures.

6 Morgan Stanley 2014



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2.9.1 Establishment and operations

The establishment of outdoor advertising structures is usually governed by government planning laws and policies. In Australia planning laws are primarily regulated at a local government level, with a state based overlay, while in New Zealand regulation is at a local level. In Indonesia, regulatory responsibility is a combination of national and regional (either provincial or district government).

Approval requirements will vary from site to site, depending on location and use. Construction of an outdoor advertising structure and its use as an outdoor advertising sign generally requires a planning/development permit followed by building/ construction approval. In most cases permits are issued by the responsible local government.

Local governments usually have discretionary authority in determining whether to issue an approval with each proposed sign assessed individually after consideration of a range of issues such as impact on amenity, traffic safety and existing signs in the vicinity. There is often the ability for third parties to object to the granting of permits and decisions may end up being reviewed by courts/tribunals.

The dimensions, direction, spacing, lighting and other aspects of outdoor advertising structures can be affected by the laws and policies applied during the permitting process. Different laws and policies will apply for different types of signs.

In Australia, roadside outdoor advertising structures usually require approvals from the relevant state road authority, unless the land is outside state jurisdiction (e.g. airports), in which case Federal government regulation applies. In Indonesia, concurrent licences and in-principle approvals are required from the relevant head of a district region.

Digital screens are often further regulated as to the ‘dwell time’, being the minimum length an advertisement must be displayed before the next advertisement is displayed. Restrictions may also be placed on hours of display (e.g. the sign must be turned off between 10pm and 5am).

Permits typically have an expiry date (up to 15 years in Australia and 5 years in Indonesia). After expiry a renewed permit is usually required to continue advertising at the relevant site.

Updating a site (either by altering the existing site or converting it to a digital sign) will usually require a new combination of permits to be obtained.

In locations which are subject to concessions, there may not be any need for permitting, either because there is a special regime which applies (e.g. ConnectEast – Eastlink) or the site is not regulated because it is internal (e.g. airports, shopping centres).

2.9.2 Content

Content of advertisements in Australia is regulated through a combination of industry self-regulation and laws regarding misleading and deceptive conduct.

In all cases the content regulation regime applies to the actual advertisement displayed rather the provider of the advertising space. As the advertisement is not owned by the outdoor advertising operator the Company is not directly subject to regulations governing advertising content. Regardless, in Australia the Company screens advertisements prior to display to ensure compliance with relevant self-regulatory schemes which apply to members of the OMA.

In New Zealand the outdoor advertiser itself has responsibility to ensure that the advertisement does not infringe any laws or cause offence.

In Indonesia, national and local regulations also apply to the content of advertising that can be displayed on advertising signs. In addition, the Advertising Council of Indonesia has adopted the Indonesia Advertisement Code of Ethics which applies to all advertisements, advertising companies, and advertising businesses that are published or operated in Indonesia. The code is not a formal regulation and provides guidelines rather than imposing strict obligations.

In Indonesia advertising content must generally comply with social norms and values such as religious norms, aesthetics, politeness, public order, wellness, safety and environmental values. On a national level certain restrictions apply to advertisements (e.g. for alcohol and tobacco products). On a regional level, there can be limitations on the use of foreign language in advertisements.



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COMPANY OVERVIEW

03


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3.1 OverviewQMS Media was established in 2014 to aggregate a number of outdoor advertising assets, including the businesses currently conducted by QMS APAC and the outdoor advertising assets of Paramount Outdoor, Octopus Media and Drive By Media, amongst others.

QMS APAC is one of Australia’s leading outdoor advertising media companies, with a high quality and growing portfolio of premium long tenure, high yield assets including large format digital and static billboards and street furniture.

The IPO Acquisitions will give the Company a strong presence in the Australian market and position it to leverage growth across the Asia Pacific region through the retail and transit sites in Indonesia and New Zealand.

The Company’s portfolio is characterised by:

• Premium locations with significant vehicular and pedestrian traffic;

•Growing national presence of landmark digital billboards and conversion;

• Static billboards suitable for digital development; and

• Long-term contract tenure (average 13+ years remaining) delivering sustainable revenue.

Table 7: Company overview

Outdoor category

Landmark digital billboards

Static billboards

Retail Street furniture

Transit

Locations • Sydney• Melbourne• Brisbane• Adelaide• Gold Coast

• Sydney• Melbourne• Brisbane• Adelaide• Perth• Indonesia

• New Zealand • Gold Coast • New Zealand• Indonesia

Key assets/concessions

Iconic digital• ‘Melbourne

Square’• ‘Melbourne

South’• ‘Brisbane Gabba’

• VicTrack• Eastlink• M2 Motorway

Sydney

• Westfield • AMP• Kiwi• Range of

independent shopping centres

• Gold Coast • Auckland Transport7

• Jakarta Soekarno-Hatta International Airport

• Bali Ngurah Rai International Airport

• Medan Kualanamu International Airport

Current signs 16 230+ 400+ 710+ 400+

FY2016F signs

33 240+ 1150 710+ ~2700

Key attributes (Refer to Sections 3.4.1-3.4.5 for further detail)

• High profile metropolitan locations

• Focus on long dwell time

• Significant audience exposure

• Premium quality• Greater than

market average tenure

• Broad metropolitan market coverage

• Premium quality assets

• Variety of formats/sizes

• Greater than market average tenure

• Future digital expansion opportunity

• Strong New Zealand footprint

• High turnover, high footfall shopping centres

• Proximity targeting

• Exclusive coverage

• Broadcast and/or targeted audience delivery

• Future digital expansion opportunity

• High profile assets• Domestic and

International audiences

• Exclusive Auckland Transport concession across multiple transit formats7

Source: The Company

7 Awarded preferred tenderer status – finalisation of contract is expected prior to 30 June 2015


SECTION 3: COMPANy OVERVIEWF

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The Directors expect the combined businesses after the IPO Acquisitions to deliver growth from the accelerated rollout of new landmark digital sites, new static sites and two major transit contracts.

Landmark digital sites generate higher revenue with multiple advertising faces available during each four week advertising selling cycle, compared to one face for each static site.

The Company is also focused on further growth in static sites through newly permitted sites and additional sites under concessions such Eastlink and VicTrack.

The Company also expect growth in the transit market primarily through representation of the Bali Ngurah Rai International airport and Auckland Transport which are both expected to commence in FY2016. Ambient Advertising NZ, an entity acquired prior to IPO, has been awarded preferred tenderer status for a 7 year contract with Auckland Transport to develop multiple outdoor formats including buses, rail, ferries and major transport hubs.

3.2 The Company’s historyThe Company was established in 2014 and has acquired strategic digital sites in city locations in Melbourne, Brisbane and Adelaide. The Company has also acquired interests in QMS Australia, Ambient NZ and Titan NZ, the holders of various concessions. The Company has entered into agreements to undertake the IPO Acquisitions, including the acquisition of QMS APAC.

QMS APAC was formed as a joint venture partnership with Qatar Media Services WLL in 2010 to develop strategic outdoor advertising assets across the Asia Pacific Region. Since formation QMS APAC has achieved strong organic growth and expansion through acquisition, the development of its existing portfolio and the conversion of static billboards into landmark digital sites.

Highlights of QMS APAC’s history include:

• Acquiring the print production businesses of Omnigraphics Australia Pty Ltd and MMTB Pty Ltd to establish a presence along the eastern seaboard;

• Acquiring landmark billboards across the majority of capital cities;

• Entering into the Indonesian market with PT INsite Media;

• Securing and developing concessions such as ConnectEast and VicTrack; and

• Securing sales and marketing rights to signs across the country, including M2 Motorway in Sydney and Gold Coast street furniture concession.

QMS APAC has successfully secured a number of significant concessions through competitive tender processes and long term partner relationships. This success along with selected strategic site development has enabled QMS APAC to expand into all major metropolitan markets in Australia and key categories in New Zealand and Indonesia.

On a pro forma basis the Company generated $44.1m of revenue in FY2014 after aggregating the results of the Company and the IPO Acquisitions.



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3.3 The Company’s operating modelThe Company’s operating model integrates five major functions for its clients and key stakeholders to provide 360 degree service delivery, summarised in Figure 15.

Figure 15: The Company’s operating model

Development• design, construction and

delivery of new assets

• redevelopment of existing assets

• project management including administration of regulators and contractors

• identification and sourcing of new products and technologies e.g. mobile technologies and digital engagement platforms

Shared services• supports the other

business functions and is responsible for:

− Finance

− IT

− Human Resources

− Legal

Sales & marketing• responsible for:

− revenue generation

− sales strategy

− advertising agency and direct advertiser relationships

• marketing department is custodian of the QMS brand and responsible for:

− public relations and communication

− development of asset collateral and go-to-market strategies

Commercial• identification, negotiation

and commercialisation of:

− organic development opportunities

− acquisitions

− concessions

− sales and marketing rights

− tenders and RFPs

• development and management of landlord/ asset owner relationships

Operations• management of developed

assets including production, installation, maintenance and repairs

• management of regulatory approvals

• scheduling of advertisers across inventory including managing content on the digital network through the DigiLab



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3.4 Overview of the Company’s outdoor portfolio On completion of the IPO Acquisitions, the Company will have an established outdoor advertising footprint throughout Australia including digital and static billboards and street furniture. This presence extends into New Zealand and Indonesia, providing future growth opportunities through the retail and transit categories.

Medan

Jakarta

Bali

Perth

Adelaide

Melbourne

Sydney

Brisbane

Gold Coast

Christchurch

Wellington

Auckland

Landmark digital billboards

Static billboards

Retail

Street furniture

Transit

KEY: FORMAT TYPE

Figure 16: The Company’s outdoor portfolio



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3.4.1 Landmark digital billboards

The Company’s growing national portfolio of premium landmark digital billboards provides advertisers with scale, impact and dynamic engagement. On completion of the IPO Acquisitions, the Company’s landmark digital billboard portfolio will have the characteristics set out in Figure 17.

Figure 17: The Company’s landmark digital billboard portfolio

•High profile metropolitan locations throughout Sydney, Melbourne, Brisbane, Gold Coast and Adelaide.

• Planned development of high profile metropolitan sites in Perth.

• Expanding national footprint, with 16 landmark digital billboards forecast to expand to 33 by the end of FY2016.

• Focus on long dwell time locations.

• Provides advertisers with significant audience exposure.

• Average contract tenure of 15 years.

• Established relationship with world’s leading LED outdoor screen manufacturer, Daktronics, to provide best quality screens, service and maintenance capability.

• Enhanced by a dedicated in-house team, known as the DigiLab, responsible for management of the network operations centre across the digital network.

• Ensures the delivery of a dynamic ad-serving and content management system that provides advertisers with increased flexibility and campaign leverage.

Figure 18: Melbourne Square, Corner Flinders and Elizabeth St, Melbourne



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3.4.2 Static billboards

Through its acquisition of QMS APAC, the Company will have a national portfolio of high quality static billboards in key locations, providing targeted solutions and audience reach across major metropolitan markets. Billboards are freestanding or fixed to buildings that are owned by individual landlords or concession owners. On completion of the IPO Acquisitions, the Company’s static billboard portfolio will have the characteristics set out in Figure 19.

Figure 19: The Company’s static billboard portfolio

•National metropolitan footprint including Sydney, Melbourne, Brisbane, Adelaide and Perth of over 200 billboards.

•Range of sizes and formats to suit a variety of advertisers’ campaign objectives and requirements.

• Average contract tenure of more than 10 years.

• Major concessions represented include M2 Motorway Sydney, VicTrack and Eastlink.

Figure 20: Broadway, Sydney



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3.4.3 Street furniture

QMS APAC holds exclusive sales and marketing rights for the Gold Coast City Council street furniture concession. Addition of this concession through the acquisition of QMS APAC will expand the Company’s market coverage to include the sixth most populated city in Australia. The Gold Coast street furniture portfolio has the characteristics set out in Figure 21.

Figure 21: The Company’s street furniture portfolio

• Exclusive concession throughout the Gold Coast.

• Ability to reach a broadcast audience.

• Abilities to provide a tailored, audience specific campaign within exclusive coverage areas.

• Future digital platform opportunities.

Figure 22: Street furniture shelter, Gold Coast



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3.4.4 Retail

The Company operates outdoor advertising displays throughout retail precincts in New Zealand which have the characteristics set out in Figure 23.

Figure 23: The Company’s retail portfolio

• Delivers advertisers strategic coverage of high turnover, high footfall shopping centres.

• Strong national footprint across New Zealand, through Westfield, AMP, Kiwi and a range of independent shopping centre groups.

• Ability to provide advertisers with proximity targeting to key retailers i.e. FMCG products near supermarkets, movies releases near cinemas etc.

•Mobile technology platforms allowing consumers to easily engage with the advertising.

Figure 24: Retail



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3.4.5 Transit

The acquisition of QMS APAC will expand the Company’s footprint in transit advertising into the key market of Indonesia. The combined transit advertising portfolio has the characteristics set out in Figure 25.

Figure 25: The Company’s transit portfolio

•High profile assets.

• Ability to target domestic and international audiences.

•Major operator of airport media throughout Indonesia including:

− Jakarta Soekarno-Hatta International Airport

− Bali Ngurah Rai International Airport

− Medan Kualanamu International Airport

Figure 26: Bali Ngurah Rai International Airport



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3.4.6 Print production

With purpose built facilities in Melbourne and Brisbane, QMS APAC owns and operates one of Australia’s largest and most diverse wide format print production facilities producing products for retail, point of sale, exhibition, vehicle wraps, banners, signage, street furniture, self-adhesive vinyls and large format billboards.

The directors estimate that QMS APAC represents approximately 30% of the large format print production business in Australia. Other key outdoor advertising print operators include APN Outdoor, OPUS Group and Billboard Media.

QMS APAC works with a number of public and private organisations including outdoor advertising operators, advertising agencies and direct clients.

QMS APAC’s print production capability and capacity allows it to manage significant volumes within tight production turnaround times.

The print production business provides complementary vertical market integration with the outdoor advertising business.

Figure 27: QMS APAC print production facility, Brisbane



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3.5 Major customersMore than 90% of total advertising spend in Australia is controlled through media agencies that plan and buy media on behalf of the advertisers they represent.

The Company’s management has long-standing relationships with key national and international media agencies and advertisers. Over 95% of group media revenues are generated through sales to these media agencies. The agencies represent a broad and diversified spectrum of advertisers and industries.

Table 8: Selected QMS APAC advertisers

Media• Channel 7

• Foxtel

•News Corporation

•Network Ten

•NOVA

• Southern Cross Austereo

Automotive• Audi

•BMW

•Holden

•Honda

•Hyundai

•Nissan

•Renault

• Toyota

• Volvo

Beverages• Coca-Cola

•Henkell

• Lion

• Pepsi

• Pernod Ricard

• SABMiller

Government• Federal Government

•NSW Government

•QLD Government

• Victorian Government

Banking & Finance• ANZ

•Bank of Melbourne

• Commonwealth Bank

•NAB

•Westpac

Entertainment• Cricket Australia

• Tennis Australia

• Village Roadshow

Technology & Telecommunications•Microsoft

•Optus

• Sony

• Telstra

• TPG

• Vodafone

Online Businesses• Carsales

•Domain

• Ebay

•Homesales

•REA

• Tyresales

FMCG & Retail• 7/11

• Coles

•Heinz

•McDonald’s

•Unilever

•Woolworths



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3.6 Growth strategyThe Company’s growth strategy is underpinned by four key pillars:

AcquisitionsDigital Development Organic Development Asia Pacific

Expansion

3.6.1 Digital development

The Company is strategically placed to take advantage of its digital growth initiatives through:

• an extensive new digital development rollout schedule; and

• converting static billboards to digital.

The Company plans to develop advertiser demand-led, high yielding, high quality, landmark digital billboards with significant audience reach and long dwell times in metropolitan locations across Australia and New Zealand. The digital development program aims to deliver a broad geographic footprint giving advertisers exposure to a much wider audience.

On completion of the IPO Acquisitions, the Company will operate 16 landmark digital billboards with a further 5 to be added during FY2015 and 12 during FY2016.

The criteria that the Company applies in determining the potential for digital conversion is based on:

• location and the site’s suitability for conversion;

• ability to satisfy planning and development permit parameters; and

• commercial return.

Figure 28: Future landmark digital conversion pipeline

Digital 3 Digital 21 Digital 33

FY2014Digital Panels



Future OpportunityDigital Panels

FutureOpportunity62

Of the Company’s portfolio of 206 Australian static billboards on completion of the IPO Acquisitions, 62 sites have the potential for future digital conversion.



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Figure 29: Digital Development Case Study – Ipswich Rd, Woolloongabba

After

Description• Conversion of existing premium

static billboard to a landmark digital billboard

Development process • Secured site lease

•Design and development planning

• Secured permit from Brisbane City Council

• Procure screen, structure and installation

•Operations, sales and marketing, administration

• Erect and commission

Commercial• Increased number of advertising

spots per panel, from 1 to 4 or more, delivering a revenue uplift and providing sophisticated yield management of digital sites

•Greater demand from advertisers due to enhanced consumer engagement, and increased creative flexibility

• Improved yield compared to static

• CAPEX higher than static billboard

Advertiser benefits • Improved visibility day and night

• Provides for time sensitive advertising

•Dynamic ad-serving capabilities to deliver time of day, seasonality and contextual advertising opportunities, providing flexibility for advertisers

• Enhanced consumer engagement

Before



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3.6.2 Organic developmentThe Company adopts the following three organic growth strategies:

• Leveraging existing assets

• Securing new tenders or concessions

• Innovation

Leveraging existing assetsAfter completion of the IPO Acquisitions the Company will hold a premier collection of large format static billboards operated under concession arrangements or long term lease. The current concessions held by QMS APAC provide opportunities to install additional billboards on the landbank of the concession grantor. These concessions also provide the Company with opportunities for site upgrades and new developments.

The market continues to demand high quality static billboards. The post IPO Acquisition portfolio includes premium static billboards nationally that provide increased reach and frequency opportunities for advertisers as an extension to advertising campaigns on key landmark digital locations. The Company will continue to upgrade and acquire premium static billboards that complement its existing portfolio.

Securing new tenders or concessionsThe Company is strategically positioned to participate in tenders or Request for Proposals (“RFPs”) for complementary assets or concessions that have matured and are being re-tendered or that involve new assets. Several key concessions are expected to be subject to tender processes over the next three to five years.

The Company’s ability to compete for key concessions/contracts is demonstrated by Management’s success in securing the following tenders:

• Eastlink – RFP

• VicTrack Roadside Billboards (Government) – Tender

•Melbourne Square (landmark digital billboard) – RFP

•Bali Airport (Government) – RFP

The tender success derives from the vast experience, knowledge and capability of Management coupled with the provision of innovative commercial platforms that deliver sustainable long term benefits to the asset owner.

InnovationThe Company has established an internal team, known as the ‘DigiLab’, focused on developing new initiatives through fostering creative thinking across all areas of the business and to provide the Company with a competitive edge through the exploitation and adoption of technology. This includes the use of mobile technologies to connect advertisers with their target audience in captive environments such as retail precincts, through the use of NFC and QR codes.

The DigiLab is also the custodian of the network operations centre (“NOC”) for the monitoring, management and operational intelligence across the digital signage network that the Company operates. The DigiLab provides real time information on the health of all digital sites and ensures that the network ‘uptime’ is maximised.



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Figure 30: Securing Tenders/Concessions Case Study – VicTrack Concession

Description• Successful tender for VicTrack

roadside billboard advertising concession

Tender Process • Invitation to participate

•Receipt of tender pack

• Attendance at briefing session

• Commercial review

• Tender response and submission

• Presentations to evaluation panel

• Contract awarded

Commercial•Delivering improved and sustained

commercial returns for concession owner and the Company

• Provides greater scale across the Melbourne market for the Company

•Demonstrated capability to compete on major outdoor concessions



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3.6.3 Asia Pacific expansion

Multinational media buying agencies are seeking to consolidate their regional outdoor advertising budgets through quality operators that provide exposure across key Asia Pacific markets. Through the operations in Indonesia and New Zealand, and the relationships of Management in other key South East Asian markets, the Company has the opportunity to replicate existing products and formats in other markets to capture a significant portion of regional outdoor advertising spend.

3.6.4 Acquisitions

The Company is regularly approached to consider acquisitions, joint ventures and new opportunities and has a regular pool of potential acquisitions under evaluation. Leveraging Management’s network of key Asia Pacific relationships, the Company will continue to identify and seek to acquire quality assets.

3.7 Summary of IPO Acquisitions

3.7.1 QMS APAC Acquisition

The QMS APAC Acquisition includes the acquisition of the various entities which constitute the QMS APAC business being:

• Standout Media Pty Ltd

− This entity has a major digital billboard in Brisbane and 8 other large format static billboards in capital cities on the eastern seaboard.

•Q Media Pty Ltd

− Q Media is the sales arm for all advertising assets of the QMS APAC group and also acts as sales agents for third parties that outsource sales responsibility.

•QMS Australia Pty Ltd (50% interest)

− This entity has the ConnectEast concession, as well as a major digital billboard site on Nepean Highway and two other large format static billboards in Melbourne. The Company has already acquired the balance of the 50% interest in this entity.

•QMS Rail Media Pty Ltd (a wholly owned subsidiary of QMS Aust)

− This entity has the VicTrack concession.

• The Digital Outdoor Group Pty Ltd (50% owned by QMS Aust)

− This entity is currently non-operating but has a licence with Crown Casino regarding development of large format digital signage in the Crown Casino precinct for which advertising permits have been applied and one permit has already been issued.

•MMTB Pty Ltd

− A specialised display production business based in Brisbane focusing on billboards and building wraps through to exhibitions and event displays. MMTB focuses on supply of the Queensland and NSW markets and together with Omnigraphics provides supply coverage for all major eastern seaboard markets.

•MMTL Pty Ltd

− The owner of the property on which the MMTB business operates.

•Omnigraphics Australia Pty Ltd

− Specialised display production business based in Melbourne which operates in a similar manner to MMTB business and with primary focus on the Victorian and NSW markets.

The interests in these entities are being acquired under the QMS Acquisition Agreement which is described further in Section 9.5.2. It is intended that the QMS APAC Acquisition will complete immediately prior to Listing.



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Further, the QMS APAC business also has an economic interest in PT INsite Media, an Indonesian entity.

PT INsite Media operates in Indonesia. It owns a portfolio of advertising assets including large format signage, prime ambient advertising sites at major Indonesian airports and bridge concession signage. It also acts as a sales agency business for other owners of outdoor advertising assets and sells space on those third party advertising assets to advertisers. Currently, QMS APAC has a 100% economic interest in this entity which is being restructured into a 51% legal interest and 100% economic interest. On completion of that restructure, the Company will acquire that interest.

A non-trading entity, QMS Australian Holdings Pty Ltd, is also being acquired.

The Company’s key management personnel have been actively involved in managing the entities being acquired as part of the QMS APAC Acquisition and have detailed knowledge of historical performance and growth opportunities for each entity.

3.7.2 Paramount Acquisition

The “Paramount Acquisition” involves the acquisition of Paramount Outdoor Pty Ltd and an option to acquire Vail Media Pty Ltd.

Paramount has rights to 35 operational advertising faces on 27 sites in Perth and its surrounds. All billboards are static.

Vail has rights to a further 10 development sites for 19 advertising faces. All development billboards are static.

The Company has the right to acquire 100% of Paramount.

The Company has a call option to acquire, and the vendors of Vail a put option to sell to the Company, 100% of Vail at any time between 1 January 2017 and 31 December 2017.

The interests in Paramount are being acquired under the Paramount Acquisition Agreement, and the interests in Vail are subject to the Vail Option Agreement, each of which is described further in Section 9.5.3. It is intended that the acquisition of Paramount will complete immediately prior to Listing.

3.7.3 Octopus Acquisition

The “Octopus Acquisition” involves the acquisition of Plexity Holdings Pty Ltd which holds the Octopus Media outdoor advertising sites, being 18 operational billboards on sites in Victoria (15), NSW (1) and Qld (2). 8 billboards are digital (on 7 sites) and 10 are static (on 8 sites).

The Company has the right to acquire 80% of Plexity.

The Company then has a further call option to acquire the remaining 20% of Plexity at any time until 30 June 2016. The vendors of Plexity have a put option to sell that same interest to the Company at any time between 1 July 2016 and 30 September 2016.

The Octopus Media name is not being acquired as part of the acquisition.

Plexity is being acquired under the Octopus Acquisition Agreement which is described further in Section 9.5.4. It is intended that the acquisition of 80% of Plexity will complete immediately prior to Listing.

The Company also has a call option to acquire 100% of Octopus Property Pty Ltd at any time until the earlier of 31 December 2015 and 60 days after certain conditions are satisfied. Octopus Property Pty Ltd has one operational digital billboard in Victoria.



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3.7.4 Drive By Media Acquisition

The “Drive By Media Acquisition” involves the separate acquisition of:

• 11 operational billboards on 8 outdoor advertising sites in Victoria from Drive By Media Pty Ltd and Drive By Media 2 Pty Ltd. 2 billboards are digital (on 2 sites) and 9 are static (on 6 sites); and

• two outdoor advertising sites from Drive By Media 2 Pty Ltd, one of which is static and the other is proposed to be digital. Drive By Media 2 Pty Ltd has applied for but not yet received the necessary permit for the latter billboard.

The acquisition is separated into two option deeds. The Company has a call option to acquire the first tranche of sites at any time within the period commencing on the later of 1 July 2015 and the date on which conditions for the transfer of the advertising sites are satisfied and ending four months after the date on which the conditions are satisfied. It is expected that this part of the Drive By Media Acquisition will complete shortly after Listing.

The Company has a call option to buy and Drive By Media 2 Pty Ltd has a put option to sell the second tranche of sites subject to the satisfaction of certain conditions for the transfer of the advertising sites are satisfied. The conditions include that the necessary permit has been granted for the digital outdoor advertising site.

The option deeds are described further in Section 9.5.5.

3.7.5 Blue Media Acquisition

The “Blue Media Acquisition” involves the acquisition of BMG Australasia Pty Ltd. BMG Australasia Pty Ltd will first acquire all of the assets of Blue Media Pty Ltd and the Company will then acquire an initial 65% interest in BMG.

BMG provides installation solutions for printed advertising and branding and is complementary to the MMTB and Omnigraphics businesses being acquired as part of the QMS APAC Acquisition.

It is intended that the Blue Media Acquisition will complete immediately prior to Listing.

The Company has the right to buy and the remaining shareholders have the right to sell the balance of the shares in two tranches of 25% and 10% after the end of FY2016 and FY17 respectively.

The acquisition agreements are described further in Section 9.5.6.

3.7.6 Management knowledge

Management has detailed knowledge of historical financial performance of the signs held by Paramount, Plexity and Drive By Media Pty Ltd as Q Media has had exclusive rights to sell advertising on the relevant signs for some time. Q Media is part of the QMS APAC Acquisition and under management control of the Company’s key management personnel.



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FINANCIAL INFORMATION

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4.1 IntroductionThis Section 4 contains a summary of:

• the pro forma historical financial information for the Group, comprising the:

− Pro Forma Historical Consolidated Income Statements for FY2013, FY2014 and 1HFY2015;

− Pro Forma Historical Consolidated Cash Flow Statements for FY2013, FY2014 and 1HFY2015; and

− Pro Forma Historical Consolidated Statement of Financial Position as at 31 December 2014,

(together the Pro Forma Historical Financial Information); and

• the forecast financial information for the Group, comprising the:

− Pro Forma Forecast Consolidated Income Statement for FY2015 (Pro Forma Forecast Results);

− Statutory Forecast Consolidated Income Statement for FY2015 (Statutory Forecast Results);

− Pro Forma Forecast Consolidated Cash Flow Statement for FY2015; and

− Statutory Forecast Consolidated Cash Flow Statement for FY2015,

(together the Forecast Financial Information).

The Pro Forma Historical Financial Information and Forecast Financial Information together form the Financial Information.

QMS Media Limited after the IPO Acquisitions have been completed is defined in this section as the Group.

All amounts disclosed in Section 4 are presented in Australian dollars and, unless otherwise noted, are rounded to the nearest $100,000.

4.2 Basis of Preparation and Presentation of the Financial InformationThe Company was incorporated on 25 November 2014 and has not undertaken any trading activities up until it acquired Digital Outdoor Media (Aust) Pty Ltd and Riverview Signage Trust on 17 March 2015. These acquisitions are considered to be common control transactions with the Company being considered the accounting acquirer and the transaction accounted for at book value rather than fair value. In adopting this approach the Directors note that there is an alternate view that it could be accounted for as a business combination. If this view is taken, the net assets of the group would have been uplifted to fair value by $4.9 million, with consequential impacts on the Income Statement and Statement of Financial Position. The Directors anticipate that the excess of fair value compared to the book value of net assets would primarily be allocated to intangibles ($4.9 million). To the extent some of this was allocated to limited life identifiable intangibles it would be subject to amortisation which would have resulted in reduced profitability in the FY2015 forecast period.

An IASB project on accounting for common control transactions is likely to address such restructures in the future. However, the precise nature of any new requirements and the timing of these are uncertain. In any event, history indicates that any potential changes are unlikely to require retrospective amendments to the financial statements.

Controlling equity interests in QMS APAC, PT INsite Media, Plexity, Paramount Outdoor, BMG, and the assets of Drive By Media are due to be acquired shortly after completion of the Offer. These acquisitions, along with that of Ambient Advertising NZ Ltd, which was acquired on 2 April 2015, are considered business combinations in accordance with AASB3 or asset acquisitions and in both cases will reflect fair value in the Company’s accounts as at the date of acquisition.

The Pro Forma Historical Financial Information included in this Prospectus is intended to present potential investors with information to assist them in understanding what the underlying historical financial performance and cash flows of the Group would have been had the Company operated as a consolidated entity on a basis consistent with the Forecast Financial Information.


SECTION 4: FINANCIAL INFORMATION

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The Financial Information included in this Section has been prepared and presented in accordance with the recognition and measurement principles of Australian Accounting Standards adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act.

The Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures, statements or comparative information as required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act. This section should be read in conjunction with the risk factors, set out in Section 5.

The significant accounting policies of the Group relevant to the Financial Information are set out in Appendix 2.

The Financial Information has been reviewed by KPMG Financial Advisory Services (Australia) Pty Limited, as described in its Investigating Accountant’s Report in Section 8. Investors should note the scope and limitations of that report.

4.2.1 Preparation of Pro Forma Historical Financial Information

The pro forma historical financial information of the Group has been derived from a combination of audited financial statements, financial information sourced from financial records of entities that have been subject to audit for different financial year ends and financial information sourced from financial records of entities that have not been subject to audit, including:

• the financial statements of Digital Outdoor Media (Aust) Pty Ltd and the Riverview Signage Trust where the financial statements were audited by KPMG in accordance with Australian Auditing Standards for the period ended 31 December 2014 and the audit opinions issued to the members of Digital Outdoor Media (Aust) Pty Ltd and the unitholders of the Riverview Signage Trust relating to the respective financial statements were unqualified;

• the financial statements of Omnigraphics Australia Pty Ltd where the special purpose financial statements were audited by another auditor in accordance with Australian Auditing Standards with unqualified audit opinions issued for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014;

• the financial statements of Paramount Outdoor Pty Ltd where the special purpose financial statements were audited by another auditor in accordance with Australian Auditing Standards with qualified audit opinions issued for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014, in respect of a) no opinion being provided on a portion of the operating expenses where insufficient documentation was provided; b) the fixed assets held in the business were not verified; c) no opinion was provided on the recoverability of related loans or on the related party transactions recorded in the profit and loss; and d) no opinion being provided in respect to Paramount Outdoor Pty Ltd’s ability to continue as a going concern;

• the financial information sourced for the pro forma financial periods from financial records of entities that have special purpose financial statements that have been subject to audit by another auditor in accordance with Australian Auditing Standards with unqualified audit opinions issued for different financial year ends namely Standout Media Pty Ltd, QMS Australia Pty Ltd (which consolidated QMS Rail Media Pty Ltd), MMT Land Pty Ltd and MMTB Pty Ltd for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and Q Media Pty Ltd for the financial year ended 31 December 2014;

• the financial information sourced for the pro forma financial periods from financial records of PT INsite Media that have financial statements prepared and presented in accordance with accounting principles generally accepted in Indonesia that have been subject to audit by another auditor in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants;

• the financial information of BMG Australasia Pty Ltd was sourced from the financial records of a related entity, Blue Media Pty Ltd, which then sold its assets to BMG Australasia. Special purpose financial statements of Blue Media Pty Ltd were audited by another auditor in accordance with Australian Auditing Standards with an unqualified audit opinion issued for the six month period ended 31 December 2014. Prior periods were unaudited;



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• the financial information sourced from unaudited financial records of various related entities of Plexity Holdings Pty Ltd, which then sold their assets to Plexity Holdings Pty Ltd; and

• the financial information sourced, for the pro forma financial periods, from unaudited financial records of Ambient Advertising NZ Ltd prepared in accordance with NZ generally accepted accounting practice. Ambient Advertising NZ Ltd’s financial statements for the twelve month period ended 31 December 2014 were subject to audit by another auditor, in accordance with International Standards on Auditing (New Zealand) which was unqualified and for a different financial year end than the pro forma financial periods.

Pro forma adjustments have been made in order to present the financial impact of:

• the acquisition of the business and operations of QMS APAC (including Q Media from its incorporation on 1 January 2014), PTIM, Omnigraphics, Paramount, Ambient, Plexity and BMG as if these acquisitions had taken place on 1 July 2012; and

• the acquisition of the business of Riverview Signage Trust from August 2014, being the date operations began. DOMA was also acquired, which was incorporated on 30 June 2014

Note, the Drive By Media asset acquisition has not been reflected in the Pro Forma Historical Information because of an inability to access financial information in the same level of detail as was available for share purchase acquisitions. Entities being acquired as part of the QMS APAC Acquisition have exclusively represented the assets being acquired since December 2013 and the Company has therefore had full visibility of revenues. The main expenses of operating these assets are the site lease costs which are supported by lease agreements.

Other pro forma adjustments include:

• straight-lining of lease payments across the lease term and provision for make good obligations to align accounting policies across the Group;

• amortisation has been presented historically based on an initial purchase price allocation exercise performed by management of the Group rather than actual reported amortisation; and

• income tax expense has been presented based on the underlying corporate tax rates and taking account of permanent differences such as amortisation and significant items disclosed in the income statement. Income tax expense reflects a pro forma adjustment given the corporate structure of the Company will be significantly different from IPO.

Note, incremental costs as a result of becoming a listed entity (such as board costs) have not been reflected in the Pro Forma Historical Financial Information, rather forecast to be incurred from Listing.

The Pro Forma Historical Financial Information has been presented in Australian dollars being the Group’s functional currency. Historical income and cash flow statements have been translated at the following average exchange rates for the years to 30 June 2013 and 2014 and six months to 31 December 2014: IDR10130, NZD1.087.

The pro forma consolidated balance sheet as at 31 December 2014 is based on the opening statement of financial position representing the combined statement of financial positions of the Company, Digital Outdoor Media (Aust) Pty Ltd and Riverview Signage Trust as the statutory position, adjusted to show the impact of the 23 March 2015 converting note, the acquisitions as though those transactions happened as at 31 December 2014, and the impact of the Offer. Balance sheet items have been translated at the following actual exchange rates as at 31 December 2014: IDR10130, NZD1.087.

Reconciliations between the statutory historical financial information and the Pro Forma Historical Financial Information are provided in Sections 4.3.2 and 4.5.1.

Investors should note that past results are not a guarantee of future performance.

4.2.2 Preparation of Forecast Financial Information

The Forecast Financial Information is presented on both a Statutory Forecast and Pro Forma Forecast basis. The pro forma consolidated forecast income statements, which are set out in Section 4.3, differ from the statutory consolidated forecast income statement for FY2015 as the pro forma consolidated forecast income statements reflect



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the full year effect of the operating and capital structure that will be in place upon Completion of the Offer but excludes the costs of the Offer, one-off tax implications arising as a result of the Offer and other non-recurring items which are not expected to occur in the future.

The Directors believe that they have prepared the Forecast Financial Information with due care and attention, and having regard to an assessment of present economic and operating conditions and certain general and specific assumptions. The Directors believe the assumptions when taken as a whole to be reasonable at the time of preparing the Original Prospectus.

The Directors’ best estimate assumptions underlying the Forecast Financial Information are set out in Section 4.7. This information is intended to assist investors in assessing the reasonableness and likelihood of the assumptions occurring, and is not intended to be a representation that the assumptions will occur. Investors should be aware that the timing of actual events and the magnitude of their impact might differ from that assumed in preparing the Forecast Financial Information, and that this may have a materially positive or negative effect on the Group’s actual financial performance.

Investors are advised to review the Forecast Financial Information in conjunction with the general and specific assumptions set out in Sections 4.7, the sensitivity analysis set out in Section 4.8, the risk factors set out in Section 5 and other information set out in this Prospectus. The Directors of the Company have no intention to update or revise the Forecast Financial Information or other forward looking statements following the issue of this Prospectus, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

4.2.3 Use of “non-IFRS” financial information

Investors should be aware that certain financial data included in this Section is “non-IFRS financial information” under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC. The Directors believe this non-IFRS financial information provides useful information to users in measuring the financial performance of the Group. Investors are cautioned not to place undue reliance on any non-IFRS financial information and any ratios calculated using that information.

EBIT is earnings before interest and tax.

EBITA is earnings before interest, tax and amortisation.

EBITDA is earnings before interest, tax, depreciation and amortisation. Management uses EBITDA to evaluate the operating performance of the business without the non-cash impact of depreciation and amortisation and before interest and tax charges, which are significantly affected by the capital structure.

Management also uses EBITDA Margin, which is EBITDA divided by revenue, expressed as a percentage. EBITDA Margin is a key measure that Management uses to evaluate the profitability of the overall business. Because it eliminates the non-cash charges for depreciation and amortisation, EBITDA is useful to help understand the cash generation potential of the business. However, it should not be considered as an alternative to cash flow from operations and investors should not consider EBITDA in isolation from, or as a substitute for, analysis of the Group’s results of operations. Some of the limitations of EBITDA are that it does not reflect:

• the Group’s cash or capital expenditure;

• changes in the Group’s working capital needs;

• that, although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised will often have to be replaced in the future, and there will likely be cash requirements for such replacements; and

• that other companies in the Group’s industry may calculate these measures differently from how the Group does, limiting their usefulness as a comparative measure.

NPATA is calculated by adding back amortisation, non-cash interest expense and significant items net of tax to NPAT (after minorities).



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4.3 Historical and forecast consolidated income statementsTable 9 presents the pro forma consolidated historical income statements for FY2013, FY2014, 1HFY2015 and the pro forma consolidated forecast income statements for FY2015F. A statutory consolidated income statement has also been presented for FY2015. Additional discussion on the key drivers of the movements in the Historical Financial Information presented below is included in Section 4.6.

Table 9: Pro forma and statutory historical consolidated income statements

June year end ($ million)FY2013

Pro formaFY2014

Pro forma1HFY2015 Pro forma

FY2015F Pro forma

FY2015 Statutory

Revenue 34.7 44.1 29.6 59.4 2.0Cost of media sites and production (17.1) (24.8) (18.5) (36.6) (1.1)

Gross profit 17.6 19.3 11.1 22.8 0.9Gross profit % 51% 44% 38% 38% 44%

Employee benefits expense (8.5) (10.5) (6.3) (13.5) (0.8)

Sales and marketing expense (0.1) (0.2) (0.1) (0.6) (0.1)

Other operating expense (4.8) (4.9) (3.0) (5.6) (0.7)

EBITDA 4.2 3.7 1.7 3.1 (0.7)EBITDA margin 12% 8% 6% 5% (37)%

Depreciation (1.9) (2.0) (1.3) (1.9) –

EBITA 2.3 1.7 0.4 1.2 (0.7)Amortisation1 (2.7) (2.7) (1.3) (2.7) –

EBIT (before significant items) (0.4) (1.0) (0.9) (1.5) (0.7)Impairments2 (8.0) – (4.6) (4.6) –

Debt forgiveness3 – 2.6 – – –

Provision for bad debts4 – – (0.8) (0.8) –

IPO transaction costs5 – – – – (1.2)

EBIT (after significant items) (8.4) 1.6 (6.3) (6.9) (1.9)Net interest expense (0.3) (0.3) (0.2) (0.4) (0.5)

Non cash interest expense6 – – – – (2.5)

Share of profit from associates7 – – – – 0.2

Net profit/(loss) before tax (8.7) 1.3 (6.5) (7.3) (4.7)Income tax expense (0.2) – 0.1 0.2 0.5

NPAT (before minorities) (8.9) 1.3 (6.4) (7.1) (4.2)Minority interests8 – – – – –

NPAT (after minorities) (8.9) 1.3 (6.4) (7.1) (4.2)Amortisation net of tax 2.3 2.3 1.2 2.3 1.2

Significant items 8.0 (2.6) 5.4 5.4 –

Non cash interest net of tax – – – – 2.5

NPATA9 1.4 1.0 0.2 0.6 (0.5)



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Notes:

1. Amortisation is a non-cash item and primarily relates to the amortisation of licences (site leases). Upon acquisition of sites and entities, certain identifiable intangible assets arising from these transactions, in particular site leases, will be recorded in the Group’s statement of financial position at their assessed fair values. The value of these assets will be amortised over the remaining life of the acquired leases (ranging from 12 to 20 years). The forecast amortisation charge has been included in the pro forma historical financial statements to represent the results as if the acquisitions had been made on 1 July 2012.

2. The $8.0 million impairment in FY2013 pro forma was due to goodwill impairment relating to the acquisition of MMTB by QMS APAC in March 2012 ($4.6 million), and impairment of intangible assets in Stand Out Media that were acquired prior to FY2013 ($3.4 million). The $4.6 million impairment in 1H FY2015 was primarily related to a write down of machinery and equipment in the MMTB business. These have been identified as significant items as they are one-off in nature and relate to individual businesses pre QMS Media’s ownership.

3. The debt forgiveness in FY2014 relates to a loan from a related party of Plexity. 4. The provision for bad debt expense in FY2015 relates to a loan made to a customer by QMS APAC,

which has been fully provided.5. Total IPO costs of the offer are $6.2 million, of which $4.9 million is offset against equity raised in the offer. 6. Non-cash interest relates to the unwind of the discount on financial liabilities, which have been

included in the pro forma statement of financial position at present value.7. Profit from associates relates to the Company’s share of profit after tax in equity accounted associates.8. Minority interests reflects profits due to the owners of a 25% non-controlling interest in Ambient

Advertising NZ Ltd.9. NPATA is calculated by adding back amortisation, non-cash interest expense and significant items

net of tax to NPAT(after minorities).

4.3.1 Key operating metrics

Set out in Table 10 is a summary of the Group’s key historical operating metrics for FY2013, FY2014 and 1HFY2015 derived from the Pro Forma Historical Results, and the key forecast operating metrics for FY2015F derived from the Pro Forma Forecast Results.

Table 10: Key financial and operating metrics


Pro formaFY2014


FY2015F Pro forma

Total number of landmark digital billboards 10 12 13 21

Total number of static billboards1 41 108 204 237

RevenueLandmark digital 1.7 3.0 3.2 7.0

Static 9.5 13.6 10.6 22.3

Street furniture – – – 0.2

Transit 2.9 4.9 2.5 5.3

Retail – – 1.4 2.2

Total media revenue 14.1 21.6 17.7 37.2Print production 20.6 22.6 11.9 22.2

Total revenue 34.7 44.1 29.6 59.4% of total revenue – international 14.6% 18.4% 12.4% 14.5%

% of total media revenue – digital 12.1% 14.1% 18.1% 18.8%

% of Australian media revenue – digital 20.2% 21.0% 22.8% 22.1%

Notes:

1. Static billboards include large format only. No concession for retail, street furniture and other small format static assets. Both static and digital billboard numbers are year end/period end statistics.



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4.3.2 Pro forma adjustments to the statutory consolidated income statements

Table 11 sets out the adjustments to the historical statutory consolidated income statement of the Group and the Statutory Forecast Results to primarily reflect the full year impact of the operating and capital structure that will be in place following Completion of the Offer. In addition, certain other adjustments to eliminate non-recurring items have been made. These adjustments are summarised below.

There is no statutory NPAT in the historical periods as the Company was incorporated in November 2014 and had no results from operations until FY2015. Prior to FY2015 all pro forma NPAT arises from the pro forma impact of acquisitions.

Pro forma revenue for FY2015 has not been disclosed in the reconciliation table below as the only adjustment to statutory revenue is for the pro forma full year impact of acquisitions which is $57.4 million.

Table 11: Pro forma adjustments to the statutory historical and forecast consolidated income statements

June year end ($ million) FY2015Statutory NPAT (after minorities) (4.2)Pro forma full year impact of acquisitions (6.8)

IPO transaction costs 0.9

Converting note expense 3.0

Pro forma NPAT (after minorities) (7.1)

Details of the pro forma adjustments to the statutory income statements are as follows:

• Pro forma full year impact of acquisitions – a pro forma adjustment has been made to the historical reporting periods, to reflect the net profit after tax financial result of the Company as if the acquisitions were effected on 1 July 2012 or from when operations began if after 1 July 2012;

• IPO transaction costs – total costs of the Offer expensed to the income statement of $0.9 million after tax;

• Converting note expense – upon IPO the converting note will convert to equity at a discount to the Offer Price. This instrument is classified as debt initially and the discount to Offer Price will be treated as an expense on IPO.

• Income tax effect – the income tax effect of the above adjustments assumes a tax rate of 30%, which is the Australian corporate tax rate.

4.4 Pro forma historical consolidated statement of financial positionTable 12 sets out the pro forma consolidated statement of financial position as at 31 December 2014 based on the opening statement of financial position representing the combined statement of financial positions of the Company, Digital Outdoor Media (Aust) Pty Ltd and Riverview Signage Trust as the statutory position, adjusted to show the impact of the March 2015 convertible note, the acquisitions as though those transactions happened as at 31 December 2014, and the impact of the Offer.

These adjustments include assumptions relating to matters that are not known as at the Prospectus Date. The Pro Forma Historical Consolidated Balance Sheet is therefore provided for illustrative purposes only and is not represented as being necessarily indicative of the Company’s view on its future financial position.

As the effective date of IPO acquisitions will be different to the pro forma date, the provisional purchase price allocation will be different to that reflected in the Pro Forma Historical Consolidated Balance Sheet. In addition the company will have a further 12 months to amend their provisional purchase price allocation.



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Table 12: Pro forma historical consolidated balance sheet at 31 December 2014

$ million

QMS Media Limited,

DOMA and Riverview1

Pre IPO acquisitions2

Issue of Converting

Notes3Pro forma Pre Offer

Impact of the Offer4

IPO acquisitions5

Pro forma Post Offer

AssetsCurrent assetsCash and cash equivalents6 3.0 (4.9) 9.5 7.6 83.6 (75.4) 15.8

Trade and other receivables 0.5 0.3 – 0.8 – 9.2 10.0

Inventories – – – – – 0.6 0.6

Other current assets 2.0 2.1 – 4.1 – (3.4) 0.7

Total current assets 5.5 (2.5) 9.5 12.5 83.6 (69.0) 27.1Non-current assetsProperty, plant and equipment 0.6 0.1 – 0.7 – 14.6 15.3

Intangible assets – 2.0 – 2.0 – 34.9 36.9

Deferred tax assets – – – – 1.9 1.5 3.4

Investments in associates7 – 6.7 – 6.7 – (6.7) –

Goodwill – 0.9 – 0.9 – 62.2 63.1

Other non-current assets – – – – – 1.0 1.0

Total non-current assets 0.6 9.7 – 10.3 1.9 107.5 119.7Total assets 6.1 7.2 9.5 22.8 85.5 38.5 146.8Current liabilitiesTrade and other payables 0.3 0.3 – 0.6 – 8.0 8.6

Borrowings – – 9.6 9.6 (9.8) 1.6 1.4

Current tax liabilities – – – – – 0.2 0.2

Provisions 0.5 0.2 – 0.7 – 1.0 1.7

Financial liabilities8 – – – – – 6.4 6.4

Total current liabilities 0.8 0.5 9.6 10.9 (9.8) 17.2 18.3Non-current liabilitiesBorrowings – – – – – 2.3 2.3

Deferred tax liabilities – – – – – 3.0 3.0

Financial liabilities8 – – – – – 10.8 10.8

Provisions – – – – – 2.6 2.6

Other non-current liabilities – – – – – 0.2 0.2

Total non-current liabilities – – – – – 18.9 18.9Total liabilities 0.8 0.5 9.6 10.9 (9.8) 36.1 37.2Net assets 5.3 6.7 (0.1) 11.9 95.3 2.4 109.6EquityContributed equity 10.2 6.7 – 16.9 99.1 0.9 116.9

Reserves (4.9) – – (4.9) – – (4.9)Accumulated (losses)/profits – – (0.1) (0.1) (3.8) 1.5 (2.4)

Equity 5.3 6.7 (0.1) 11.9 95.3 2.4 109.6



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Notes:1. Reflects the 31 December 2014 assets and liabilities of QMS Media Limited, DOMA and the Riverview

Signage Trust (DOMA and Riverview are accounted for as common control transactions) and $5 million cash received for QMS Media Limited shares issued ($2.9 million net cash received after repayment of existing intercompany loans). Impact of acquisitions settled pre IPO (incl. QMS Australia Pty Ltd, Riverview Signage Trust, DOMA).

2. Reflects the Pre IPO acquisitions and deposits made, namely: – the acquisition of 50% of QMS Australia Pty Ltd (for the issue of $6.7 million of shares in QMS

Media Limited); – the acquisition of 75% of Ambient Advertising NZ Ltd (for $0.8 million cash); – deposits relating primarily to the Octopus Acquisition and Drive by Media Acquisition (for $2.4 million) ; and – payments for other site acquisitions totalling $1.7 million.3. Reflects the issue of converting notes totalling $10 million (less $0.5 million of issuance cost).

The issuance costs are deferred to the balance sheet, with, $0.1 million amortised pre offer and the remainder expensed at IPO.

4. Reflects: – the cash raised from the Offer of $90 million (less costs of $6.2 million); – the conversion of the converting notes at face value of $10 million to $12.5 million of issued capital,

with a $2.5 million charge to retained earnings representing the discount to converting note holders in converting to shares;

– debt refinancing costs paid of $0.2 million related to new debt facilities available upon completion of the Offer; and

– a deferred tax asset of $1.9 million has been recognised, relating to $6.2 million of transaction costs ($3.4 million after tax offset against issued capital and $0.9 million against retained earnings) that are deductible for tax purposes over 5 years.

5. Reflects the impact of the IPO. Acquisitions including the expected consideration paid upon IPO completion, financial liabilities relating to deferred and contingent consideration as currently estimated and initial purchase allocation. The following IPO Acquisitions are reflected in the Pro forma statement of financial position Post Offer:

– BMG Australasia Pty Ltd; – Plexity Holdings Pty Ltd; – QMS Australia Pty Ltd (remaining 50%); – Q Media Pty Ltd; – MMTB Pty Ltd; – MMTL Pty Ltd; – Omnigraphics Australia Pty Ltd; – Paramount Outdoor Pty Ltd; – Standout Media Pty Ltd; – PT INsite Media Pte Ltd; – assets of Drive by Media; and – assets of IOM6. Reflects cash raised Pre IPO of $2.9 million (net of $2.1 million repayment of intercompany loans), net

proceeds raised from the Offer of $83.8 million, net proceeds from the issue of converting notes of $9.5 million, less cash paid for acquisitions both prior to and upon IPO completion of $84.3 million (including stamp duty of $0.4 million), debt refinancing costs paid ($0.1 million) and cash balances acquired in acquisition entities of $2.8 million.

7. Represents the Pre IPO equity accounted investment of 50% of QMS Australia Pty Ltd (acquired in March 2015) and its subsequent consolidation when the remaining 50% is acquired upon IPO completion.

8. Reflects $6.4 million of current and $10.8 million of non-current deferred / contingent consideration (including Put Options & Forward contracts). $6.7 million relates to the Paramount, Plexity and BMG entity acquisitions and $10.5 million of payments remaining on other asset acquisitions. Refer to section 4.4.3 for further details of these future payments.



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4.4.1 Indebtedness

Table 13 sets out the indebtedness of the Group as at 31 December 2014, before and following Completion of the Offer.

Table 13: Pro forma consolidated indebtedness as at 31 December 2014

$ million Pro forma Pre Offer Pro forma Post OfferCash and cash equivalents 7.6 15.8

Current borrowings (9.6) (1.4)

Non-current borrowings – (2.3)

Financial liabilities – (17.2)

Net total indebtedness (2.0) (5.2)

A brief summary of the proposed banking facility (“New Banking Facility”) is included below in Table 14.

Table 14: Summary of New Banking Facility

Lender Use of proceedsLimit

(post Listing)Drawn

(Pro forma)ANZ Banking Group Ltd Working Capital (including cash advance) $7,310,000 $3,700,000

ANZ Banking Group Ltd Bank Guarantee $2,200,000 $1,700,000

ANZ Banking Group Ltd Asset Finance $500,000 nil

Total facility Various $10,010,000 $5,400,000

Description of New Banking FacilityThe Company has entered into a committed term sheet relating to the provision by ANZ Banking Group Limited (the ‘Lender’) of a secured revolving facility. On, and conditional to, completion of the Offer and the usual procedural conditions, funding provided under the New Banking Facility will replace the existing banking facility.

Amount

The facility limit under the New Banking Facility is $10,010,000, and is available for drawings in Australian dollars by way of cash advances, bank guarantees, equipment and asset financing and ancillary facilities.

Maturity date

The New Banking Facility will mature on 31 October 2016.

Use of funds

The New Banking Facility will be used to fund the purchase of commercial property as part of the IPO Acquisitions and from time to time for working capital, funding capital expenditure, and general corporate purposes of the Company.



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Security

The following security will be offered:

• Cross guarantees from all wholly owned subsidiaries;

•Mortgage over shares of non-wholly owned subsidiaries; and

• A real property mortgage in respect of any freehold property owned.

Interest rates and payments

The New Banking Facility attracts a variable rate of interest, comprising the applicable base rate for borrowings in Australian dollars plus a margin.

The base rate applicable to drawings is based on BBSY.

Facility fees

Fees payable in connection with the New Banking Facility are typical for a facility of this type and include the following:

• an upfront fee; and

• a line fee of 3.50% per annum.

Financial covenants

The agreement under which the facilities will be made available contains financial covenants typical for facilities of this nature. The Group expects to comply with these undertakings into the future.

• Fixed Charge Cover Charge is to be tested quarterly from FY2016, based on entities within the Group that are fully owned by the Company, and calculated as the ratio of A to B where:

− A is the sum of EBITDA for the period plus the aggregate of all amounts payable under each operating lease for the period plus all rent paid in respect of any lease or licence of property for the period; and

− B is the sum of interest expense payable for the period plus the aggregate of all amounts payable under each operating lease for the period plus all rent paid in respect of any lease or licence of property for the period.

•Debt to EBITDA ratio is to be tested at 30 June each year on the Group, calculated as the ratio of A to B where:

− A is the total debt excluding the cash advance facility of $4.12 million at the end of the period; and

− B is the EBITDA for the period.

•Borrowing Base Ratio is to be tested at all times on the Group, calculated as the ratio of A to B where:

− A is the aggregate facility amount owing under components of the working capital facilities amounting to $5.25 million; and

− B is eligible debtors which is total debtors less any debtors classed as bad or doubtful debts, related parties debtors, credit notes, disputed debts and any debtors exercising a set off.

•Distributions – distributions/dividends are not to exceed 50% of NPAT at all times.

Representations, Warranties and Undertakings

The New Banking Facility includes representations, warranties and undertakings usual for facilities of its nature.

The undertakings include restrictions on security interests, financial indebtedness, distributions, related party transactions and disposals.

Events of default

The New Banking Facility contains certain events of default which are usual for facilities of its nature.



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4.4.2 Liquidity and capital resources

Following Completion of the Offer, the Group’s principal sources of funds will be cash on its balance sheet, cash flow from operations and borrowings under its banking facility.

The Group expects that it will have sufficient funds available from the cash proceeds of the Offer, in addition to the cash and cash equivalents available from its ongoing operations, to fulfil the purposes of the Offer and meet its stated business objectives. The Group expects that its operating cash flows, together with borrowings and undrawn facilities under its banking facility, will position the Group to grow its business and manage its capital position in order to achieve financial performance consistent with the Forecast Financial Information.

As highlighted above and set out in table 16 the Group expects to fund part of the capital expenditure from cash flows from operations. Should cash flows from operations not be sufficient, capital expenditure may be deferred from when forecast to occur and this would be detrimental to the forecast financial performance.

Non-Australian dollar revenue represented approximately 24.5% of the Group’s pro forma revenue in FY2014. The Group does not hedge movements in foreign currency.

4.4.3 Contractual obligations and commitments

Table 15 summarises the Group’s pro forma contractual obligations and commitments (following Completion of the Offer) under the banking facility, capital commitments operating leases, and future contracted payments relating to acquisitions.

Table 15: Pro forma contractual obligations and commitments as at 31 December 2014

$m

Pro forma drawn

commitment

Facility commitment

total <1 Year 1-5 years >5 yearsOperating lease commitments – 93.1 7.2 28.9 57.0

Capital commitments – 4.2 4.2 – –

New banking facilities 3.7 10.0 1.4 2.3 –

Deferred payments1 4.7 4.7 3.6 1.1

Put liability1 3.0 3.0 3.0 – –

Put liability/forward contract – contingent1 11.2 11.2 – 11.2

Total facilities 22.6 126.2 19.4 43.5 57.0

1. The drawn amount differs from the present value of these financial liabilities recorded in the statement of financial position by $1.7 million.

Deferred/Contingent payments and Put options/Forward contracts

The Company has entered acquisition agreements that contain deferred/contingent payments, put options and forward contracts that will be payable within the next 1-5 years. A summary of terms of these payments (including timing) is presented below. The commitments included in the table above, and notes below, are the undiscounted cashflows.

Paramount Outdoor $2.3 million (Deferred payments)

Two fixed payments of $1.15 million will be paid on the 1st and 2nd anniversary of the completion date (upon IPO).

Vail $3.9 million (Put liability – contingent)

A put option exists over 100% of Vail. The option may be exercised by Vail any time from 1 January 2017 to 31 December 2017 and is currently estimated to be $3.9 million. Payment will occur in three tranches, $2.9 million upon completion and $0.5 million on both the 1st and 2nd anniversaries of the completion date.



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This payment is calculated based on the CY16 financial results of Vail and has been estimated based on current budgeted financial results during this period. As this commitment is an estimate based on future earnings, it is subject to change. Any subsequent changes in the fair value of this liability will be recognised through equity.

Refer to section 9.5.3 for further background information regarding the Paramount Outdoor and Vail acquisitions.

BMG $1.7 million (Forward contract and Put liability – contingent)

1) Forward contract – contingent $1.4 million

The Group has entered into a forward contract to purchase an additional 30% of BMG. This is split between two payments, one in CY16 (relating to 25% of the company’s share capital) and one in CY17 (relating to 5% of the company’s share capital) and are both based on a multiple of future earnings plus an excess over targeted earnings.

$1.2 million relating to this payment will be due within 5-60 days of signing the 30 June 2016 BMG financial statements. The remaining $0.2 million payment is expected to be paid within 30 days of signing the 30 June 2017 BMG financial statements.

This commitment is an estimate based on current budgeted earnings for BMG, and will be subject to change. Any subsequent changes in the fair value of this liability will be recognised through profit and loss.

2) Put liability – contingent $0.2 million

A put option (with an option period of 20 days from the signing of the 2017 financial statements) exists over 5% of BMG.

This payment is also based on future earnings and is expected to be for the same consideration as the 5% contingent payment previously ($0.2 million). Any subsequent changes in the fair value of this liability will be recognised through equity.

Refer to section 9.5.6 for further information regarding the BMG acquisition.

Plexity $2.9 million (Put liability – contingent)

A put option exercisable from 1 July 2016 – 30 September 2016 exists over the remaining 20% of Plexity. This is a fixed payment of $2.5 million plus step-ups that are contingent on the success of site permits (up to $0.4 million of additional payments). Any subsequent changes in the fair value of this liability will be recognised through equity.

Refer to section 9.5.4 for further background information regarding the Plexity acquisition.

Digital W.A $5.2 million (Deferred payments and Put liability)

1) Deferred payments $2.4 million

Relates to $2.4 million of deferred payments upon completion of site permits and lease acquisitions that occur in stages between June 2015 and June 2016 and amounts are fixed in nature.

2) Put Liability – contingent $2.8 million

Relates to a put option over the remaining 30% ownership of these sites (estimated at $2.8 million). This payment is contingent and based on the greater of CY17 NPAT or enterprise multiple. The put option is exercisable from 1 January 2018 – 31 December 2018. As this commitment is an estimate based on future earnings, it is subject to change. Any subsequent changes in the fair value of this liability will be recognised through equity.

Refer to Appendix 2 for further information on the Group’s accounting policies relating to these future payments.

Drive By Media $3 million (Put liability)

A payment of $3 million will be paid in January 2016 relating to the Drive By Media South Yarra Option Deed.

4.4.4 Contingent Liabilities

As at 31 December 2014, the pro forma Group had guaranteed, to unrelated parties, its performance in relation to various sales agreements in the amount of $1.7 million. In the event of a default this amount may be payable as compensation to these unrelated parties.



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4.5 Pro forma historical and forecast statement of cash flowsTable 16 presents the pro forma consolidated historical statement of cash flows for FY2013, FY2014, 1HFY2015 and the pro forma consolidated forecast statement of cash flows for FY2015F. A statutory consolidated statement of cash flow has also been presented for FY2015. Additional discussion on the key drivers of the movements in the financial information presented below is included in Sections 4.6 and 4.7.

Table 16: Pro forma historical and forecast consolidated statement of cash flows


Pro formaFY2014


FY2015F Pro forma

FY2015F Statutory

EBITDA 4.2 3.7 1.7 3.1 (0.7)Non-cash items in EBITDA1 0.2 0.5 0.4 0.8 –

Change in working capital2 (0.2) 0.9 (0.7) (2.3) 0.4

Net free cash flow before capital expenditure 4.2 5.1 1.4 1.6 (0.3)

Acquisitions costs3 – – – – (85.2)

Acquisitions of property plant and equipment4 (4.0) (2.3) (1.4) (6.1) (4.7)

Net free cash flow before financing, tax and dividends5 0.2 2.8 – (4.5) (90.2)

Net interest paid6 (0.4) –

Income tax paid7 (1.0) –

Net proceeds from (repayment of) borrowings8 (0.4) –

Proceeds from issue of shares9 – 95.0

IPO transaction costs10 – (5.7)

Net proceeds from issue of convertible note11 – 9.5

Repayment of related party payables12 – (2.7)

Net cash flow (6.3) 5.9Net free cash flow conversion before capital expenditure %

51.3%

Notes:1. Non-cash items in EBITDA – reflects the impact of straight line lease accounting in each period. 2. Change in working capital – working capital comprises trade and other receivables, inventory, prepayments,

trade and other payables, deferred revenue, GST receivable/payable, current provisions and other creditors.3. Acquisition costs – represents cash paid for business combinations, and site leases. 4. Acquisitions of property plant and equipment – represents capital expenditure in purchasing PP&E,

screens, site development and site lease assets.5. The Pro Forma Historical Cash Flows have been presented before financing and taxation as the

Company’s capital structure will be significantly different post Offer and is not a meaningful representation of the Company’s cash flow profile.

6. Net interest paid – net interest paid is based on actual drawdowns and line fees. In the forecast periods, drawdown of new facilities is assumed to be repaid within the same financial periods.

7. Income tax paid – income tax payable in the Statutory Forecast Results reflects management’s estimate of tax payments relating to the Statutory Forecast Results. FY2015 pro forma tax payments reflect management’s estimate of tax payments assuming the entities to be acquired on or after IPO were owned for the full FY2015 year.

8. Net proceeds from (repayment of) borrowings – reflects the net repayment of borrowings. 9. Proceeds from issue of shares – reflects the gross proceeds of the Offer under this Prospectus

of $90 million, and the capital injection from a seed investor prior to IPO of $5 million. 10. IPO transaction costs – total IPO costs are $6.2 million, of which $0.5 million was paid by DOMA prior

to the Company acquiring DOMA in March 2015, resulting in $5.7 million paid by QMS Media. 11. Net proceeds from issue of convertible notes – reflects the proceeds of convertible notes of

$10 million, net of $0.5 million costs.12. Repayment of related party payables – reflects the repayment of funding from a seed investor.



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4.5.1 Pro forma adjustments to the statutory consolidated cash flow statements

Table 17 sets out the adjustments to the Statutory Forecast Consolidated Statements of Cash Flow in FY2015 to reflect the full year impact of the capital structure that will be in place following Completion of the Offer and to eliminate certain non-recurring items as if they had occurred or were in place as at 1 July 2012.

Table 17: Pro forma adjustments to the statutory forecast consolidated cash flow statements for FY2015F

June year end ($ million) FY2015Statutory net cash 5.9Acquisition costs1 85.2

Pro forma full year impact of acquisitions2 (1.3)

Proceeds from issue of shares3 (95.0)

IPO transaction costs4 5.7

Net proceeds from issue of convertible note5 (9.5)

Repayment of related party payables6 2.7

Pro forma net cash flow (6.3)

Notes:1. Acquisition costs – cash flows associated with the acquisitions to take place on or after IPO and the

acquisitions of site leases have been excluded from the pro forma cash flow as they are non-recurring and structural changes.

2. Pro forma full year impact of acquisitions – the FY2015 pro forma forecast assumes all acquisitions to take place on or after IPO were in place for the full year or from when the operation began.

3. Cash flows associated with the Offer and pre IPO capital injection from a seed investor have been excluded from pro forma cash flow as they are non-recurring in nature, which include the gross proceeds of $90 million and the $5 million capital injection from a seed investor.

4. IPO transaction costs – total IPO costs are $6.2 million, of which $0.5 million was paid prior to QMS Media Limited forming in March 2015, resulting in $5.7 million paid by QMS Media.

5. Net proceeds from issue of convertible note – reflects the $10 million proceeds from the convertible notes, net of transaction costs of $0.5 million, which has been excluded from pro forma cash flow as non-recurring.

6. Repayment of related party payables – cash flows associated with the repayment of related party loans have been excluded from pro forma cash flow as they are non-recurring in nature. These payables relate to funding from a seed investor prior to shares being issued.

4.6 Management discussion and analysis of Historical Financial InformationSet out below is a discussion of the general factors affecting the Group’s operating results and Management’s discussion and analysis of the Group’s Pro Forma Historical Financial Information for the historical periods included in this Section 4. The discussion below addresses only the Group’s operating results and does not address the Group’s historical pro forma net interest expense, tax expense or NPAT. The data included in the Pro Forma Historical Financial Information for these income statement items are based on the basis of preparation described in Section 4.2.1 and do not reflect the Group’s actual results of operations for the historical periods, or the Group’s expectations of movements in these income statement items in future periods.



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4.6.1 General factors affecting the operating results of the Group

Below is a brief discussion of the main factors which affected the Group’s operating and financial performance in FY2013, FY2014 and H1FY2015 and which the Group believes may continue to affect its operating and financial performance in the future.

The discussion of these factors is intended to provide a summary overview only and does not intend to identify all factors that affected the Group’s historical operating and financial performance, nor all aspects that may impact its future performance.

4.6.1.1 Revenue

An overview of the various revenue streams generated across the various divisions and asset types of the Group are set out below:

Media revenue

Media revenue is generated from advertising agencies through the display of creative content on a billboard or panel that is represented or held by the Group. The primary drivers of media revenue are the rate of growth in the outdoor advertising industry as well as the quality of the asset profile and applicable sales rate of a particular site. The Group’s current portfolio and future development strategy is targeted to maximise growth in landmark sites with a focus on digital screens in high demand locations.

Key determinants of the rate of growth in the outdoor advertising industry include but are not limited to:

•General macroeconomic conditions, in particular, business confidence, consumer sentiment and access to discretionary consumer spending;

•Macroeconomic conditions and market confidence in the sectors that generally utilise the Group’s advertising platforms, for example, banking and finance, electronic and consumer goods, television, radio and media broadcasting and retail and FMCG producers;

• Specific events including, but not limited to, global sporting events, local significant events and federal and state based political elections; and

• The relative perceived effectiveness of alternative and outdoor media advertising.

Print production revenue

Print production revenue relates to the printing and production of skins for use on large and small format static boards as well as the installation of the creative content on advertising panels (both digital and static).

The Group has internal operations to support both the printing and installation aspects of outdoor media production and installation to be able to service their represented screens and panels.

Production revenue is driven by advertising volumes, with no direct correlation to media revenue. Changes in demand of a particular product will impact production revenues, as revenues are not consistent across all product formats.

Installation revenue is driven by advertising volumes and also correlates to the site location access and campaign. The installation is managed and controlled by the Group.



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4.6.1.2 Cost of sales

An overview of the various key items that contribute to cost of sales and ultimately gross margin are set out below:

Rental of advertising space

Rent is paid to landlords and asset owners for the rights to utilise their space or land to display outdoor advertising. Many larger landlords (particularly those with multiple sites) often renew their rights on a periodic basis through a formal tender process. Many smaller landlords generally renew their rights on a less formal market process. Rental costs can also include payments to landowners for rights to access other property to access the Group’s media assets or ‘air rights’ where advertising structures overhang adjoining properties.

Rent is generally paid to landlords and asset owners under the following structures:

• Fixed rent only – rent paid under a fixed rental agreement and can increase by CPI or fixed rate increases;

•Revenue share only – rent paid under a revenue share agreement calculated as a percentage of media revenues generated on a particular site. This revenue share amount is normally a fixed percentage of the revenue post deduction of media agency commissions; and

• A combination of fixed rent and revenue share – rent is paid on both a fixed basis and revenue share basis. This is normally structured such that the fixed portion is treated as a ‘minimum guarantee’ charge and the revenue share will only be considered where this minimum guarantee amount is surpassed using the revenue share calculation.

Whilst it varies, the Group has approximately 67% of rental advertising space that is fixed rental percentage and 33% is variable and subject to revenue share.

A landlord may have varying reasons to tender out an existing contract, dependant on the structure. For example, underperformance on the media revenue generation of a site where rentals are based on a revenue share could be a factor encouraging a landlord to source a new agency or representation agreement.

Media agency costs

These are costs charged by the media agencies in placement of advertising campaigns on the Group’s billboards. Fees vary on an agreement by agreement basis and can include concessional volume rebates.

Print production costs

Print production costs are variable costs that are linked to production and installation revenue. Production and installation services are supplied by a combination of preferred suppliers and in-house production and installation businesses.

4.6.1.3 Operating Expenses

Key operating expenses include:

Employee benefits expense

Employee benefits expense comprises salaries, sales commissions and related on-costs. Sales staff are entitled to sales commissions which are payable upon the achievement of sales targets.

Other operating expenses

Other operating expenses comprise selling, administrative, finance, IT, marketing and general expenses.



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4.6.1.4 Depreciation and Amortisation

Depreciation relates predominantly to the advertising structures. The advertising structures are depreciated on a straight line basis and the Group has assumed the following useful lives:

• Large format digital panels – 12 years

• Static Panel – 20 years

Depreciation is also included on equipment, buildings and office furniture and equipment.

Amortisation is a non-cash item and relates to the amortisation of site leases. Upon completion of the various acquisitions, certain intangible assets arising from these transactions, in particular site leases, will be recorded on the Group’s statement of financial position at their assessed fair value. The value of these assets are being amortised over the average remaining life of the acquired leases on an entity acquisition basis. The majority of the amortisation expense is considered to be an acquisition-related, non-cash expense that would not have been incurred in the ordinary course of business. Therefore, the Directors consider EBITDA and NPATA to be important measures of the underlying performance of the Group.

4.6.1.5 Working Capital

The Group’s working capital movements are typically in line with trading and affected by a number of factors including:

• Australian agency billings are invoiced at the end of the month. They receive 45 day credit terms from the end of the month they are billed.

• Rent payments are made in accordance with the relevant contract terms. Fixed rent payments are made on a contract by contract basis. Revenue share payments are made generally in the month following the period in which the advertising is displayed.

• Payroll is paid on the 15th of each month for the calendar month.

4.6.1.6 Capital Expenditure

The Group incurs capital expenditure related primarily to the development of new static or digital sites and the conversion of static sites to digital.

Maintenance expenditure is also incurred to routinely repair the sites to ensure the quality of the site is maintained and work, health and safety requirements are met.

4.6.1.7 Seasonality

The Group’s revenue cycle has demonstrated seasonality consistent with the general advertising industry. The peak revenue periods are traditionally September through to December and March. The September to December period coincides with the consumer spending leading up to Christmas. March coincides with the television ratings period, which drives price inflation for television advertising and pushes advertisers to other formats.

4.6.1.8 Taxation

The Group operates in the following jurisdictions with the applicable corporate tax rates

• Australia – 30%

•New Zealand – 28%

• Indonesia – 25%



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4.6.1.9 Foreign Exchange

The Group’s financial information is presented in AUD being the currency of the primary economic environment in which the group operates.

All earnings and net assets across the pro forma historical and pro forma forecast are translated at the following exchange rates:

AUD 1 = IDR 10,130

AUD 1 = NZD 1.087

4.6.2 Pro forma historical consolidated income statements FY2014 compared to year ended FY2013.

Table 18: Pro forma historical consolidated income statements for FY2014 compared to FY2013

June year end ($ million) FY2013 FY2014 Change $ Change %Revenue 34.7 44.1 9.4 27.1%Cost of media sites and production (17.1) (24.8) (7.7) 45.0%

Gross profit 17.6 19.3 1.7 9.7%Gross profit % 51% 44% (7ppt) (13.7%)

Employee benefits expense (8.5) (10.5) (2.0) 23.5%

Sales and marketing expense (0.1) (0.2) (0.1) 100.0%

Other operating expense (4.8) (4.9) (0.1) 2.1%

EBITDA 4.2 3.7 (0.5) (11.9%)EBITDA margin 12% 8% (4ppt) (33.3%)

Depreciation (1.9) (2.0) (0.1) 5.3%

EBITA 2.3 1.7 (0.6) (26.1%)

4.6.2.1 Revenue

Revenue increased by 27% to $44.1m in FY2014 from $34.7m (FY2013 pro forma gross revenue).

This increase was primarily driven by growth in landmark digital and large format static revenue.

• Landmark digital billboards – the Group continued its focus on bringing to market a portfolio of high quality landmark digital sites. Revenue growth was realised through the synergistic packaging of high value sites in all major capital cities. New digital screen development and representation was a focus for the business during the period. Landmark digital revenues increased from $1.7 million to $3.0 million generally as a result of the full year impact of developing a digital landmark site in Melbourne, as well as converting a significant static site in Melbourne to digital.

• Static billboards – the Group’s large format static portfolio continued to grow with sites that the business considered to be of high quality and expected to return positive contribution margins. Growth in static billboard revenue was driven by the securing of exclusive sales agreements and site representations of Outdoor Systems, Media Nest, APEX and Drive By Media, driving revenue growth of 15.1% from $9.5 million to $13.6 million.



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4.6.2.2 Operating expenses

Total operating expenses increased by 32.5% to $40.4m in FY2014 from $30.5m in FY2013, primarily driven by:

• A $7.7 million increase in cost of media sites and production. The introduction of additional sites/billboards (both digital and static) as well as new site representations saw an increase to the rental expenditure recognised in FY2014; and

• A $2.0 million increase in employee benefits expenses. Employee benefits expenditure increased during the period, generally due to the introduction of the Q Media media agency business in FY2014. This business requires relatively high wage, experienced staff and sales people as an identified critical success factor.

4.6.2.3 EBITDA

EBITDA reduced in FY2014 by 11.9% from $4.2m to $3.7m. This overall reduction was due to the planned introduction of the Q Media media agency business in FY2014, which required a significant investment in experienced staff and higher cost of sales owing to new sites being rolled out in the period. The gross margin percentage however reduced due to lower margin from a strategic contract win in FY2014 and move into the higher cost airport segment in Indonesia. This also reduced the EBITDA margin to 8% in FY2014 from 12% in FY2013.

4.6.3 Pro forma historical consolidated cash flows year ended FY2014 compared to FY2013.

Table 19: Pro forma historical consolidated cash flow statements for FY2014 compared to FY2013

June year end ($ million) FY2013 FY2014 Change Change %EBITDA 4.2 3.7 (0.5) (11.9%)Non-cash items in EBITDA 0.2 0.5 0.3 150.0%

Change in working capital (0.2) 0.9 1.1 550.0%

Net free cash flow before capital expenditure 4.2 5.1 0.9 21.4%Acquisition of property, plant and equipment (4.0) (2.3) 1.7 42.5%

Net free cash flow before financing and tax 0.2 2.8 2.6 1,300.0%

Net free cash flow before financing and tax increased in FY2014, driven by working capital.

Change in working capital increased by $1.1m in FY2014 primarily due to lower prepayment balance at 30 June 2014 in PTIM.

Acquisition of site lease assets has contributed to the capital expenditure outflows in both periods.

4.7 Forecast Financial InformationThe Forecast Financial Information has been prepared on the basis of the significant accounting policies adopted by the Group which are in accordance with the Accounting Standards and disclosed in Appendix 2. It is assumed that there will be no changes to Accounting Standards, the Corporations Act or other financial reporting requirements that may have a material effect on the Group’s accounting policies during the forecast period.

The Forecast Financial Information is based on a large number of best estimate assumptions concerning future events as set out below. The Company believes that it has prepared the Forecast Financial Information with due care and attention and considers all assumptions when taken as a whole to be reasonable at the time of preparing this Prospectus, including each of the general assumptions set out in Section 4.7.1 and the specific assumptions set out in Section 4.7.2.



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However, the actual results are likely to vary from the forecast and any variation may be materially positive or negative. The assumptions on which the Forecast Financial Information is based are by their nature subject to significant uncertainties and contingencies, many of which are outside the control of the Company and its Directors, and are not reliably predictable.

Accordingly, none of the Company, its Directors or any other person can give any assurance that the Forecast Financial Information or any prospective statement contained in this Prospectus will be achieved. Events and outcomes might differ in quantum and timing from the assumptions, with a material consequential impact on the Forecast Financial Information.

Investors are advised to review the best estimate assumptions set out in Section 4.7.2 below in conjunction with the description of the basis of preparation of the forecast above, the sensitivity analysis in Section 4.8 and the risk factors set out in Section 5.1. The Report on Directors’ Forecasts and Financial Services Guide are set out in Section 8.

Accordingly, neither the Company and its Directors nor any other person can give any assurance that the forecast or any prospective statement contained in this Prospectus will be achieved. Events and outcomes might differ in quantum and timing from the assumptions, with a material consequential impact on the forecast.

4.7.1 General assumptions

In preparing the Forecast Financial Information, the following general assumptions have been adopted for the forecast period:

• there is no material change to the competitive operating environment in which the Group and any of its subsidiaries historically operates in or is currently forecast to operate in;

• there is no significant deviation from current market expectations of broader economic conditions relevant to the Australian, New Zealand and Indonesian regions;

• there is no material change in the legislative regimes (including taxation) and regulatory environment in the areas in which the Group, its subsidiaries and its key suppliers and customers operate;

• there are no material amendments to any of the Group’s key supplier contracts, in particular any sales agency contracted relationships;

• there are no material or critical supplier losses;

• there is no loss of key management personnel and the Group maintains its ability to recruit and retain required personnel, especially for roles identified in the forecast period;

• no options will be granted under the Employee Share Option Plan;

• there is no change in the Company’s capital structure, other than changes flowing directly from the Offer as set out in, or contemplated by, this Prospectus;

• there are no material acquisitions or disposals or restructuring or investments not contemplated in this Prospectus or the Forecast Financial Information;

• there is no deviation from the dividend policy disclosed at Section 4.9 of this Prospectus;

• the Offer proceeds in accordance with the timetable and terms set out on page 5 of this Prospectus; and

• there is no material change to the underlying performance of the businesses subject to the contingent consideration obligations in the forecast period.



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4.7.2 Directors best estimate and specific assumptions

The forecast Financial Information has had regard to the trading performance of QMS Media and each of the entities acquired prior to and on IPO up until 31 December 2014, including Drive By Media and Octopus Property Pty Ltd which are assumed to be acquired upon exercise of call options held by the Company.

The Forecast Financial Information is based on various best estimate assumptions, of which the key assumptions are set out below. The assumptions below are a summary only and do not represent all factors that will affect the Company’s forecast financial performance. This information is intended to assist investors in assessing the reasonableness and likelihood of the assumptions occurring, and is not intended to be a representation that the assumptions will occur.

In addition the Forecast Financial Information has been prepared in accordance with the general factors set out in Section 4.6.1.

4.7.2.1 Pro forma forecast consolidated income statements FY2015F compared to FY2014

Table 20: Pro forma historical consolidated income statements for FY2015F compared to FY2014

June year end ($ million) FY2014 1HFY2015 FY2015F Change $ Change %Revenue 44.1 29.6 59.4 15.3 34.7%Cost of media sites and production (24.8) (18.5) (36.6) (11.8) 47.6%

Gross profit 19.3 11.1 22.8 3.5 18.1%Gross profit % 44% 38% 38% (6ppt) (13.6%)

Employee benefits expense (10.5) (6.3) (13.5) (3.0) (28.6%)

Sales and marketing expense (0.2) (0.1) (0.6) (0.4) 200.0%

Other operating expense (4.9) (3.0) (5.6) (0.7) 14.3%

EBITDA 3.7 1.7 3.1 (0.6) (16.2%)EBITDA margin 8% 6% 5% (3ppt) (37.5%)

Depreciation (2.0) (1.3) (1.9) 0.1 50%

EBITA 1.7 0.4 1.2 (0.5) (29.4%) 4.7.2.2 Revenue

Revenue is forecast to increase by 34.7% to $59.4m in FY2015 from $44.1m in FY2014. Revenue required to achieve FY2015 forecast of $59.4m is media revenue of $37.1m and production, installation and other revenue of $22.2m. Of the total FY2015 forecast revenue, $29.6 million was achieved in 1H FY2015.

• Landmark digital billboards – the Group continues to increase its portfolio of high quality landmark digital sites to complement the growing static site portfolio. New digital screens are introduced to the portfolio through strategic acquisitions as well as an increase in the development and conversion of existing static sites to a digital platform.

• Static billboards – the Group’s large format static portfolio continues to grow with sites that the business considers to be of high quality. Newly acquired sites in Western Australia as a result of the Paramount Outdoor acquisition reinforce the Australia wide focus and reach.



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• Print production revenue – the Group’s acquisition of production, printing and installation businesses has enabled the group to provide a full service media business offering to their clients, while internally realising margins on all aspects of the advertising process flow from generation of media revenues through to production and installation.

As the Group acquires and develops additional sites it provides opportunities to target larger, national campaigns and advertising spends from multi-national companies seeking an Australia wide focus and reach.

4.7.2.3 Operating expenses

Total operating expenses are forecast to increase 39.2% to $56.3m in FY2015 from $40.4m in FY2014, primarily driven by:

• a $11.8 million increase in cost of media sites and production as a result of the increased number of site/lease acquisitions and representations. Incremental contracted increases are also considered in the forecast rental expenses;

• a $3.0 million increase in employee benefits expense due to the additional overhead required to service the proposed business growth as well as the additional compliance and reporting requirements as a result of the execution of this prospectus;

• a $0.4m increase in sales and marketing expense in order to continue and drive the revenue growth and focus on clients with national advertising campaigns to maximise their exposure across all assets nationwide and overseas; and

• a $0.7 million increase in other operating expense required to support the business growth in both an administrative, compliance and regulatory capacity. These increases consider internal governance, system improvement and standardisation and acquisition integration.

4.7.2.4 EBITDA

EBITDA is expected to reduce by 16.2% to $3.1m in FY2015.

Despite an increase in revenue and gross profit in real dollar terms, this is offset by lower gross margin in percentage terms due to the lower margin in the strategic contract win in FY2014, shift to higher cost airport segment in PTIM, and from Q Media representing a new client in 1H FY 2015 which delivered low margin (relationship with this client now ceased). In addition, EBITDA is impacted by the planned increase in operating expenses required to service the business growth, particularly in employee benefits expense.

EBITDA margin is expected to decrease from 8% in FY2014 to 5% in FY2015 as a result of the above.

4.7.2.5 Depreciation

Depreciation is forecast to reduce in 2H FY2015 as a result of the asset write-downs during 1H FY2015, partially offset by new additions.



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4.7.2.6 Pro forma forecast consolidated cash flow statements FY2015F compared to FY2014

Table 21: Pro forma historical consolidated cash flow statements for FY2015F compared to FY2014

June year end ($ million) FY2014 FY2015F Change Change %EBITDA 3.7 3.1 (0.6) (16.2%)Non-cash items in EBITDA 0.5 0.8 0.3 60%

Change in working capital 0.9 (2.3) (3.2) (355.6%)

Net free cash flow before capital expenditure 5.1 1.6 (3.5) (68.6%)Acquisition of property, plant and equipment (2.3) (6.1) (3.8) 165.2%

Net free cash flow before financing and tax 2.8 (4.5) (7.3) (260.7%)

Net free cash flow before financing and tax is forecast to decrease between FY2014 and FY2015, driven predominantly by the expected decrease in EBITDA, reductions in working capital and higher capital expenditure.

Outflows in relation to acquisitions of PP&E is forecast to increase by $3.8m to $6.1m in FY2015 primarily due to capital development and static to digital conversion of sites during FY2015.

Change in working capital is a cash outflow of $2.3m in FY2015 primarily due to:

• Shortening of creditor days;

• Increases of non media revenues (which ultimately realise longer payment terms).

4.8 Sensitivity analysis The Forecast Financial Information included in Section 4.7 is based on a number of key assumptions which have been outlined above and which are subject to change. The Forecast Financial Information is also subject to a number of risks as outlined in Section 5.

Investors should be aware that future events cannot be predicted with certainty and as a result, deviations from the figures forecast in this Prospectus are to be expected. To assist investors in assessing the impact of these assumptions on the forecasts, the sensitivity of the forecast pro forma NPAT (after minorities) for FY2015 to changes in certain key assumptions is set out below.

The sensitivity analysis is intended to provide a guide only and variations in actual performance could exceed the ranges shown.

FY2015 Sensitivity Variance NPAT effect ($m)Revenue + / – 1% + / – 0.2

Gross margin + / – 1 ppt + / – 0.2

Total operating expenses (excluding cost of sales) + / – 1% + / – 0.1

Care should be taken in interpreting these sensitivities. The estimated impact of changes in each of the variables has been calculated in isolation from changes in other variables, in order to illustrate the likely impact on the forecast. In practice, changes in variables may offset each other or be additive, and it is likely that Management would respond to any adverse change in one variable by seeking to minimise the net effect on the Group’s NPAT.



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4.9 Dividend policyThe Directors intend to target a payout ratio of between 30% and 50% of NPAT, although it is not intended to make a dividend payment in respect of FY2015 or interim dividend for FY2016. The level of payout ratio is expected to vary between periods depending on performance of the business, capital requirements, banking covenants, strategic growth, acquisition or investment opportunities that may arise. Shares issued pursuant to this Prospectus will rank equally with each other.

The Group does not provide any assurance of the future level of dividends or the extent to which they are fully franked. However, as the majority of the Company’s profits are derived in Australia significant franking credits are expected to be generated.

The ability to pay dividends and their franking will depend on a number of factors, many of which are beyond the control of the Company and its Directors.



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RISKS05


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This Section 5 describes some of the risks associated with the Company’s business, and the industry in which it operates, as well as some general risks associated with owning Shares. This section does not list every risk which may be associated with the Company’s business, the industries in which operates, or of an investment in Shares.

The occurrence or consequences of the risks may be outside the control of the Company and its management team, in whole or part.

The risks set out below are considered by the Directors to be relevant to potential investors based on the likelihood of the risk occurring and the potential impact on the Company or the value of the Shares, as known and understood by the Directors as at the date of the Prospectus. Those likelihoods and impacts may change over time, and there is no assurance that these risks will remain relevant or not be supplanted by other risks which may emerge or increase in importance over time.

Before applying for Shares, you should satisfy yourself that you understand these risks and their potential impact on the value of your investment in Shares, so that you can fully consider whether or not the Shares are a suitable investment for you, given your own investment objectives and your particular needs, including your financial and taxation circumstances. If you do not understand these risks, you should obtain professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest in Shares.

5.1 Company specific risksRisks affecting the Company’s operations include:

5.1.1 Competition

The digital outdoor advertising sector in which the Company operates is highly competitive, with a number of outdoor advertising companies choosing to either establish or expand their digital outdoor presence. Competitive demand for digital advertising sites may raise market rents with a resulting adverse effect of the Company’s gross margin.

5.1.2 Growth strategy – digital

The Company is keen to grow its digital outdoor footprint across Australia. There is a risk that acquiring future digital billboard sites will not generate the full benefits anticipated, nor result in the advertising revenues or earnings growth expected. The market for digital billboards has grown strongly but there is no guarantee that growth will continue. As a result, the premium which the Company may be able to charge for a digital billboard may not be able to be maintained resulting in a longer timeframe to recover costs of investment in such boards and sites.

5.1.3 Growth strategy – expansion

The Company’s strategy includes growing by acquiring new sites for development. That acquisition process involves dealing with third party landlords and other aggregators of suitable sites. Obtaining those sites is therefore subject to the actions of third parties outside of the Company’s control. There is no guarantee that the Company will be able to obtain such sites, obtain such sites on conditions and rentals acceptable to the Company, or obtain them in a timely manner. Any delay or failure to secure such sites will limit the Company’s ability to increase its revenues and adversely affect its financial performance.


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5.1.4 Seasonality of revenue

The Company will generally experience fluctuations in its earnings patterns which may result in significant differences quarter to quarter. However, most of the Company’s costs are fixed costs and do not vary depending on revenue. The seasonality of earnings may impact on the Company’s cash flow and cause it to require additional working capital to fund seasonal periods where revenues are lower than anticipated. This additional working capital would have to be sought by the Company at an additional cost, if available at all. As a result, the Company’s ongoing operations and financial position may be adversely affected.

5.1.5 Loss of sites or failure to renew leases

The Company gains access to advertising sites through short, medium and long term contracts or concessions with asset owners, state governments and landlords. Whilst the majority of the Company’s leases are long term leases, there is always the possibility that a site lease will be cancelled, not renewed, or not able to be renewed on terms which are favourable or acceptable to the Company. Lease sites may be subject to redevelopment rights or may become impaired in other ways, such as reduced visibility or cancellation of a head lease. If a lease is cancelled, not renewed or a site becomes impaired, it will reduce the Company’s future revenue and impact negatively on margins.

5.1.6 Reliance on key personnel

The Company’s future success is strongly dependent upon the expertise and experience of its key personnel and senior management. The Company may not be able to retain these staff members in the future, or be able to find equivalent replacements, either at all, or in a timely manner. Loss of key staff members may result in loss of key relationships, resulting in an adverse impact on the Company’s operating and future financial performance.

5.1.7 Relationships with key media agencies and customers

The Company is heavily reliant on its relationships with media agencies to sell the out of home advertising space which it owns and/or manages. Accordingly, the loss of these relationships or a significant change in the media landscape could adversely impact the Company’s ability to generate revenues.

5.1.8 Regulatory risk

The Company’s growth prospects rely significantly on conversion of existing sites to digital sites and the rollout of new sites. That growth requires the Company to satisfy applicable local and State planning, permitting and other regulations to obtain relevant regulatory approvals. Some approvals are also subject to public objection processes and referrals to tribunals for dispute resolution. While the Company has significant experience in obtaining such approvals, there is no guarantee that any conversion or new site will be approved, approved on conditions which are acceptable to the Company, or approved in a timely manner. Any delay or failure to obtain the necessary approvals will limit the Company’s ability to increase its revenues and will adversely affect its financial performance.

5.1.9 Transaction risk

The Company’s business described in this Prospectus will be the result of a number of acquisitions which are described in Section 3.7. While effort has been made to remove all conditions precedent from these transactions apart from those in the control of the Company, there remains a risk that a counterparty will default or delay completion of those transactions. Any default or delay in those transactions may delay the Company’s admission to the ASX and will impact on its ability to meet its financial forecasts.

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5.1.10 Existing use risk

Certain billboard sites were established prior to the passing of regulations governing such sites. As a result, such sites are not formally permitted in the same manner as new sites would be in the same location. In some locations the right to continue to use that location as a billboard site is confirmed by regulation (“existing use rights”) but in others it is not. Any redevelopment of such sites (in any way) is likely to result in the need to obtain a new permit, which may or may not be granted. Further, the application for redevelopment may cause the relevant authority to reconsider and revoke the existing use rights.

5.1.11 Registration risk

Under the IPO Acquisitions, the Company is acquiring a number of leases which have not been registered. While the Company fully intends to rectify this once it takes control of those leases, there remains a residual risk that the Company’s interest under those leases has been impaired by other rights which have been registered in the meantime. Such rights could displace those of the Company resulting the loss of the lease rights which would reduce the Company’s future revenue and impact negatively on margins.

5.1.12 Impairment risk

As a result of IPO Acquisitions described in this Prospectus, a significant proportion of the Company’s assets will consist of goodwill and other intangible assets. The applicable accounting standards require regular assessment of the value of intangible assets. As a result of that assessment, those assets may be considered to be impaired and their value revised downwards. The lower valuation and associated impairment charge could adversely affect the Company’s financial position and profitability.

5.1.13 Integration risk

The Company’s business described in this Prospectus involves an aggregation of a number of previously unrelated businesses. These businesses have not been operated together and the integration of the businesses may take a longer time and be more costly than anticipated. Any delay or additional costs is likely to adversely affect the margins of the Company.

5.1.14 Foreign ownership issues

As part of the QMS APAC Acquisition, the Company is seeking to acquire control of PT INsite Media, an Indonesian company. Due to foreign ownership rules in Indonesia, PTIM is undergoing a restructure. Delays in the restructure may delay the Company’s acquisition of PTIM. Further there is a risk that the restructure may not be approved, in which case the Company will only be able to initially acquire an economic interest rather than a legal interest in PTIM. Even if the restructure is approved, the Company will only be able to obtain a 51% legal interest and a 100% economic interest in PTIM. The arrangements to hold the economic interest in PTIM, while not uncommon, are subject to risks of enforceability. As a result, the Company may not be able to fully secure its interest in PTIM, with the potential adverse impact on revenues and profits of the Company.

5.1.15 Exchange rate risk

The Company has operations in New Zealand and, after the IPO Acquisitions, will also have operations in Indonesia. The Company’s growth strategy also involves considering other opportunities in South East Asia. To the extent the Company’s business is outside of Australia, the Company’s financial performance may be adversely affected by changes in the relevant AUD/foreign currency exchange rates.


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5.1.16 Financing risk

The Company expects to endorse a committed letter of offer from ANZ Bank for banking facilities which it expects to draw down after Completion of the Offer. Maintenance of those facilities is dependent upon the Company meeting the necessary covenants and other conditions under those facilities. Further, the Company may require additional funds for working capital, capital expenditure or acquisitions. There is no guarantee that the Company will be able to maintain its facilities or obtain additional finance when required, or if it can, on favourable or acceptable terms. As a result, the Company’s ongoing operations and financial position may be adversely affected.

5.1.17 Insurance risk

The Company seeks to maintain appropriate insurances for its business given its industry and operations. Insurances need to be renewed on an annual basis and those renewals may result in insurance premiums increasing with an adverse effect on the financial performance of the Company. Alternatively, those insurances may not be available on terms which are economic in light of the risks they protect against, resulting in the Company having to self-insure such risks. If such risks ultimately arise they would have an adverse effect on the financial position and performance of the Company.

5.2 Industry risksIndustry risks associated with industry in which the Company operates include:

5.2.1 Regulation of outdoor advertising

Whilst the outdoor advertising industry is largely self-regulated, there is a possibility that new laws may be introduced at a state, federal or local level which have an adverse impact on the industry. These laws may have an impact on the ability to advertise or continue to lease advertising sites. Whilst the Company’s management team has significant experience working with governmental authorities to ensure that its billboards comply with planning and other requirements, there is no guarantee that future regulations will not adversely affect the operation of the Company’s portfolio of billboards and therefore the Company’s financial performance.

5.2.2 General economic conditions

Changes in the current and future state of the commercial and retail environments, in conjunction with changes in general economic conditions, can impact on the Company. If economic conditions deteriorate, companies which use outdoor advertising to advertise their products may elect to reduce their advertising spend, and as a consequence, no longer advertise on the Company’s billboards. Should there be a prolonged period of weak or negative economic conditions, this may also affect consumer sentiment. The sum of these factors could adversely affect the Company’s financial performance.

5.2.3 Exposure to the advertising industry

The advertising industry’s business model depends on advertisers continuing to spend, and more generally, on advertising spending levels in the overall advertising industry. Depending on market and economic conditions, these could vary significantly. There is no guarantee that current levels of spending will be maintained, or increased, in the future. If they are not, the Company’s financial performance could be adversely affected.

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5.2.4 Changes in technology and impact on consumer and advertiser behaviour

The advertising industry will continue to be affected by changes in technology, with these changes resulting in increasing media options for consumers. If these changes drive advertising away from out of home advertising, it will reduce the Company’s ongoing revenue and impact negatively on margins.

5.3 General risksGeneral risks associated with making an investment in listed securities are described below:

5.3.1 The price of shares may fluctuate

There is an inherent pricing risk associated with any investment in shares on the ASX. Share prices can rise or fall depending on a number of factors including investor sentiment, the economic outlook and prevailing economic conditions, the performance of international stock markets, government policy and changes in regulations. The price of the Shares would be affected accordingly.

5.3.2 The level of trading in shares and associated liquidity may fluctuate

The Company makes no guarantee that there will be an active market in Shares listed on the ASX. At any point in time, the number of buyers and sellers of Shares will vary and this will impact the share price and the stock’s liquidity. Accordingly, the share price may be quite steady or quite volatile. Consequently, the ability to sell Shares, and the price at which they are sold, is not fixed and will depend on prevailing market conditions.

5.3.3 Tax laws may change

Changes to, or different interpretations of, taxation laws may negatively impact the Company’s financial performance and its ability to pay dividends to Shareholders. They may also negatively impact on a Shareholder’s ability to realise their investment in Shares.

5.3.4 Laws and regulations may change

The Company is subject to a number of legal and regulatory requirements. A change to any of these may add costs to the Company’s business and adversely impact the Company’s financial performance and position.

5.3.5 Accounting standards may change

The Company is subject to accounting standards which may change, or be interpreted differently, over time. Any change or new interpretation may cause the financial results of the Company to be adversely affected.

5.3.6 Force majeure

It is possible that events take place domestically or internationally that have an impact on both domestic and global economic conditions. It is possible that these events have flow on effects to the Company and the trading price of Shares. Such events could include an act of terrorism, war and natural occurrences such as earthquakes, fires or floods.


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KEY PEOPLE, INTERESTS& BENEFITS

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6.1 Board of Directors

All Directors bring relevant expertise and skills, including industry and business knowledge, financial management and corporate governance experience.

Bringing over 30 years of international experience in finance, strategy and operations.

Wayne StevensonChairman

Wayne is an experienced financial services executive with extensive finance, strategy and operational expertise across Australasian and international markets. Wayne has been involved in the finance industry for over 30 years, and has gained a wide range of experience, particularly with the ANZ Banking Group.

Wayne has been a director of various Australian and offshore companies for over 20 years, and is currently a non-executive director of OnePath Life Insurance Ltd, OnePath General Insurance Ltd, ANZ Lenders Mortgage Insurance Ltd and Credit Union Australia Limited.

Wayne’s career highlights include:

• Over 15 years as chief financial officer for a number of ANZ’s Australian and International business divisions.

• Leading various international and domestic merger and acquisition activities including due diligence, acquisition and integration.

• Implementation of significant technology projects including core and internet banking and support systems.

• Establishment of greenfield joint venture banking operations in Asia.

Wayne is a chartered accountant and a fellow of the Australian Institute of Company Directors. He holds a Bachelor of Commerce (Accounting) from the University of Canterbury.


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Managed and developed various outdoor advertising businesses in the Asia Pacific region for over 30 years.

Anne ParsonsNon-Executive Director

Anne is a highly regarded advertising and media executive with over 20 years’ experience gained in a wide variety of roles across the globe. She has worked in many media channels and has extensive experience in multi-channel solutions.

Anne’s career highlights include:

• Currently the managing partner of Cherry London, a strategic marketing agency specialising in brand partnerships.

• Previously the chairman of MediaCom Australia (Australia’s second largest media communications agency) and CEO for 6 years.

•Managing director of Zenith Media Melbourne (the largest planning and buying agency in Australia) for 10 years.

• Trained in the full service agency environment of George Patterson.

Studied Journalism and Business Psychology.

Over 20 years’ experience across the globe as a highly regarded advertising and media executive.

Barclay NettlefoldManaging Director & Chief Executive Officer

Barclay is an experienced advertising and media executive with over 30 years’ experience in the Asia Pacific region. Barclay has managed and developed various outdoor advertising businesses spanning Indonesia, Thailand, Malaysia, Vietnam, Philippines, Singapore, China and Myanmar.

Barclay’s career highlights include:

• Co-Founder, with father David Nettlefold, of Nettlefold Advertising (outdoor advertising) which was sold to Hoyts Group.

• Co-Founder of Eye Corp, previously one of Australasia’s leading outdoor advertising companies with assets spanning airports, retail, rail and road.

• Founder of News Outdoor South East Asia, a leading Asia Pacific outdoor advertising company in partnership with News Corp.

• Formed QMS APAC as a joint venture with Qatar Media.

Barclay holds a bachelor’s degree from Monash University, majoring in Accounting and Marketing.



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Corporate finance lawyer with over 10 years’ experience working within the outdoor advertising industry.

David EdmondsDirector of Corporate & Legal

David is a corporate finance lawyer, with significant experience in mergers and acquisitions, project financing and business development in Australia, Indonesia and Thailand. Previously with Minter Ellison and Blake Dawson Waldron (now Ashurst), David has worked in the outdoor advertising industry for over 10 years throughout the Asia Pacific region.

David’s career highlights include:

• Jakarta, Indonesia (1995-2000) with Blake Dawson Waldron and then Minter Ellison affiliated firms

• Established the Thailand office of Minter Ellison Lawyers in Bangkok (2001-2004)

•Regional COO and general counsel for News Outdoor Group for Asia Pacific

• Led commercial strategy and negotiations for QMS APAC M&A team

David holds a Bachelor of Laws and Bachelor of Commerce (Hons) from the University of Melbourne.

Bob Alexander Non-Executive Director

Bob is an experienced senior finance and operations executive who has over 30 years’ experience working in the commercial sector. Bob has worked in global organisations in industries such as media, entertainment, professional services and the print industry. He has considerable experience in mergers and acquisitions, and has successfully led numerous transactions and the integration of acquired businesses.

Bob’s career highlights include:

•Global CFO of Eye Corp Pty Ltd, which operated in the outdoor advertising sector with operations in Asia, UK and North America.

•Global CFO of OPUS Group Limited (an ASX listed company operating in the Asian region, servicing the publishing, government and outdoor media sectors).

• Senior finance and operations experience with major organisations, including Universal Music Publishing in Australia and Europe and Hoyts Entertainment Ltd.

Bob is a Chartered Accountant and has a Bachelor of Commerce degree from the University of New South Wales.

Over 30 years’ experience as a finance and operations executive in various global organisations.



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6.2 Management

Executive Position Experience

Barclay Nettlefold Managing Director/ Chief Executive Officer

See above

David Edmonds Director – Corporate & Legal

See above

Peter Cargin Chief Financial Officer

Peter is a senior financial executive with over 25 years’ experience across a broad range of local and international businesses, including 10 years in the outdoor advertising and related industries. His responsibilities have included finance, business analysis, budgeting and forecasting, acquisition and divestment modelling, treasury, policies and procedures and business systems implementation.

Peter’s achievements include:

•Group Financial Controller – News Outdoor South East Asia, where he was responsible for the investment and divestment financials and treasury.

• CFO for a digital and print production signage company, including responsibility for the functions of IT and HR.

Peter holds a Bachelor of Business and is CPA qualified.

Adam Trevena Chief Commercial Officer

Adam has 16 years’ experience working with major outdoor advertising companies such as NLD, Eye, News Outdoor and QMS APAC. His responsibilities have included sales, marketing, development, operations and finance with on the ground experience in Australia, New Zealand, South East Asia and the Middle East.

Adam’s achievements include:

• Led the sales and marketing strategy and product development for Eye Corp’s airport advertising.

• Secured the Kuala Lumpur Street Furniture Concession and led the design, development and rollout of 2,500 transport shelters across the City.

• Led the tender response for QMS APAC to secure the VicTrack Roadside Billboard Advertising Concession.

Malcolm Pearce Chief Operations Officer

Malcolm is an experienced executive with over 25 years’ experience across a variety of industries, including the last 10 in outdoor advertising. He has commercial, operational, financial and treasury management experience, with previous responsibilities for finance and budgeting, operations and shared services.

Malcolm’s achievements include:

• The management of the integration of the acquisition of Eye Corp into oOh! Media in 2012.

• Commercial Project Manager of the Southern Cross Railway Station in Melbourne Victoria in 2002.

• Corporate Treasurer of North Ltd Mining Pty Ltd, responsible for the project financing of the $US650m first copper/gold mine in Argentina and the corporate financing and hedging activities for the group.

Malcolm holds an MBA and Graduate Diploma in Banking and Finance.



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Executive Position Experience

John O’Neill Head of Sales

John has over 18 years’ experience in outdoor advertising and media sales. John has developed and led a number of very successful sales teams across various outdoor advertising businesses.

John’s achievements include:

• Sales Director of the Eye Corp outdoor advertising business, specialising in Roadside, Airport and Retail out of home advertising.

•Managed the oOh! Media sales team through a significant period of growth over an 8 year period.

Sara Lappage Chief Marketing Officer

With over 20 years’ experience in the media and outdoor advertising industries, Sara has significant knowledge and expertise in developing and marketing successful media brands.

Sara’s achievements include:

•Responsible for the creation, launch and development of the Eye Corp outdoor advertising brand in Australia.

•Responsible for the creation, launch and development of the oOh! Media brand in Australia & New Zealand.

•Managed the brand integration and refresh of the oOh! Media business during and after the integration process with Eye Corp.

Sara holds a Bachelor of Business Marketing from Monash University, Melbourne.

Steve Danaher General Manager – Sales

Steve has over 15 years’ media experience, including 12 years in the outdoor advertising industry.

Steve’s achievements include:

• Commercial Director of the roadside billboard division of oOh! Media, responsible for sales and concession management of all large format assets.

•Management of the sales integration of assets and development of subsequent sales strategy, through the acquisition of Eye Corp by oOh! Media in 2012.

Mark Rowswell General Manager – Development

Mark has over 30 years’ experience in Australia and South East Asia, specialising in outdoor advertising. His knowledge and expertise extends across strategic asset development, risk management, design and development of advertising infrastructure and the source and establishment of global supply chains.

Mark’s achievements include:

•Devised, designed and project managed the manufacture of street furniture assets in Indonesia and Malaysia.

• Led the design and manufacture of new outdoor advertising assets for News Outdoor South East Asia (digital, LED, street furniture, airport media) for their regional network.

•Business Development Director of NLD (Australia/NZ) responsible for all aspects of business development including M&A activity, new media development, strategic planning and liaison with government, regulatory authorities, the private sector and concession grantors.



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6.3 Interests and benefits This Section 6.3 sets out the nature and extent of the interests and fees of certain persons involved in the Offer. Other than as set out below or elsewhere in this Prospectus, no:

•Director or proposed Director of the Company;

• person named in this Prospectus and who has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• promoter of the Company; or

• underwriter to the Offer,

holds at the Prospectus Date, or has held in the two years before the Prospectus Date, an interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or in connection with the Offer; or

• the Offer,

and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given to:

• any such persons for services in connection with the formation or promotion of the Company or the Offer;

• or to any Director or proposed Director to induce them to become, or qualify as, a Director of the Company.

6.3.1 Interests of advisors

The Company has engaged the following professional advisers:

•Baillieu Holst Limited has acted as Lead Manager to the Offer. The Company has paid, or agreed to pay, the Lead Manager the fees described in Section 9.5.1 for these services. The Company has paid the Lead Manager $500,000 for services related to the issue of the convertible notes described in Section 9.5.13;

•Hive Legal Pty Ltd has acted as Australian legal adviser (other than in respect of taxation matters) to the Company in relation to the Offer. The Company has paid, or agreed to pay, approximately $167,500 (excluding disbursements and GST) for these services up until the Prospectus Date. Further amounts may be paid to Hive Legal in accordance with its normal value pricing model, as agreed with the Company. In addition, Hive Legal has acted as legal adviser to the Company in respect of the acquisition of various assets and entities as part of the formation of the Company, including the IPO Acquisitions. The Company has paid, or agreed to pay, approximately $467,100 (excluding disbursements and GST) for these services up until the Prospectus Date. Further amounts may be paid to Hive Legal in accordance with its normal value pricing model, as agreed with the Company;

•KPMG Financial Advisory Services (Australia) Pty Ltd has acted as Investigating Accountants and has prepared the Investigating Accountants’ Report. The Company has paid, or agreed to pay, approximately $1,400,000 (excluding disbursements and GST) for the above services up until the Prospectus Date; and

•Dobbyn + Carafa has acted as tax advisers to the Company in respect of the Offer and has performed work in relation to due diligence enquiries. The Company has paid, or agreed to pay, approximately $260,000 (excluding disbursements and GST) for the above services up until the Prospectus Date. In addition, Dobbyn + Carafa has provided tax and accounting services to the Company in respect of the acquisition of various assets and entities as part of the formation of the Company, including the IPO Acquisitions. The Company has paid, or agreed to pay, approximately $620,000 (excluding disbursements and GST) for these services up until the Prospectus Date. Further amounts may be paid to Dobbyn + Carafa in accordance with its normal time based charges.

These amounts, and other expenses of the Offer, will be paid by the Company (or one of its subsidiaries) out of funds raised under the Offer or available cash. Further information on the use of proceeds and payment of expenses of the Offer is set out in Section 7.1.2.



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6.3.2 Directors’ interests and remuneration

Non-executive Directors’ remunerationUnder the Constitution, any increase of the aggregate of the non-executive Directors’ fees payable by the Company (and its subsidiaries) must not exceed $350,000 without the approval of the Shareholders. Further, under the ASX Listing Rules, the total amount paid to all Directors for their services must not exceed in aggregate in any financial year the amount fixed by the Company’s general meeting.

Under the Constitution, the allocation of those fees amongst non-executive Directors may be resolved by the Directors, unless the Shareholders resolution directs otherwise.

Annual Directors’ fees currently agreed to be paid by the Company are:

• $120,000 to Wayne Stevenson (which includes the fees for being Chairman, and his positions on the Audit & Risk Committee and the Remuneration, Nomination and Corporate Governance Committee);

• $85,000 to Robert Alexander (which includes the fees for being chairperson of the Audit & Risk Committee); and

• $75,000 to Anne Parsons (which includes the fees for her position on the Remuneration, Nomination and Corporate Governance Committee).

Under the Constitution, the remuneration of Directors must not include a commission on, or a percentage of profits or operating revenue. All Directors’ fees exclude superannuation payable in accordance with the relevant legislation (currently 9.5%).

Executive Director’s remunerationUnder the ASX Listing Rules, the remuneration of executive Directors must not include a commission on, or a percentage of profits or operating revenue.

See Section 6.3.3 for the remuneration of executive Directors.

Other informationUnder the Constitution and ASX Listing Rules, Directors may also be reimbursed for travel and other expenses incurred in attending to the Company’s affairs.

Under the Constitution, non-executive Directors may be paid such additional or special remuneration as the Directors decide is appropriate where a Director performs extra work or services which are not in the capacity as a director of the Company or a subsidiary subject to the ASX Listing Rules.

There are no retirement benefit schemes for Directors, other than statutory superannuation contributions.

The composition of the Company’s board committees and summary of its key corporate governance policies are set out in Section 6.4.

Each Director has confirmed to the Company that he or she anticipates being available to perform his or her duties as a non-executive Director or executive Director as the case may be without constraint from other commitments.

The interests of Directors and Management are set out in Sections 6.3.3, 6.3.4 and 6.3.5.



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Directors’ shareholdings and option holdingsDirectors are not required under the Constitution to hold any Shares. Shareholdings of all Directors on completion of the Offer are as follows:

Table 25: Directors’ Shareholdings

Shareholding on completion of the Offer

No. of Shares % ShareholdingEntities associated with Barclay Nettlefold 45,059,2361,2,3 17.9%

Entities associated with David Edmonds 1,375,0003 0.6%

Wayne Stevenson nil nil

Robert Alexander nil nil

Anne Parsons nil nil 1 Wenvale, an entity associated with Barclay Nettlefold, has a relevant interest in 45,059,236 Shares held directly and in 6,950,000 Shares held by various

employee shareholders. The Shares held by the employee shareholders were sold by Wenvale to the employees funded by a limited recourse vendor loan secured by the underlying shares.

2 Wenvale has entered into the Wenvale Buyback Deed (see section 9.5.2) under which is agrees to support warranties given by Nosea as vendor of QMS APAC under the QMS APAC Acquisition. 45,059,236 Shares are the subject of that deed.

3 Shares held by entities associated with Barclay Nettlefold and David Edmonds are subject to voluntary escrow. See Section 7.5 for more details.

The Directors may acquire Shares under the Offer in addition to those referred to above.

No Options are currently on issue and therefore no Options are held by Directors.

Deeds of access, insurance and indemnity for Directors

The Company has entered into deeds of access, insurance and indemnity with each Director which contains rights of access to certain books and records of the Company for a period of 7 years after the Director ceases to hold office. This 7 year period can be extended where certain proceedings or investigations commence before the 7 year period expires.

Pursuant to the Constitution, the Company:

• is required to indemnify all Directors and officers, past and present, against all liabilities allowed under law; and

•may arrange and maintain directors’ and officers’ insurance for its Directors to the extent permitted by law.

Under the deed of access, insurance and indemnity, the Company:

• indemnifies the Directors against all liabilities to another person which may arise from their position as an officer of the Company or its subsidiaries to the extent permitted by law; and

•must obtain directors’ and officers’ insurance during each Director’s period of office and for a period of 7 years (subject to extension in the event of proceedings or investigations commencing) after a Director ceases to hold office.

The Company currently has directors’ and officers’ insurance in place.



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6.3.3 Director transactions

Barclay Nettlefold

Barclay Nettlefold is a director, controller of, substantial shareholder in, and the beneficiary of the following companies and underlying trusts:

•Wenvale Pty Ltd atf the Barclay Nettlefold Family Trust;

•Nosea Pte Ltd (a Singaporean entity);

•Media Puzzle Pte Ltd (a Singaporean entity) (“MPPL”); and

• Titan MG Pty Ltd atf Titan MG Trust (“Titan MG”).

The Company has entered the following transactions involving the above entities:

•Wenvale was the owner of 60% of the shares in Riverview Signage Pty Ltd, the trustee of Riverview Signage Trust and 60% of the units in the Riverview Signage Trust. The Company acquired 100% of the shares in Riverview Signage Pty Ltd and units in the Riverview Signage Trust on 17 March 2015. Wenvale received 16,978,022 Shares as consideration for that interest. The consideration was set on an arm’s length basis by the other shareholder in the transaction.

•MPPL was the owner of 50% of QMS Australia Pty Ltd, which in turn owns 100% of QMS Rail Media Pty Ltd and 50% of The Digital Outdoor Group Pty Ltd. The Company acquired those shares in QMS Aust on 18 March 2015. MPPL received 38,840,659 Shares as consideration for that interest and has subsequently transferred those Shares to Wenvale. The consideration was set on an arm’s length basis by reference to the acquisition price allocated to the remaining 50% of QMS Aust in the QMS APAC Acquisition.

• Nosea is the 20% owner of shares in QMS APAC Limited, which is the trustee of interests in an unincorporated joint venture, which Nosea holds a 20% interest in. QMS APAC Limited is the vendor of the companies under the QMS APAC Acquisition. However under that transaction, Nosea will not receive any consideration from the Company.

• In support of the warranties and indemnities granted in that transaction, Wenvale has agreed to act as warrantor and in support of that role has entered into the Wenvale Buyback Deed (as described in Section 9.5.2) under which the Company can buy back Shares for nominal consideration in satisfaction of any claims agreed or determined in the Company’s favour under the QMS APAC Acquisition.

• Nosea is a named insured party on certain insurance policies of QMS APAC – specifically:

− Industrial Special Risks Liability Policy; and

− Management Liability Insurance.

It is not possible to quantify the value of this benefit and it is the intention that after completion of the QMS APAC Acquisition Nosea will be removed from the policies of the Company.

• Titan MG is the holder of 50% of Titan Media NZ Pty Ltd. The Company owns the other 50% of Titan Media NZ Pty Ltd and has entered into a call option deed to acquire Titan MG’s interest. The option fee was $10 and the purchase price for the shares is $1. The consideration was set on an arm’s length basis by reference to the acquisition of the other 50% of shares in Titan Media NZ Pty Ltd which were acquired from an unrelated third party.

Nosea has provided working capital support to Titan Media NZ Pty Ltd. The current balance of the working capital loan is $325,357. The option may be exercised at any time until 30 June 2016.

• Nosea is the holder of 5% of Titan Media Group Limited. King Victor Limited, a company in which Barclay Nettlefold holds a 1/3rd beneficial interest, holds an additional 16.07% of Titan Media Group Limited. Wenvale has provided a working capital loan of $300,000 to Titan Media Group Limited.

Q Media, one of the companies to be acquired by the Company as part of the acquisition of QMS APAC, has been the exclusive sales agent for all advertising signage of Titan Media Group Limited in consideration of payment of a fixed monthly rental.

Other directors

No other director has any interest in any transaction involving the Company or in any other company which has entered into a transaction with the Company.



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6.3.4 Executive remuneration

Managing Director/Chief Executive OfficerThe Company has entered into an employment contract with Barclay Nettlefold in respect of his employment as Managing Director/Chief Executive Officer. Barclay will be entitled to a total remuneration package of $547,500, including a base salary of $470,000, compulsory superannuation, and car and other allowances.

As a member of the management team, Barclay will be entitled to participate in the Company’s incentive schemes and receive discretionary bonuses and other discretionary benefits. For further details about the Company’s incentive scheme, refer to Section 6.3.5.

Either party may terminate Barclay’s employment contract by giving the other 24 months’ notice. The Company may make a payment in lieu of all or part of the notice period and/or place Barclay on gardening leave. The Company may also terminate Barclay’s employment immediately in certain circumstances, including serious misconduct.

Barclay’s employment contract also includes a restraint and non-solicitation clause applying for 12 months after termination and a trade secrets provision applying for 5 years after termination. Enforceability of such clauses is subject to the usual legal requirements.

Director – Corporate & Legal

The Company has entered into an employment contract with David Edmonds in respect of his employment as Director of Corporate & Legal. David will be entitled to a total remuneration package of $366,825, including a base salary of $260,000 and a directors’ fee of $75,000, compulsory superannuation, and car and other allowances.

As a member of the management team, David will be entitled to participate in the Company’s incentive schemes and receive discretionary bonuses and other discretionary benefits. For further details about the Company’s incentive scheme, refer to Section 6.3.5.

Either party may terminate David’s employment contract by giving the other 12 months’ notice. The Company may make a payment in lieu of all or part of the notice period and/or place David on gardening leave. The Company may also terminate David’s employment immediately in certain circumstances, including serious misconduct.

David’s employment contract also includes a restraint and non-solicitation clause applying for 12 months after termination and a trade secrets provision applying for 5 years after termination. Enforceability of such clauses is subject to the usual legal requirements.

Other key management personnel

The Company’s other key management personnel are employed under individual executive services agreements or individual contractor arrangements. These establish:

• total compensation, which includes for employees, a base salary and superannuation contribution to a fund of the individual’s election, and allowances and for contractors, a daily rate;

• discretionary bonus and other discretionary benefits;

• eligibility to participate in the Company’s incentive scheme. For further details about the Company’s incentive scheme, refer to Section 6.3.5;

• variable notice and termination provisions of up to nine months, including gardening leave;

• restraint, non-solicitation, trade secrets, intellectual property and confidentiality provisions; and

• for employees, leave entitlements as per the National Employment Standard.



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6.3.5 Incentive schemes

Employee Share Option Plan

Directors and management are entitled to participate in the Company’s employee share option plan (See Section 9.3). No Options have been granted to Directors or Management under that plan as at the date of the Prospectus.

Other incentives

As mentioned above, Management employment contracts allow for discretionary bonus and other discretionary benefits to be granted.

Sales team members also participate from time to time in sales incentives.

However at this point in time, the Company has no specific plans for bonus or incentive schemes which are to be made available to Management.

6.4 Corporate governanceThis Section 6.4 explains how the Board will oversee the management of the Company’s business.

The Board is responsible for the overall corporate governance of the Company. The Board monitors the operational and financial position and performance of the Company and oversees its business strategy including approving the strategic goals of the Company and considering and approving an annual business plan.

The Board is committed to maximising performance, generating appropriate levels of Shareholder value and financial return, and sustaining the growth and success of the Company. In conducting the Company’s business with these objectives, the Board seeks to ensure that the Company is properly managed to protect and enhance Shareholder interests, and that the Company, its Directors, officers and personnel operate in an appropriate environment of corporate governance.

The main policies and practices adopted by the Company, which will take effect from Listing, are summarised below. In addition, many governance elements are contained in the Constitution. The Company’s code of conduct outlines how the Company expects Directors and personnel to behave and conduct business in a range of circumstances. In particular, the code requires awareness of, and compliance with, laws and regulations relevant to the Company’s operations.

The ASX Corporate Governance Council has developed and released its ASX Corporate Governance Principles and Recommendations (“ASX Recommendations”) for Australian listed entities in order to promote investor confidence and to assist companies in meeting stakeholder expectations. The recommendations are not prescriptions, but guidelines. However, under ASX Listing Rules, the Company will be required to provide a statement in its annual report disclosing the extent to which it has followed the recommendations in the reporting period. Where the Company does not follow a recommendation, it must identify the recommendation that has not been followed and give reasons for not following it.



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6.4.1 The Board of Directors

The members of the Board and their detailed biographies are set out in Section 6.1.

The Board Charter sets out guidelines and thresholds of materiality for the purpose of determining independence of Directors in accordance with the ASX Recommendations and has adopted a definition of independence that is based on that set out in the ASX Recommendations. The Board reviews the independence of each Director in light of interests disclosed to the Board from time to time.

The Board considers an independent Director to be a non-executive Director who is not a member of the Company’s management and who is free of any business or other relationship which could materially interfere with or reasonably be perceived to interfere with the independent exercise of their judgement.

The Board considers thresholds of materiality for the purpose of determining ‘independence’ on a case-by-case basis, having regard to both quantitative and qualitative principles. Without limiting the Board’s discretion in this regard, the Board has adopted the following guidelines:

• has no substantial holding (being more than 5% ownership) in the Company, and not an officer of, or otherwise associated directly with, a person or entity that has a substantial holding;

•within the last three years, has not been employed in an executive capacity by a Group member;

•within the last three years, has not been a principal of a material professional adviser or a material consultant to a Group member, or an employee materially associated with the service provided;

•within the last three years, has not been a material supplier or customer of a Group member, or an officer of, or otherwise associated directly with, a material supplier or customer;

• has no material contractual relationship with the Company or another Group member, other than as a director; and

• has no close family ties with any person who falls within any of the categories described above.

The Board considers that each of Wayne Stevenson, Robert Alexander and Anne Parsons is free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of the Director’s judgement and is able to fulfil the role of independent Director for the purpose of the ASX Recommendations.

Barclay Nettlefold and David Edmonds are currently considered by the Board not to be independent. Barclay Nettlefold is currently the Chief Executive Officer of the Company and will hold approximately 17.9% of the Shares on Listing (including through associated entities). David Edmonds is employed by the Company in an executive capacity as Director – Corporate & Legal of the Company.

6.4.2 Board Charter

The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out:

• the Board’s composition;

• the Board’s role and responsibilities;

• the relationship and interaction between the Board and management; and

• the authority delegated by the Board to management and Board committees.

The Board’s role is to:

• represent and serve the interests of Shareholders by overseeing and appraising the Company’s strategies, policies and performance;

• provide strategic direction for the Company’s performance objectives and deliver value for Shareholders; and

• set, review and ensure compliance with the Company’s governance framework.



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Matters which are specifically reserved for the Board or its committees include:

• appointment of a chair;

• appointment and removal of the chief executive officer;

• appointment of Directors to fill a vacancy or as an additional Director;

• establishment of Board committees, their membership and delegated authorities;

• approval of dividends;

• approval of major capital expenditure, acquisitions and divestitures in excess of authority levels delegated to management; and

• calling of meetings of Shareholders.

The management function is conducted by, or under the supervision of, the chief executive officer as directed by the Board (and by officers to whom the management function is properly delegated by the chief executive officer). Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. Directors are entitled to request additional information at any time they consider it appropriate.

The Board collectively, and individual Directors, may seek independent professional advice at the Company’s expense, subject to the approval of the Chairman or the Board as a whole.

Performance evaluation

The Company has adopted a performance evaluation process in relation to the Board and its committees. Each year, the Directors will provide feedback in relation to the performance of the Board and its committees against a set of agreed criteria. Each committee of the Board will also be required to provide feedback in terms of a review of its own performance.

Given that the Company has not yet become listed on the ASX, a performance evaluation of the Board, its committees and the senior executives has not yet taken place in accordance with this process.

6.4.3 Board committees

The Board may from time to time establish appropriate committees to assist in the discharge of its responsibilities. The Board has established the Audit & Risk Committee and the Remuneration, Nomination and Corporate Governance Committee.

Other committees may be established by the Board as and when required. Membership of Board committees will be based on the needs of the Company, relevant legislative and other requirements and the skills and experience of individual Directors.

Under the Board Charter, Board committee performance evaluations will occur annually.

Audit & Risk Committee

The functions of the Audit & Risk Committee are to support and advise the Board in fulfilling its responsibilities to shareholders, employees and other stakeholders of the Company by:

• assisting the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control relating to all matters affecting the Company’s financial performance, the internal and external audit process, and the process for monitoring compliance with laws and regulations and the Code of Conduct;

• assisting the Board with the adoption and application of appropriate ethical standards and management of the Company and the conduct of its business;

• assisting the Board in exercising of due care, diligence and skill in relation to risk assessment, risk management strategies and monitoring as well as reviewing the adequacy of the Company’s insurance policies and self-insured risks; and

• reviewing related party transactions.



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Remuneration, Nomination and Corporate Governance Committee

The functions of the Remuneration, Nomination and Corporate Governance Committee are to support and advise the Board in fulfilling its responsibilities to stakeholders in relation to governance and oversight of the Company’s remuneration and nomination and corporate governance policies. The committee will endeavour to ensure that:

• the directors and senior management of the Company are remunerated fairly and appropriately;

• the Company’s remuneration policies and outcomes strike an appropriate balance between the interests of the Company’s shareholders, and rewarding and motivating the Company’s executives and employees in order to secure the long term benefits of their energy and loyalty;

• the human resources policies and practices are consistent with, and complementary to, the strategic direction and objectives of the Company as determined by the Board;

• the composition of the Board and its committees reflects appropriate skills, expertise and diversity;

• proper succession plans for non-executive directors and senior management are in place; and

• the Board implements appropriate corporate governance policies and that Company performance against corporate governance policies is critically reviewed.

6.4.4 Risk management policy

The Board is responsible for overseeing and approving risk management strategy and policies. The Board has delegated to the Audit and Risk Management Committee responsibility for identifying major risk areas and monitoring risk management to provide assurance that major business risks are identified, consistently assessed and appropriately addressed.

That committee will regularly undertake reviews of its risk management procedures to ensure that it complies with its legal obligations, including assisting the chief executive officer or chief financial officer to provide the required declaration under section 295A of the Corporations Act.

In accordance with its charter, the Audit and Risk Management Committee is required to report to the Board in relation to risk management issues and related recommendations.

6.4.5 Diversity policy

The Company has adopted a diversity policy which obligates the Board to set measurable objectives in achieving gender diversity. The Company will ensure effective promotion of diversity in the workplace and will review its policies having regard to the Company’s changing circumstances.

In its annual report, the Company will disclose the measurable objectives for achieving diversity and progress towards achieving them, and will also disclose the proportion of women in the whole organisation, women in senior executive positions and women on the Board.

6.4.6 Continuous disclosure policy

Once listed, the Company will be required to comply with the continuous disclosure requirements of ASX Listing Rules and the Corporations Act. Subject to the exceptions contained in ASX Listing Rules, the Company will be required to disclose to the ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.



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The Company has adopted a policy to take effect from Listing which establishes procedures which are aimed at ensuring that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price-sensitive information. This includes establishment of a committee consisting of the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Company Secretary and the General Counsel (from time to time) to manage the Company’s continuous disclosure obligations in the ordinary course and escalate matters where appropriate to the full Board. Continuous disclosure announcements will be made available on the Company’s website in a timely manner.

6.4.7 Securities trading policy

The Company has adopted a policy to take effect from Listing for dealing in securities which details the prohibited type of conduct in relation to dealings in securities under the Corporations Act and establishes a best practice procedure in relation to dealings in Shares by Directors and employees.

Directors and employees will not be permitted to deal in Shares during “blackout periods” including:

• the period between the end of a quarter and the release of the quarterly report for that quarter (as applicable);

• any period notified by the Company before the release of any other price sensitive information to ASX (including where the Company is considering matters which are subject to ASX Listing Rule 3.1A); or

• any period specified by the Chair prior to the issue of a prospectus.

Outside of these periods, Directors and employees must receive clearance for any proposed dealing in Shares. In all instances, buying or selling Shares is not permitted at any time by any person who possesses price-sensitive information.

6.4.8 Code of conduct

The Board recognises the need to observe the highest standards of corporate governance and business conduct. Accordingly, the Board has adopted a formal code of conduct, to take effect from Listing, to be followed by all personnel and officers.

The key aspects of this code are to:

• act with honesty, integrity and fairness and in the best interests of the Company;

• act in accordance with all applicable laws, regulations, policies and procedures;

• have responsibility and accountability for individuals for reporting and investigating reports of unethical practices;

• prevent bribery and corruption;

•manage conflicts of interest; and

• protect the Company’s resources and property.

6.4.9 Communication with Shareholders

The Board’s aim is to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and that they are informed of all major developments affecting the state of affairs of the Company.

The Company recognises that its interaction with Shareholders goes beyond its strict legal obligations and includes market briefings, annual reports, shareholder meetings, newsletters and other shareholder communications, its website and media releases.

The Company’s website will contain relevant information for Shareholders, including key policies and the terms of reference of its Board committees.

In addition, all announcements made to the ASX will be made available to shareholders on the Company’s website as soon as practicable after disclosure to the market through the ASX.



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DETAILS OF THE OFFER

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7.1 The OfferThis Prospectus relates to an initial public offering of 138.5 million shares in the Company at an Offer Price of $0.65 per Share.

The Offer is expected to raise approximately $90 million from the issue of Shares by the Company. The proceeds from the issue of Shares will be used by the Company as described in Section 7.1.2.

The Shares to be issued in the Offer will represent approximately 55% of the Shares on issue on completion of the Offer.

The Offer is made on the terms, and is subject to the conditions, set out in this Prospectus.

7.1.1 Structure of the Offer

The Offer comprises:

• the Broker Firm Offer, which is only to Australian resident investors who are not Institutional Investors and who have received a firm allocation from their Broker;

• the Institutional Offer, which consists of an invitation to bid for Shares made to Institutional Investors in Australia, and a number of other eligible jurisdictions; and

• No general public offer of Shares will be made under the Offer. The allocation of Shares between the Broker Firm Offer and the Institutional Offer was determined by the Lead Managers in consultation with the Company, having regard to the allocation policy outlined in Section 7.3.2.

The Offer has been fully underwritten by the Lead Manager. A summary of the Underwriting Agreement, including the events which would entitle the Lead Manager to terminate the Underwriting Agreement, is set out in Section 9.5.1.

7.1.2 Purpose of the Offer and use of proceeds

The purpose of the Offer is to fund:

• Acquisition costs;

• Capital expenditure; and

• Costs of the Offer.

Table 26 details the Company’s sources of funding (including the Offer) and the uses of these amounts.

Table 26: Sources and uses of funds

Sources of funds $ million Uses of funds $ millionCash proceeds under the Offer 90 Acquisition costs

QMS APAC – Equity/DebtOctopusDrive By MediaParamountBlue MediaOthers

Capital expenditure

48.912.18.06.02.91.4

7.1Remaining expenses of the Offer 3.6

Total sources 90.0 Total uses 90.0


SECTION 7: DETAILS OF THE OFFER

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7.1.3 Pro Forma Historical Consolidated Balance Sheet

The Company’s Pro Forma Historical Consolidated Balance Sheet following Completion of the Offer, including details of the pro forma adjustments, is set out in Section 4.4.

7.1.4 Indebtedness

The Company’s indebtedness as at 31 December 2014, before and after pro forma for Completion of the Offer, is set out in Section 4.1.

7.1.5 Shareholding structure

The details of the ownership of Shares before and on Completion of the Offer are set out below:

Table 27: Shares held pre and post Offer1

Pre Offer Post Offer

Shares (m) % Shares (m) %Entities associated with Barclay Nettlefold2,3 45.1 48.7% 45.1 17.9%

Mediascape Pty Ltd atf the Mediascape Trust4 31.6 34.1% 31.6 12.6%

Other employees 7.0 7.5% 7.0 2.8%

John O’Neill Pty Ltd atf the O’Neill Pastoral Discretionary Trust5

6.0 6.4% 6.0 2.4%

Other entities 3.1 3.3% 3.1 1.2%

Existing Shareholders 92.6 100.0% 92.6 36.8%

Convertible Note Holders 19.2 7.6%

Vendors under the IPO Acquisitions 1.3 0.5%

New Shareholders under the Offer 138.5 55.0%

Total 251.6 100.0% 1 Details of the Shares subject to voluntary escrow arrangements are set out in Section 7.5.2 Wenvale, an entity associated with Barclay Nettlefold, has a relevant interest in 45,059,236 Shares

held directly and in 6,950,000 Shares held by various employee shareholders. The Shares held by the employee shareholders were sold by Wenvale to the employees funded by a limited recourse vendor loan secured by the underlying shares.

3 Wenvale has entered into the Wenvale Buyback Deed (see section 9.5.2) under which is agrees to support warranties given by Nosea as vendor of QMS APAC under the QMS APAC Acquisition. 45,059,236 Shares are the subject of that deed.

4 Mediascape Pty Ltd has a relevant interest in 31,569,985 Shares held directly and in 5,961,538 Shares held by John O’Neill Pty Ltd. The Shares held by John O’Neill Pty Ltd were sold by Mediascape Pty Ltd to John O’Neill Pty Ltd and funded by a limited recourse vendor loan secured by the underlying shares.

5 John O’Neill Pty Ltd is an entity associated with John O’Neill, a member of the Management .

The Company has no Options on issue at the date of this Prospectus and will have no Options on issue at Completion of the Offer.

7.1.6 Control implications of the Offer

The Directors do not expect any Shareholder to control the Company on Completion of the Offer.



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7.1.7 Working capital

The Directors believe that the Company has sufficient working capital to carry out its stated objectives.

7.2 Broker Firm Offer

7.2.1 Who can apply in the Broker Firm Offer

The Broker Firm Offer is open to persons who have received a firm allocation from their Broker and who have a registered address in Australia. Investors who have been offered a firm allocation by a Broker will be treated as an Applicant under the Broker Firm Offer in respect of that allocation.

Investors should contact their Broker to determine whether they may be allocated Shares under the Broker Firm Offer.

7.2.2 How to apply for Shares under the Broker Firm Offer

Applications for Shares may only be made on an Application Form attached to or accompanying this Prospectus. If you are an investor applying under the Broker Firm Offer, you should complete and lodge your Application Form with the Broker from whom you received your firm allocation. Application Forms must be completed in accordance with the instructions given to you by your Broker and the instructions set out on the reverse of the Application Form.

By making an Application, you declare that you were given access to this Prospectus, together with an Application Form. The Corporations Act prohibits any person from passing an application form to another person unless it is attached to, or accompanied by, a copy of this Prospectus.

Applicants under the Broker Firm Offer should contact their Broker about the minimum and maximum Application Amount. The Company and the Lead Manager reserve the right to aggregate any Applications which they believe may be multiple Applications from the same person. The Company may determine a person to be eligible to participate in the Broker Firm Offer, and may amend or waive the Broker Firm Offer application procedures or requirements, in its discretion in compliance with applicable laws.

Applicants under the Broker Firm Offer must lodge their Application Form and Application Monies with the relevant Broker in accordance with the relevant Broker’s directions in order to receive their firm allocation. Applicants under the Broker Firm Offer must not send their Application Forms to the Share Registry.

The Broker Firm Offer opens at 12.00 pm (Melbourne time) on 10 June 2015 and is expected to close at 5.00 pm (Melbourne time) on 15 June 2015. The Company and the Lead Manager may elect to extend the Offer or any part of it, or accept late Applications either generally or in particular cases. Your Broker may impose an earlier closing date. Applicants are therefore encouraged to submit their Applications as early as possible. Please contact your Broker for instructions.

The Company, the Lead Manager and the Share Registry take no responsibility for any acts or omissions committed by your Broker in connection with your Application.

No brokerage, commission or stamp duty is payable by Applicants on acquisition of Shares under the Offer.

7.2.3 Payment methods

Applicants under the Broker Firm Offer must pay their Application Monies to their Broker in accordance with instructions from their Broker.



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7.2.4 Refund of Application Monies

The Company reserves the right to decline any Application and all Applications in whole or in part, without giving any reason. Applicants under the Broker Firm Offer whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will receive a refund of all or part of their Application Monies, as applicable. Interest will not be paid on any monies refunded.

7.2.5 Allocations under the Broker Firm Offer

The allocation of firm stock to Brokers has been determined by the Lead Manager in consultation with the Company.

Shares which have been allocated to Brokers for allocation to their Australian resident retail clients will be issued to the Applicants who have received a valid allocation of Shares from those Brokers. It will be a matter for the Brokers how they allocate Shares among their retail clients, and they (and not the Company or the Lead Manager) will be responsible for ensuring that retail clients who have received an allocation from them receive the relevant Shares.

7.3 Institutional Offer

7.3.1 Invitations to bid

The Institutional Offer consisted of an invitation to certain Institutional Investors in Australia and a number of other eligible jurisdictions to apply for Shares. The Lead Manager separately advised Institutional Investors of the Application procedures for the Institutional Offer.

7.3.2 Allocation policy under the Institutional Offer

The allocation of Shares between the Institutional Offer and the Broker Firm Offer was determined by the Lead Manager in consultation with the Company. The Lead Manager in consultation with the Company had absolute discretion regarding the basis of allocation of Shares among Institutional Investors.

Participants in the Institutional Offer have been advised of their allocation of Shares, if any, by the Lead Manager. The allocation policy was influenced by the following factors:

• the number of Shares bid for by particular Applicants;

• the timeliness of the bid by particular Applicants;

• the Company’s desire for an informed and active trading market following Listing;

• the Company’s desire to establish a wide spread of institutional Shareholders;

• the overall level of demand under the Broker Firm Offer and the Institutional Offer;

• the size and type of funds under management of particular Applicants;

• the likelihood that particular Applicants will be long term Shareholders; and

• any other factors that the Company and the Lead Manager considered relevant.

7.4 Underwriting arrangementsThe Offer is fully underwritten pursuant to an Underwriting Agreement under which the Lead Manager has been appointed to arrange and manage and act as Lead Manager, bookrunner and underwriter of the Offer. The Lead Manager agrees, subject to certain conditions and termination events, to underwrite Applications for all Shares the subject of the Offer. A summary is set out in Section 9.5.1.



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7.5 Voluntary escrow arrangementsThe Directors do not anticipate that ASX will classify any of the Shares as restricted securities for the purposes of the ASX Listing Rules. As such there will be no ASX-imposed escrow on the Shares.

However, the Shareholders in the table below (“Escrowed Shareholders”) and their controllers have entered into voluntary escrow deeds under which they have undertaken to the Company, amongst other things, not to dispose of any interest in or grant any security over any of the Shares set out below (“Escrowed Shares”), for the relevant period set out in the table.

An Escrowed Shareholder may be released from the escrow provisions (in whole or in part) to enable:

• acceptance of an offer under a takeover bid where at least half of the holders of Shares which are not subject to the escrow have accepted the bid;

• a scheme of arrangement approved under the Corporations Act;

• to participate in an equal access buyback or equal capital reduction/return;

• to provide security to a bona fide third party financial institution who agrees to keep the Shares in escrow; or

• a transfer or dealing required by law.

Table 28: Escrowed Shares

ShareholderShares subject

to escrow% of Shares on

Completion of the OfferPeriod of escrow

Wenvale Pty Ltd atf Barclay Nettlefold Family Trust 45,059,239 17.9 2 years

Mediascape Pty Ltd atf the Mediascape Trust 31,569, 985 12.6 1 year

John O’Neill Pty Ltd atf O’Neill Pastoral Discretionary Trust

5,961,538 2.450 % 1 year 50% 2 years

David Edmonds# 1,375,000 0.650 % 1 year 50% 2 years

Other management 4,606,250 1.850 % 1 year 50% 2 years

Total 88,572,012 35.2 # Includes shares held by David Edmonds and Anne Hutton atf Hutmond Family Trust

The voluntary escrow applies to 88,572,012 Shares, constituting 35.2% of the Shares on issue after Completion of the Offer.

The Company obtains relevant interest in the Escrowed Shares through the voluntary escrow deeds with the Escrowed Shareholders. See section 9.5.15 regarding ASIC relief granted to the Company to enable it to ignore this relevant interest for the purposes of the takeover provisions of the Corporations Act.



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7.6 Restrictions on distributionNo action has been taken to register or qualify this Prospectus, the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia.

This Prospectus does not constitute an offer or invitation to subscribe for Shares in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or issue under this Prospectus.

This Prospectus may not be released or distributed in the United States or elsewhere outside Australia except in accordance with the Institutional Offer.

The Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States except in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act laws and any other applicable securities laws.

Each Applicant in the Broker Firm Offer will be taken to have represented, warranted and agreed as follows:

• it understands that the Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered, sold or resold in the United States, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;

• it is not in the United States;

• it has not and will not send the Prospectus or any other material relating to the Offer to any person in the United States; and

• it will not offer or sell the Shares in the United States or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration under the US Securities Act and in compliance with all applicable laws in the jurisdiction in which Shares are offered and sold.

Each Applicant under the Institutional Offer will be required to make certain representations, warranties and covenants set out in the confirmation of allocation letter distributed to it.

7.7 Discretion regarding the OfferThe Company may withdraw the Offer at any time before the issue of Shares to successful Applicants under the Broker Firm Offer or Institutional Offer. If the Offer, or any part of it, does not proceed, all relevant Application Monies will be refunded (without interest).

The Company and the Lead Manager also reserve the right to extend the Offer or any part of it, accept late Applications or bids either generally or in particular cases, reject any Application or bid, or allocate to any Applicant fewer Shares than the amount applied or bid for.



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7.8 ASX Listing, registers and holding statements, deferred settlement trading

7.8.1 Application to ASX for listing and quotation of Shares

The Company has applied for admission to the official list of ASX and quotation of the Shares on ASX. The Company’s ASX code is expected to be QMS.

If permission is not granted for the official quotation of the Shares on ASX within three months after the date of this Prospectus (or any later date permitted by law), all Application Monies received by the Company will be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.

The Company will be required to comply with ASX Listing Rules, subject to any waivers obtained by the Company from time to time.

ASX takes no responsibility for this Prospectus or the investment to which it relates. The fact that ASX may admit the Company to the official list is not to be taken as an indication of the merits of the Company or the Shares offered for subscription.

7.8.2 CHESS and issuer sponsored holdings

The Company will apply to participate in ASX’s Clearing House Electronic Subregister System (“CHESS”) and will comply with ASX Listing Rules and ASX Settlement Operating Rules. CHESS is an electronic transfer and settlement system for transactions in securities quoted on ASX under which transfers are effected in an electronic form.

When the Shares become approved financial products (as defined in ASX Settlement Operating Rules), holdings will be registered in one of two subregisters, being an electronic CHESS subregister or an issuer sponsored subregister.

The Shares of a successful Applicant who is a participant in CHESS or sponsored by a participant in CHESS will be registered on the CHESS subregister. All other Shares will be registered on the issuer sponsored subregister.

Following Completion of the Offer, Shareholders will be sent a holding statement which sets out the number of Shares that have been allocated to them. This statement will also provide details of a Shareholder’s Holder Identification Number (“HIN”) for CHESS holders or, where applicable, the Securityholder Reference Number (“SRN”) of issuer sponsored holders. Shareholders will subsequently receive statements showing any changes to their Shareholding. Certificates will not be issued.

Shareholders will receive subsequent statements during the first week of the following month if there has been a change to their holding on the register and as otherwise required under ASX Listing Rules and the Corporations Act. Additional statements may be requested at any other time either directly through the Shareholder’s sponsoring broker in the case of a holding on the CHESS subregister or through the Share Registry in the case of a holding on the issuer sponsored subregister. The Company and the Share Registry may charge a fee for these additional issuer sponsored statements.

7.8.3 Deferred settlement trading and selling shares on market

It is expected that ASX will not allow deferred settlement trading of the Shares.

It is the responsibility of each person who trades in Shares to confirm their holding before trading in Shares. If you sell Shares before receiving a holding statement, you do so at your own risk. The Company, the Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, if you sell Shares before receiving your holding statement, even if you obtained details of your holding confirmed from your firm allocation through a Broker.

Shares are expected to commence trading on ASX on a normal settlement basis on or about 6 July 2015.



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7.9 Description of the Shares

7.9.1 Introduction

The rights and liabilities attaching to ownership of Shares arise from a combination of the Constitution, statute, ASX Listing Rules and general law.

A summary of the significant rights attaching to the Shares and a description of other material provisions of the Constitution are set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of Shareholders. This summary assumes the Company is admitted to the official list of ASX.

7.9.2 Voting at a general meeting

At a general meeting of the Company, every Shareholder present in person or by proxy, representative or attorney has one vote on a show of hands and, on a poll, one vote for each Share held.

7.9.3 Meetings of members

Each Shareholder is entitled to receive notice of, and to attend and vote (if the relevant class of shares carries the right to vote) at general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and ASX Listing Rules.

7.9.4 Dividends

The Board may from time to time resolve to pay dividends to Shareholders in accordance with the Corporations Act and fix the amount of the dividend, the time for determining entitlements to the dividend and the timing and method of payment. For further information in respect of the Company’s dividend policy, see Section 4.9.

7.9.5 Transfer of Shares

Subject to the Constitution, Shares may be transferred by a proper transfer effected in accordance with ASX Settlement Operating Rules, by a written instrument of transfer which complies with the Constitution or by any other method permitted by the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules.

The Board may refuse to register a transfer of Shares if permitted to do so under the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules. The Board must refuse to register a transfer of Shares when required by the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules.

7.9.6 Issue of further Shares

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules and any rights and restrictions attached to a class of shares, the Company may issue, or grant options in respect of further shares, including preference shares, on such terms and conditions as the Directors resolve.



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7.9.7 Winding up

If the Company is wound up, then subject to any rights or restrictions attached to a class of shares, the liquidator may, with the sanction of a special resolution, divide among the Shareholders in kind the whole or any part of the surplus property of the Company. For this purpose the liquidator may set such value as the liquidator considers fair on any property to be divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

7.9.8 Unmarketable parcels

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, the Company may sell the Shares of a Shareholder holding less than a marketable parcel of Shares in accordance with the Constitution.

7.9.9 Share buy-backs

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, the Company may buy back shares in itself on terms and at times determined by the Board.

7.9.10 Proportional takeover provisions

The Constitution contains provisions for Shareholder approval to be required in relation to any proportional takeover bid. These provisions will cease to apply unless renewed by resolution of the Shareholders in accordance with the Corporations Act by the third anniversary of the date of the Constitution’s adoption.

7.9.11 Variation of class rights

At present, the Company’s only class of shares on issue is ordinary shares. Subject to the Corporations Act and the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or cancelled:

•with the consent in writing of the holders of three quarters of the issued shares included in that class; or

• by a special resolution passed at a separate meeting of the holders of those shares.

In either case, the holders of not less than 10% of the votes in the class of shares, the rights of which have been varied or cancelled, may apply under the Corporations Act to a court of competent jurisdiction to exercise its discretion to set aside such a variation or cancellation.



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7.9.12 Directors – appointment and removal

Under the Constitution, the Board must consist of at least 3 and no more than 10 Directors.

No Director (except for the Managing Director) may hold office past the third annual general meeting following appointment or for more than three years.

At each annual general meeting of the Company, one-third of the Directors (except for the managing Director), or if their number is not a multiple of three, the number nearest to but not exceeding one-third, shall retire by rotation. They may put themselves forward for re-election.

The Directors may also appoint a Director to fill a casual vacancy on the Board or in addition to the existing Directors, who will then hold office until the next annual general meeting of the Company.

The Shareholder may by resolution in accordance with the Corporations Act remove any Director from office.

7.9.13 Directors – voting

Questions arising at a meeting of the Board will be decided by a majority of votes of the Directors present at the meeting and entitled to vote on the matter. In the case of an equality of votes on a resolution, the chairperson of the meeting does not have a casting vote.

7.9.14 Indemnities

The Company, to the extent permitted by law and subject to the restrictions of the Corporations Act:

• indemnifies each Director against any liability incurred by them as an officer of the Company or its subsidiaries, and legal costs incurred by them in defending an action for a liability;

•may make a payment (whether by way of advance or otherwise) to a Director in respect of legal costs incurred by them in defending an action for a liability; and

•may pay, or agree to pay, a premium for a contract insuring a Director against any liability incurred by them as an officer of the Company or its subsidiaries and legal costs incurred by them in defending an action for a liability.

7.9.15 Amendment

The Constitution can only be amended by special resolution passed by at least three quarters of the votes cast by Shareholders present (in person or by proxy) and entitled to vote on the resolution at a general meeting of the Company.

The Company must give Shareholders at least 28 days’ written notice of a general meeting, subject to shorter notice in accordance with the Corporations Act.



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INVESTIGATING ACCOUNTANT’S REPORT

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KPMG Transaction Services ABN: 43 007 363 215

A division of KPMG Financial Advisory Services (Australia) Pty Ltd Australian Financial Services Licence No. 246901 147 Collins Street Melbourne Vic 3000 GPO Box 2291U Melbourne Vic 3001 Australia

Telephone: +61 3 9288 5555 Facsimile: +61 3 9288 6666 DX: 30824 Melbourne www.kpmg.com.au

ABCD

Introduction KPMG Financial Advisory Services (Australia) Pty Ltd (of which KPMG Transaction Services is a division) (“KPMG Transaction Services”) has been engaged by QMS Media Limited (“QMS Media”), formerly Digital Outdoor Media Limited, to prepare this report for inclusion in the Replacement Prospectus to be dated on or about 10 June 2015 (“the Prospectus”), and to be issued by QMS Media, in respect of the proposed initial public offering (“IPO”) of shares in QMS Media and subsequent listing on the Australian Securities Exchange (“ASX”) (“the Offer”).

Expressions defined in the Prospectus have the same meaning in this report.

Scope

You have requested KPMG Transaction Services perform a limited assurance engagement in relation to the pro forma historical and forecast financial information described below and disclosed in the Prospectus.

The pro forma historical and forecast financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Our limited assurance engagement has not been carried out in accordance with auditing or other standards and practices generally accepted outside of Australia and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

The Directors QMS Media Limited (formerly Digital Outdoor Media Limited) Level 9, 636 St Kilda Road Melbourne VIC 3004

10 June 2015

Dear Directors

Limited Assurance Investigating Accountant’s Report and Financial Services Guide

KPMG Financial Advisory Services (Australia) Pty Ltd is affiliated with KPMG. KPMG is an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


SECTION 8: INVESTIGATING ACCOUNTANT'S REPORT

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QMS Media Limited Limited Assurance Investigating Accountant’s Report and

Financial Services Guide 10 June 2015

Pro Forma Historical Financial Information You have requested KPMG Transaction Services to perform limited assurance procedures in relation to the pro forma historical financial information of QMS Media (the responsible party) included in section 4 of the Prospectus. The pro forma historical financial information has been derived from the historical financial information of QMS Media, after adjusting for the effects of pro forma adjustments described in section 4.2 of the Prospectus. The pro forma financial information consists of QMS Media’s Pro Forma Historical Consolidated Statement of Financial Position as at 31 December 2014, Pro Forma Historical Consolidated Income Statements for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014 and Pro Forma Historical Consolidated Cash Flow Statements for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014 and related notes as set out in sections 4.3, 4.4 and 4.5 of the Prospectus issued by QMS Media (collectively the “Pro Forma Historical Financial Information”). The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in section 4.2 of the Prospectus. Due to its nature, the Pro Forma Historical Financial Information does not represent the company’s actual or prospective financial position, financial performance, and/or cash flows. The Pro Forma Historical Financial Information has been compiled by QMS Media to illustrate the impact of the events or transaction(s) on QMS Media’s financial position as at 31 December 2014 and QMS Media’s financial performance and cash flows for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014. As part of this process, the pro forma historical financial information has been derived from a combination of audited financial statements, financial information sourced from financial records of entities that have been subject to audit for different financial year ends and financial information sourced from financial records of entities that have not been subject to audit, including: • the financial statements of Digital Outdoor Media (Aust) Pty Ltd and the Riverview

Signage Trust where the financial statements were audited by KPMG in accordance with Australian Auditing Standards for the period ended 31 December 2014 and the audit opinions issued to the members of Digital Outdoor Media (Aust) Pty Ltd and the unitholders of the Riverview Signage Trust relating to the respective financial statements were unqualified;

• the financial statements of Omnigraphics Australia Pty Ltd where the special purpose financial statements were audited by another auditor in accordance with Australian Auditing Standards with unqualified audit opinions issued for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014;

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• the financial statements of Paramount Outdoor Pty Ltd where the special purpose financial statements were audited by another auditor in accordance with Australian Auditing Standards with qualified audit opinions issued for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014, in respect of a) no opinion being provided on a portion of the operating expenses where insufficient documentation was provided; b) the fixed assets held in the business not verified; c) no opinion being provided on the recoverability of related party loans or on the related party transactions recorded in the income statements; and d) no opinion being provided in respect to Paramount Outdoor Pty Ltd’s ability to continue as a going concern.;

• the financial information sourced for the pro forma financial periods from financial records of entities that have special purpose financial statements that have been subject to audit by another auditor in accordance with Australian Auditing Standards with unqualified audit opinions issued for different financial year ends namely Standout Media Pty Ltd, QMS Australia Pty Ltd (which consolidated QMS Rail Media Pty Ltd), MMT Land Pty Ltd and MMTB Pty Ltd for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and Q Media Pty Ltd for the financial year ended 31 December 2014;

• the financial information sourced for the pro forma financial periods from financial records of PT INsite Media that has financial statements prepared and presented in accordance with accounting principles generally accepted in Indonesia that have been subject to audit by another auditor in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants;

• the financial information of BMG Australasia Pty Ltd sourced from the financial records of a related entity, Blue Media Pty Ltd, which then sold the assets to BMG Australasia. Special purpose financial statements of Blue Media Pty Ltd were audited by another auditor in accordance with Australian Auditing Standards with an unqualified audit opinion issued for the six month period ended 31 December 2014. Prior periods were unaudited;

• the financial information sourced from unaudited financial records of related entities to Plexity Holdings Pty Ltd, which then sold the assets to Plexity Holdings Pty Ltd; and

• the financial information sourced from unaudited financial records of Ambient Advertising NZ Ltd.

For the purposes of preparing this report we have performed limited assurance procedures in relation to Pro Forma Historical Financial Information in order to state whether, on the basis of the procedures described, anything comes to our attention that would cause us to believe that the Pro Forma Historical Financial Information is not prepared, in all material respects, by the directors in accordance with the stated basis of preparation. As stated in section 4.2 of the Prospectus, the stated basis of preparation is:

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• the extraction of audited historical financial information of Digital Outdoor Media (Australia) Pty Ltd and the Riverview Signage Trust for the period ended 31 December 2014;

• the extraction of audited historical financial information of Omnigraphics Australia Pty Ltd for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014;

• the extraction of financial information of Standout Media Pty Ltd, QMS Australia Pty

Ltd, QMS Rail Media Pty Ltd, MMT Land Pty Ltd, MMTB Pty Ltd, Q Media Pty Ltd, Plexity Holdings Pty Ltd, Paramount Outdoor Pty Ltd, BMG Australasia Pty Ltd, PT Insite Media and Ambient Advertising NZ Ltd for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014 (as applicable); and

• the application of pro forma adjustments, determined in accordance with Australian Accounting Standards and QMS Media’s accounting policies, to the Historical Financial Information of each of the entities in the pro forma QMS Media group to illustrate the effects of the acquisitions occurring before IPO, the proposed acquisitions to occur on IPO and the Offer, described in sections 4.3, 4.4 and 4.5 of the proposed Prospectus.

We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

The procedures we performed were based on our professional judgement and included:

Historical financial information

• consideration of work papers, accounting records and other documents, including those dealing with the extraction of the Historical Financial Information of Digital Outdoor Media (Australia) Pty Ltd and the Riverview Signage Trust for the period ended 31 December 2014;

• consideration of work papers, accounting records and other documents, including those dealing with the extraction of audited financial information of Omnigraphics Australia Pty Ltd for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014;

• consideration of work papers, accounting records and other documents, including those dealing with the extraction of financial information of Standout Media Pty Ltd, QMS Australia Pty Ltd, QMS Rail Media Pty Ltd, MMT Land Pty Ltd, MMTB Pty Ltd, Q Media Pty Ltd, Plexity Holdings Pty Ltd, Paramount Outdoor Pty Ltd, BMG Australasia Pty Ltd, PT Insite Media and Ambient Advertising NZ Ltd for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014 (as applicable);

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Pro forma adjustments:

• consideration of the pro forma adjustments described in the Prospectus;

• enquiry of directors, management, personnel and advisors, including in some cases management, personnel and advisors of entities to be acquired;

• the performance of analytical procedures applied to the Pro Forma Historical Financial Information; and

• a review of accounting policies for consistency of application in the preparation of the pro

forma adjustments. The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, an audit. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed an audit. Accordingly, we do not express an audit opinion about whether the Pro Forma Historical Financial Information is prepared, in all material respects, by the directors in accordance with the stated basis of preparation.

Directors’ Forecast and directors’ best-estimate assumptions You have requested KPMG Transaction Services to perform limited assurance procedures in relation to the:

• Pro Forma Forecast Consolidated Income Statement for the financial year ending 30 June 2015;

• Statutory Forecast Consolidated Income Statement for the financial year ending 30 June 2015;

• Pro Forma Forecast Consolidated Cash Flow Statement for the financial year ending 30 June 2015; and

• Statutory Forecast Consolidated Cash Flow Statement for the financial year ending 30 June 2015,

of QMS Media (the responsible party) as described in sections 4.3 and 4.5 of the Prospectus (the “Directors’ Forecast”). The directors’ best-estimate assumptions underlying the Directors’ Forecast are described in section 4.7 of the Prospectus. As stated in section 4.2 of the Prospectus, the basis of preparation of the Directors’ Forecast is the recognition and measurement principles contained in Australian Accounting Standards and QMS Media’s accounting policies. We have performed limited assurance procedures in relation to the Directors’ Forecast, set out in sections 4.3 and 4.5 of the Prospectus, and the directors’ best-estimate assumptions underlying it in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us to believe that:

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• the directors’ best-estimate assumptions do not provide reasonable grounds for the Directors’ Forecast;

• in all material respects the Directors’ Forecast is not:

− prepared on the basis of the directors’ best-estimate assumptions as described in the Prospectus; and

− presented fairly in accordance with the recognition and measurement principles contained in Australian Accounting Standards and QMS Media’s accounting policies;

• the Directors’ Forecast itself is unreasonable.

We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

Our limited assurance procedures consisted primarily of: • comparison and analytical review procedures;

• discussions with management and directors of QMS Media of the factors considered in

determining their assumptions; and

• examination, on a test basis, of evidence supporting:

− the assumptions and amounts in the Directors’ Forecast; and

− the evaluation of accounting policies used in the Directors’ Forecast.

The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, an audit. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed an audit. Accordingly, we do not express an audit opinion.

Directors’ responsibilities

The directors of QMS Media are responsible for the preparation of:

• the Pro Forma Historical Financial Information, including the selection and determination of the pro forma transactions and/or adjustments made to the historical financial information and included in the Pro Forma Historical Information; and

• the Directors’ Forecast, including the directors’ best-estimate assumptions on which the Directors’ Forecast is based and the sensitivity of the Directors’ Forecast to changes in key assumptions.

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The directors’ responsibility includes establishing and maintaining such internal controls as the directors determine are necessary to enable the preparation of financial information that is free from material misstatement, whether due to fraud or error.

Conclusions

Review statement on the Pro Forma Historical Financial Information Based on our procedures, which are not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information of QMS Media, as set out in sections 4.3, 4.4 and 4.5 of the Prospectus, comprising:

• the Pro Forma Historical Consolidated Statement of Financial Position as at 31 December 2014;

• the Pro Forma Historical Consolidated Income Statements for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014;

• the Pro Forma Historical Consolidated Cash Flow Statements for the financial years ended 30 June 2013 and 30 June 2014 and for the half year ended 31 December 2014,

is not prepared or presented fairly, in all material respects, on the basis of the pro forma transactions and/or adjustments described in sections 4.3, 4.4 and 4.5 of the Prospectus, and in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards, and QMS Media’s accounting policies.

Directors’ Forecast and the directors’ best-estimate assumptions Based on our procedures, which are not an audit, nothing has come to our attention which causes us to believe that: • the directors’ best-estimate assumptions used in the preparation of the Directors’ Forecast

for the financial year ending 30 June 2015 do not provide reasonable grounds for the Directors’ Forecast; and

• in all material respects, the Directors’ Forecast: • is not prepared on the basis of the directors’ best-estimate assumptions as described in

section 4.7 of the Prospectus; and

• is not presented fairly in accordance with the recognition and measurement principles contained in Australian Accounting Standards, and QMS Media’s accounting policies; and

• the Directors’ Forecast itself is unreasonable. The Directors’ Forecast has been prepared by QMS Media management and adopted and disclosed by the directors in order to provide prospective investors with a guide to the potential financial performance of QMS Media for the financial year ending 30 June 2015.

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There is a considerable degree of subjective judgement involved in preparing forecasts since they relate to event(s) and transaction(s) that have not yet occurred and may not occur. Actual results are likely to be different from the Directors’ Forecast since anticipated event(s) or transaction(s) frequently do not occur as expected and the variation may be material. The directors’ best-estimate assumptions on which the Directors’ Forecast is based relate to future event(s) and/or transaction(s) that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of QMS Media. Evidence may be available to support the directors’ best-estimate assumptions on which the Directors’ Forecast is based however such evidence is generally future-oriented and therefore speculative in nature. We are therefore not in a position to express a reasonable assurance conclusion on those best-estimate assumptions, and accordingly, provide a lesser level of assurance on the reasonableness of the directors’ best-estimate assumptions. The limited assurance conclusion expressed in this report has been formed on the above basis. Prospective investors should be aware of the material risks and uncertainties in relation to an investment in QMS Media, which are detailed in the Prospectus, and the inherent uncertainty relating to the Directors’ Forecast. Accordingly, prospective investors should have regard to the investment risks and sensitivities as described in sections 5 and 4.8 of the Prospectus. The sensitivity analysis described in section 4.8 of the Prospectus demonstrates the impact on the Directors’ Forecast of changes in key best-estimate assumptions. We express no opinion as to whether the Directors’ Forecast will be achieved.

We have assumed, and relied on representations from certain members of management of QMS Media, that all material information concerning the prospects and proposed operations of QMS Media has been disclosed to us and that the information provided to us for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

Independence

KPMG Transaction Services does not have any interest in the outcome of the proposed IPO, other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. KPMG is the auditor of QMS Media.

General advice warning

This report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Restriction on use

Without modifying our conclusions, we draw attention to section 4.2.1 of the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a

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result, the financial information may not be suitable for use for another purpose. We disclaim any assumption of responsibility for any reliance on this report, or on the financial information to which it relates, for any purpose other than that for which it was prepared.

KPMG Transaction Services has consented to the inclusion of this Investigating Accountant’s Report in the Prospectus in the form and context in which it is so included, but has not authorised the issue of the Prospectus. Accordingly, KPMG Transaction Services makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Prospectus.

Yours faithfully

Nick Harridge Authorised Representative

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Financial Services Guide

Dated 10 June 2015 What is a Financial Services Guide (FSG)? This FSG is designed to help you to decide whether to use any of the general financial product advice provided by KPMG Financial Advisory Services (Australia) Pty Ltd ABN 43 007 363 215, Australian Financial Services Licence Number 246901 (of which KPMG Transaction Services is a division) (‘KPMG Transaction Services’), and Nick Harridge as an authorised representative of KPMG Transaction Services, authorised representative number 405346 (Authorised Representative). This FSG includes information about:

• KPMG Transaction Services and its Authorised Representative and how they can be contacted

• the services KPMG Transaction Services and its Authorised Representative are authorised to provide

• how KPMG Transaction Services and its Authorised Representative are paid

• any relevant associations or relationships of KPMG Transaction Services and its Authorised Representative

• how complaints are dealt with as well as information about internal and external dispute resolution systems and how you can access them; and

• the compensation arrangements that KPMG Transaction Services has in place.

The distribution of this FSG by the Authorised Representative has been authorised by KPMG Transaction Services. This FSG forms part of an Investigating Accountant’s Report (Report) which has been prepared for inclusion in a disclosure document or, if you are offered a financial product for issue or sale, a Product Disclosure Statement (PDS). The purpose of the disclosure document or PDS is to help you make an informed decision in relation to a financial product. The contents of the disclosure document or PDS, as relevant, will include details such as the risks, benefits and costs of acquiring the particular financial product.

Financial services that KPMG Transaction Services and the Authorised Representative are authorised to provide

KPMG Transaction Services holds an Australian Financial Services Licence, which authorises it to provide, amongst other services, financial product advice for the following classes of financial products:

• deposit and non-cash payment products;

• derivatives;

• foreign exchange contracts;

• government debentures, stocks or bonds;

• interests in managed investments schemes including investor directed portfolio services;

• securities;

• superannuation;

• carbon units;

• Australian carbon credit units; and

• eligible international emissions units,

to retail and wholesale clients. We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of financial products. The Authorised Representative is

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QMS Media Limited Limited Assurance Investigating Accountant’s Report and Financial

Services Guide 10 June 2015

authorised by KPMG Transaction Services to provide financial product advice on KPMG Transaction Services' behalf.

KPMG Transaction Services and the Authorised Representative's responsibility to you

KPMG Transaction Services has been engaged by QMS Media Limited (“QMS Media”), formerly Digital Outdoor Media Limited, to provide general financial product advice in the form of a Report to be included in Prospectus prepared by QMS Media in relation to the initial public offering of shares in QMS Media on the ASX(Offer”).

You have not engaged KPMG Transaction Services or the Authorised Representative directly but have received a copy of the Report because you have been provided with a copy of the Document. Neither KPMG Transaction Services nor the Authorised Representative are acting for any person other than the Client.

KPMG Transaction Services and the Authorised Representative are responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

General Advice

As KPMG Transaction Services has been engaged by the Client, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report.

You should also consider the other parts of the Document before making any decision in relation to the Transaction.

Fees KPMG Transaction Services may receive and remuneration or other benefits received by our representatives

KPMG Transaction Services charges fees for preparing reports. These fees will usually be agreed with, and paid by, the Client. Fees are agreed on either a fixed fee or a time cost basis. In this instance, the Client has agreed to pay KPMG Transaction Services $1.4 million for preparing the Report. KPMG Transaction Services and its officers, representatives, related entities and associates will not

receive any other fee or benefit in connection with the provision of the Report.

KPMG Transaction Services officers and representatives (including the Authorised Representative) receive a salary or a partnership distribution from KPMG’s Australian professional advisory and accounting practice (the KPMG Partnership). KPMG Transaction Services’ representatives (including the Authorised Representative) are eligible for bonuses based on overall productivity. Bonuses and other remuneration and benefits are not provided directly in connection with any engagement for the provision of general financial product advice in the Report.

Further details may be provided on request.

Referrals

Neither KPMG Transaction Services nor the Authorised Representative pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and relationships

Through a variety of corporate and trust structures KPMG Transaction Services is controlled by and operates as part of the KPMG Partnership. KPMG Transaction Services’ directors and Authorised Representatives may be partners in the KPMG Partnership. The Authorised Representative is a partner in the KPMG Partnership. The financial product advice in the Report is provided by KPMG Transaction Services and the Authorised Representative and not by the KPMG Partnership.

From time to time KPMG Transaction Services, the KPMG Partnership and related entities (KPMG entities) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses.

KPMG entities have provided, and continue to provide, audit services to QMS Media for which professional fees are received. Over the past two years professional fees of $40,000 have been received from QMS Media. None of those services have related to the transaction or alternatives to the transaction.

No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor

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QMS Media Limited Limited Assurance Investigating Accountant’s Report and Financial

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of, QMS Media or has other material financial interests in the transaction.

Complaints resolution

Internal complaints resolution process

If you have a complaint, please let either KPMG Transaction Services or the Authorised Representative know. Formal complaints should be sent in writing to The Complaints Officer, KPMG, PO Box H67, Australia Square, Sydney NSW 1213. If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer on 02 9335 7000 and they will assist you in documenting your complaint.

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing.

External complaints resolution process

If KPMG Transaction Services or the Authorised Representative cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Financial Ombudsman Service (FOS). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly at:

Address: Financial Ombudsman Service Limited, GPO Box 3, Melbourne Victoria 3001

Telephone: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected].

The Australian Securities and Investments Commission also has a freecall infoline on 1300 300 630 which you may use to obtain information about your rights.

Compensation arrangements

KPMG Transaction Services has professional indemnity insurance cover as required by the Corporations Act 2001(Cth).

Contact Details

You may contact KPMG Transaction Services or the Authorised Representative using the contact details:

KPMG Transaction Services A division of KPMG Financial Advisory Services (Australia) Pty Ltd 10 Shelley St Sydney NSW 2000 PO Box H67 Australia Square NSW 1213 Telephone: (02) 9335 7000 Facsimile: (02) 9335 7200

Nick Harridge C/O KPMG PO Box H67 Australia Square NSW 1213 Telephone: (02) 9335 7000

Facsimile: (02) 9335 7200

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ADDITIONAL INFORMATION

09


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9.1 RegistrationThe Company was registered in Victoria, Australia on 25 November 2014 as a public company. It changed its name to QMS Media Limited on 20 April 2015.

9.2 Corporate structureFigure 33 shows the key entities in the corporate structure of the Company post-Listing and the IPO Acquisitions:

Figure 33: QMS Media Group – post-Listing structure

Riverview SignageTrust

Digital Outdoor Media(NSW) Pty Ltd

Digital Outdoor Media(QLD) Pty Ltd

Digital Outdoor Media(WA) Pty Ltd

Digital Outdoor Media(Vic) Pty Ltd

QMS NZ HoldingsLimited (New Zealand)

Q MediaPty Ltd

OmnigraphicsAustralia Pty Ltd

Standout MediaPty Ltd

QMS Insite Media PteLtd (Singapore)

Digital Outdoor Media (Aust)Pty Ltd

Ambient AdvertisingNZ Ltd

(New Zealand)

QMS NZ Retail Limited(New Zealand)

Titan Media Group NZ Pty Ltd

MMTBPty Ltd

MMT LandPty Ltd

QMS AustralianHoldings Pty Ltd

QMS Australia Pty Ltd

The Digital OutdoorGroup Pty Ltd

QMS RailMedia Pty Ltd

QMS MediaLimited

PT INsite Media(Indonesia)

Paramount OutdoorPty Ltd

Plexity HoldingsPty Ltd

BMG Australasia Pty Ltd

65%

50%

50%

75%

80%

Note all entities are 100% owned unless otherwise indicatedNote all entities are incorporated in Australian unless otherwise specified

QMS Media Group EntitiesAcquired on IPO


SECTION 9: ADDITIONAL INFORMATION

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Table 29: Subsidiaries and controlled entities

Name of entityCountry of Incorporation

% ownership as at date of this Prospectus

% ownership after completion of the IPO Acquisitions

Digital Outdoor Media (Aust) Pty Ltd Australia 100 100

Riverview Signage Pty Ltd atf Riverview Signage Trust Australia 100 100

Riverview Signage Trust1 Australia 100 100

Digital Outdoor Media (NSW) Pty Ltd Australia 100 100

Digital Outdoor Media (Qld) Pty Ltd Australia 100 100

Digital Outdoor Media (WA) Pty Ltd Australia 100 100

Digital Outdoor Media (Vic) Pty Ltd Australia 100 100

QMS Australia Pty Ltd Australia 50 100

QMS Rail Media Pty Ltd2 Australia 50 100

The Digital Outdoor Group Pty Ltd3 Australia 25 50

QMS NZ Holdings Limited New Zealand 75 75

Ambient Advertising NZ Limited4 New Zealand 75 75

QMS NZ Retail Limited5 New Zealand 75 75

Titan Media Group NZ Pty Ltd6 Australia 50 50

Q Media Pty Ltd Australia 0 100

Omnigraphics Australia Pty Ltd Australia 0 100

Standout Media Pty Ltd Australia 0 100

MMTB Pty Ltd Australia 0 100

MMT Land Pty Ltd Australia 0 100

Paramount Outdoor Pty Ltd Australia 0 100

Plexity Holdings Pty Ltd Australia 0 80

BMG Australasia Pty Ltd Australia 0 65

QMS Insite Media Pte Ltd Singapore 0 100

PT INsite Media Indonesia 0 517

QMS Australian Holdings Pty Ltd Australia 0 100 1 Riverview Signage Trust is a unit trust, all of the units on issue being held by Digital Outdoor Media

(Aust) Pty Ltd

2 QMS Rail Media Pty Ltd is a 100% subsidiary of QMS Australia Pty Ltd

3 The Digital Outdoor Group Pty Ltd is owned 50% by QMS Australia Pty Ltd

4,5 Ambient Advertising NZ Limited and QMS NZ Retail Limited are 100% subsidiaries of QMS NZ Holdings Limited

6 Titan Media Group NZ Pty Ltd is 50% legally owned by QMS NZ Holdings Limited which also has an option over the remaining 50% of that company as described in Section 6.3.3.

7 PT INsite Media will be 51% legally owned by QMS Insite Media Pte Ltd which also has control over the remaining 49% economic interest in PT INsite Media

9.3 Company tax statusThe Company will be subject to tax at the Australian corporate tax rate while each of its foreign subsidiaries will be subject to applicable local corporate tax rates.



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9.4 Employee share option planThe Company has adopted an Employee Incentive Plan which allows it to issue Options, or such other approved securities convertible into Shares to eligible persons (including directors subject to compliance with the ASX Listing Rules) as the Board approves from time to time.

The plan securities may be issued subject to such exercise and vesting conditions as the Board approves at the time of grant. The plan securities lapse on a change in control of the Company or seven years after grant. They also lapse on cessation of employment, unless the Board determines that the leaver falls into an involuntary leaver category, in which case the plan securities vest and the holder has 180 days to exercise them.

The plan securities adjust for Company reorganisation but cannot participate in a rights or similar issue unless exercised prior to the relevant record date.

On a change of control of the Company, all plan securities vest and exercise conditions are waived to allow holders to exercise prior, and subject to, the relevant change of control.

The Board currently has no plans to issue any plan securities but will continue to evaluate the opportunity to do so from time to time in the context of considering remuneration of eligible employees.

9.5 Material contractsThe Directors consider that there are a number of contracts which are significant or material to the Company or of such a nature that an investor may wish to have details of them when making an assessment of whether to apply for Shares. The main provisions of these contracts are summarised below, or elsewhere in this Prospectus. These summaries do not purport to be complete and are qualified by the text of the contracts themselves.

9.5.1 Underwriting Agreement

The Offer is underwritten by the Lead Manager pursuant to an underwriting agreement dated 25 May 2015 between the Company and the Lead Manager (Underwriting Agreement). Under the Underwriting Agreement, the Lead Manager has agreed to arrange, manage and underwrite the Offer.

Commission, fees and expenses

The Company has agreed to pay the Lead Manager an underwriting, selling and management fee of 4% of the funds raised under the Offer. The fees will become payable on Completion of the Offer.

The Lead Manager is required to pay any broker firm fees due to any co-managers, co-lead managers and brokers appointed by them.

In addition, the Company has agreed to reimburse the Lead Manager for reasonable costs and expenses in respect of the Offer.



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Termination events

The Lead Manager may terminate the Underwriting Agreement at any time before Completion of the Offer if any of the following events occur:

• (compliance with law) any of the offer documents (including this Prospectus) or any aspect of the Offer does not comply with the Corporations Act, the ASX Listing Rules or any other applicable law or regulation;

• (disclosures) a statement in any of the offer documents or information is or becomes misleading or deceptive or is likely to mislead or deceive, or a matter required to be included is omitted from an offer document (including, without limitation, having regard to the provisions of Part 6D.2 of the Corporations Act;

• (Supplementary Prospectus) the Company issues or, in the reasonable opinion of the Lead Manager, is required to issue, a supplementary prospectus to comply with section 719 of the Corporations Act, or lodges a supplementary prospectus which has not been approved by the Lead Manager;

• (market fall) at any time either the S&P/ASX 200 Index falls to a level that is 90% or less of the level as at the close of trading on the day immediately prior to the date of the agreement and is at or below that 90% level at the close of trading for 2 consecutive business days or on the business day immediately prior to the Completion of the Offer, whichever is shorter;

• (forecasts) there ceases to be, reasonable grounds, in the reasonable opinion of the Lead Manager, for any statement or estimate in the offer documents which relate to a future matter or any statement or estimate in the offer documents which relate to a future matter is, in the reasonable opinion of the Lead Manager, unlikely to be met in the projected timeframe (including in each case financial forecasts);

• (fraud) any member of the Group or any of their directors or officers (as those terms are defined in the Corporations Act) engage, or have engaged since the date of the agreement, in any fraudulent conduct or activity whether or not in connection with the Offer;

• (listing and quotation) approval is refused or not granted, or approval is granted subject to conditions other than customary conditions, to admission and quotation, or subsequently withdrawn, qualified (other than by customary conditions) or withheld:

• (notifications) any of the following notifications are made in respect of the Offer:

− ASIC issues an order (including an interim order) or holds a hearing under section 739 of the Corporations Act;

− an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer or an offer document or ASIC commences any investigation or hearing under Part 3 of the ASIC Act in relation to the Offer or an offer document;

− any person who has previously consented to the inclusion of its name in any offer document withdraws that consent; or

− any person gives a notice under section 730 of the Corporations Act in relation to any offer document;

• (certificate) the Company does not provide a closing certificate as and when required by this agreement or a statement in any closing certificate is false, misleading, inaccurate or untrue or incorrect;

• (withdrawal) the Company withdraws an offer document or the Offer;

• (insolvency events) any member of the Group becomes insolvent, or there is an act or omission which is likely to result in a member of the Group becoming insolvent;

• (unable to issue Offer Shares) the Company is prevented from allotting and issuing the Shares within the time required by the timetable, the offer documents, the ASX Listing Rules, by applicable laws, an order of a court of competent jurisdiction or a governmental authority;

• (change to Company) without the prior written consent of the Lead Manager:

− the Company alters the issued capital of the Company; or

− any member of the Group disposes or attempts to dispose of a substantial part of the business or property of the Group;

• (regulatory approvals) if a regulatory body withdraws, revokes or amends any regulatory approvals required for the Company to perform its obligations under this agreement or to carry out the transactions contemplated by the offer documents;



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• (charges) any Group member charges, or agrees to charge, the whole or a substantial part of the business or property of the Company or the Group other than as agreed with the Lead Manager in writing; or

• (force majeure) there is an event or occurrence, including any statute, order, rule, regulation, directive or request (including one compliance with which is in accordance with the general practice of persons to whom the directive or request is addressed) of any Governmental Agency which makes it illegal for the Lead Manager to satisfy an obligation under this document, or to market, promote or settle the Offer.

• (material escrow deeds) either of the voluntary escrow deeds with Wenvale or Mediascape Pty Ltd (as described in Section 7.5) are withdrawn, varied, terminated, rescinded, altered or amended, breached or failed to be complied with; or

• (timetable) an event specified in the timetable is delayed by more than 2 business days (other than any unreasonable delay caused solely by the Lead Manager or an delay agreed between the Company and the Lead Manager).

Termination events subject to materiality

The Lead Manager may terminate the Underwriting Agreement at any time before Completion of the Offer if any of the following events occur and the Lead Manager has reasonable grounds to believe it will have a material adverse effect on the Offer or will or is likely to cause the Lead Manager to breach any law:

• (disclosures in the Due Diligence Report) the due diligence reports or verification material or any other information supplied by or on behalf of the Company to the Lead Manager in relation to the the Offer is, or becomes, false or misleading or deceptive, including by way of omission;

• (adverse change) any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Group, including any adverse change from those respectively disclosed in any offer document or information;

• (hostilities) hostilities not presently existing commence (whether war has been declared or not) or an escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States, Canada, Japan, the United Kingdom, the People’s Republic of China, South Korea, Israel, Singapore or any member state of the European Union, or a major terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries;

• (change of law) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia, New Zealand, the United States, the United Kingdom, Japan, Hong Kong, Singapore, Switzerland or any member state of the European Union or any State or Territory of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State authority, including ASIC adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of this agreement);

• (breach of laws) there is a contravention by the Group of the Corporations Act, the Competition and Consumer Act 2010 (Cth), the ASIC Act, its constitution, or any of the ASX Listing Rules;

• (change in management) a change in management or the board of directors of the Company occurs;

• (prosecution) any of the following occur:

− a director of a member of the Group is charged with an indictable offence;

− any governmental agency commences any public action against a member of the Group or any of their directors in their capacity as a director, or announces that it intends to take action; or

− any director of a member of the Group is disqualified from managing a corporation under Part 2D.6;

• (representations and warranties) a representation, warranty, undertaking or obligation contained in this agreement on the part of the Company (whether severally or jointly) is breached, becomes not true or correct or is not performed;

• (breach) the Company defaults under this agreement;

• (constitution) the Company varies any term of its constitution without the prior written consent of the Lead Manager;



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• (legal proceedings) any of the following occurs:

− the commencement of legal proceedings against any member of the Group or against any director or officer of a member of the Group; or

− any regulatory body commences any enquiry or public action against any member of the Group;

• (information supplied) any information supplied (including any information supplied prior to the date of this agreement) by or on behalf of the Company to the Lead Manager in respect of the Offer or the Group is, or is found to be, false or misleading or deceptive, or likely to mislead or deceive;

• (disruption in financial markets) any of the following occurs:

− a general moratorium on commercial banking activities in Australia, New Zealand, Japan, Singapore, Hong Kong, the United Kingdom, the United States, the People’s Republic of China or a member state of the European Union is declared by the relevant central banking authority in those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries;

− any adverse effect on the financial markets in Australia, New Zealand, Japan, Singapore, Hong Kong, the United Kingdom, the United States, the People’s Republic of China or a member state of the European Union, or in foreign exchange rates or any development involving a prospective change in political, financial or economic conditions in any of those countries; or

− trading in all securities quoted or listed on ASX, the New Zealand Exchange, New York Stock Exchange, London Stock Exchange, Hong Kong Stock Exchange or the Tokyo Stock Exchange is suspended or limited in a material respect for 1 day (or a substantial part of 1 day) on which that exchange is open for trading.

• (material contracts) in any of the obligations of the relevant parties under any of contract which is material to the business of the Group are not capable of being performed in accordance with their terms (in the reasonable opinion of the Lead Manager) or if all or any part of a such contract:

(i) is altered, amended or varied without the consent of the Lead Manager (acting reasonably) or is terminated, withdrawn, rescinded, avoided or repudiated;

(ii) is breached, or there is a failure by a party to comply, in respect that the Lead Manager believes may be expected to have a material adverse effect on the Offer or outcome of the Offer;

(iii) cease to have effect, otherwise than in accordance with its terms; or

(iv) is or becomes void, voidable, illegal, invalid or unenforecable other than by reason only of a party waiving any of its rights) or capable of being terminated, withdrawn, rescinded, avoided or withdrawn or of limited force and affect, or its performance is or becomes illegal; or

• (escrow deeds) a voluntary escrow deed as described in section 7.5 is withdrawn, varied, terminated, rescinded, altered or amended, breached or failed to be complied with.



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Conditions, warranties, undertakings and other terms

The Underwriting Agreement contains certain standard representations, warranties and undertakings by the Company to the Lead Manager as well as usual conditions precedent including: entry into escrow deeds and material contracts, delivery of due diligence reports, and regulatory approvals.

The representations and warranties given by the company relate to, amongst other things, capacity and status, compliance with laws in respect of the Offer and distribution of the Prospectus, continued due diligence, solvency, issue of the Shares under the Offer, no breaches of laws and regulations, no material litigation or investigation, no breaches of material contracts and maintaining insurance.

The Company’s undertakings to the Lead Manager include not allotting or agreeing to allot Shares (or securities convertible into Shares) or changing the capital structure of the Company for 180 days after the Completion of the Offer without the consent of the Lead Manager, carrying on its business in the ordinary course and not varying any material contract for 180 days after the Completion of the Offer, and not breaching any law.

Indemnity

Subject to certain exclusions relating to, amongst other things, fraud, wilful default or gross negligence of the Lead Manager and its affiliates, the Company agrees to keep the Lead Manager and its affiliates indemnified from losses suffered in connection with the Offer.

9.5.2 QMS APAC Acquisition Agreements

DOMA has entered into a suite of agreements dated 24 April 2015 under which it will purchase the shares held by QMS APAC Ltd (as trustee for QMS Asia Pacific Outdoor Ltd and Nosea Pte Ltd) in companies which operate out of home media ownership and operations businesses together with associated businesses including print and production facilities in Australia. The vendors’ obligations are supported by warranty and indemnity insurance and a secured guarantee provided by Wenvale in favour of DOMA.

The interests which are the subject of the agreements are:

• all of the shares in Q Media, MMTL Pty Ltd, MMTB Pty Ltd, StandOut Media Pty Ltd and QMS Australian Holdings Pty Ltd;

• 65% of the shares in Omnigraphics Australia Pty Ltd;

• all of the shares in QMS Insite Media Pte Ltd (a company incorporated in Singapore) which controls PT Insite Media; and

• 50% of the shares in QMS Aust, which owns 100% of QMS Rail and 50% of Digital Outdoor Group Pty Ltd.

The aggregate purchase price for the shares being acquired is $47,500,000 inclusive of intra group debt adjustments. The purchase price will be paid to the vendors at completion, unless the Indonesian Completion is delayed, in which case $6,000,000 will be placed in escrow pending release to the vendors on Indonesian Completion which must be before 31 December 2015.

The transaction is conditional on Completion of the Offer and the warranty and indemnity insurance policy (described below) remaining in place.

The vendors have the usual obligations to maintain the business prior to completion and to ensure that no actions are taken that would adversely affect any material aspect of the affairs or financial standing the QMS APAC Group Companies.

The vendors have provided the usual business warranties, which are subject to the usual limitations, as well as a tax indemnity. The warranties address matters such as capacity, status, title, solvency, accounts, debt, business commitments, employees, tax, litigation, compliance with laws, IP/IT, insurances, real property issues and provision of information.



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Claims on the warranties must be made within 2 years of completion, except for claims on tax warranties and the tax indemnity which have a 6 year time limit. Claims are limited to the purchase price.

To assist in satisfying any warranty and indemnity claims under the agreement, DOMA has obtained a warranty and indemnity insurance policy. This is capped at $11,750,000 with an excess of $250,000 and is subject to usual operation of such policies. To the extent that the insurance policy does not respond, DOMA has the right to pursue Wenvale under its guarantee, and if required exercise its rights under the Wennvale Buyback Deed.

Wenvale Buyback Deed

As a completion obligation under the QMS APAC Acquisition, Wenvale is required to enter into a deed with the Company under which the Company may require Wenvale to sell, and the Company to buy back Shares owned by Wenvale for $1 in order to satisfy any claims under the QMS APAC Acquisition agreements settled or determined in favour of DOMA.

9.5.3 Paramount Acquisition Agreements

Paramount Outdoor Acquisition Agreement

DOMWA has entered into a share sale agreement with the owners of all of the issued capital in Paramount dated 21 April 2015 under which DOMWA will acquire all of the shares in Paramount for $9,500,000.

The purchase price is payable as follows:

• a deposit of $1,200,000 which has already been paid;

• a payment of $6,000,000 on completion;

• a second tranche of $1,150,000 payable on the first anniversary of completion; and

• a third tranche of $1,150,000 payable on the second anniversary of completion.

At completion the vendors are obliged to procure repayment of all debts owed by the vendors and their associates to Paramount, and also procure the company has repaid all third party debt.

The vendors have the usual obligations to maintain the business and assets prior to completion and to allow DOMWA access to the business and records.

The vendors have provided business warranties, subject to the usual limitations, as well as certain indemnities addressing items arising from due diligence and tax. The warranties address matters such as capacity, status, title, solvency, accounts, business commitments, tax, litigation, compliance with laws, real property issues and provision of information. Claims on the warranties must be made within 2 years of completion, except for claims on tax and title warranties and the tax indemnity which have a 6 year time limit. Claims are limited to the purchase price and may be offset against the second and third tranches of the purchase price.

The vendors and their associates have agreed to a non-compete covenant for up to two years in the usual form.

Completion of the sale and purchase is subject to Completion of the Offer, the obtaining of necessary change of control consents, no material adverse change and no material breach, all of which may be waived by DOMWA in its discretion. The sunset date on the conditions precedent is 30 June 2015 or such later date as agreed by the parties.



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Vail Media Option Deed

DOMWA has also entered into a put and call option deed relating to shares in Vail Media Pty Ltd ACN 167 195 548 dated 28 April 2015 under which DOMWA is granted a call option to acquire all of the shares in Vail and the vendor is granted a corresponding put option. The controller of the vendor has provided a guarantee and indemnity in favour of DOMWA in respect of the vendor’s obligations under the deed.

The option may be exercised between 1 January 2017 and 31 December 2017, subject to (i) completion of the acquisition of Paramount, (ii) the obtaining of necessary change of control consents, and (iii) no material breach, all of which may be waived by DOMWA in its discretion.

The purchase price for the shares under the option is calculated according to a formula linked to the financial results of Vail for the period between 1 January 2016 and 31 December 2016. The purchase price is payable in three tranches, the first tranche of 75% of the purchase price being due on completion and then 12.5% of the purchase price being due on each of the subsequent two anniversaries of completion. The vendor may also elect to receive part of the purchase price in shares of the Company.

At completion the vendors are obliged to procure repayment of all debts owed by the vendors and their associates to Vail, and also procure Vail has repaid all third party debt.

The vendor has the obligations to develop the business and assets as agreed with the Company prior to completion and to allow DOMWA access to the business and records.

The vendor has provided the business warranties, subject to the usual limitations, as well as certain indemnities addressing items arising from due diligence and a tax indemnity. The warranties address matters such as capacity, status, title, solvency, accounts, business commitments, tax, litigation, compliance with laws, real property issues and provision of information. Claims on the warranties must be made within 3 years of completion, except for claims on tax and title warranties and the tax indemnity which have a 6 year time limit. Claims are limited to the purchase price and may be offset against the second and third tranches of the purchase price.

9.5.4 Octopus Acquisition Agreements

On 8 April 2015, DOMV entered into a suite of documents to acquire Plexity.

Plexity Acquisition Agreement

DOMV entered into a share purchase agreement under which the vendors agree to sell 80% of the share capital in Plexity to DOMV. The agreement is conditional on the Completion of the Offer and the completion of a corporate restructure, the effect of which is that all leases and licences on which is that all leases and licences on which the advertising signage is located will be consolidated under Plexity.

The purchase price for the 80% interest is $10,000,000 (a deposit of $1,000,000 already having been paid) plus further amounts up to $1,600,000 which are payable in tranches if the vendors deliver certain improvements before 30 June 2016. The vendors also agree to support the rental payments due on one site leased by Plexity by paying an amount of $417,460 over the remaining lifetime of the lease.

The vendors have the usual obligations to maintain the business and assets prior to completion.

The vendors have provided business warranties, subject to the usual limitations, as well as a tax indemnity and an indemnity in respect of the restructure which created Plexity. The warranties address matters such as capacity, status, title, solvency, accounts, business commitments, tax, litigation, compliance with laws, insurances, real property issues and provision of information.

Claims on the warranties must be made within 18 months of completion, except for claims on tax warranties which have a 6 year time limit. Claims are limited to the purchase price.



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Plexity Option Deed

The parties have also entered into a put and call option deed in respect of the remaining 20% interest in Plexity which can be exercised by DOMV at any time before 30 June 2016, or by the vendors at any time between 1 July 2016 and 30 September 2016. The purchase price for the remaining shares is $2,500,000. Further amounts of up to $400,000 are payable if the improvements referred to under the Plexity acquisition agreement are achieved.

If the option is exercised, DOMV will also have to fund Plexity to repay any shareholder loans from the vendors to the Company (currently zero).

Octopus Property Option Deed

DOMV has also entered into a call option deed in respect of the acquisition of all of the shares in Octopus Property Pty Ltd ACN 132 552 035. This entity is the holder of a specific site which requires variations and extensions to the underlying access agreement as conditions precedent to the acquisition by DOMV. The conditions must be satisfied by 31 December 2015 or the option lapses. If those conditions are satisfied to DOMV’s satisfaction, it may exercise the option by the earlier of 60 days of the satisfaction of the conditions and 31 December 2015 to acquire the shares.

The purchase price for those shares is $1,500,000.

The vendors have the usual obligations to maintain the business and assets prior to completion.

The vendors have provided business warranties, subject to the usual limitations, as well as a tax indemnity. The warranties address matters such as capacity, status, title, solvency, accounts, business commitments, tax, litigation, compliance with laws, insurances, real property issues and provision of information.

Claims on the warranties must be made within 18 months of completion, except for claims on tax warranties which have a 6 year time limit. Claims are limited to the purchase price.

Guarantee and Indemnity

The Company has also provided a parent company guarantee and indemnity in favour of the various vendors in respect of DOMV’s obligation to pay the purchase prices under the share purchase agreement and option deeds noted above.



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9.5.5 Drive By Media Acquisition Agreements

Drive By Media Main Option Deed/Asset Acquisition Agreement

DOMV has entered into an option deed for the acquisition of certain out of home advertising sites and associated assets in Victoria, being 8 sites/11 faces currently operated under the Drive By Media name. DOMV has paid an option fee of $1,250,000 plus GST to be granted a call option over those assets.

The option is conditional on receipt of consents to the transfer of the site access agreements from landlords and release of any encumbrances. If the conditions are not met or waived by 15 July 2015 (or such later agreed date), the option deed may be terminated and the option fee must be refunded.

DOMV may exercise its call option within 4 months of the later of the satisfaction of the conditions and 1 July 2015.

On the exercise of the option, the parties must enter into an agreed asset sale agreement.

Under the asset sale agreement, the vendors have the usual obligations to maintain the business and assets prior to completion.

At completion, DOMV must pay $7,626,000 (plus GST) for the assets being acquired, subject to adjustments for periodical outgoings, deposits and accruals.

The vendors have provided warranties, subject to the usual limitations. The warranties address matters such as capacity, status, title, solvency, litigation, compliance with laws, real property issues, insurance and provision of information.

Claims on the warranties must be made within 1 year of completion. Claims are limited to the purchase price.

Drive By Media South Yarra Option Deed/Asset Acquisition Agreement

DOMV has entered into an option deed for the acquisition of certain out of home advertising sites and associated assets in South Yarra, Victoria being 2 sites/2 faces currently operated under the Drive By Media name. The vendor has granted a call option over those assets and a corresponding put option has been granted by DOMV to the vendor.

Exercise of the option is subject to certain rectification conditions being satisfied, along with consents to the transfer of the site access agreements from landlords and release of any encumbrances. If the conditions are not met or waived by 30 September 2015, the option deed may be terminated.

DOMV may exercise its call option by the later of 5 business days after the satisfaction of the conditions and 30 September 2015. If the call option is not exercised in that period, then the vendor has 20 business days during which it may exercise its put option.

On the exercise of the option, the parties must enter into an agreed asset sale agreement.

DOMV has paid an option fee of $374,000 (plus GST) to be granted a call option over the assets. At completion, DOMV must pay $3,000,000 (plus GST) for the assets being acquired subject to adjustments for periodical outgoings, deposits and accruals. $2,625,000 of the amount payable at completion may at DOMV’s option be deferred until 28 January 2016 provided that DOMV secures that deferred payment by an assignment of the underlying leases.

The asset sale agreement is otherwise in the same form as that described above in respect of the main Drive By Media transaction.



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9.5.6 Blue Media Acquisition Agreements

DOMV has entered into a share sale Agreement dated 22 April 2015 relating to shares in BMG pursuant to which DOMV will acquire 95% of the shares in BMG over time. BMG was established to acquire all of the operating assets of the Blue Media business.

The Company has guaranteed DOMV’s obligations to the vendors under the share sale agreement.

The shares will be acquired in three tranches, with 65% being purchased in the initial tranche following all the Conditions being met or waived, 25% in the second tranche after completion of the audited accounts for FY2016 and the remaining 5% following completion of the audited accounts for FY2017.

The purchase price for the initial tranche is $2,925,000. The purchase price for the second tranche shares is calculated according to a formula based on a multiple of FY2016 EBITDA adjusted, up or down, against a base target for FY2015 EBITDA. The purchase price for the third tranche shares is calculated according to a similar formula based on a multiple of FY2016 and FY2017 EBITDA adjusted, up or down, against a base target for FY2015 and FY2016 EBITDA.

The remaining 5% of the shares will be held by an employee of BMG and at completion of the initial tranche, DOMV will enter into an option deed to allow DOMV to acquire the remaining shares at the same time and at the same price as the third tranche noted above.

If the employee leaves BMG prior to that time, he has to sell the shares to DOMV at a 15% discount to the then independently determined value.

The acquisition of BMG is subject to certain conditions precedent including: Completion of the Offer, completion of the transfer of the Blue Media business assets into BMG, no material adverse change, no breach of warranty, change of control consents and obtaining customer comfort. The sunset date on the conditions precedent is 15 July 2015 or such later date as agreed by the parties.

The vendors have the usual obligations to maintain the business and assets prior to completion and to allow DOMV access to the business and records.

At completion the vendors are obliged to procure repayment of all debts owed by the vendors and their associates to the company, and also procure the company has repaid all third party debt.

At completion the vendor is required to provide working capital of $52,500 to BMG while DOMV is required to contribute $97,500.

The vendors have provided business warranties, subject to the usual limitations, as well as certain indemnities addressing items arising from due diligence and a tax indemnity. The warranties address matters such as capacity, status, title, solvency, accounts, business commitments, employment matters, tax, litigation, compliance with laws, insurances, real property issues and provision of information.

Claims for breach of the warranties must be made within 2 years of completion, except for tax and title warranties or under the tax indemnity which must be made within 6 years of completion. The title and certain tax compliance warranties are restated on completion of the second and third tranches and claims under those warranties must be brought within 6 years after the relevant completion. Claims are capped at the purchase price.

The vendor and its associates have provided a non-compete for a period of up to two years after completion.



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9.5.7 Omnigraphics Minority Acquisition Agreements

On 18 May 2015, DOMA entered into a share sale agreement to acquire 35% of Omnigraphics Australia Pty Ltd from various members of management of that business.

The agreement is conditional on Completion of the Offer and waiver of pre-emptive rights.

The purchase price for that interest is $903,899 in cash, plus 1,290,850 Shares. A further amount of $100,000 is payable into escrow to meet potential claims and is to be released on the first anniversary of completion.

The vendors have, to the extent of their authority, the usual obligations to maintain the business and assets prior to completion and to allow DOMA access to the business and records.

The vendors have provided the business warranties, subject to the usual limitations, as well as a tax indemnity. The warranties address matters such as capacity, status, title, solvency, accounts, share capital, business commitments, employees, superannuation, tax, litigation, compliance with laws, IP, IT, insurance, real property and environment issues and provision of information.

Claims on the warranties must be made within 2 years of completion, except for claims on tax and title warranties and the tax indemnity which have a 6 year time limit. Claims are limited to the purchase price and may be offset against the escrow amount. Claims are also limited to 35% of any loss suffered calculated by reference to the diminution of value of shares/company.

9.5.8 Finance facilities

See Section 4.4.1 for more information.

9.5.9 Connect East concession agreement

QMS Aust and ConnectEast are party to an advertising services agreement under which QMS Aust is responsible for installing, maintaining and operating advertising signs on at least 11 identified sites on the Eastlink Freeway. The unexpired term of the agreement is more than 9 years. Under the terms of the agreement:

• The parties enter into a lease for each site. QMS Aust is obliged to conduct all works at the sites, acquire all necessary authorisations, bear the costs associated with maintenance and change of advertising displays and advertisements at the sites and hold the requisite insurances;

•QMS Aust retains title to the advertising displays during the terms of the agreement but must transfer ownership to ConnectEast when the agreement expires;

•QMS Aust is entitled to retain the net revenue for the sites after paying rent and the “Revenue Share Amount”. The “Revenue Share Amount” is a percentage of net revenue exceeding rent which increases over time;

• The agreement provides for indemnities and warranties by each party in favour of the other, however, ConnectEast’s liability to QMS Aust is limited;

• ConnectEast may terminate the agreement before the end of the term if QMS Aust is in default and either party can terminate if the underlying Eastlink Freeway Lease is terminated or the State requires ConnectEast to terminate the agreement; and

• If the agreement is terminated because the Eastlink Freeway Lease is terminated or the State has required ConnectEast to terminate the agreement then ConnectEast will pay the reasonable costs of removing the advertising displays and reinstating the site if that is what it requires.

QMS Aust is currently 50% owned by the Company. The remaining 50% of QMS Aust will be acquired on completion of the QMS APAC Acquisition.



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9.5.10 VicTrack concession agreement

QMS Rail is party to the QMS Rail Advertising Services Concession Agreement dated 23 September 2013 under which it receives a licence from VicTrack to use and develop at least 32 identified advertising sites on VicTrack land. The initial term of the agreement has more than 6 years before expiry and QMS Rail may extend the term for a further 2 years provided that it satisfies certain conditions.

Under the agreement:

•QMS Rail is entitled to the advertising sales revenue from the sites less the “Sign On Fee”, the “Minimum Guaranteed Fee” and the “Percentage Share Fee” which it must pay to VicTrack. The Sign On Fee is a fixed once off fee which has been paid. The Minimum Guaranteed Fee rises over the length of the contract until the last two years when it falls. The Percentage Share Fee is a fixed percentage of advertising sales (net of commission) less the amount of the Minimum Guaranteed Fee paid over the same period;

•QMS Rail is responsible for all capital expenditure, insurances, costs, expenses and overheads associated with installing, maintaining, operating and removing the advertising assets;

• Various liabilities of QMS Rail are supported by a bank guarantee;

•QMS Rail retains title to the advertising assets, however in some circumstances VicTrack may require QMS Rail to transfer of certain advertising assets to it;

• The parties provide various warranties to each other including warranties by QMS Rail about the quality of installation of the advertising assets and the accuracy of the information provided by it in its tender to VicTrack. The agreement also provides certain indemnities by QMS Rail in favour of VicTrack;

• VicTrack’s liability for loss suffered by QMS Rail is limited unless it is negligent; and

• VicTrack can terminate the agreement if QMS Rail commits a material breach which it fails to rectify, becomes insolvent or is in “Substantial Non Compliance” (as defined in the agreement) of its obligations including in relation to KPI’s and various safety and insurance obligations.

QMS Aust is currently 50% owned by the Company. The remaining 50% of QMS Aust will be acquired on completion of the QMS APAC Acquisition.

9.5.11 Bali Airport concession

On 8 May 2015, PTIM entered into a revenue sharing agreement for advertising at Denpasar Bali airport with the operator of that airport, PT Angkasa Pura I (Persero) (“Operator”).

Under the revenue sharing agreement, from the earlier of 1 September 2015 and completion of the installation of the advertising infrastructure, the Operator grants PTIM the exclusive rights to utilise the various display locations (which may change from time to time) in certain commercial areas in the airport, for a period of 5 years (subject to extension at the discretion of the Operator).

PTIM is responsible for installation and maintenance of all advertising infrastructure and fixtures to utilise the various locations and must remove the same on termination of the contract or transfer it to the Operator (who will pay depreciated book value for it). PTIM is required to undertake an investment in advertising infrastructure which is not less than 80% of that set out in its tender proposal.

PTIM must pay a revenue share amount, which is a fixed percentage of gross turnover (net of taxes). The revenue share amount is supported by a minimum guaranteed revenue share (“MGRS”) amount, which varies by reference to an agreed index. This is payable monthly through the term.

A security deposit equal to 6 months’ MGRS must be paid by PTIM to the Operator and maintained through the term.

PTIM is also responsible for rental of any office or storage space and relevant IT costs, utilities and parking.

Certain restrictions exist on content of advertising to respect local norms of decency, to avoid the promotion of alcohol or religion/ideology and to avoid misleading consumers.



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PTIM must also comply with local employee quotas and minimum service levels.

The Operator may terminate the contract prior to the end of the term:

• If PTIM fails to commence advertising activity from the commencement date and fails to rectify after receipt of warning notices;

• If PTIM materially breaches the contract or fails to perform its obligations under the contract or does in an unsatisfactory manner, and fails to rectify after receipt of warning notices; or

•On 60 days’ notice

PTIM is required to indemnify the Operator for:

•Breach of laws by PTIM;

•Default of PTIM or its representatives; and

• Personal injury or property damage caused by PTIM or its representatives,

Consequential loss is excluded.

A change in control of PTIM is a deemed assignment and requires the Operator’s prior written approval which shall not be unreasonably withheld. This does not apply in relation to changes in control arising from share trading on a stock exchange.

9.5.12 Convertible Note Deed Poll

On 23 March 2015, the Company entered into a convertible note deed poll under which it issued 100 convertible notes with a face value of $100,000 each. On Completion of the Offer, the convertible notes will automatically convert into Shares at a price equal to 80% of the Offer Price. The number of Shares to be issued to the holders of the convertible notes is shown in Section 7.1.5.

9.5.13 ASIC exemptions and relief

ASIC has granted the Company relief from section 606 of the Corporations Act to permit the acquisition by the Company of a relevant interest in Shares by virtue of the voluntary escrow arrangements described in Section 7.5 on certain conditions, as well as modification of section 671B of the Corporations Act to require the Company to make substantial holding notifications of the relevant interest it would have acquired, but for the granted relief, as a result of those voluntary escrow arrangements.

9.5.14 ASX waiver and confirmation

The Company has received preliminary confirmation from the ASX that:

• the Company will be admitted to the Official List under the ‘asset test’ in ASX Listing Rule 1.3; and

• the Company is an entity with sufficient track record of operating profit/ revenues acceptable to the ASX, such that it will not impose any mandatory escrow of existing securities as a result of being admitted to the Official list under ASX Listing Rule 1.3.

9.6 Description of the syndicateBaillieu is the Lead Manager to the Offer. Under the Underwriting agreement, Baillieu is entitled to appoint (and is responsible for paying the fees of) co-lead managers, co-managers, brokers to the Offer as well as sub-underwriters.

Pursuant to that right, Baillieu has appointed Ord Minnett as co-manager to the Offer.



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9.7 InsuranceThe Company has a range of insurance policies in place to manage the risks of its day-to-day business activities.

These policies include professional indemnity insurance, along with workers compensation insurance for all states and territories of operation.

There are additional, more specific policies in place to cover other relevant business risks, including corporate travel and public and products liability cover.

9.8 Legal proceedingsThe Company is party to various disputes and legal proceedings from time to time in respect of its business operations. As far as the Directors are aware at the Prospectus Date, there is no current, threatened or pending civil litigation, arbitration proceeding, administrative appeal or criminal or governmental prosecution or like matter involving the Company (or any of its subsidiaries) or any of the businesses the subject of the IPO Acquisitions, directly or indirectly, which is likely to have a material adverse effect on the business or financial position of the Company.

9.9 Taxation considerations The comments below provide a general outline of Australian tax issues for Australian tax resident Shareholders that hold Shares on capital account for Australian income tax purposes. Broadly, a Shareholder will hold Shares on capital account where the Shares are acquired as part of a long term investment strategy with a view to deriving future dividend returns. Those Shareholders who acquired their Shares in other circumstances such as speculative investment or as part of a share trading business may hold their Shares on revenue account and may have tax outcomes which differ from those set out in this Section 9.9. As such, the comments below do not apply to Shareholders that hold the Shares on revenue account or as trading stock, or to non-Australian tax resident Shareholders. They also do not apply to Shareholders that are banks or insurance companies.

The comments below are based on the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), the A New Tax System (Goods and Services Tax) Act 1999 (Cth), relevant stamp duty legislation, applicable case law and published Australian Taxation Office and state/territory revenue authority rulings, determinations and statements of administrative practice at the Prospectus Date. The tax consequences discussed below may alter if there is a change to the tax law after the Prospectus Date. They do not take into account the tax law of countries other than Australia.

The comments are general in nature and are not intended to be an authoritative or complete statement of the tax law applicable to the particular circumstances of every Shareholder. Therefore, they should not be relied upon as tax advice. Shareholders are advised to seek independent professional advice regarding the Australian and, if applicable, foreign tax consequences arising in respect of holding and disposing of their Shares, taking into account their specific circumstances.



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9.9.1 Income tax treatment of dividends received by Australian tax resident Shareholders

Dividends distributed by the Company to a Shareholder will constitute assessable income of an Australian tax resident Shareholder. Shareholders should include the dividend received, and an additional amount equal to any franking credit attached to that dividend, in their assessable income.

Where the franking credit is included in the Shareholder’s assessable income, the Shareholder will generally be entitled to a corresponding tax offset against tax payable by the Shareholder. To be eligible for the franking credit and tax offset, a Shareholder must satisfy:

• the “holding period” rule, which requires that a Shareholder hold the Shares “at risk” for a specified period of not less than 45 days (not including the date of acquisition and the date of disposal); and

• if necessary, the “related payments” rule, which prescribes a different testing period where the Shareholder made, or is under an obligation to make, a related payment in respect of any dividend. The related payment rule requires the Shareholder to have held the Shares at risk for a continuous period of at least 45 days (not including the date of acquisition and the date of disposal) during the period commencing on the 45th day before, and ending on the 45th day after, the Shares become ex-dividend. Shareholders should seek professional advice to determine if these requirements, as they apply to them, have been satisfied.

The holding period rule (but not the related payments rule) will not apply to a Shareholder who is an individual whose tax offset entitlement (for all franked distributions received in the income year) does not exceed $5,000 for the income year in which the franked dividend is received.

Where a Shareholder is an individual or a complying superannuation entity, the Shareholder will generally be entitled to a refund to the extent that the franking credits attached to that Shareholder’s dividends exceed that Shareholder’s income tax liability for the income year in which the dividend is received.

Where a Shareholder is a company, the Shareholder will generally be entitled to convert any excess of the franking credit attached to the Shareholder’s dividends over the Shareholder’s tax liability for the income year into carry forward tax losses. Shareholders that are companies should seek specific advice regarding the tax consequences of dividends received in respect of the Shares and the calculation of carry forward tax losses arising from excess tax offsets.

Special rules apply to Shareholders that are trustees (other than trustees of complying superannuation entities) or partnerships. These Shareholders should seek specific advice regarding the tax consequences of dividends received in respect of the Shares.

Where the Shareholder is a corporate Shareholder, franked dividends received by the Shareholder will generally give rise to a franking credit in the Shareholder’s franking account (subject to the Shareholder satisfying the rules outlined above for claiming a tax offset).



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9.9.2 Capital gains tax (CGT) implications for Australian tax resident Shareholders

Where a Shareholder holds their Shares on capital account, the disposal of the Shares will be taxed under the CGT rules.

For CGT purposes, the Shareholder will make a capital gain where the capital proceeds (generally the cash proceeds from the sale where the Shares are sold on market) received for their Shares exceeds the CGT cost base of their Shares. Similarly, the Shareholder will make a capital loss where the capital proceeds received for their Shares are less than the reduced cost base of their Shares. Broadly, the cost base and reduced cost base of the Shares would usually be equal to the amount paid to acquire the Shares plus certain other costs associated with holding the Shares, such as incidental costs of acquisition and disposal. (The cost base and reduced cost base of the Shares may be different if a CGT roll-over applied to the acquisition of the Shares.)

Generally, all capital gains and losses made by a Shareholder for an income year, plus any net capital losses carried forward from an earlier year, will need to be aggregated to determine whether the Shareholder has made a net capital gain or a net capital loss for the year. A net capital gain is included in the Shareholder’s assessable income whereas a net capital loss is carried forward and may be available to set off against capital gains of later years (subject to the satisfaction of the loss recoupment rules for companies).

If a Shareholder is an individual, complying superannuation entity or trust, and has held the Shares for at least 12 months or more before disposal of the Shares, the Shareholder will prima facie be entitled to a “CGT discount” for any capital gain made on the disposal of the Shares. Capital gains may be discounted by half in the case of individuals and trusts, and by one third in the case of complying superannuation entities. Shareholders that are companies are generally not entitled to a CGT discount.

Where the Shares are held on trust by the trustee of a trust and the Shares have been held for at least 12 months or more before disposal, the CGT discount may flow through to the beneficiaries of that trust if those beneficiaries are not companies. Shareholders that are trustees should seek specific advice regarding the tax consequences of distributions to beneficiaries who may qualify for discounted capital gains.

9.9.3 Tax File Numbers (TFNs)

A Shareholder is not required to quote their TFN to the Company. However, if a Shareholder’s TFN or exemption details are not provided, Australian tax may be required to be deducted by the Company from certain distributions (other than fully franked dividends) at the maximum marginal tax rate plus the Medicare levy.

A Shareholder that holds Shares as part of an enterprise may quote their Australian Business Number instead of their TFN.

9.9.4 GST implications

No GST should be payable by Shareholders in respect of the acquisition or disposal of their Shares. The extent to which each Shareholder is entitled to recover any GST incurred on costs relating to the acquisition or disposal of Shares will depend on the individual circumstances of each Shareholder.

No GST should be payable by Shareholders on receiving dividends distributed by the Company.



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9.9.5 Stamp duty

No Australian stamp duty should be payable by Shareholders in respect of their acquisition or disposal of their Shares. Shareholders should obtain their own independent advice depending on their individual circumstances.

9.10 ConsentsWritten consents to the issue of this Prospectus have been given and, at the time of lodgement of this Prospectus with ASIC, had not been withdrawn by the following parties:

• Baillieu has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Lead Manager to the Offer;

•Hive Legal Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Australian legal adviser (other than in relation to taxation matters) to the Company in relation to the Offer in the form and context in which it is named;

• KPMG Financial Advisory Services (Australia) Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Investigating Accountants in the form and context in which it is named and has given and not withdrawn its consent to the inclusion in this Prospectus of its Investigating Accountants’ Report in the form and context in which it is included;

•KPMG has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as auditors to the Company in the form and context in which it is named;

•Dobbyn + Carafa has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Australian tax advisors to the Company in the form and context in which it is named;

•Ord Minnett Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as Co-Manager to the Offer; and

• Computershare Investor Services Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named in this Prospectus as the Share Registry in the form and context in which it is named. Computershare Investor Services Pty Ltd has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registry to the Company. Computershare Investor Services Pty Ltd has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

9.11 Governing lawThis Prospectus and the contracts that arise from the acceptance of the Applications and bids under this Prospectus are governed by the laws applicable in Victoria and each Applicant under this Prospectus submits to the exclusive jurisdiction of the courts of Victoria.

9.12 Statement of DirectorsThis Prospectus is authorised by each Director who consents to its lodgement with ASIC and its issue.



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Appendix 1 – GlossaryThe following words and expressions have these meanings in this Prospectus, unless the context otherwise requires:

TERM

$ Australian dollars

Australian Accounting Standards or Accounting Standards

Accounting Standards as defined in the Corporations Act

Applicant A person who submits an Application

Application An application made to subscribe for Shares offered under this Prospectus

Application Form The application form attached to or accompanying this Prospectus (including the electronic form provided by an online application facility)

Application Monies or Application Amount

The amount accompanying an Application Form submitted by an Applicant

ASIC Australian Securities and Investments Commission

ASX Australian Securities Exchange Limited (ACN 008 624 691)

ASX Listing Rules The listing rules of ASX

ASX Settlement Operating Rules The rules of ASX Settlement Pty Limited (ACN 008 504 532)

Baillieu Baillieu Holst Ltd (ACN 006 519 393)

BMG BMG Australasia Pty Ltd (ACN 167 622 415)

Board The board of Directors (from time to time)

Broker A broker who is offered a firm allocation of Shares under the Broker Firm Offer

Broker Firm Offer The offer of Shares under this Prospectus to Australian resident investors who are not Institutional Investors and have received a firm allocation from their Broker

Broker Firm Offer Applicant A person who submits an Application under the Broker Firm Offer

CAGR Compound annual growth rate

CGT Capital gains tax

CHESS Clearing House Electronic Sub-register System, operated in accordance with the Corporations Act

Closing Date The date by which Applications must be lodged for the Broker Firm Offer, being 15 June 2015, unless varied

Corporations Act Corporations Act 2001 (Cth)

Completion of the Offer Completion in respect of the allotment of Shares of the Offer under the Underwriting Agreement

CPI Consumer Price Index

ConnectEast ConnectEast Pty Ltd ABN 99 101 213 263, operator of the Eastlink tollroad

Constitution The constitution of the Company

CY Calendar year

Directors Each of the directors of the Company from time to time

DOMA Digital Outdoor Media (Aust) Pty Ltd (ACN 600 426 882), a wholly owned subsidiary of the Company

DOMV Digital Outdoor Media (Vic) Pty Ltd (ACN 601 626 779), a wholly owned subsidiary of the Company

DOMWA Digital Outdoor Media (WA) Pty Ltd (ACN 601 626 804), a wholly owned subsidiary of the Company

EBIT Earnings before interest and tax

EBITDA Earnings before interest, tax, depreciation and amortisation

Exposure Period The seven day period after the date of this Prospectus, which has been extended by ASIC for an additional seven days, during which an Application must not be accepted

Financial Information Has the meaning given in Section 4.1

FMCG Fast moving consumer goods

FY2013 Financial year ended 30 June 2013

FY2014 Financial year ended 30 June 2014

FY2015F Forecast Financial year ending 30 June 2015


APPENDIX 1 – GLOSSARyF

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TERM

Forecast Financial Information Has the meaning given in Section 4.1

Group The Company, its subsidiaries and controlled entities

HIN Holder Identification Number

Institutional Investor An investor:

• in Australia who is either a “professional investor” or “sophisticated investor” under sections 708(11) and 708(8) of the Corporations Act; and

• in certain other jurisdictions, as agreed between the Company and the Lead Manager, to whom offers or invitations in respect of securities can be made without the need for a lodged or registered prospectus or other form of disclosure document or filing with, or approval by, any governmental agency (except one with which the Company is willing, in its absolute discretion, to comply)

Institutional Offer The invitation to bid for Shares made to Institutional Investors under this Prospectus to acquire Shares as described in Section 7.3

IPO Acquisitions The acquisitions described in Section 3.7 and the subject of the contracts summarised in Section 9.5.2 – 9.5.7

Investigating Accountant KPMG Financial Advisory Services (Australia) Pty Ltd

Lead Manager Baillieu

Listing Admission to the official list of the ASX

Management The executives of the Company identified in Section 6.2

NFC Near Field Communications

NPAT Net profit after tax

NPATA Net profit after tax and amortisation

Nosea Nosea Pte Ltd, a company incorporated in Singapore with co. no. 200618672G (a company associated with Barclay Nettlefold)

Offer Offer under this Prospectus of 138.5 million Shares to be issued by the Company

Offer Document The documents issued or published by or on behalf of the Company in respect of the Offer, including the Prospectus, any application forms, any investor presentation used in connection with the Institutional Offer and any supplementary prospectus

Offer Price $0.65 per Share, payable on application for the Shares

OMA Outdoor Media Association (Australia)

Option An option to be issued a Share

Original Prospectus The Prospectus issued by the Company dated 25 May 2015 which lodged with ASIC on that date and is replaced by this Prospectus

Original Prospectus Date The date on which a copy of the Original Prospectus was lodged with ASIC being 25 May 2015

Paramount Paramount Outdoor Pty Ltd (ACN 131 227 006)

Plexity Plexity Holdings Pty Ltd (ACN 604 040 959)

Pro Forma Forecast Results Has the meaning given in Section 4.1

Pro Forma Historical Results Has the meaning given in Section 4.1

Prospectus This document

Prospectus Date The date of this Prospectus being 10 June 2015

PTIM PT Insite Media, an Indonesian company

Q Media Q Media Pty Ltd (ACN 164 971 608)

QMS APAC The companies businesses operated under the ownership of QMS APAC Limited (a Hong Kong) company, as described in Section 3.7.1 and the subject of the QMS APAC Acquisition, including QMS Aust, Q Media and PTIM

QMS APAC Acquisition The acquisition of QMS APAC by DOMA under the contracts summarised in Section 9.5.2

QMS Media or the Company QMS Media Limited (ACN 603 037 341) and its subsidiaries as the context requires

QMS Aust QMS Australia Pty Ltd (ACN 125 363 484)

Related Body Corporate Has the meaning given by Section 50 of the Corporations Act

Section A section of this Prospectus

Share Registry Computershare Investor Services Pty Limited (ACN 078 279 277)

Share A fully paid share in the Company

Shareholder A person who holds Shares



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TERM

SRN Shareholder Reference Number

Statutory Forecast Results Has the meaning given in Section 4.1

TFN Tax file number

Underwriter Baillieu

Underwriting Agreement The agreement of that name between the Company and the Underwriter, dated 25 May 2015

US Persons Has the meaning given to it under Regulation S of the US Securities Act

US Securities Act US Securities Act of 1933, as amended

Vail Vail Media Pty Ltd (ACN 167 195 548)

VicTrack Victorian Rail Track, a statutory corporation established under the Rail Corporations Act 1996 (Vic) and continued under section 116 of the Transport Integration Act 2010 (Vic)

Wenvale Wenvale Pty Ltd (ACN 070 152 251) atf the Barclay Nettlefold Family Trust (a company associated with Barclay Nettlefold)



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Appendix 2 – Significant accounting policies The following significant accounting policies have been adopted in the preparation of the financial information included in Section 4 of this Prospectus.

Basis of Preparation

(a) Statement of Compliance

The Financial Information has been prepared in accordance with the recognition, measurement and classification aspects of all applicable Australian Accounting Standards (AASBs) adopted by the Australian Accounting standards Board (AASB).

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following:

• derivative financial instruments are measured at fair value; and

• financial instruments at fair value through profit or loss are measured at fair value

(c) Functional and presentation currency

These financial statements are presented in Australian dollars, which is QMS Media’s functional currency. All financial information presented in Australian dollars has been rounded to the nearest thousand unless otherwise stated.

Summary of significant accounting policies

(a) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company and the results of subsidiaries.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries are consistent with accounting policies adopted by the Group.

Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.


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(b) Income tax

The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income). Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities/(assets) are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period. Current and deferred income tax expense/(income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.

Tax Consolidation Legislation

The Company and its wholly-owned Australian controlled entities intend to form a tax consolidated group and apply the tax consolidation legislation.

The deferred tax balances recognised by the parent entity and the Group in relation to wholly-owned entities joining the tax consolidated Group are initially measured and remeasured based on the carrying amounts of the assets and liabilities of those entities at the level of the tax consolidated Group and their tax values, as applicable under the tax consolidation legislation.

The Company, as the head entity in the tax consolidated Group, recognises current and deferred tax amounts relating to transactions, events and balances of the controlled entities in this Group as if those transactions, events and balances were its own, in addition to the current and deferred tax amounts arising in relation to its own transactions, events and balances. Amounts receivable or payable under a tax sharing agreement with the tax consolidated entities are recognised as tax-related amounts receivable or payable. Expenses and revenues arising under the tax sharing agreement are recognised as a component of income tax (expense)/benefit.

In accordance with UIG 1052 Tax Consolidation Accounting, the controlled entities in the tax consolidated Group account for their own deferred tax balances, except for those relating to tax losses.

(c) Receivables and revenue recognition

Revenue recognition

Revenue is recognised at the fair value of the consideration received or receivable, net of the amount of goods and services tax. Revenue from core operating activities consists of out of home advertising revenues. Revenue from out of home advertising is recognised equally on a pro-rata basis over the period in which the advertising is on display. Revenue for media production work is recognised on completion of the assignment. Commissions payable to advertising agencies are recognised as direct costs.


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Receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Recoverability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the statement of comprehensive income.

Interest income

Interest income is recognised on a time proportion basis using the effective interest method.

(d) Plant and equipment

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment losses. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred.

The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the consolidated Group commencing from the time the asset is held ready for use.

The expected useful lives are as follows:

LED Digital signs 12 years

Static signs 20 years

Machinery & Equipment 12 years

Office Equipment 4-5 years

Leasehold Improvements 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.



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(e) Intangible assets

Goodwill

Goodwill represents the excess of the purchase consideration plus incidental costs over the fair value of the identifiable net assets acquired. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually, or more frequently, if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of these cash-generating units represents the Group’s investment in each business segment.

Other Intangibles

Other intangible assets represent the rights associated with acquired leases and the associated new business revenue streams. These other intangible assets are being amortised over the remaining term of the acquired leases (ranging from 12-20 years).

(f) Other financial assets

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss and loans and receivables. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the balance sheet.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables and held-to-maturity Investments are subsequently carried at amortised cost using the effective interest method.



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(g) Leases

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased non-current assets and operating leases under which the lessor effectively retains substantially all such risks and benefits.

(i) Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease.

(ii) Finance leases

Finance leases are capitalised. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Lease liabilities are reduced by repayments of principal.

(h) Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

Unearned income is recognised within trade payables where rental invoices are issued in advance of the period in which the revenue is earned.

(i) Employee benefits

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in the provision for employee benefits in respect of employee’s services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

Superannuation

The Group contributes superannuation benefits to numerous, but solely accumulation-type superannuation funds including personal, award based at various percentages of salary pursuant to employee contracts and statutory obligations.



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Employee benefit on-costs

On-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.

(j) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

(k) Business combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

The Group has provided for payment of additional consideration in relation to certain acquisitions. The consideration has been discounted over the time in which it is due. The excess of the consideration transferred over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss, but only after a reassessment of the identification and measurement of the net assets acquired

Consideration transferred as part of the business combination may include deferred consideration or contingent consideration.

Deferred consideration is recognised and measured at fair value at the acquisition date and is included in the consideration transferred. The unwinding of any interest element of deferred consideration is recognised in the profit or loss.

Contingent consideration is an obligation to transfer additional payments to the former owners if certain specified future events are met. Contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is measured at fair value at the acquisition date and is remeasured at each reporting date until the contingency is settled, with changes in fair value recognised in profit or loss.

The Group has entered into a number of put options and forward contracts to acquire the remaining non-controlling interests in certain entities. Where the non-controlling interest still has present access to the returns in the entity, the Group has elected to adopt the anticipated acquisition method of accounting whereby the contract is accounted for as if the put option has been exercised or the forward has been satisfied by the non-controlling shareholders. The Group has recognised a liability for the present value of the exercise price of the option or of the forward purchase price. The Group has elected to recognise any subsequent changes in the fair value of the put liability in equity including any changes in the accretion of interest. Subsequent changes to the fair value of the forward contracts are recognised in the profit or loss.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.



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(l) Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash flows (cash generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

(m) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the consolidated entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is the Company’s functional and presentation currency.

Transactions and balances

Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

Foreign controlled entities

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

• income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign operations, and of borrowings and other financial instruments designated as hedges of such Investments, are taken to shareholders’ equity. When a foreign operation is sold, ceases operation or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the statement of comprehensive income, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

(n) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.



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The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders’ equity, net of income tax effects.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(o) Financing costs

Financing costs are recognised as expenses in the period in which they are incurred. Financing costs include interest on bank overdraft, finance lease charges, short-term and long-term borrowings and ancillary costs incurred in connection with arrangement of borrowings.

(p) Maintenance and repairs

Certain plant and equipment is required to be overhauled on a regular basis. This is managed as part of an ongoing major cyclical maintenance program. The costs of this maintenance are charged as expenses as incurred, except where they relate to the replacement of a component of an asset, in which case the costs are capitalised and depreciated. Other routine operating maintenance, repair costs and minor renewals are charged as expenses as incurred.

(q) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably.

A make good provision is recognised for the costs of restoration or removal in relation to plant and equipment and site leases where there is a legal or constructive obligation. The provision is initially recorded when a reliable estimate can be determined and discounted to present value. The unwinding of the effect of discounting on the provision is recognised as a finance cost.

(r) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.



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(s) Shared based payment transactions

The Company may engage in the practice of allocating its employees shares and share options as part of their remuneration packages.

The grant-date fair value of share-based payment awards granted to employees is recognised as a share based payment expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the equity instrument is calculated using the Black-Scholes model. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(t) Segment reporting

Segments results that are reported to the Board (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

(u) Earnings per share

The Company presents basic and diluted earnings per share data. Basic earnings per share is calculated by dividing the net loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the years. The earnings per share is determined by adjusting the net loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. The Company uses the treasury stock method for calculating diluted earnings per share. The diluted earnings per share calculation considers the impact of potentially dilutive instruments, if any.

(v) Recent accounting pronouncements

Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below:

• IFRS 15 Revenue from Contracts with Customers: The International Accounting Standards Board has issued a new standard for the recognition of revenue. This will replace IAS 18 which covers contracts for goods and services. The AASB has also issued an equivalent standard. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risk and rewards. IFRS 15 will become mandatory for the Group’s 30 June 2018 financial statements. The Group will consider the impact of the new standard on its revenue recognition policies when the AASB issues the new accounting standard.

There are no other standards and interpretations that are not yet effective and that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.



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Corporate directory

Registered Office

Level 9 636 St Kilda Road Melbourne VIC 3004

Lead Manager And Underwriter

Baillieu Holst Limited Level 26 360 Collins Street Melbourne VIC 3000

Co-Manager

Ord Minnett Limited Level 23 120 Collins Street Melbourne VIC 3000

Australian Legal Adviser

Hive Legal Pty Ltd Level 4 50 Market Street Melbourne VIC 3000

Investigating Accountants

KPMG Financial Advisory Services (Australia) Pty Ltd 147 Collins Street Melbourne VIC 3000

Taxation Adviser

Dobbyn and Carafa Pty Ltd Level 9 636 St Kilda Road Melbourne VIC 3004

Auditor

KPMG 147 Collins Street Melbourne VIC 3000

Share Registry

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 Australia

Offer Information Line

Within Australia: 1300 722 374 Outside of Australia: +61 3 9415 4818

Hours of operation: 9.00 am to 5.30 pm (Melbourne time) Monday to Friday

CORPORATE DIRECTORy


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QMS Media Limited PROSPECTUS

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for personal use only - australian securities · pdf filethis prospectus is available in...

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