www.belhusracing.com.au

THE RACEHORSE SYNDICATION SPECIALISTS

Here’s Your OpportunityTo Race A HorseIn SINGAPORE!!

Racing in Singapore is held exclusively at Kranji racecourse where all the trainers’stables and horses are located. Racing is usually held in Singapore on Fridayevenings under lights, and Sunday afternoons.

There are 2 main racing surfaces, the grass with a short and a long course, and anall weather poly track. There are also 5 other training tracks including a 1000mlong uphill track, in addition to 2 state of the art swimming pools. It is, withoutdoubt, one of the most impressive thoroughbred training centres around and istruly World class!

Kanji holds a maximum of 1600 horses, but usually has around 1200-1400 there atany one time in a mix of air conditioned and naturally ventilated stables. Thereare also resting stables and an off site quarantine facility too. Because this is theonly race track in Singapore, it means that once there, owners don’t havetransport bills to pay for their horses going from track to track as is usuallyincurred in Australia and New Zealand.

The Singapore Turf Club veterinary centre is a modern and fully equipped facilitygiving world class veterinary care to the horses. Vet expenses are supplied at costto owners, and are typically around 10%-20% of what they are in Australia!

REWARD INCENTIVE SCHEME:On top of already very good prizemoney such as $75,000 restricted maiden races, TheSingapore Turf Club offers a Reward Incentive Scheme to owners to lower the costs ofkeeping horses in Singapore. Rebates of $900 (SGD) for qualifying horses are credited totrainers accounts and are used to offset the monthly training bill. The qualifying criteriafor the rebates are as follows:

· 10 or less starters-All except first and the last 3 placed horses (so for example in a 10horse field, the rebates will be credited to those horses placed 2nd, 3rd, 4th, 5th, 6th &7th).

· 11 or more starters-All except 1st and the last 4 placed horses (so for example in a 14horse field, the rebates will be credited to those horses placed 2nd,3rd,4th,5th,6th,7th,8th,9th, 10th & 11th).

At the 2019 Karaka (New Zealand) yearling sales, this colt by Rock ‘N’ Pop caughtour eye with his sheer physical, raw boned presence.

Included in Book 3, he’s a genuinely strong, muscular, athletic type, and as aphysical specimen he was more than worthy of inclusion amongst the better typesin Book 2. Singapore trainer Stephen Gray and myself inspected the horsetogether and we agreed that he looked like a good type for Singapore. I was ableto purchase him for just NZ$9,000, and from our point of view, we’ve got a Book 2horse at a Book 3 price!

He’s a cracking individual and looks a real running type-as you can see from thephoto. From a conformational point of view, he’s quite correct, and the pre-sale x-rays of his joints have come up as very acceptable too. From a pedigree point ofview, he’s by a very handy young NZ based stallion Rock ‘n’ Pop-winner of theGroup 1 New Zealand Two Thousand Guineas (I bought another Rock ‘n’ Pop lastyear-a filly for $15,000, and she’s now in Melbourne and impressing her trainer).Every dam on his pedigree page is a winner, and while there are no superstarsthere, collectively they’ve won in excess of 100 races between them. Asproducers, his third dam Gay Antionette has had 8 to race for 6 winners, hissecond dam Our Celerity has had 11 to race for 9 winners, and he himself is justthe third foal of Alainn with the other two yet to race.

After a month in a paddock post sale-during which time he’s been gelded-he’llstart the process of being broken into saddle. We’ll put him through trainerStephen Gray’s tried, tested and proven programme with the intention of sendinghim to race in Singapore assuming that he shows enough talent when he trials inNew Zealand. We think he represents a very good opportunity for people to getinto a nice horse destined to race in Singapore at a price that’s easily affordable.

THECOSTS

Share Costs

This is a 20 share syndicate priced at $1,495 each, which includes the share in thehorse, breaking in, and all other acquisition, transport and holding costs incurred toJuly 1st 2019 which, to be fair to everyone, is the date that syndicate fees commenceon for all owners irrespective of sign up date.

The fees are set at $230.00 per calendar month payable quarterly in advance by directdebit. This amount is budgeted to include all normal anticipated costs associated withracing a horse in Singapore including training, farrier, vet bills and other horse relatedexpenses, syndicate management and communication.

Breeding

The Trainer:Stephen Gray

Stephen Gray has been one of the most successful trainers in Singapore fornear on two decades now. If you want to give your horse every possible chanceof success in Singapore, then go racing ‘The Gray Way’!

A former trainer in New Zealand, Stephen trained there with his Father Kevin for many yearswith the pair consistently amongst the Top 10 in the Trainers’ Premierships. With a solidbackground and plenty of success behind him, Stephen looked overseas for a bigger andbetter opportunity where better prizemoney meant bigger rewards. At the start of the newcentury in the Millennial year 2000, Stephen and his wife Bridget moved their trainingoperations to Singapore where Stephen took no time at all adapting to the new surrounds,quickly climbing through the grades to be held in high respect as one of the most successfultrainers at Kranji.

His big race wins and the horses that achieved them are listed over the page highlighted byLIM’S CRUISER, recent winner of the S$1,000,000 Group 1 2018 Lion City Cup for the secondyear in a row! The consistent stream of high quality horses that have passed throughStephen’s stables have created a major problem-his beautiful antique style wooden trophycabinet is bursting at the seams and now the doors won’t close properly!

With the focus on quality rather than quantity, every year Stephen and his dedicated team aimto win around 40 to 50 races every season-not in the lowest grade, but in the medium to highgrades where the better prizemoney is. With good prizemoney on offer, owners rebates,subsidised vet fees, zero travel costs, a limited pool of horses to compete against, and World’sbest practice integrity, there’s no doubt that Singapore is one of the most economical andattractive places in the World to own a racehorse.

We hope you choose to do it with Belhus Racing Stables and Stephen Gray!

· Lion City Cup 2018-Lim’s Cruiser· Committee's Prize 2017- Twickenham· Lion City Cup 2017-Lim’s Cruiser· Rocket Man Sprint 2017-Lim’s Cruiser· Dester Singapore Gold Cup 2016-Bahana· El Dorado Classic 2016-Bahana· Committee's Prize 2016-Twickenham· Kranji Sprint 2016- Emperor Max· Garden City Trophy 2015- Emperor Max· EW Barker Trophy 2014-Born to Fly· EW Barker Trophy 2016-Lim’s Cruiser· Fortune Bowl 2010-Goldschatz· Woodlands Classic Stakes 2010- Goldschatz· Proinn Construct Stakes 2009- Goldschatz· 3YO Challenge (2nd Leg) 2009-Given Vision· Emirates Singapore Derby 2007-Lim’s Prestige· JBBA Trophy 2006-Kelantan· 3YO Challenge (3rd Leg) 2006-Kelantan· 3YO Challenge (3rd Leg) 2009- Given Vision· Kranji Sprint 2001-St Kentigern· Stewards' Cup 2014-Emperor Max· Patrons' Bowl 2003-Lim’s Reward· Saas Fee Stakes 2014- Born to Fly

Stephen Gray Feature Race Winners

Champagne finishing runnerup in the Melbourne Cup

LIM’S CRUISER withGlenn Boss on boardwinning the S$1Million 2018 Lion CityCup for the secondyear in a row!

Sales Invoice

Vet Report

InsuranceCertificate

InsuranceCertificate

RACING COLOURSAll Belhus Racing Stables' syndicatedhorses race in our colours of; Royal blue, white star,checked sleeves and cap.

INFORMATION FLOWAs one of our owners, you are constantly updated by e-mail or telephone as to theprogress of your horse. You'll even get to know what all of our syndicated team are upto by receiving our weekly newsletter 'Sharing Winners' via e-mail. When it's time foryour horse to trial or race, fields and comment are sent to you at weights andacceptance stage in addition to a post race summary too.

LET'S GO RACING!Belhus Racing Stables work very selectively and offer a small number of horses eachyear that have passed our strict criteria for selection.

Belhus horses have collectively won millions in prizemoney! Success on the track hasbeen frequent through the deeds of horses such as; HOT JULES (Group 1 WATCDerby), DEVILISH DEALER (Group 2 WATC Guineas, Group 3 Hyperion Stakes, ListedChallenge Stakes), HOT SHOT BROTHER (G3 AJ Scahill Stakes), REIGNING HALO (ListedMelvista Stakes, Listed Peters Quality), GENUINE GIRL (Listed Crystal Slipper Stakes),SPIRIT OF JULES (Listed Dayana Quality), PRIZE CATCH (9 wins and stakes winner), MissBelhus (4 wins, stakes placed), Smooth Mover (4 wins, stakes placed Burgess QueenQuality Stakes), Ascolta (stakes placed two year old), Danish Sea (Stakes placed threeyear old), Mexican Mist (8 wins), Xaarphonic (8 wins), Baron Orczy (7 wins), KingstonClassic (7 wins), Fire From Ice (6 wins), Port Regis (6 wins), Paseo Del Prado (6 wins),Rabooth (5 wins), Girl In A Storm (5 wins), Henry The Pharoah (5 wins), PolishPleasure (5 wins), Mutineer (4 wins), Static Zap (4 wins), Halopak (4 wins), SwissWatch (4 wins), Bobby Benzine (4 wins), Smooth Mover (4 wins), The Moon Day (4wins), Military Secret (4 wins), Yamunotri (3 wins), Belle De Plume (3 wins), Etch In Ice(3 wins), Red Geisha (3 wins), Stride Out (3 wins), Zabrinski, Well Connected, TradeAura, The Black Flash, Another Orbit, Scarlet Artist, Decision To Go, Mystery Morn, MrCharisma, Magical Marscay, Cheque Mate, Accretive, It’s Judgement Day, Elms,Winning Ticket, Minimalist, Classy Cat, Portree In Motion, Benny Benzine, Te WaewaeBay, Kickatinalong, Astronomite, Solar Sky, Navy Blue, Deep Purple, Norske Code etc

ProductDisclosureStatement

Prior to the Holder of a Dealer's Licence advertising, or making an offer of shares in aracehorse in any form, he must provide Racing and Wagering Western Australia with thefollowing information, together with the Application for Approval of the ProductDisclosure Statement.

Note: RWWA prepares its Pro Forma documents to assist Promoters to comply with therequirements of their licence. The items listed below are not meant to be exhaustiveand RWWA does not accept liability for the contents of PDS’, which remain theresponsibility of Promoters. The substantive content requirements of a PDS aregoverned by the Corporations Act 2001, in particular section 1013 C-F. Promotersshould also refer to ASIC Policy Statement 168 for guidance on what should be listed ina Product Disclosure Statement.

THIS STATEMENT MUST BE FORWARDED TO POTENTIAL SUBSCRIBERS

NOTICE TO POTENTIAL SUBSCRIBERS

THIS PDS SHOULD BE READ IN ITS ENTIRETY.

BEFORE DECIDING TO ACQUIRE A SHARE(S) IN THE HORSE HEREIN DESCRIBED YOUSHOULD CONSIDER THE SUITABILITY OF THIS PRODUCT TO YOU.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE YOU SHOULD FOLLOW YOU SHOULDCONSULT THE PROMOTER OR YOUR BLOODSTOCK ADVISOR TO ENABLE YOU TO MAKEAN INFORMED DECISION AS TO WHETHER TO SUB- SCRIBE TO THIS PRODUCT.

Full name of Promoter: Peter Morley…………………………………….. AFSL No.226693

Address: 2 Ashmere Drive, BULLSBROOK WA 6084.

1. Horse Description: This syndicate is being formed as a racing syndicate. The horse is a 1 year oldbay gelding by ROCK ‘n’ POP from Alainn, microchip number 985125000098942. The intention isthat he’ll be trained in Singapore by Stephen Gray.

2. Purchase and Syndication Details: The horse to be owned by the syndicate was purchased fromthe 2019 Karaka National Yearling Sales by The Promoter Mr P Morley for the sum of NZD$9,000.When the new syndicate is complete, the owners will receive clear title to the horse. Itemisation ofactual and estimated costs pertaining to the purchase and public syndication of this horse are asfollows: *All amounts are converted to and shown in Australian dollars.

• Acquisition Costs: $10,420Fall of hammer price $8,535, Sales Attendance Costs (shared betweenthe number of horses purchased) $1595, Endoscope examination $140,Vet exam/syndication certificate $150.

• Promoters Margin: $ 85310% on purchase price $853.

• Post Sale Costs Feb-June (5 Months): $ 8,475Transport from Karaka to Cambridge $130Agistment (Wentwood Grange) to 28/2/19 $615,Gelding $330Breaking In (March to mid April) $2,775Agistment (mid April to May) $1,090Training (June) $2,775Transport $380Teeth/Worming/Farrier $380

• Insurance: $ 445Cover ($14,000) to August 1st 2019 $445.

• Administration & Marketing Costs: $ 7,000General business costs such as postage/printing/telephone/staff wages, sales commission, accounting and ASIC audit compliance,commercial interest, insurance (workers comp/public liability/professional indemnity), advertising/promotional & website provisionetc, are all costs non specific to this horse that are incurred by ThePromoter and need to be recouped in exactly the same way that anyother business recoups their costs-by incorporating them intotheir retail price of the products or services they sell. These costs areestimated on a share cost basis between the average number of horseswe offer for sale per year. $7000

Total $27,193GST $ 2,719TOTAL $29,912

i.e 20 shares @ $1,495

Belhus Racing Stables‘Rocky’ Syndicate

3. Share Price and Syndication Costs: The syndicate shall consist of twenty equal shares priced at$1,495 each inc gst. In the event that syndication and promotional costs exceed the estimate ofexpenses, The Promoter will make good the shortfall. Likewise, any surplus funds available afterpaying all such expenses remain the property of the Promoter.

4. Transport To Singapore: The costs of transporting this horse are NOT INCLUDED in the sharepurchase price. This is because at the time of approval of this PDS, the horse is located in NewZealand and many things could happen between now and when he’s scheduled to travel toSingapore, therefore it’s only fair to bill the transport as and when it happens. The budget fortravelling to Singapore is approximately $15,000 and includes road transport, air transport, NZTRStudbook transfer to MRA, MRA export vetting (no x-rays), EI & Strangles vaccinations, Quarantineand Singapore GST. Accordingly, prospective syndicate members should allow approx. $750/share forthe above transport related expenses.

5. Pedigree/Vet Report: The horse’s pedigree, and the performance of it’s Sire and Dam, in additionto a current valuation and a recent vet report are included in the brochure containing this PDS.

6. Syndicate Manager’s Appointment: In purchasing a share the members agree to appoint a BelhusRacing Stables’ representative as manager who shall hold a ‘managers share’ of zero value in theownership of the horse and shall be listed as the first-named person recorded by the Registrar ofRacehorses in the official ownership records pursuant to AR1 of the Rules of Racing for the purposesof managing the horse as specified within this Product Disclosure Statement. The first namedpurchaser of a share within the syndicate shall as a condition of membership transfer the managerialpowers of the syndicate to the Belhus Racing Stables’ representative who will have full responsibilityfor the management of the syndicate. Each member similarly appoints the representative and will doall things necessary to give effect to this clause for the duration of the syndicate. In all instances the‘managers share’ shall not entitle the holder to any share of prize money won, and shall be solely forthe purposes of managing the horse generally, and receiving and distributing prize money.

7. Payment For Training and Associated Expenses: In estimating the cost of maintaining a racehorse,every attempt has been made by The Promoter to establish a sufficient budget. Owners contributionsto the upkeep of the horse and the syndicate are fixed at $230 per calendar month per 5% sharecommencing on July 1st 2019. This amount has been estimated to cover all normal and expectedcosts associated with training a thoroughbred at the time of issue of this PDS and does not take intoconsideration any prizemoney or rebates that may be won/earned by the horse. In consideration ofthe fact that the services provided by Belhus Racing Stables to manage the syndicate, maintaincommunications between the stable and the members, and attend to all administrative mattersincluding the distribution of prizemoney demand considerable expertise, time, effort and resources,Belhus Racing Stables will be entitled to charge a management fee from the partnership pool of$1000 +gst per calendar month.

8. Banking Details: All funds to be used for the expenses of the partnership are held in a dedicatedaccount at The Bendigo Bank, Australia. The account is titled, Belhus Racing Stables ’Rocky’.

9. Prize Money Distribution: Prize money won by the horse is paid directly to each member at theend of the month it is received by the Manager from the relevant racing authority. The industrystandard deductions for the trainer, jockey, and any other incidental charges by various racingauthorities apply. Prizemoney earnt by the horse is received in Singapore Dollars (SGD).

10. Rebate Distribution: Any rebates paid by the Singapore Turf Club as part of their ‘RewardIncentive Scheme’ are regarded as, and treated by us, in exactly the same way as prize money.The amount is paid to the trainer and is then deducted from the monthly account. Accordingly,the equivalent amount shall be distributed to the owners on a pro rata basis. Rebates earnt bythe horse are received in Singapore Dollars.

11. Stakes Race Success Fee: In the event of the horse earning prizemoney in Group or Listedraces, Belhus Racing Stables charge a success fee of 5% of gross money earned.

12. Trophies: Belhus Racing Stables retain the first option to purchase any trophies won forpromotional purposes, however they shall have to contribute the advertised value of the trophyto the partnership pool where the amount will be treated as prizemoney and divided up equallybetween the members pro rata to their shareholding. In the event of Belhus Racing Stables notexercising their option to purchase a trophy, a ballot will be held amongst the members, and thewinner of that ballot may then purchase the said trophy at the advertised value with the fundsgoing into the partnership pool and being divided equally amongst all the owners pro rata totheir shareholding in the horse.

13. Future Sale of Horse: In the event that the horse is sold during the currency of thepartnership for more than the original purchase price, Belhus Racing Stables will be entitled tothe sum of 8% of the sale value of the horse (plus gst).

14. Insurance: The horse is currently insured for the amount of $14,000 through Inglis InsuranceBrokers to August 1st 2019 and this expense is included in the share purchase price. After thisdate, it’s the responsibility of each owner to decide whether or not they wish to continue withinsurance for their share. We can easily arrange cover for our owners through Inglis InsuranceBrokers.

15. Managerial and Syndicate Decisions: All general decisions pertaining to the racing career ofthe horse will be made by the trainer and the Manager in their capacity as industryprofessionals. Major decisions such as selling or retiring the horse, or changing trainer, etc, shallbe referred to the syndicate members for further discussion and a simple vote if deemednecessary by the Manager. The members, by agreeing to purchase a share in the horse, alsoagree to abide by majority syndicate decisions.

16. Members Default Protection Clause: To protect the interests of all syndicate members, adefault clause is contained in this agreement. In the event of a member failing to meet his or herfinancial obligations to the running of the horse by a period of 30 days, the Manager shall havethe authority to offer the share for sale for a period of 7 days and then sell the share to thehighest offer received. In the event of a surplus of funds after the sale, The Manager is entitledto deduct any incurred costs (including collection agency recovery costs) from the proceedsbefore any balance is returned to the original owner. In the event that the sale of the share doesnot produce a surplus of funds, the Manager may use the services of a collection agency in anattempt to recover any further monies outstanding to the syndicate.

17. Thoroughbred Risk Awareness: The Promoter advises potential investors that thoroughbredhorse racing is a high risk venture and any financial input should be treated as a speculativeinvestment only. Potential purchasers in shares offered by the Promoter should be aware ofpossible investment risks, which may include, but not limited to:i) Not all horses offered for syndication, proceed to a racing career.ii) Not all horses offered for syndication win or earn prizemoney.

iii) Injuries, which may require an extended recuperation period, may terminate the horse’s racingcareer.iv) A stud career is not guaranteed for horse’s offered for syndication by the Promoter as theprincipal purpose of the establishment of the syndicate is a racing career.v.) The Promoter advises that there may not be a potential “after market” for the shares in anyracing syndicate, nor is The Promoter or the Syndicate Manager under any obligation to find buyersor sell shares on behalf of the investors. Potential purchasers of shares in horse racing syndicatesshould regard any financial input as a hobby, and should expect to remain in the syndicate for itsnatural term.

18. Cooling Off Period: The Promoter shall abide by a standard five day cooling off period uponplacement of investment funds for this syndicate. Following advice received in writing from theinvestor within five days of signing the official documentation that he/she does not wish toproceed with the purchase, The Promoter will refund the investment amount in full.

19. Unfulfilled Subscription: In the event that this syndicate has not been fully subscribed within 6months from the date of approval by the Lead Regulator, or where the Racing Authority hasrefused to register the syndicate, all moneys paid by purchasers, in addition to interest (based onstandard commercial rates), will be returned to investors within (10) business days.

20. Financial or Beneficial Interest in Sire or Dam: The Promoter, Manager or any of theirassociates declares it has never held a financial or beneficial interest in, or held any rights to thesire or the broodmare of the horse subject to this scheme, nor are entitled to a free service to thehorse’s sire.

21. Sample Testing under the Australian Rules of Racing: If the horse is located in Australia, underthe Australian Rules of Racing, a participant may elect to have a horse tested for a prohibitedsubstance with the cost of the testing to be borne equally by all participants (whether or not theyelected to have the horse tested).

22. Promoters Disclosure No1: The Promoter is not aware of any fact or occurrence which wouldrender any statements pertaining to this PDS or to the horse that is the subject of this PDS to bematerially inaccurate at the time of issue of this statement. Further, The Promoter acknowledgesthat any veterinary or valuation certificates have been submitted by persons who will receive noadditional benefits, (financial or otherwise) from The Promoter or his associates, apart from thefees that such a person would normally be entitled to.

23. Promoters’ Disclosure No2: The Promoter does not indirectly influence experts such asTrainers, Veterinarians or Valuers to provide advice which is biased, nor do these experts have anycommercial reason to provide advice which is biased. In an instance when the Promoter or Trainerretains a share in the horse, the share is regarded as a commercial investment and the appropriatefees are apportioned to the Trainer or Promoter as they are to all shareholders.

24. Complaints Handling Procedure: Investors are reminded that the Promoter is the holder of anAustralian Financial Services Licence (number 226693), and as such, has a complaints handlingprocedure in place. Any complaints to do with the purchase of shares in racehorses received by hisoffice will be answered in writing within seven (7) working days. Should a satisfactory agreementnot be reached in due course, then the matter may be taken to the Financial Industry ComplaintsService, (FICS), of which the Promoter is a paid up member.

RWWA DISCLAIMERA copy of this PDS has been lodged with RWAVA pursuant to the Class Order issued by theAustralian Securities & Investments Commission. No liability as to the contents of thisProduct Disclosure Statement is taken by RWWA, its officers, employees or agents. Inparticular (but not without prejudice to the generality of this disclaimer) RWWA does notwarrant and has no responsibility for, the commercial merits of the scheme referred to Inthe PDS, the manner In which the Syndicates/Partnerships are operated, or the taxationadvantages (if any) to which the Scheme may give rise.

I confirm that:Statement by Promoter

a) the statements contained in this Product Disclosure Statement in relationto the syndicate are true, and not misleading in their form or content.

b) the Product Disclosure Statement contains all information which theinvestors and their advisers would require and reasonably expect to find inthe Product Disclosure Statement for the purpose of making an informedassessment about investment in the syndicate.

Signature of Promoter________________________________________________

Date______________________________________________________________

I declare that I have read this Product Disclosure Statement shown above inrelation to the 1yo bay gelding by ROCK ‘n’ POP from Alainn.

Statement of Subscriber

Name of Shareholder: ______________________________________________

Address:

Post code

Phone: Mobile

Email:

No of shares:

Signature of Shareholder

Date

19th February 2019