Rapid Nutrition

Prospectus • May 13, 2014

Rapid Nutrition PLC

Prospectus

13 May 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take or the contents of this document you should consult your financial adviser, attorney, accountant or other person authorised under the Financial Services and Markets Act 2000 as amended from time to time (FSMA), who specialises in advising on the acquisition of, or subscription to, shares and other securities.

Any reference in this document to "Issuer" means Rapid Nutrition PLC UK company number 7905640 and includes, where the context requires, companies which form part of the Rapid Nutrition Group. Any statements made by the Issuer are also, where the context requires, statements made for and on behalf of the other members of the Rapid Nutrition Group. Capitalised words used in this Prospectus have special meanings and are defined throughout this Prospectus and otherwise in Section 16.

All monetary amounts set out in this Prospectus are in Euro (which may be denoted by the € symbol) unless expressly stated to be in a different currency. As the primary trading activities of the Group are conducted out of Australia, the accounts and related information are presented in Australian Dollars (which may be denoted by the AU\$ symbol).

This document comprises a Prospectus dated 13 May 2014 relating to the Issuer and the Shares. It has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (FCA) made under Section 73A of the FSMA and has been approved by the FCA in accordance with Section 87A of the FSMA. This Prospectus has been filed with the FCA and will be made available to the public in accordance with the Prospectus Rules. The FCA has not assessed the suitability or eligibility of the Company for admission to the Frankfurt Stock Exchange.

An investment in the Issuer may not be suitable for all recipients of this Prospectus, involves high risk and the whole text of this document should be read, but your attention is, in particular drawn to the section entitled "Risk Factors" in Section 2. Prospective investors should consider carefully whether an investment in the Issuer is suitable for them in the light of their personal circumstances and the financial resources available to them.

The Directors of the Issuer whose names appear in Section 3 of this Prospectus and the Issuer accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Issuers (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

The share capital of the Issuer was previously listed on the GXG First Quote, but has been delisted from that exchange in preparation for listing on the Open Market (Entry Standard) of the Frankfurt Stock Exchange. As a result, on the date of this Prospectus, the share capital is not listed or dealt in on any recognised investment exchange. It is intended that an application will be made for all the Offer Shares to be admitted to trading on the Open Market (Entry Standard) of the Frankfurt Stock Exchange within two months of the date of this Prospectus.

It is emphasised that no application has currently or is intended to be made for the Offer of Shares to be admitted to trading on any exchange other than the Frankfurt Stock Exchange. Nor has any application been made for the admission of the ordinary shares to the Official List or any other Recognised Investment Exchange.

(Incorporated in England and Wales with registered number 7905640 and registered as a public limited company under the Companies Act 2006)

OFFER FOR SUBSCRIPTION OF UP TO 700,000 SHARES OF €1 EACH AT AN OFFER PRICE OF €2.80 PER ORDINARY SHARE

Offer for subscription
Number of Shares available		700,000
Offer Price (per share)		€2.80
Type of shares		Ordinary
Ordinary Share capital of the Issuer	Number	23,888,405
following close of the Offer
(assuming full subscription of the	Amount	€23, 888,405
Offer Shares)
Offer Open Date		19 May 2014
Offer Close Date		22 August 2014

There is no aggregate minimum subscription and the Offer is not conditional. The subscription list for the Offer Shares will open on the Offer Open Date and may be closed at any time thereafter, but not later than 3pm on the Offer Close Date unless, at the discretion of the Directors, it is extended beyond that date. The terms and conditions and procedures for application are set out in this Prospectus and the Application Form is attached to this Prospectus.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy Shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in the United States, Canada, Australia, the Republic of South Africa, or Japan. The Shares have not been and will not be registered under the applicable securities laws of any of the aforementioned countries and may not be offered or sold, subject to certain exceptions, in or to residents or nationals of such countries. The distribution of this Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions.

In addition to paper copies of this Prospectus being available at the Issuer's London Office, this Prospectus, as well as announcements in relation to it and the Issuer, will be published on the Issuer's Website at www.rnplc.com. The electronic version of this document will be in substantially similar form to the paper version, but also includes navigation aids throughout the document to assist readers. Such navigation aids include external links to the Issuer's Website, bookmarks (which may or may not be available in some PDF viewers) and internal links to related content.

1. 2.	Summary Risk Factors	7 22
2.1 2.2	Risk factors relating to the Issuer and its industry 23 Risk factors relating to the Shares 26
3. 4.	Directors, Company Secretary, Registered Office and Advisors Expected Timetable of Principal Events and Offer Statistics	30 32
4.1 4.2	Timetable of Principal Events32 Offer Statistics 32
5.	Details of the Offer	33
5.1 5.2 5.3 5.4 5.5 5.6	Securities33 Terms and Conditions of the Offer 41 Admission to Trading and Dealing Arrangements 44 Expenses of the Issue/Offer44 Dilution44 Major Shareholders45
6. 7.	Letter from the Managing Director Information on the Company and the Group	46 47
7.1 7.2 7.3 7.4 7.5 7.6 7.7	Information About the Issuer47 Business Overview 51 Organisational Structure 60 Property, Plant and Equipment 61 Capital Resources 62 Research and Development64 Trend Information 64
8.	Persons Responsible, Directors, Senior Management and Corporate Governance	65
8.1 8.2 8.3 8.4 8.5	Directors' Responsibility65 Directors' and Senior Management Details, Advisors and Conflicts 65 Remuneration and Benefits70 Board Practices 70 Related Party Transactions73
9.	Reasons for the Offer, Use of Funds	75
9.1	Reasons for Offer and Use of Funds75
10. 10.1 10.2 10.3	Selected Financial Information Revenue Summary 76 Asset and Liability Summary 77 Employees 78	76
11. 11.1	Operating and Financial Review of Rapid Nutrition Overview79	79

11.2 11.3 11.4	Changes in financial condition since interim period ending 31 March 2014 Summary of Operating and Financial Review80 Liquidity and Capital Resources 81	80
12.	Capitalisation and Indebtedness Statement	83
12.1 12.2	Working Capital Statement83 Capitalisation and Indebtedness 83
13.	Historical Financial Information	84
13.1	Condensed Consolidated Statement of Financial Position as at 31 March 2014	.84
14.	Dividend Policy and Legal Proceedings	127
14.1 14.2	Dividend Policy127 Legal and Arbitration Proceedings127
15.	Additional Information	128
15.1	Share Capital 128
15.2	History of Share Capital 128
15.3	Article of Association128
15.4	Material Contracts 131
15.5	Third Party Information and Statement by Experts and Declarations of Interests133
15.6	Documents on Display 133
16.	Definitions	135

1. Summary

Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

		Section A – Introduction and warnings
A.1	Warning	Warning that:  this summary should be read as an introduction to the prospectus;  any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor;  where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and  Civil Liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable.

Section B - Issuer
--------------------

B.1	The legal and	Rapid Nutrition PLC, UK Company Number 7905640
	commercial name of the
	issuer.
B.2	The domicile and legal	The Issuer was incorporated as Rapid Nutrition PLC in England and Wales
	form of the issuer, the	on 11 January 2012.
	legislation under which	The principal legislation under which the Issuer operates is the Companies
	the issuer operates and	Act 2006, to the extent in force, and regulations made thereunder. The
	its country of	liability of the members is limited.
	incorporation.
B.3	Issuer's:	The Rapid Nutrition Business has been operated by an Australian private
	(a) operations	company, Rapid Nutrition Pty Ltd (Australian Company Number 098 389
	(b) principal	836), since 2001. In 2012 Rapid Nutrition PLC was incorporated to become
	activities,	the global holding company for the Rapid Nutrition Business and to acquire
	(c) products and	all of the shares in Rapid Nutrition Pty Ltd for that purpose. On 24 July
	services	2012 Rapid Nutrition Pty Ltd became a wholly owned subsidiary of Rapid
	(d) principal markets	Nutrition PLC.
		Rapid Nutrition specialises in a range of healthcare supplements designed
		to address obesity and exports those products globally. The supplements fit
		into the category of 'Neutraceuticals' being food sources that provide extra
		health benefits over and above the basic nutritional value found in foods.
		The product range includes:
		Leisa's Secret® Brand:
		- Leisa's Secret® Premium Meal Replacement (Shake)
		- Leisa's Secret® Energize (Tablets)
		- Leisa's Secret® Advanced Thermo (Tablets)
		- Leisa's Secret® Resist (Powdered Drink)
		System LS™ Brand :
		- System LS™Accelerate – premium thermogenic formula
		- System LS™Nourish – high-protein shake
		- System LS™ Satisfy – high-fibre bar
		- System LS™ Zest – organic multi-vitamin
		- System LS™ Energize – revitalizing and fat burning shot
		- System LS™ Rise – super grain granola cereal
		The products have all been developed directly by Rapid Nutrition's team of
		dieticians, naturopaths and pharmaceutical specialists and all intellectual
		property is owned by Rapid Nutrition.
		The products are nutritional diet supplements which are intended as
		additions to the diet. They contain concentrated sources of vitamins,
		minerals and other substances such as natural herbs with a nutritional

	benefit.
	Nutritional supplements are regulated in detail by the applicable regulations
	and regulatory body in each country in which Rapid Nutrition operates.
	The Rapid Nutrition products are not pharmaceutical in nature.
	Rapid Nutrition has a broad range of product categories and development
	technologies with different timeframes to the market. A key strength of the
	Company is that it has current revenue and earnings while having
	technologies in development that can ensure sustainable growth.
	The Rapid Nutrition value chain is as follows:
	Manufacture Product Research & Market Entry Registration Appointing and Development a) Finished outsourcing Registering Creation of Product manufacturing finished unique natural to approved products in b) Private Label science-based accredited each new c) Licensing formulas facilities market
	The company has established major distribution relationships in three
	separate regions worldwide and has product registrations and successful
	export business in a number of other countries.
	Rapid Nutrition has exported to and/or is currently distributing into the
	following markets:
	United Kingdom
	Ireland
	Australia
	United States
	India
	China
	Singapore
	Korea
	Ghana
	Rapid Nutrition has successfully completed product registration and

	approval on a selection of its product portfolio in the following countries and
	is currently finalizing distribution arrangements:
	Czech Republic
	Turkey
	Korea
	Thailand
	In Australia in particular Rapid Nutrition has achieved considerable success
	with its flagship products, the Leisa's Secret® range. The Group plans to
	capitalize on the success of Leisa's Secret® by introducing the new
	SystemLS™ range immediately into the Australian and USA markets,
	followed by Europe and the Middle East.
	The company leverages it's product brand recognition for rapid market
	penetration in international markets by establishing strong distribution
	channels and partners. This in turn maximises sales revenue for the
	company by introducing expanded product portfolios into established
	distribution channels. Additionally, this is supported by the implementation
	of strong marketing initiatives and media partners in each market.
	The highest priorities in respect of the weight loss and weight maintenance
	range in the first quarter 2014 is continuing the System LS™ product range
	roll-out in Australia through Woolworths (Australia's largest supermarket
	retailer), commencing the full-scale market entry strategy into the USA and
	expanding distribution agreements in Europe. Long term distribution
	arrangements are already in place throughout Australia, Europe, Asia,
	USA and the Middle East which ensure financial stability in 2014 while
	these growth strategies are implemented.
	The Company's growth plans are conservative to ensure the Company can
	at all times work within its resources and is not reliant on external funding
	to support its growth. The capital raised under this Issue is therefore not
	essential to support the Company's growth strategy, but will allow the
	implementation of the growth strategy to be accelerated.
	Key Commercial Relationships:
	1. Woolworths distribution approval was granted on 16 July 2013, and
	sale through an initial group of Woolworths stores commenced in
	October 2013. Based on feedback to date from Woolworths that
	arrangement is expected to be progressively extended to the full
	820 stores by late 2014.

	2. Joint venture agreement with US-based company Motivate Health
	Technology Inc to distribute SystemLS™ products directly to US
	customers. Contract was executed in August 2011 and major roll
	out into the USA market through that joint venture is commencing
	in the first half of 2014.
	3. US promotional agreement for News USA Inc to provide US\$10m in
	media credits to the Company. This advertising and marketing
	programme will be commenced in conjunction with the Motivate
	joint venture roll-out as referred to above.
	4. Appointment of Verde Fulfillment & Distribution Inc. as the US
	logistics provider to provide US based product storage, ensure
	prompt delivery of goods and manage any returns.
	5. Five year distribution contract with Biolynx Ltd a European distributor
	to increase the volume of shipments into the EU region.
	Australian Sales Growth
	Thanks to strong interest both locally and globally, the new SystemLS™
	organic lifestyle range was recently approved by Woolworths, Australia's
	largest supermarket retailer. Woolworths has 820 stores throughout
	Australia and is one of Australia's largest listed companies. Woolworths
	started to offer the product range in October 2013 through Woolworths new
	concept stores. Sales have exceeded expectations and this distribution
	relationship is expected to grow quickly to extend to all of the 820 stores
	and provide a significant revenue stream for the Company.
	US Product Launch
	The US product launch is a very significant part of the 2014 growth strategy
	for the Company. The launch will consist of two strategies running in
	parallel. Firstly a retail launch direct to consumers which will be
	coordinated and operated by Motivate Health Technology Inc. Motivate has
	a very experienced team for managing direct marketing campaigns and will
	be initiating a radio advertising driven sales process. Secondly, the
	Company will coordinate a wholesale launch to appropriate US distributors
	directly through its own, dedicated US team.
	Retail Launch in the US
	The Company's Q1 2014 Direct Response Product Launch of the

	SystemLS™ natural weight loss product line consists of six products as
	described above. While the products are intended to be used in
	combination and internal sales forecasts are built on package sales, they
	will also be sold separately and it is expected that purchase of one product
	is likely to lead to the purchase of additional, complimentary products.
	The key marketing approach for the retail launch in the US will be radio
	advertising. As the Company's products are designed to be used on an
	ongoing basis customers will typically make repeat purchases and the
	impact of advertising is significantly larger than for products designed for a
	single purchase.
	The break-even point for the US market is sales revenue in the range of
	€400,000 to €470,000 per annum, a volume which Rapid Nutrition expects
	to be able to achieve in the 2014 calendar year based on its current
	forecasts.
	Wholesale Launch in the US
	Secondly, The Company will coordinate the wholesale launch directly with
	its own dedicated US team. Initially this team will consist of four people:
	- Head of US Operations
	- Head of Production
	- Head of Sales & Distribution
	- Brand Director
	The team members have been selected and will commence work for Rapid
	Nutrition in mid-2014. They will work closely with a number the Company's
	key partners in the US who have already made initial introductions to the
	major retail chains.
	In the Company's view there is a high likelihood that this approach will
	result in growth in US sales to the point that the cost of supplying the
	market will lead to growth being limited by the availability of capital to the
	Company. While the Company will be able to fund growth to a reasonable
	level through its own resources, if this Issue is fully subscribed the pace of
	growth is expected to be considerably faster.
	Markets other than Australia and US
	Additionally, the company will continue to build upon its existing

		international markets as well as aggressively expanding its distribution
		channels throughout Europe, Asia and the Middle East into neighbouring
		countries where the company is currently not present.
B.4a	Industry trends affecting	The World Health Organisation (through its website at
	Issuer	http://www.who.int/mediacentre/factsheets/fs311/en/ and
		http://www.who.int/gho/publications.en/ ) has provided the following
		information regarding the health issues which underpin the RNL business :
		• Worldwide obesity has nearly doubled since 1980.
		• In 2008, more than 1.4 billion adults, 20 and older, were overweight. Of
		these over 200 million men and nearly 300 million women were
		obese.
		• 35% of adults aged 20 and over were overweight in 2008, and 11% were
		obese.
		• 65% of the world's population live in countries where overweight and
		obesity kills more people than underweight.
		• More than 40 million children under the age of five were overweight in
		2011.
		• Obesity is preventable.
		Rapid Nutrition seeks to address obesity by making neutraceutical products
		available directly to consumers. A neutraceutical is distinct from a
		pharmaceutical in that it is derived from recognised food sources that
		provide health benefits in addition to their nutritional value as food, whereas
		a pharmaceutical is a compound manufactured from chemicals and/or
		biological materials that are not recognised as food sources and typically
		have no nutritional value.
B.5	If the issuer is part of a	The Issuer is the parent company of Rapid Nutrition Pty Ltd which operates
	group, a description of	the Rapid Nutrition Business. Currently these are the only two companies
	the group and the	in the Rapid Nutrition Group however further subsidiaries will be
	issuer's position within	incorporated as the Rapid Nutrition Business expands.
	the group.

		RAPID NUTRITION PLC Registered Number: 7905640 (UK Incorporated)
				Rapid Nutrition Pty Ltd
				Registered Number: 098 389 836
				(Australia Incorporated)
B.6	Notifiable interests							The following table shows all shareholders with interests of greater than 4%
	under Issuer's national							in the Issuer. Please note that values are rounded to two decimal places.
	laws	Investor Name		Percent		Percent
				Shareholding of		Shareholding
				Issuer (prior to		Issuer (after at
				offer)		full subscription
		JBG Corp Pty		44.72%		43.41%
		Ltd as trustee
		for the St
		Ledger Family
		Trust
		Jenepe IPO		21.66%		21.02%
		Capital S.P.
		Motivate Health		6.06%		5.88%
		Technology Inc
		Late Afternoon		4.35%		4.22%
		investments Pty Ltd as trustee
		for the Late
		Afternoon Trust
		Mancot Equities		4.32%		4.19%
		Pty Ltd as
		trustee for the
		HGA

		Superannuation
		Trust
			The major Shareholders have the same voting rights as all other
			Shareholders. There are no additional rights associated with the Shares
			which have any effect on control of the Issuer. There are no measures in
			place to prevent the rights of the majority shareholders being abused.
B.7	Key historical financial information		Period from 1 July 2013 to 31 March 2014 (Auditor's review) AU\$	Period from 11 January 2012 to 30 June 2013 (audited) AU\$	Period from 1 July 2010 to 10 January 2012 (audited) AU\$
		Revenue	1,561,124	474,897	66,234
		Cost of sales
		Opening inventory	(160,967)	(33,623)	(33,623)
		Direct costs	(457.778)	(451,001)	(20,025)
		Closing inventory	123,886	160,967	33,623
		Gross profit	1,066,265	151,240	46,209
		Gain on foreign exchange	316,652	329,634	-
		Administrative expenses	(312,736)	(817,466)	(97,379)
		Operating loss	1,070,181	(336,592)	(51,170)
		Unrealised gain on financial assets	1,478,990	2,835,585	-
		Profit/(loss) before tax	2,549,171	2,498,993	(51,170)
		Tax expense	(313,781)	(728,000)	-
		Net profit/(loss) for the period attributable to members of the Company	2,235,390	1,770,993	(51,170)
		Other comprehensive income	-	-	-
		Total comprehensive income for the period attributable to members of the Company	2,235,390	1,770,993	(51,170)

Basic & diluted earnings per share	0.016	0.013
	31 March 2014 (Auditor's review) AU\$	30 June 2013 (audited) AU\$	10 January 2012 (audited) AU\$
Current assets Cash and cash equivalents	1,945	13,274
Trade and other receivables	1,911,623	353,803	371
Inventory	123,886	160,967	33,623
Financial assets	4,960,860	3,165,218
Other assets	576,687	576,687
Total current assets	7,575,001	4,269,949	33,994
Non-current assets Property, plant and equipment	49,555	78,947	4,509
Intangible assets	2,105	2,105	-
Total non-current assets	51,660	81,052	4,509
Total assets	7,626,661	4,351,001	38,503
Current liabilities Trade and other payables	763,177	276,811	68,361
Borrowings	1,247,212	1,014,876	4,656
Other payables	9,729	568	2,944
Total current liabilities	2,020,118	1,292,255	75,961
Non-current liabilities
Borrowings	74,517	75,891	-
Deferred tax liabilities	1,041,781	728,000	-
Total non-current liabilities	1,116,298	803,891	-
Total liabilities	3,136,416	2,096,146	75,961
Net assets	4,490,245	2,254,855	(37,458)
Equity
Shares	26,972,594	26,972,594	373,863
Merger reserve	(26,077,411)	(26,077,411)	-
Retained earnings	3,595,062	1,359,672	(411,321)
Total equity and

		The period for which accounts have been provided above has seen Rapid Nutrition take a significant step forward by converting to a public company which has been successfully admitted to the GXG Stock Exchange. While this was only a transition step to listing on the Open Market (Entry Standard) of the Frankfurt Stock Exchange the GXG step resulted in Rapid Nutrition implementing a high level or corporate compliance by engaging and assembling an experienced corporate team, board of directors and advisors as well as an independent company secretary. These are all
		essential elements for laying a strong foundation for the company's future success and overall global growth strategy.
		By putting in place the necessary infrastructure of a new public company has resulted in the company incurring significantly more expenses 'above and beyond' its normal operational costs. Added to this the Subsidiary has been in the research and development stage over the past 12 months for
		its new System LS™ lifestyle range which was launched in the US and
		Australia in October 2013. Rapid Nutrition also incurred a significant logistics hurdle with its Asia
		operations where FDA requirements for natural healthcare products
		changed, just after the company had shifted its manufacturing to the US
		and completed a large production run for Asia. This was a major set back in
		the company's anticipated revenue for the period, with the company having
		to hold back several thousand customer inquiries and anticipated orders in
		Asia as a result. The company is currently working through the process and
		has put in place several 'risk management' procedures to ensure this is
		avoided in any future production.
		Whilst the board acknowledges the financial accounts may not yet show
		large cash profits, the board firmly believes that the commencement of
		profitable operations is as a result of the foundation which has been laid
		over the past 12 months.
		There have been no significant changes to the financial position or
		operating results since 31 March 2014.
B.8	Selected key pro forma financial information	Not applicable.
B.9	Where a profit forecast or estimate is made, state the figure.	Not applicable

B.10	Audit report qualifications	The Issuer's auditors believe that the Rapid Nutrition Group's ability to continue as a going concern is dependent on the Rapid Nutrition Group receiving monies owed by trade receivables, and successfully realising revenue growth via the Group's plans to launch their new product lines in the coming year. Without the above funding arrangements coming to fruition, certain events may cast doubt on the Group's ability to continue as a going concern.
B.11	Working capital	In the opinion of the Issuer, taking into account the availability of further unsecured shareholder loans in the amount of up to €500,000, the Group has sufficient working capital to meet its present requirements, that is for at least the next 12 months following the date of this Prospectus.

		Section C - Securities
C.1	Securities on offer	Ordinary Shares, International Securities Identification Number (ISIN)
		GB00BLG2TX24
C.2	Currency of the	Euro (€)
	securities issue.
C.3	Pre-Offer Shares on	As of the date of this Prospectus the Issuer has an authorised share capital
	issue	of 23,188,405 ordinary shares, all of which are issued and fully paid. The
		Shares have a nominal value (par value) of £1.00.
C.4	Rights attaching to the	Subject to any limitations imposed by third parties such as CREST or
	Shares	Clearstream, the Offer Shares include the right to attend company
		meetings of shareholders, vote, and receive dividends and rank equally
		with the existing Shares of the Issuer.
C.5	A description of any	There are no restrictions on the free transferability of the Offer Shares.
	restrictions on the free
	transferability of the
	securities.
C.6	Shares subject to	Not applicable. While the shares will be the subject of an application for
	application for	listing on the Entry Standard of the Frankfurt Stock Exchange, it is not a
	admission to trading	regulated market.
C.7	Dividend policy.	No dividend policy has currently been agreed or tabled by the Board.

		Section D - Risks
D.1	Key risks relating to the	If the Issuer raises insufficient capital it will delay the US product launch
	Issuer and its industry	and will slow the expansion of the Rapid Nutrition Business.

		If regulatory requirements change for product registration in one or more of the Rapid Nutrition markets the Issuer may have to withdraw specific products from markets where regulation cannot be dealt with, and this will result in an associated decrease in revenues and profits. Increase in competition and in raw materials costs for production of inventory may result in increased costs of manufacturing for the Rapid Nutrition Group, in which case either the profit margin will be reduced or the price will need to be increased which may reduce the overall turnover, both of which may impact negatively on the profit generated by the Issuer.
		New trading terms negotiated for entry into the US market are likely to impact negatively on cash-flow and if insufficient capital reserves are available then this is likely to restrict the growth of the Rapid Nutrition Business in that market.
D.3	Key risks relating to the Shares	Should the Issuer or any member of the Rapid Nutrition Group not operate profitably this may have an adverse effect on the Issuer's ability to pay dividends to shareholders. The Entry Standard of the Frankfurt Stock Exchange is not a market regulated by EU or national legislation in the usual sense, and as such the listing and trading of the Shares on the Entry Standard does not have the
		same level of transparency and protection that a listing on a regulated exchange would have.

		Section E - Offer
E.1	Expenses relating to	The Issuer anticipates that upon full subscription of the Offer, the Issuer will
	Offer	have raised €1,960,000. The costs of the Offer and the listing process have
		been inextricably connected, but in any event the Issuer anticipates the
		costs of both the Offer, including and the proposed listing on the Entry
		Standard to not exceed €300,000.
		The costs associated with the Offer will be paid by the Issuer.
E.2a	Reasons for the offer,	This offer will be used primarily to accelerate the Group's growth by funding
	use of proceeds	increased product marketing, larger inventory holdings (in order to reduce
		cost of goods sold) and to pay the costs of the offer and listing processes.
		The funding of increased inventory holdings will also have a positive impact
		on the working capital available to the Group in that it will reduce the extent

			of the Issuer's reliance on accounts receivable payments being made
		promptly and in full.
		Use of Funds			Estimated Net Amount €
					Fully Subscribed Offer
		•	Inventory - Increase inventory	€1,000,000
			holdings in order to reduce
			manufacturing COGS.
		•	Cost of offer and listing process	€300,000
		•	Marketing – accelerated media	€660,000
			strategy for faster market penetration
			and revenue.
		Total		€1,960,000
E.3	Terms and conditions of	a.	There is no aggregate minimum subscription and the Offer is not
	the Offer		conditional.
		b.	Applications must be for at least 5,000 Shares and then in
			multiples of 2,000 Shares.
		c.	The issue price is €2.80 per Share.
		d.	The subscription list for the Offer Shares will open on 19 May 2014
			(Offer Open Date) and may be closed at any time thereafter, but
			not later than 3pm on 22 August 2014 (Offer Close Date) unless, at
			the discretion of the Directors, it is extended beyond that date.
E.4	Material interests and		The following table demonstrates the notifiable interests (greater than 4
	conflicts		percent) in the issuer, of Directors and managers within the issuer. Please
			note the values are rounded to two decimal places.
				Percentage	Percentage
				shareholding of	shareholding of
		Name	Investor Name	Issuer (prior to	Issuer (after
				offer)	offer at full
					subscription)
		Simon St	JBG Corp Pty Ltd as
		Ledger	trustee for the St
		and Leisa	Ledger Family Trust	44.72%	43.41%
		St Ledger
E.5	Name of the person or		Rapid Nutrition PLC is issuer of the security. All Shareholders have entered

	entity offering to sell the	into a voluntary holding lock of their shares which prevents them from
	security.	disposing their shares on Market for 12 months from the date of the Listing.
	Lock-up agreements:
	the parties involved;	The directors will nominate at least 10% of the issued shares as being
	and indication of the	freely tradeable (without a holding lock) in the course of the application to
	period of the lock up.	list the Shares on the Entry Standard of the Frankfurt Stock Exchange.
E.6	Dilution resulting from	The Existing Ordinary Shares will represent approximately 96.98% of the
	Offer	total issued Ordinary Shares in the event that the Offer is fully subscribed.
E.7	Estimated expenses	Not applicable; there are no expenses charged to the investor by the
	charged to the investor	Issuer.
	by the issuer or the
	offeror.

2. Risk Factors

The business activities of the Issuer are subject to various risks that may impact on the future performance of the Issuer. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Issuer and cannot be mitigated. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Shares. The material risk factors are included in this Part 2.

The following list of risk factors are those considered to be material risks by the Board and ought not to be taken as an exhaustive list of the risks faced by the Issuer or by investors in the Issuer. The following factors may in the future materially affect the financial performance of the Issuer and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that an investment in the Issuer is high risk, speculative, and should consult their professional advisers before deciding whether to apply for Shares pursuant to the Offer contained in this Prospectus.

2.1.1	Economic
	The Rapid Nutrition Group consists of companies located in Australia and the UK and
	servicing markets in those and other countries. Changes in Australia, the United Kingdom
	and world economic conditions generally may adversely affect the financial performance of
	any one or more of the members of the Rapid Nutrition Group, and therefore the Issuer.
	Factors such as inflation, currency fluctuations, interest rates, industrial disruption and
	economic growth may impact on future operations and earnings.
	The Issuer's future business prospects rely on particular raw material commodity pricing to
	remain consistent with market trends. Economic changes that result in significant increases
	in prices and that continue for long periods would have an adverse effect on the revenue and
	viability of the Issuer.
2.1.2	Limited history and new ventures
	The Issuer has only relatively recently completed the acquisition of the Australian Subsidiary,
	and the subsidiary is engaged in ongoing market and product development. It therefore has
	a limited operating history on which an evaluation of its prospects can be made.
	The prospects of the Issuer must be considered in light of the risks, expenses and difficulties
	frequently encountered by investing in companies developing products, particularly in heavily
	regulated industries such as the food industry, which are subject to commercial uncertainties
	relating to applications and approvals processes.
	If the Issuer and its senior management cannot adequately address the uncertainties and
	risks associated with its limited history and in any new ventures that it pursues, this may
	have a significant detrimental impact on the operations and profitability of the Issuer and the
	Group.
2.1.3	Competition
	The Issuer's subsidiary competes with other companies, including major competitors in its
	industry. These competitors will likely have greater financial and other resources than the
	Issuer, and as a result, may be in a better position to compete for future business
	opportunities. Many of the Issuer's competitors compete directly with its products and
	services in the market place. There can be no assurance that the Issuer can compete
	effectively with these competitors.
2.1.4	Consumer Behaviour
	The Group operates in a discretionary consumer market which is heavily dependent on
	consumer preferences, trends and behaviours. The preferences, trends and behaviours may
	change over time in ways over which the Group has no control, and which result in
	decreasing sales of the Group's products.
2.1.5	Insufficient insurance and risk cover
	While the Issuer maintains insurance covering various risks and in such amounts as it

2.1 Risk factors relating to the Issuer and its industry

	believes reasonable, such insurance may not be sufficient to cover losses in certain
	circumstances which could have a material adverse effect on its business, its results, its
	balance sheet and its financial position.
	Also, changes in regulations or an increase in claim events, particularly in the event of an
	incident resulting in increased premiums, could have a material adverse effect on the
	Issuer's profits, its results, its balance sheet and its financial position.
2.1.6	Regulatory– procurement and maintenance of approvals
	In Australia, herbal, vitamin and mineral products with therapeutic claims are classified and
	regulated as ''complimentary medicines' under the Therapeutic Goods Act 1989. The
	Therapeutic Goods Administration (TGA) is Australia's national regulator of therapeutic
	goods, including complimentary medicines. Each such product must be entered in the
	Australian Register of Therapeutic Goods and be manufactured in accordance with an
	approved process before it can be made available for sale in Australia.
	Other regimes differ in the rigour and detail of their supervisory systems, however some
	approval process is required in most of the countries in which the Issuer or its subsidiary operate.
	As a result there is a risk that the Company may be unable to develop and manufacture
	products that meet all of the regulatory requirements in one or all of the countries in which it
	wishes to market. Failure to obtain necessary approvals or maintain such approvals may
	cause the Company to stop selling the products to such markets, increase costs, or frustrate
	delivery to such markets; and consequently have a material detrimental impact on the
	Company's performance.
2.1.7	Product Quality
	In the event that there are any issues with the Group's raw materials, manufacturing
	processes or supply chain there may be contamination of the Group's products resulting in a
	product that is undesirable or harmful to consumers. Such contamination could result in a
	negative reaction from or health problems for consumers.
	Any such issues could have a serious impact on the sales of the Group's products,
	potentially across the entire product range, with a resulting drop in revenues and profits for
	the Group.
2.1.8	Product Development
	The Group has a relatively small number of products in a limited number of markets, and so
	the revenue will be affected if one of these products or markets encounters problems. Such
	problems could include demographic trends, macro-economic conditions, regulatory
	changes or changing customer preferences/
	Due to the inherent risks involved in creating new technology and products, there is also a

	risk that development costs will be overspent or spent without resulting in a successful
	product, resulting in increased capital requirements, which may cause delays or cancellation
	of the release of products.
2.1.9	Cost of remaining competitive
	One of the competitive advantages claimed by the Company, and on which many of its sales
	targets are based, is the superior performance of its product. Competitors may release
	products that make these claims redundant and additional development expenditure may be
	required to maintain the market positioning.
2.1.10	Varying jurisdiction and laws
	The business supplies its products in a number of jurisdictions. These jurisdictions are the
	subject of different legal systems and laws. If the business or its personnel are not
	conversant with the laws of the jurisdiction in which the products are being delivered, liability
	may attach to the Issuer, its Australian Subsidiary or its personnel, as the case may be, and
	cause delay, losses or other impediments to the continued operation of the business in one
	or more jurisdictions. This may have an adverse effect on the Issuer's profits, its trading
	results, its balance sheet and its financial position.
2.1.11	Raw materials procurement costs
	The Company is using a variety of materials in order to achieve the performance
	characteristics of its products. There are risks that materials will not be available at an
	acceptable cost, on time or at all, resulting in failure to meet performance specifications, or
	inability to manufacture product to schedule.
2.1.12	Underachieving sales performance risk
	Due to the nature of the market for natural health supplement products the perceived value
	and desirability of the product may be affected by press reports, reviews, competitor
	advertising and other unknown factors. This could affect the capability of the Company to
	achieve its sales targets.
2.1.13	Dependence on key personnel
	The Company is heavily reliant on key personnel. The Issuer's future depends, in part, on its
	ability to attract and retain key personnel. It may not be able to hire and retain such
	personnel at compensation levels consistent with its existing or intended compensation and
	salary structure. Its future also depends on the continued contributions of its executive
	management team and other key management and technical personnel, the loss of whose
	services may be difficult to replace.
2.1.14	Distance from existing and planned markets
	The business operates in a number of markets, and is planning on ventures into many
	additional markets. Both existing and planned markets can be long distances away from the
	Australian Subsidiary's headquarters. Such distances require staff and suppliers to travel for
	extended periods and can be subject to delays, cancellations and other factors which may

at all. Delays and cancellations may have immediate or ongoing consequences for the
customers and the business relationship with them. As a result, this may have an adverse
effect on the Issuer's profits, its results, its balance sheet and its financial position.

2.2 Risk factors relating to the Shares

2.2.1	Dividend risks
	If one or more businesses operated by the Issuer are not profitable, or the Issuer is not
	managed effectively so that profits made in one business must be used to fund another, this
	may have an adverse effect on the Issuer as a whole and the Issuer may not be profitable.
	Consequently, the Issuer would not be able to pay, and shareholders may not receive,
	dividends.
	Pursuant to the dividend policy, the Issuer may determine that it will not pay dividends at any
	time or any future time. Consequently the shareholders would not receive dividends for the
	affected period or future period as the case may be.
2.2.2	No Prior market for shares
	While the Issuer's shares have not been previously listed on a regulated market, they have
	been listed on the GXG First Quote. The GXG First Quote is not a full public exchange,
	however it does allow for the creation of a market in the listed company's shares. The Issuer
	delisted from the GXG First Quote in February 2014 in anticipation of applying for admission
	on the Entry Standard of the Frankfurt Stock Exchange. Despite being listed on the GXG First
	Quote there was no material trading of the Issuer's shares through that exchange.
2.2.3	Post Offer Share Price may fluctuate considerably
	In recent years, the stock markets have experienced significant fluctuations that often have
	had nothing to do with the results of the companies whose shares have been traded thereon.
	Market fluctuations and economic conditions in the current economic environment may
	increase the volatility of the Shares. The market for the Shares may be influenced by economic
	and market conditions and, to varying degrees, interest rates, currency exchange rates and
	inflation rates in other European and other industrialised countries.
	As a result, the price of the Shares following the Offer may be highly volatile. Factors that may
	affect the share price include:
	a. developments that impact the financial results of the Issuer and fluctuations in the financial
	results of the Issuer;
	b. changes in market expectations about the valuation of the Issuer;
	c. investors' assessments of the Issuer as well as changes in the valuation of its competitors
	and the industries and markets in which it operates;
	d. investors' perception as to the success and impact of this Offer and the strategy described
	in this Prospectus;
	e. changes in general conditions in the economy or the financial markets and other

	developments affecting the Issuer, its subsidiary or its competitors; and
	f. potential litigation or regulatory action involving the Issuer and/or its subsidiary or industry
	sectors influencing the businesses of the Issuer and/or its subsidiary.
	There can be no assurance that events in Germany, the United Kingdom, Australia, Europe, or
	elsewhere will not cause market volatility or that such volatility will not adversely affect the
	price of the Shares or that economic and market conditions will not have any other adverse
	effect.
2.2.4	Sale of substantial numbers of shares following the Offer
	Sales of a substantial number of Shares in the public market following the Offer, or the
	perception that these sales might occur, could adversely affect the prevailing market price for
	the Shares and materially impair the Issuer's future ability to raise capital through offers of
	Shares or securities relating to the Shares.
	Upon completion of the Offer and at Full Subscription, the Issuer will have a total of 23,888,405
	Shares on issue, of which 2,388,840 will be freely tradeable. The remaining Shares, which will
	total 21,499,565, including Shares held by the Directors, will be subject to a lock-up of 12
	months from 1 March 2014. After this lock-up period expires, these Shares may be sold in the
	public market. If a large number of Shares are sold in the public market at once, the market
	price of the Shares could fall significantly.
2.2.5	Risks arising from the Shares being traded on a stock market not regulated by the EU
	and national legislation
	In Europe, there are two ways to access the capital market:
	a. securities can be admitted to and traded at EU-regulated markets (defined as Organised
	Markets or Regulated Markets under the European Directive 2001/34/EC and as defined
	in respective national legislation, such as Section 2, paragraph 5 of the German Securities
	Trading Act (Wertpapierhandelsgesetz – WpHG)); or
	b. alternatively, securities can be traded on stock markets which are regulated by the stock
	exchanges themselves (Stock Exchange Regulated Markets).
	The Organised Markets or Regulated Markets are governed by national securities laws. In
	Germany, the Organised or Regulated Markets are governed, inter alia, by the German
	Securities Trading Act. The Stock Exchange-Regulated Markets are generally governed by
	private law, with only limited application of the statutory provisions of the German Securities
	Trading Act, such as a prohibition of insider trading and market abuse.
	The German Stock Exchange-Regulated Markets are established in accordance with Section
	48 of the German Stock Exchange Act (Börsengesetz) and governed by private law of the
	respective stock markets' General Terms and Conditions.
	Entry Standard as a segment of the Open Market at Frankfurt Stock Exchange (Frankfurter
	Wertpapierbörse) is a Stock Exchange Regulated Market and therefore not an Organised
	Market or Regulated Market as defined under the European Directive 2001/34/EC and Section
	2 paragraph 5 of the German Securities Trading Act.

2.2.8	Trading risks – dilution
	Shareholders.
	Issuer's financial position and prospects and its ability to distribute dividends to its
	Issuer. The impact of such unfavourable currency exchange rates may materially affect the
	increases the relevant exchange rates for those revenues may have a similar impact on the
	converted into British pounds sterling. As trading volume with the USA and other countries
	may cause profits realised in Australia, in Australian dollars, to be of less value when
	Large fluctuations in the comparable value of British pounds sterling and the Australian Dollar
	in the past are likely to do so in the future.
	Australian dollars. The exchange rates between these currencies have fluctuated significantly
	consequence its revenues are denominated in a combination of British pounds sterling and
	The Issuer is based in the United Kingdom, and has a subsidiary in Australia. As a
2.2.7	Currency and exchange rate risks
	f. terrorism or other hostilities.
	e. the demand for, and supply of, capital; and
	d. changes in investor sentiment;
	c. currency fluctuations;
	b. interest rates and inflation rates;
	a. general economic outlook;
	many factors such as:
	regardless of the Issuer's operating performance. Share market conditions are affected by
	Further, share market conditions may affect the value of the Issuer's quoted securities
2.2.6	General factors affecting value of shares
	the outstanding shareholders.
	Takeover Act, such as the obligation of controlling shareholders to make a mandatory offer to
	Shareholders, are not protected by the provisions of the German Securities Acquisition and
	have an influence on the Share price. Shareholders of the Issuer, and in particular minority
	particular major Shareholders or controlling Shareholders, certain inside information that may
	information for Shareholders regarding, inter alia, the shareholdings of other Shareholders, in
	certain German legislation relating to the holding and trading of securities may lead to a lack of
	The listing and trading of the Shares at Entry Standard and the non-application to the Issuer of
	applicable to the Issuer.
	rights are not applicable to shares being traded at Entry Standard, and therefore will not be
	relating to notification, publication and transmission of changes in the percentage of voting
	inside information by an issuer and the provisions in the German Securities Trading Act
	the German Securities Trading Act regarding the notification, publication and transmission of
	shares which are traded on Stock Exchange Regulated Markets. In particular, the provisions in
	Certain German legislation relating to the holding and trading of securities is not applicable to

Under English law, shareholders usually have pre-emption rights to subscribe on a pro-rata
basis for the cash issues of new shares. In the event that the Issuer was to carry out such
issues in the future, certain shareholders may not be able to participate in such issue and
would accordingly have their percentage interest in the Issuer Diluted.

3. Directors, Company Secretary, Registered Office and Advisors

PARTY	DETAILS
Issuer:	Rapid Nutrition PLC
	Registered Office
	nd Floor 2
	145-157 St John Street
	London EC 1V 4PY
	United Kingdom
	Principal Place of Business
	40-46 Nestor Drive
	Meadowbrook Qld 4131
	Australia
	Ph: +61 7 3200 4222
Directors of the Issuer:	Mr Simon St Ledger
	Mr Malcolm Sinclair
	Mr Vaidyanathan Nateshan
Company Secretary:	Nick Lindsay
	Elemental CoSec Limited
	27 Old Gloucester Street
	London WC1N 3AX
	United Kingdom
Auditor of the Issuer:	KSI (WA)
	Level 1 1304 Hay St
	West Perth WA 6005
	Australia
	(member of the Institute of Chartered Accountants in
	England and Wales)
Accountant of the Issuer:	CatalystBPO Pty Ltd
	Level 3 46 Ord Street
	West Perth WA 6005
	Australia
Australian Subsidiary:	Rapid Nutrition Pty Ltd
	40-46 Nestor Drive
	Meadowbrook Qld 4131
	Australia
Auditor of the Australian	KSI (WA)
	Level 1 1304 Hay St

Subsidiary:	West Perth WA 6005
	Australia
Accountant of the Australian	Spiro Hazidavis, Accountant & Tax Agent
Subsidiary:	Level 1 198 Old Cleveland Road Coorparoo QLD
	4151
	Australia
Lawyers of the Australian	Argus Lawyers
Subsidiary:	Level 11, 535 Bourke Street
	Melbourne Vic 3000
	Australia
Listing Partner and Co-ordinator of	Süddeutsche Aktienbank AG
Offer	Kronenstrasse 30
	D-70174
	Stuttgart
	Germany
Company registrar:	Equiniti Limited of Aspect House,
	Spencer Road Lancing
	West Sussex BN99 60A
UK Custodian (UK):	Equiniti Limited of Aspect House,
	Spencer Road Lancing
	West Sussex BN99 60A

4. Expected Timetable of Principal Events and Offer Statistics

4.1	Timetable of Principal Events
	13 May 2014 Approval of Prospectus by the FCA, notification of the Prospectus by the
	FCA to the German Federal Financial Supervisory Authority (Bundesanstalt für
	Finanzdienstleistungsaufsicht – "Bafin")
	16 May 2014 Publication of the Prospectus as approved by FCA to BaFin on Issuers Website
	19 May 2014 Offer Open date
	22 August 2014 Offer Close date
	27 August 2014 Acceptance of applications
	29 August 2014 Allotment of shares
	12 September 2014 Issue of share certificates/placement on automated transaction
	system (xetra or equivalent)
4.2	Offer Statistics
	Offer Price €2.80
	Number of Ordinary Shares on issue prior to Offer 23,188,405
	Number of Ordinary Shares being offered in the Offer (excluding any Over-allotment
	Shares) 700,000
	Percentage of the Company's issued share capital being offered in the Offer 3.02%
	Estimated gross proceeds of the Offer receivable by the Company €1,960,000
	Expected market capitalisation of the Company at the Offer Price €66,887,534

5. Details of the Offer

5.1 Securities

5.1.1	Type and class of securities
	The Shares, including the Offer Shares, are ordinary shares in the Issuer. The Shares in
	the Issuer were created under the Act and are regulated by the Financial Services and
	Markets Act. The liability of the members of the Company is limited to the value of their
	respective shareholding.
5.1.2	Listing and Trading
5.1.2.1	Admission to Entry Standard
	Inclusion of the Offer Shares to trading on the Open Market in the Entry Standard segment
	of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and commencement of
	trading of the Offer Shares on the Frankfurt Stock Exchange (Frankfurter
	Wertpapierbörse) on the Entry Standard is expected to take place during the month of
	June 2014
	The inclusion of the Offer Shares to trading on the Entry Standard segment of the
	Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is subject to the relevant
	provisions within the Exchange Rules for the Frankfurt Stock Exchange (Frankfurter
	Wertpapierbörse) (Börsenordnung für die Frankfurter Wertpapierbörse) as of 16
	December 2013 and the General Terms and Conditions of Deutsche Börse AG for the
	Regulated Unofficial Market (Freiverkehr) on the Frankfurt Stock Exchange (Allgemeine
	Geschäftsbedingungen der Deutsche Börse AG für den Freiverkehr an der Frankfurter
	Wertpapierbörse) as of 26 July 2013.
	The provisions in the German Securities Trading Act regarding the notification, publication
	and transmission of inside information and the provisions in the German Securities
	Trading Act relating to notification, publication and transmission of changes in the
	percentage of voting rights are not applicable to shares being traded at Entry Standard,
	and therefore not applicable to the Issuer.
	Similarly, as the Entry Standard is not an "organised" or "regulated market", the German
	Securities Acquisition and Takeover Act (Wertpapierübernahmegesetz – WpÜG) is not
	applicable to shares being traded at Entry Standard, and therefore not applicable to the
	Issuer. The Issuer is, however, currently subject to the provisions of the UK City Code on
	Takeovers and Mergers.
	With regard to the Issuer's Shares being traded on a stock market not regulated by EU
	regulations and national statutory law, please also see the
5.1.2.2	Clearing Codes

	The International Securities Identification Number (ISIN) is GB00BLG2TX24. The German
	Securities Identification Number (WKN) is A110V1.The Frankfurt Stock Exchange ticker
	symbol is expected to be RNP and will be issued soon after this Prospectus has been
	passported from the UKLA to BaFin.
	Any further clearing codes or identification numbers that apply to the Shares will be
	published on the Website.
5.1.2.3	Paying Agent
	As long as the Shares are listed on the Entry Standard, the Issuer will maintain a principal
	paying agent (Zahlstelle) in Germany. The Issuer is yet to appoint the principal paying
	agent and will provide details on the Website once the appointment has been made.
5.1.2.4	Expenses
	The Issuer will pay all brokerage and placing fees associated with the Offer. The Issuer
	will also pay incidental costs such as insurance, accounting, tax advice and certain legal
	fees relating to the Issuer which the Issuer estimates will not exceed €50,000.
5.1.2.5	Form of the Shares, settlement and clearing
	Initially, no share certificates will be issued for the Offer Shares, and share certificates will
	not be available for physical delivery to individuals in the Offer. Delivery of the Offer
	Shares will be made in book-entry form through the facilities of CREST and Clearstream.
5.1.2.6	Admission of Shares to Crest
	The Articles permit the holding of Shares under the CREST system and the Issuer will
	apply for the Offer Shares to be admitted to CREST with effect from admission to trading
	and listing.
	CREST is a paperless settlement procedure operated by Euroclear UK & Ireland Limited
	enabling securities to be evidenced otherwise than by a certificate and transferred
	otherwise than by a written instrument. Accordingly, settlement of transactions involving
	the transfer of legal title to Shares held in uncertificated form following admission to trading
	and listing will take place within the CREST system.
	CREST is a voluntary system. Following admission to listing and trading, holders of
	Shares who wish to receive and retain share certificates will be able to do so. However, it
	is not permitted for Share certificates to be issued in respect of Shares which are
	simultaneously admitted to CREST.
	Shareholders who wish to hold their Shares in certificated form would need to withdraw
	their Shares from CREST and would not be able to settle transactions in such Shares
	through CREST (or through Clearstream) without first submitting the certificates for
	dematerialisation into CREST.
	No provision has been made for physical settlement of Shares held in certificated form in
	connection with the Issuer's listing and inclusion to trading on the Entry Standard.
5.1.2.7	Transfer of Shares from CREST to Clearstream
	Upon admission to trading and listing, all the Offer Shares will be delivered through

	CREST to the UK Custodian on behalf of Clearstream.
5.1.2.8	Representation and Form of Shares for trading in Clearstream
	The interests in the Offer Shares will be traded in electronic form on the Entry Standard.
	The UK Custodian will be the legal owner of the Shares in accordance with the laws of
	England and Wales.
	The Offer Shares being transferred into CREST and held by the UK Custodian on behalf
	of Clearstream are traded in Clearstream by way of co-ownership in a global bearer
	certificate issued by Clearstream for the Offer Shares. The global bearer certificate
	duplicates the Offer Shares. The duplicate certification in a global bearer certificate is
	required because registered shares of English companies do not fulfil the legal
	requirements for tradable securities under German securities and depositary laws.
	Accordingly, for the purpose of good delivery of the Offer Shares to Entry Standard,
	Clearstream will issue the global bearer certificate for the relevant number of Offer Shares
	to be included to trading at Entry Standard.
	The co-ownership in the global bearer certificate conveys to the co-owner (i.e. the
	beneficial owner of the Shares held by the UK Custodian on behalf of Clearstream),
	through his or her depositary bank and in proportion to his or her share in the global
	bearer certificate, all rights arising from the Shares. Cash dividends will be passed on by
	Clearstream to the co-owner in his or her capacity as the beneficial Shareholder.
	The same applies to the exercise and/or benefit of other shareholder rights, such as
	subscription rights, stock dividends, and shares from stock splits. Any holder of Shares
	being admitted to CREST and traded through Clearstream shall be entitled, at his or her
	expense, to have his or her Shares delivered through his or her depositary bank to the UK
	Custodian, for crediting them to the safe custody account of Clearstream against issuance
	of corresponding co-ownership shares in the global bearer certificate.
	In the event of any change in the number of Shares represented by the global bearer
	certificate (e.g. in cases of deliveries to the safe custody account, withdrawals from the
	safe custody account or allotment of Shares), Clearstream shall amend the global bearer
	certificate accordingly.
5.1.2.9	Delivery of the Offer Shares to investors in the Offer
	The Offer Shares will be credited by Clearstream to the accounts of institutions (brokerage
	houses and depository banks) that participate in Clearstream ("Clearstream
	Participants"). The Clearstream Participants, in turn, will credit the Offer Shares to the
	accounts held with them by investors in the Offer or by those investors' nominees in
	accordance with settlement instructions placed by investors and in a manner and time as
	instructed by the Issuer. Payment for the Offer Shares will be effected in Euros, unless
	otherwise agreed between the Issuer and the Applicant.
	Subsequent settlement of transactions made on Entry Standard will be made in book-entry
	form through the facilities of Clearstream only.

5.1.2.10		Holding of the Shares held through Clearstream
		Neither the Clearstream Participants (shown in the records of Clearstream), nor the
		persons shown in the records of such Clearstream Participants as owners of the Shares
		held through Clearstream will:
	(a)	have the Shares registered in their names in the Issuer's register of members;
	(b)	receive physical delivery of definitive certificates evidencing their interest in the
		Shares; or
	(c)	be considered the registered holders of the Shares in accordance with the laws of England and Wales.
		Accordingly, such persons will not necessarily be considered as shareholders for the
		purpose of the laws of England and Wales in respect of the Shares they hold through
	Clearstream.
		Instead, the UK Custodian will be entered in the Issuer's register of members as the
		registered holder of such Shares and will, for the purpose of the laws of England and
		Wales, be considered to have legal title to the Shares (subject to the beneficial interests of
		investors who hold their Shares through Clearstream).
		In order to become the registered holder of the Shares they hold through Clearstream,
		such investors would need to instruct the UK Custodian (or to instruct the Clearstream
		Participant which holds their Shares through Clearstream on their behalf to instruct the UK
		Custodian) to withdraw the relevant number of Shares from Clearstream and CREST, and
		notify the Issuer or its share registrar of the persons to whom physical share certificates
		should be issued. However, such certificated Shares would not be capable of settlement
		through Clearstream (nor CREST) and would need to be resubmitted to CREST for
		dematerialisation and transfer to the UK Custodian if that shareholder subsequently
		wished to be able to settle transactions in those Shares through Clearstream.
		Transaction on Shares effected on the Entry Standard
5.1.2.11		Investors who hold their Shares through Clearstream will be able to transfer such Shares
		in accordance with the rules and procedures of Clearstream only. Settlement (delivery and
		payment) of transactions on the Entry Standard will be effected through Clearstream only.
5.1.2.12		Voting rights and distributions under the Shares held through Clearstream
		In order to exercise voting rights in relation to their Shares, investors who hold their
		Shares through Clearstream must send an instruction order to their depositary bank which
		sends an instruction to Clearstream (or must instruct the Clearstream Participant which
		holds their Shares through Clearstream on their behalf to send an instruction order to
		Clearstream) in respect of the exercise of the voting right.
		Clearstream will then notify the UK Custodian of the number of votes cast for or against
		the relevant resolution and the UK Custodian will in turn exercise such voting rights
		through CREST as the registered holder of the Shares. The UK Custodian may be
		prepared to grant written letters of representation to individual holders of Shares through

	Clearstream, enabling them to attend and speak at a general meeting and to vote the
	Shares in which they are interested.
	Rights and entitlements attached to the Shares under the laws of England and Wales,
	including rights and entitlements to distributions, to information, to make choices and
	elections and to call for, attend and vote at meetings will be passed on through
	Clearstream in the form in which they are received by the UK Custodian together with any
	amendments and additional documentation necessary to effect such passing-on. All
	distributions will be made to the UK Custodian, in the first instance, as the registered
	holder of the Shares, which will, in turn, pass them through Clearstream Participants to the
	holders of the Shares held through Clearstream.
5.1.3	Currency
	The Issuer's functional currency is GBP. The majority of the Rapid Nutrition Group's
	Revenue is denominated in currencies other than the GBP, principally Australian Dollars.
	Exchange rate movements can affect comparability of its operational results between
	accounting periods.
5.1.4	Rights
5.1.4.1	Dividends
	Please refer to Section 14.1for information relating to dividends.
5.1.4.2	Voting Rights
	Each Share (including the Shares held through Clearstream) carries one vote at
	shareholders meetings.
5.1.4.3	Pre-emption rights
	Under section 561 of the UK Companies Act, the Issuer may not allot:
	(i) Shares in the Issuer; or
	(ii) rights to subscribe for, or convert securities into, Shares in the Issuer (together, "equity
	securities")
	to a person on any terms unless it has made an offer to each person who holds
	Shares in the Issuer to allot to him on the same or more favourable terms a proportion of
	those securities that is as nearly as practicable equal to the proportion in nominal value
	held by him of the share capital of the Issuer. The Offer must state a period during which it
	may be accepted of at least 14 days beginning with the date on which the Offer is sent or
	supplied (in the case of offers made in hard copy form), sent (in the case of offers made in
	electronic form) or published (in the case of offers made by publication in the Gazette) and
	the Offer may not be withdrawn before the end of that period.
	The statutory pre-emption rights set out in section 561 of the UK Companies Act
	do not apply to the allotment of bonus shares, the allotment of equity securities for non
	cash consideration or the allotment of equity securities pursuant to an employees' share

	Where the Directors are authorised to allot Shares in the Issuer for the purposes
	of section 551 of the UK Companies Act, the Issuer may by a special resolution of the
	Shareholders authorise the Directors to allot equity securities for cash consideration as if
	the statutory pre-emption rights under section 561 of the UK Companies Act did not apply
	to such allotment. Such authority may be granted by Shareholders for the same period as
	the authority granted for the purposes of section 551 of the UK Companies Act or such
	shorter period as the special resolution may specify.
	On 31 March 2014 a special resolution was passed in a general meeting of the
	Issuer to give the directors power to allot up to £10,048,308 of Shares (or equivalent
	amount in other denomination) in the period up to 31 December 2014, or the date of the
	next Annual General meeting whichever occurs first, as if section 561 of the Act did not
	apply to any such allotment.
5.1.4.4	Liquidation rights
	Subject to any specific limitations imposed by the Offer, the holders of the Shares will
	under general law be entitled to share in any surplus assets in a winding up in proportion
	to their shareholdings.
	The Board will have power in the name and on behalf of the Issuer to present a petition to
	the court for the Issuer to be wound up.
	If the Issuer is wound up, a liquidator may, with the sanction of a special resolution
	and any other sanction required by the UK Insolvency Act 1986 divide among the
	shareholders the whole or any part of the assets of the Issuer.
5.1.5	Approval of Offer
	The allotment of the Offer Shares was approved by the Board and by a resolution of the
	Shareholders at general meeting on 31 March 2014.
5.1.6	Issue Date
	The anticipated date of issue of the Offer Shares is 29 August 2014.
5.1.7	Holding Lock
	A minimum of 10% of the total securities of the issuer will be free trading. Apart from this
	the Issuer's Shareholders have consented to the Issuer imposing a holding lock on their
	Shares for a period of 12 months from 1 March 2014. The Issuer at its discretion may vary
	the holding lock for any purpose; and one such purpose would be to comply with any
	listing rules, which require a certain amount of 'free float' on the exchange.
	There are a number of restrictions and other rules about the transferability of shares in UK
	companies. Such restrictions and rules originate from a number of sources and include:
	(a) The UK Companies Act;
	(b) The Takeover Code; and
	(c) the general laws of the UK and Wales.
	Such laws may impose restrictions on the free transfer, or positive obligations on

	or otherwise.
	The Issuer recommends that Applicants obtain professional advice in relation to the
	suitability of the Shares in this regard, as the Issuer is unable to provide information
	relevant to every possible Applicant's circumstances.
5.1.8	Takeover Bids
	There are no mandatory takeover bids and/or squeeze-out and sell out rules in relation to
	the securities.
	There have been no public takeover bids by third parties in respect of the issuer's equity,
	which have occurred during the last financial year or the current financial year.
5.1.9	Taxes
5.1.9.1	Issuers responsibility for withholding taxes
	The following paragraphs include advice received by the Directors on the current tax
	position of shareholders who are resident or ordinarily resident in the UK for tax purposes
	and holding Ordinary Shares beneficially as investments. The statements below are
	intended only as a general guide and do not constitute advice to any shareholder on his
	personal tax position and may not apply to certain classes of investor who may be subject
	to special rules (such as dealers in securities, insurance companies, charities, collective
	investment schemes or pension providers). The comments are based on current
	legislation and H.M. Revenue & Customs practice at the date of this document.
	Any investor who is in doubt as to their tax position or who is subject to taxation in a
	jurisdiction other than the UK, should consult his or her own professional advisers
	immediately.
	Shareholders should note that the levels and bases of, and relief from, taxation may
	change and that changes may affect benefits of investment in the Issuer. This summary is
	not exhaustive and does not generally consider tax relief or exemptions.
5.1.9.2	Taxation of dividends
	The Issuer will not be required to withhold tax at source when paying a dividend.
	An individual shareholder who is resident in the UK for tax purposes and who receives a
	dividend from the Issuer will generally be entitled to a non-refundable tax credit which he
	may set off against his total income tax liability on the dividend. The tax credit will be equal
	to 10 percent of the aggregate of the dividend and the tax credit (the "gross dividend"),
	which is also equal to one-ninth of the cash dividend received. A UK resident individual
	shareholder who is liable to income tax at the starting or basic rate only will be subject to
	tax on the dividend at the rate of 10 percent of the gross dividend, so that the tax credit will
	satisfy in full any such shareholder's liability to income tax on the dividend. A UK resident
	individual shareholder who is liable to income tax at the higher rate of 40 percent will be
	liable to tax on the gross dividend at the rate of 32.5 percent. A UK resident individual
	shareholder liable to income tax at the additional rate of income tax of 50 percent (broadly,
	an individual with taxable income in excess of £150,000) will be liable to tax on the gross

	dividend at the rate of 42.5 percent. After taking into account the 10 percent tax credit,
	such individuals will have to account for additional tax equal to 22.5 percent of the gross
	dividend (which is also equal to 25 percent of the cash dividend received) or 32.5 percent
	of the gross dividend respectively (which is also equal to 36.1 percent of cash dividends
	received).
	UK resident taxpayers who are not liable to UK tax on dividends, including pension funds
	and charities, will not be entitled to claim repayment of the tax credit attaching to dividends
	paid by the Issuer.
	Subject to certain exceptions, a shareholder which is a company resident for tax purposes
	in the UK and which receives a dividend paid by another company resident for tax
	purposes in the UK will not generally have to pay corporation tax in respect of it. Such
	shareholders will not be able to claim repayment of tax credits attaching to dividends.
	Persons who are not resident in the UK should consult their own tax advisers concerning
	their tax liabilities on dividends received from the Issuer and on whether they can benefit
	from all or part of any tax credit in the jurisdiction in which they are resident.
5.1.9.3	Taxation of chargeable gains
	If a shareholder disposes of any or all of his Ordinary Shares in the Issuer he may incur a
	liability to tax on chargeable gains depending upon the shareholder's particular
	circumstances and subject to any available exemptions and reliefs. Companies are
	entitled to indexation allowance which may also reduce the chargeable gain.
5.1.9.4	Stamp duty and stamp duty reserve tax (SDRT)
	No liability to stamp duty or SDRT will generally arise on the allotment and issue of new
	Ordinary Shares for cash by the Issuer.
5.1.10	Shares held outside the CREST system
	The conveyance or transfer on sale of the Ordinary Shares will usually be subject to stamp
	duty on the instrument or transfer, generally at the rate of 0.5 percent of the amount or
	value of the consideration. Stamp duty is charged in multiples of £5 and is rounded up. An
	obligation to account for SDRT at the rate of 0.5 percent of the amount or value of the
	consideration will also arise if an unconditional agreement to transfer the ordinary shares
	is not completed by a duly stamped instrument of transfer before the accountable date for
	SDRT purposes. The accountable date is the seventh day of the month following the
	month in which the agreement for the transfer is made. Payment of the stamp duty will
	cancel the liability to account for SDRT. It is the purchaser who is in general liable to
	account for stamp duty or SDRT.
5.1.11	Shares held within the CREST system
	The transfer of the Ordinary Shares in uncertificated form in the CREST system will
	generally attract a liability to SDRT at the rate of 0.5 percent of the amount or value of the
	consideration. The SDRT is payable on the fourteenth day following the date of the
	unconditional agreement for the transfer of the Ordinary Shares.

	The above statements are intended as a general guide to the current stamp duty and
	SDRT position. Certain categories of person are not liable to stamp duty or SDRT and
	others may be liable at a higher rate as mentioned above or may, although not primarily
	liable for the tax, be required to notify and account for it under the Stamp Duty Reserve
	Tax Regulations 1986.
	Special rules apply to agreements made by market intermediaries and to certain sale and
	repurchase and stock borrowing arrangements. Agreements to transfer Ordinary Shares to
	charities will not give rise to SDRT or stamp duty.
5.1.12	Inheritance Tax
	The inheritance tax status of individual Shareholders' Ordinary Shares will depend upon
	their personal circumstances. Shareholders should consult with their professional advisers
	if they are concerned with the potential inheritance tax implications of their shares in the
	Issuer.

5.2 Terms and Conditions of the Offer

5.2.1	a)	The Offer will initially be extended to investors in the United Kingdom and, subject
		to the Prospectus being first passported to Germany, to German investors. The
		Offer may be extended to other countries subject to the Issuer first passporting
		this Prospectus to those countries and/or meeting the relevant capital raising
		requirements in those countries.
	b)	There is no aggregate minimum subscription and the Offer is not conditional.
	c)	Applications must be for at least 5,000 Shares, and then in multiples of 2,000
		Shares, up to a maximum of 700,000 Shares.
	d)	The issue price is €2.80 per Share.
	e)	The subscription list for the Offer Shares will open 19 May 2014 (Offer Open Date)
		and may be closed at any time thereafter, but not later than 3pm on 22 August
		2014 (Offer Close Date) unless extended by the Directors.
5.2.2		There are no existing securities offered for sale as part of this offer; all securities offered
		for subscription are those that are issued in connection to this offer.
		The announcement to the public will be made on the day the offer opens.
5.2.3		The Offer is open for applications as of the Offer Open Date and may be closed at any
		time thereafter, but no later than 3pm on the Offer Close Date unless, at the discretion of
		the Directors, it is extended beyond that date.
		Applications are subject to the terms and conditions contained in this Prospectus, and as
		included in the Application Form.
5.2.4	Applications are irrevocable.
5.2.5		Once submitted applicants cannot withdraw subscriptions.

	Moneys may be transferred to the Issuer as the Directors may determine against allotment
	and issue of Offer Shares If any application is not accepted, the amount (if any) paid on
	application will be returned without interest and in each case sent through the post at the
	Applicant's risk.
5.2.6	Applications must be for at least 5,000 Shares, and then in multiples of 2,000 Shares, up
	to a maximum of 700,000 Shares
5.2.7	Investors are not permitted to withdraw applications once submitted
5.2.8	Full payment for an Application must either:
	(i) accompany the Application Form by cheque; or
	(ii) be made by direct bank transfer to the Receiving Agent's bank account as set out
	in the Application Form.
	Timing of the Offer Shares allotment shall occur on clearance of the cheque, receipt of the
	payment or the closing date of the Offer, whichever is later.
5.2.9	The status of the Offer will be published on the Website until 11 May 2015 which is twelve
	months after the Prospectus Date.
	The results of the Offer will be announced within two weeks of the close of the Offer, on
	the Website. Subject to any changes to the timetable, this is planned for 5 September
	2014.
5.2.10	Under section 561 of the UK Companies Act, the Issuer may not allot:
	Shares in the Issuer; or
	rights to subscribe for, or convert securities into, Shares in the Issuer (together,
	"equity securities")
	to a person on any terms unless it has made an offer to each person who holds Shares in
	the Issuer to allot to him on the same or more favourable terms a proportion of those
	securities that is as nearly as practicable equal to the proportion in nominal value held by
	him of the share capital of the Issuer. The Offer must state a period during which it may be
	accepted of at least 14 days beginning with the date on which the Offer is sent or supplied
	(in the case of offers made in hard copy form), sent (in the case of offers made in
	electronic form) or published (in the case of offers made by publication in the Gazette) and
	the Offer may not be withdrawn before the end of that period.
	The statutory pre-emption rights set out in section 561 of the UK Companies Act do not
	apply to the allotment of bonus shares, the allotment of equity securities for non-cash
	consideration or the allotment of equity securities pursuant to an employees' share
	scheme.
	Where the Directors are authorised to allot Shares in the Issuer for the purposes of section
	551 of the UK Companies Act, the Issuer may by a special resolution of the Shareholders
	authorise the Directors to allot equity securities for cash consideration as if the statutory

	allotment. Such authority may be granted by Shareholders for the same period as the
	authority granted for the purposes of section 551 of the UK Companies Act or such shorter
	period as the special resolution may specify.
	On 31 March 2014 a special resolution was passed in a general meeting of the Issuer to
	give the directors power to allot up to £10,048,308in Shares (or equivalent amount in other
	denomination) in the period to 31 December 2014, or until the date of the next Annual
	General Meeting of the Issuer whichever occurs first, as if section 561 of the Act did not
	apply to any such allotment.
5.2.11	The basis of allotment will be determined by the Directors in their absolute discretion. The
	Directors reserve the right to:
	a) reject any application, in whole or in part, to scale down any applications, or to
	accept applications on a "first come, first served" basis;
	b) to effect one or more closings of the Offer;
	c) to extend the period during which the subscription list remains open; and
	treat any application as valid and binding on an applicant even if the Application Form is
	not complete
5.2.12	The securities are being offered internationally in one tranche. There is no variance in
	categories of potential investors as all securities are being offered simultaneously. All
	applications will be treated equally and no preference will be given to any individual or
	category of applicant.
5.2.13	To the knowledge of the issuer no existing shareholders have indicated that they intend to
	subscribe in the offer. The issuer is not aware of any person that intends to subscribe for
	more than 5% of the offer.
5.2.14	Pre-allotment Disclosure:
5.2.14.1	The Offer may be closed at any time, but no later than 3pm on the Offer Close Date
	unless, at the discretion of the Directors, it is extended beyond that date.
5.2.14.2	Multiple applications for Shares pursuant to the Offer by the same person are permitted.
5.2.15	Applications are subject to the terms and conditions contained in this Prospectus, and as
	included in the Application Form.
5.2.16	Over-allotment
	The Directors of the Issuer have the right, in their absolute discretion, to accept
	applications of up to a further 200,000 shares over and above the 700,000 shares which
	are the subject of the Offer. Such further applications must be received prior to the Offer
	Close Date, must comply with all of the terms and conditions of this Prospectus and will in
	all respects be dealt with in the same manner as the remaining applications.
5.2.17	Pricing
	The Offer Price for the shares is €2.80.

5.3 Admission to Trading and Dealing Arrangements

5.3.1	The share capital of the Issuer was previously listed on the GXG First Quote, but has been
	delisted from that exchange in preparation for listing on the Open Market (Entry Standard)
	of the Frankfurt Stock Exchange. As a result, on the date of this Prospectus, the share
	capital is not listed or dealt in on any recognised investment exchange.
	It is intended that an application will be made for all the Offer Shares to be admitted to
	trading on the Open Market (Entry Standard) of the Frankfurt Stock Exchange within two
	months of the date of this Prospectus.
	It is emphasised that no application has currently or is intended to be made for the Offer
	Shares to be admitted to trading on any exchange other than the Frankfurt Stock
	Exchange. Nor has any application been made for the admission of the ordinary shares to
	the Official List or any other Recognised Investment Exchange (REI).

5.4 Expenses of the Issue/Offer

5.4.1	Expected gross proceeds of Offer: €1,960,000
	Expected cost of Offer and listing process: €300,000
	Expected net proceeds of Offer: €1,660,000
	The expenses of the offer and listing process can not readily be separated, but together
	are not expected to exceed the stated amount.

5.5 Dilution

5.5.1		The amount and percentage of immediate dilution resulting from the offer.
		The following table illustrates the dilution of existing Shareholders, if all Offer Shares are
	issued to new Shareholders.
	Subscription	Type of Shares	Pre-Offer	Offer Shares	Total Shares	Dilution %
	Maximum Subscription	Ordinary	23,188,405	700,000	23,888,405	3.02%
5.5.2	In the case that existing Shareholders participate in the Offer, such Shareholders will be diluted to a lesser extent than demonstrated in the table above.

5.6 Major Shareholders

5.6.1	The only Shareholders who hold a notifiable interest (greater than 4 percent) in the Issuer
	are those set out in the table below. The only shareholder which has any connection to
	directors, senior management or staff is JBG Corp Pty Ltd which is the trustee of the St
	Ledger family trust, a family trust of which Simon St Ledger and Leisa St Ledger are
	beneficiaries.
	Investor Name	Percent Shareholding	Percent Shareholding Issuer (after at full
		of Issuer (prior to offer)	subscription
	JBG Corp Pty Ltd as trustee for the St Ledger	44.72%	43.41%
	Family Trust
	Jenepe IPO Capital S.P.	21.66%	21.02%
	Motivate Health Technology Inc	6.06%	5.88%
	Late Afternoon investments Pty Ltd as trustee	4.35%	4.22%
	for the Late Afternoon Trust
	Mancot Equities Pty Ltd as trustee for the HGA	4.32%	4.19%
	Superannuation Trust
	The major Shareholders have the same voting rights as other Shareholders, and there are
	no additional rights attached to their Shares. There are no measures in place to prevent
	the rights of the majority Shareholders being abused.
5.6.2	Except to the extent of the voting rights attaching to the major Shareholders as outlined in
	Section 5.6.1 above the Issuer is not directly or indirectly controlled by any party, and as at
	the date of this Prospectus the Issuer is not aware of any circumstances likely to result in a
	change of control of the Issuer.

6. Letter from the Managing Director

It gives me great pleasure to introduce you to Rapid Nutrition PLC, a fast growing Healthcare company that is a pioneer in the field of healthcare supplements and is experiencing significant international success.

The Rapid Nutrition business has been operating since 2001, and we are based in the UK and Australia. We specialise in a range of innovative and effective healthcare supplements which we export globally, and our goal is to be a major force within the healthcare industry worldwide. Our rapid success can be attributed to meticulous research, quality product ranges and detailed strategies to steer our products through the most effective distribution channels. These qualities are reinforced by an experienced and professional team including one of Australia's leading Dieticians 'Peter Rhodes' who continues to provide invaluable support and assistance in comprehensively compiling the data and information to support the companies product ranges, and naturopath Malcolm Sinclair our devoted Naturopath and board member who coordinates the research and development of new and exciting formulas that will benefit our customers.

Treating obesity has become a major area of focus for us. It is one of the most common, and fastest growing health concerns in the world. It is a global health epidemic which contributes to the rise of other related diseases, including diabetes, high blood pressure, back pain, high cholesterol and has even been linked to certain types of cancer.

The industry has expanded as a result of the increasing popularity of consumers choice to adopt a preventative approach to maintaining their health and well-being through a combination of traditional and alternative therapies.

As an established and respected manufacturer of weight loss products, that puts Rapid Nutrition in a very favourable position in the worldwide market. Not only do we have a proven and comprehensive weight loss and lifestyle system, but we are working towards a future as a major health care provider – a goal we have set ourselves that appears to be coming to fruition more swiftly than we could have imagined.

Our development team is a synergistic combination of dieticians, naturopaths and pharmaceutical specialists. They meticulously formulate our products to create maximum effect. Our aim is to be absolutely certain that we are releasing the very best of what nature has to offer onto the market. Our Board believes Rapid Nutrition has all of the elements it needs to become a major provider of health supplements to a global market and we would like to invite to come along with us on this journey.

Managing Director/CEO – Rapid Nutrition PLC

7. Information on the Company and the Group

7.1 Information About the Issuer

7.1.1	Background
		The Rapid Nutrition Business consists of the development, manufacture and distribution of
	a range of healthcare supplements designed to address obesity. The Rapid Nutrition
		Business was founded by Simon St Ledger in 2001, and he continues to act as the CEO of
	that business.
		The Issuer was incorporated in January 2012 to act as a holding company for Rapid
		Nutrition Pty Ltd and the Rapid Nutrition Business which it operates, and to assist with the
		global expansion of that business.
		Rapid Nutrition Pty Ltd (an Australian Company) became a wholly owned subsidiary of the
		Issuer on 24 July 2012 and is the primary trading entity in the Group. The Issuer itself
		operates solely as a holding company of the Subsidiary and does not conduct any other
	business.
		The business has grown from servicing only the Australian market to the point where it
		now has two product ranges being distributed in nine countries, including the USA, the
	United Kingdom and China.
	Key Dates:
	No.	Details Status
	2002	Establish national distribution network in Australia 2002
	2004-2014	Secured exports sales and or product registration in the following 2004 - 2014
		countries already:
		China, Korea, Singapore, Thailand, India, Ghana, UK, Ireland, Poland
		Czech Republic,
		Turkey, South Africa and USA
	2007-2008	Secured Licensing Deal in Ireland & Middle East 2007-2008
	2001-2005	Completed R&D on two key lifestyle brands Leisa's Secret® 2001-2005
	2013	and SystemLS™ 2013
	2012	Secured USD\$10 million media allocation in USA 2012
	2012	Approved for US government incentive to establish US Headquarters 2012
	2012	Acquired 15% stake in US-based health technology company Motivate 2012

	Health Technology Inc
	While the Subsidiary will continue to grow its business the Issuer is also actively seeking
	further merger and acquisition targets to accelerate penetration into existing and new
	markets and to broaden its product portfolio. There are however currently no targets which
	are sufficiently advanced to warrant disclosure in this Prospectus.
7.1.2	The legal name of the Issuer is Rapid Nutrition PLC, and it trades under that name.
7.1.3	The issuer was registered through Companies House, UK (Coy. No. 7905640) and its
	registered address is 2nd Floor, 145-157 St John Street, London EC 1V 4PY, United
	Kingdom. Other contact details for the Issuer are included in the Corporate Directory.
7.1.4	The Issuer was incorporated as Rapid Nutrition PLC in England and Wales on 11th of
	January 2012.
7.1.5	The Issuer operates pursuant to the UK Companies Act 1985 (as amended) and the Companies Act 2006.
7.1.6	Investments
	The Issuer has made two significant investments since its incorporation. Both investments
	were made in exchange for equity in the Issuer, and both relate to the expansion of the
	Rapid Nutrition Business into the USA. The Issuer does not currently have any
	investments that are in progress, nor any that are planned and for which firm commitments
	have been made.
7.1.6.1	Motivate Health Technology Inc
	The Issuer has formed a joint venture with Nevada based Motivate Health Technology Inc
	to create a weight-loss video application for use on mobile phones and other internet
	connected devices. It is an incorporated joint venture and the Issuer received 15% of the
	issued capital in Motivate in exchange for US\$2.25 million worth of shares in the Issuer
	being transferred to Motivate. The agreement was entered into on 17 August 2011 with the
	Subsidiary and that agreement was assigned to the Issuer on the Issuer acquiring the
	Australian Subsidiary on 24 July 2012. The transfer of shares from the Issuer to Motivate
	Health Technology was completed on 22 November 2013.
	Motivate specialises in the application of 21st century media technology and custom video

	programming to assist customers in attaining their health goals.
	Motivate will incorporate its existing products and services as well as consumable weight loss products developed by Rapid Nutrition into the new joint venture.
	The Issuer expects this product/service combination has the potential to gain a material
	share of the \$57 billion dollar annual market for consumer weight loss products and
	services in the US.
	NewsUSA
	A US\$10 million pre-paid media investment has been made with News USA, Inc. 2841
	Hartland Road, Suite 301, Falls Church, VA 22043 a Delaware corporation a media
	placement and promotional firm which will support the US product launch by Rapid
	Nutrition. The investment was made through the issue of shares by the Issuer to
	NewsUSA, resulting in NewsUSA acquiring approximately 0.65% of the Issuer (prior to the capital raising outlined in this Prospectus).
	NewsUSA clients include WalMart, NASDAQ, AOL, IBM, Coca Cola, Apple, Master Card
	and Disney.
7.1.7	A key focus for the Issuer in the short-term is expansion into the US market. To that end a
	US team specialising in retail, marketing, production and sales has been selected.
	Mr Max Martin - Head of US Operations
	Max Martin experience in sales and management career profiles a broad- based skill set,
	over 20+ years of experience in domestic and global markets. Year-over-year of business
	development success in sales and management positions, demonstrating consistent
	achievement of objectives and dedication to organizational goals, generating multimillion
	dollar business growth to profit turnarounds. His vast experience in contract negotiations, niche market development, import and export
	operations, streamlining and solutions selling strategies, R&D for companies in USA and
	overseas has provided a trend of success for his clients and companies associated with
	him. Max lives in California with his wife and two children. He is an active member of the
	Interactive Television Alliance & Technology, educated at the Southern California
	Broadcasting/Radio University, Universidad de Guadalajara, Mexico. He is also a License
	Soccer Coach with USA Soccer Federation, and with his free time, he is a volunteer
	soccer coach for RealSoCal Soccer League, in Southern California, and JV Girls Soccer
	Team at Granada Hills Charter High School.

	Mrs Annie Preston - Head of Production
	30 year experience in formulating and producing health food supplements in the US.
	Product sourcing specialists and overseeing production from initial concept to completion.
	Mr Al Sirignano - Head of US Sales & Distribution
	An experienced sales executive on both the national and regional level offering expertise
	in a range of categories.
	Marketing Solutions
	• Optimal Brand Positioning
	• Packaging review & design
	• Pricing & product specifications
	• Presentation design
	• Sell Sheet design
	Sales Solutions
	• Select & train broker sales team
	• Develop & implement sales strategy
	• Monitor & report results
	• Manage sales broker teams
	• Coordinate trade show participation
	Mr Greg Neice - Brand Director
	33 Years working with Retail Consumer Product Companies through out the country
	Specializing in Retail Products, Packaging, and Print Services .
	Skills: Product Development and Implementation, Retail Packaging: Design, Development,
	& Production, Labelling: Design Development & Production, Retail Point of Purchase
	Materials: Shelf Talkers, Mobiles, Banners, Posters. Floor Graphics.
	Retail Displays: Counter & Floor, Product Support Materials: Sell Sheets, Catalogues,
	Brochures, Magazines, Total Product Fulfillment, Product Costing Strategies, Cost
	Effective Print Solutions.
7.1.8	US Market Entry Approach
	Distribution: Contact will be made with the major national distributors and the key
	nutrition distributors to present the product line. These presentations include an annual
	marketing plan and partnership that uses the resources provided by each distributor to
	assist in the process of launching our brand. The annual plan will include the retail
	promotion calendar, the level of advertising support with the distributor, introduction
	allowances (slotting), distributor sponsored trade shows and table tops that help a brand
	gain maximum exposure to the distributors retailers and key sales personnel. During this
	phase the company will also be informing the market (distributors & retailers) of the

company's NewsUSA advertising programme which will deliver external advertising to build brand awareness and create demand.

Retailers: The company has identified key retailers in the five major geographical areas that represent the core US market. The target list represents the major accounts that control the grocery market share in each respective region. The company has also noted independent natural food stores in each region which play a key role in the successful launch of health food brands. These stores explain products to their customers and help them to understand how the product works and should be used, and typically provide the foundation required to build a solid retail business in this market. Success with the independents is also the first step to securing distribution through the major grocery chains which prefer to stock category leading brands.

Industry Events: There are some major trade shows that the company will be attending in addition to the distributor related events. Expo West & Expo East are the two major shows in this industry and Rapid Nutrition will be presenting at both. There are a number of regional shows that the company will also consider attending in 2014.

7.2 Business Overview

.

7.2.1		Principal Activities
	Rapid Nutrition is a natural healthcare company focused on the research, development and production of a range of life science products. The company commenced business with the launch of its successful weight loss supplement range which is exported internationally, and has now grown to offer
	consumers a growing range of health and wellbeing solutions to meet existing and
	emerging societal health concerns, as well as a providing number of wider services to the
	life sciences industry.
	Market position in global nutraceutical & over the counter products 1.
		The company specialises in natural and organic weight management and lifestyle
		products which can be brought to market within a relatively short time frame in
		combination with an innovative weight-loss coaching application for mobile
		phones and internet capable devices. The SystemLS™ cross-platform app
		utilizes a proprietary player called the Video Assembly Engine, (the VAE). The
		VAE has the ability to self assemble programming, on the fly, personalized to
		each individual user. The unique capabilities of the VAE are crucial to
		motivational intervention and targeted information delivery. The VAE enables the
		SystemLS™ Coaching System to deliver an historic breakthrough in the ability to
		stream television-like programming, custom tailored to each viewer's personal

	wellness goals "on the fly" to any internet enabled device or phone 24/7. The
	proprietary media technology provided together with an expert team of video-on
	demand specialists together with Motivate's access to clinically tested
	intervention programs provides the opportunity to utilize the power of video and
	mobile/internet delivery technology to dramatically benefit the profitability of its
	health industry partners.
2.	Strong track record of value creation driven by capital discipline & a focus
	on returns.
	The company operates on a cash efficient business model in order to maximise
	value for its shareholders and partners. A key component of this model is utilising
	the boards and key managements extensive networks as well as forming
	strategically alliances w for key global distribution opportunities. One of the
	significant advantages the company offers aside from its unique formulas and
	intellectual property is that is already shipping orders to customer and securing
	sales both domestically and internationally.
3.	Management are owners not caretakers of assets.
	The board, key management, and advisors to the board have all invested into the
	company and hold shares. This commitment and invested interest by
	management and owners further validates the company in the eyes of
	employees, customers, partners and investors. The company also invests in
	human capital by emphasising corporate culture and maintaining high retention
	rates, Key Opinion Leaders "KOL" and influencers with well connected networks.
4.	Strong pipeline of high quality international distribution partners.
	The company has already established international distribution
	channels throughout Australia, Asia, Middle East and the UK. One of the
	company's highest priorities for 2014 and onwards is to expand its distribution into
	neighbouring countries where not already present. Additionally the company will
	leverage these established distribution pipelines by introducing an expanded
	product range into these international distribution channels to maximize global
	growth.
5.	Marketing operations are scale-able at medium capital cost.
	The groups marketing model is to research and survey a new market by
	leveraging of its established business relationships with government bodies and
	managements established relationships within those markets before investing
	resources into a new market. Once confirmed, the company then conducts a
	serious of small cost effective marketing campaigns to confirm market interest
	and obtain the analytics before scaling the marketing model to a larger scale.
	Sales and marketing strategy breakdown:
	•E-commerce & F-commerce brand. Better margins, better inventory control.

	•Stand out against retail clutter. Our custom product designs and unique natural
	and organic formulas will garner extensive retail support and editorial press as
	they pop off shelves.
	•SystemLS™ and Leisa's Secret®: Instead of using sponsored celebrities or print
	models for our brand, we plan to use successful, attractive, real people who use
	our products.
	•Social impact through the company's unique video mobile app.
	•Continual engagement. We will engage customers through social media
	platforms, email blasts, unique contests and promotions.
6.	Growing balance sheet, IP, Product Portfolio and Branding.
	- The company continues to expand its product portfolio and with the launch of its
	new range SystemLS™.
	- The company has acquired A 15% stake in US-based Motivate Health
	Technology Inc. at Euro 0.19 per share. Since its initial acquisition Motivate share
	value has now tripled in value as of the 5th of February 2014.
7.	Merger and acquisitions creating accelerated market penetration.
	The partial acquisition and joint venture partnership with US-based Motivate
	Health Technology Inc provide a local presence and experienced team located in
	the US. As part of the JV Motivate are responsible for funding the direct
	marketing cost for Rapid Nutrition's direct-to-customer marketing expenses.
	Additionally the acquisition provides the company a unique intellectual property
	which allows each user interaction of the mobile phone (or other device) to
	update their user profile and makes it more complete so that the system is aware
	of what's already been viewed by the user, as well as clips that were of particular
	help or relevance to them. Sophisticated logic takes into account the user's profile
	and needs and generates a unique video playlist that is streamed, real time.
	Everyone using the system receives a personalized video coaching session that
	is designed according to their needs or health goals.
	Some of the factors the app takes into account are the users: disease state,
	obesity, whether a viewer smokes, age, race, gender, and other psychographic
	and demographic factors guide the SystemLS™ Coaching System as it
	personalizes each viewer's experience. The system also can embed intelligence
	developed by health experts and behaviorists designed to motivate patients.
	The app will not only provide personalised support for consumers, the
	SystemLS™ Coaching System is expected to dramatically empower sales as a
	result of increased customer success in reaching their weight loss goals,
	increased customer satisfaction, and increased re-orders.

INNOVATION &	The Rapid Nutrition Business specialises
BRANDING	in nutraceuticals and over the counter product creation
	with the view of building out a global brand.
SCALE	• The company's top priority is to further expand
	its international distribution contracts and enter
	into neighbouring countries where not already
	present.
	• Maximize sales revenue by introducing
	expanded product portfolios into established
	distribution channels.
	• Implementation of strong marketing initiatives
	and media partners in each market.
DIVERSIFICATION	• Established and emerging distribution channels
	domestically as well as internationally offering a
	diverse and widespread customer base for the
	company. As a result the company is not reliant
	on any one customer.
	• Working towards expanding distribution into
	neighbouring countries where not already present.
	• The company will be working towards acquiring
	and or developing an expanded product port folio
	which it intends to introduce through its current
	and future distribution partners to maximize
	global growth.
	As a result of the Issuers effective business model it recently won the Queensland (Australia) Export Awards 2013 in the small business category and was recognised as a finalist in the national Australian Export Awards. Additionally, the company was awarded finalist for the Health & Biotechnology Award, in recognition of its international success in the medical, healthcare and biotechnology fields for products, technology, equipment or
services.
	The Rapid Nutrition Business has been operated by an Australian private company, Rapid
	Nutrition Pty Ltd (Australian Company Number 098 389 836), since 2001. In 2012 Rapid
	Nutrition PLC was incorporated to become the global holding company for the Rapid

Nutrition Business and to acquire all of the shares in Rapid Nutrition Pty Ltd for that purpose. On 24 July 2012 Rapid Nutrition Pty Ltd became a wholly owned subsidiary of Rapid Nutrition PLC.

Rapid Nutrition specialises in a range of healthcare supplements designed to address obesity. Obesity has become a major area of health focus for the Rapid Nutrition Business. According to the World Health Organisation obesity is one of the most common, and fastest growing health concerns in the world. It is a global health epidemic which has been linked to the rise of other diseases, including diabetes, high blood pressure, back pain, high cholesterol and even certain types of cancer.

Rapid Nutrition exports its products globally. The supplements fit into the category of 'Neutraceuticals' being food sources that provide extra health benefits over and above the basic nutritional value found in foods.

The product range includes:

Leisa's Secret® Brand (introduced in 2001):

• Leisa's Secret® Premium Meal Replacement (Shake)
• Leisa's Secret® Energize (Tablets)
• Leisa's Secret® Advanced Thermo (Tablets)
• Leisa's Secret® Resist (Powdered Drink)

System LS™ Brand (introduced in 2013) :

• System LS™Accelerate – premium thermogenic formula
• System LS™Nourish – high-protein shake
• System LS™ Satisfy – high-fibre bar
• System LS™ Zest – organic multi-vitamin

The products have all been developed directly by Rapid Nutrition's team of dieticians, naturopaths and pharmaceutical specialists and all intellectual property is owned by Rapid Nutrition.

The products are nutritional diet supplements which are intended as additions to the diet. They contain concentrated sources of vitamins, minerals and other substances such as natural herbs with a nutritional benefit.

Nutritional supplements are regulated by the applicable regulations and regulatory body in each country in which Rapid Nutrition operates.

The Rapid Nutrition products are not pharmaceutical in nature.

Rapid Nutrition has a broad range of product categories and development technologies with different timeframes to the market. A key strength of the Company is that it has current revenue and earnings while having technologies in development that can ensure sustainable growth. The company has established distribution relationships in three separate regions worldwide and has product registrations and successful export business

in a number of countries within these regions.

The company's success to date can be attributed to meticulous research, quality product

ranges and detailed strategies to steer our products through the most effective distribution
channels. These attributes have enabled us to establish ourselves as a fast-growing
business in the weight loss industry.
7.2.3 Rapid Nutrition has been distributing the Leisa's Secret® products since the business
commenced in 2001. In 2013 Rapid Nutrition launched a new product range called System
LS™, which is a complete, organic weight loss system.
Thanks to strong interest both locally and globally, the new System LS™ organic lifestyle
range was recently approved by Woolworth's, Australia's supermarket giant, which has
820 stores throughout Australia, and commenced a national rollout of the product range in
October 2013.
In addition, Rapid Nutrition has secured a five-year distribution contract in Europe with
Biolynx Limited, a company with extensive experience dealing with products in this
industry and with good access to a number of large European markets. Rapid Nutrition
currently offers its healthcare products globally, including Asia, UK, Middle East and is
expanding to the United States this quarter, and System LS™ is being introduced into all
of these distribution channels.
System LS™ includes six innovative products and all are based on natural and organic
ingredients which is a rapidly growing sub-sector in this industry. The products
complement each other to enhance the impact of each component. The range includes a
premium metabolising thermogenic formula, organic multi vitamin, energizing and fat
burning liquid shot, Hi Fiber Bar, a natural low calorie sugar substitute, and comprehensive
meal replacement.
To further enhance the effectiveness of System LS™, the products are supported with a
revolutionary video phone app, giving consumers encouragement and motivation 24 hours
a day, 7 days a week. This engagement strategy is proving to be highly effective and is
making System LS™ a serious competitor in the marketplace. More information on
System LS™, which focuses on getting "slim with science," is available at:
www.systemls.com
Principal Markets 7.2.4
According to a new healthcare market research report 'Global Weight Loss and Gain
Market (2009 - 2014)', published by MarketsandMarkets (www.marketsandmarkets.com),
the total global weight loss market is expected to be valued at US\$586.3 billion by 2014.
The market has a compound annual growth rate (CAGR) of 10.9% from 2009 to 2014

The food and beverage (F&B) market is the largest segment and is expected to reach US\$355.7 billion by 2014 at a CAGR of 12.2%. The F&B market owes its growth to the introduction of new components in this segment, as well as increased demand from consumers.

The U.S. is the largest geographical segment; and is expected to be worth US\$310 billion by 2014. . Its 12.2% CAGR (2009 to 2014) is driven by the greater availability of products and services, as well as greater consumer awareness in this region.

The next largest segment is Europe, which has a CAGR of 10.9%. It is expected to reach US\$238 billion by 2014. This segment is growing due to the increasing number of products and services in this region. Consumers are becoming more health-conscious and also have greater awareness about the availability of weight management products.

The Company has registered products in and or exported its products to the following countries as at the date of this Prospectus:

• China
• Korea
• Thailand
• Singapore
• India

• United Kingdom

• Ireland

• Poland
• Czech Republic
• Turkey
• Ghana
• South Africa
• Saudi Arabia
• UAE
• USA
• Australia

While the SystemLS™ range does not yet have sufficient sales revenue to provide meaningful data, the Leisa's Secret® range has had the following sales from the time the company commenced operations in 2001 to 31 December 2013:

Sales by Country since 2001 (in AU\$)

Region	Country	Historicals	Percentage
Asia-Pacific
	Australia	\$ 2,100,801.00	39%
	Republic of Korea	\$ 95,014.00	2%
	India	\$ 470,250.00	9%
	Thailand	\$ 23,048.00	0%
	China	\$ 853,090.00	16%
	Malaysia	\$ 18,000.00	0%
	Vietnam	\$ 172,482.00	3%
	Singapore	\$ 30,000.00	1%
Europe
	United Kingdom	\$ 268,005.00	5%
	Ireland	\$ 116,140.00	2%
Middle East and
Africa
	United Arab
	Emirates	\$ 448,075.00	8%
	MENA Region	\$ 657,300.00	12%
	Ghana	\$ 25,000.00	0%
	South Africa	\$ 149,864.00	3%
TOTAL		\$ 5,427,069.00	100%

Brand - Leisa's Secret

	A key strength of the Company is that it has current revenue and earnings while having
	technologies in development that can ensure sustainable growth. The company has
	established relationships in three separate regions worldwide and has product
	registrations and successful export business in a number of countries within these regions.
	The new SystemLS™ lifestyle products are attracting strong interest in Australia and the
	USA already with Australia's largest supermarket chain Woolworths already accepting the
	innovative natural and organic products onto its retail shelves across the country.
	Highest priorities in respect of the weight loss and weight maintenance range in 2014 are
	the expanding of distribution agreements in Europe, and to complete the new System
	LS™ product launch in the USA and Australia. Significant long term distribution
	contracts are in place for Asia and the Middle East and these alone should provide
	financial stability for the Issuer in 2014.
7.2.5	The development of products by the Issuer is governed by the Therapeutic Goods
	Administration in Australia and by various health authorities in each country into which the
	company will be importing or exporting. The company must ensure that each of its
	products meet these strict regulations before it can be licensed to sell the products.
	As all of the products offered by the company are intended for human consumption the
	regulatory approvals in each region in which Rapid Nutrition operates are essential to its
	core business. To date the Issuer has had no difficulty in obtaining these approvals, and
	no regulatory authority has raised any material issues about the Issuer's products or taken
	any steps which could have lead to an approval being withdrawn. From time to time the
	approval process has however delayed entry into new markets.
	The Issuer currently has a manufacturing agreement in place with various facilities to meet
	the demands of the customers of Rapid Nutrition. The facilities each have specific
	accreditation in their region to produce the Rapid Nutrition products, and they give Rapid
	Nutrition the ability to supply the market with their product in various forms: tablets, hard
	capsule or soft gelatine. This establishes a reliable source of products and helps ensure
	that health regulations are capable of being met quickly and cost-effectively.
	In addition to its current supplier, Rapid Nutrition has a number of additional accredited
	suppliers in Australia and the USA available who can come online if necessary to meet
	demand. Trial production runs have been used to confirm the suitability of these suppliers.
7.2.6	There are a number of competitors and products in the weight-loss industry. The market is
	large and fragmented with only a small number of products holding any substantial market
	share. On a global basis the products with the largest market share in 2013 were Herbalife
	(Herbalife Ltd) with 21.2%, Slim Fast (Unilever Group) with 2.9%, Kellogg's Special K
	(Kellogg Co) with 2.7% and Herbalife ShapeWorks (Herbalife Ltd) with 2.1%. All other

products had less than 2% of the market.

Because the market is so fragmented there is little risk of a competitor having sufficient market power to significantly restrict Rapid Nutrition's growth, and with such a large number of competitors Rapid Nutrition expects to be able to grow its business for many years before it draws any attention from larger competitors seeking to protect their market share.

Rapid Nutrition's leading range of scientifically formulated products has a competitive advantage in that it is based on a no nonsense approach that targets the main issues relating to weight loss; replacing meals, burning fats, staying energized and resisting carbohydrates and certain problem foods. Additionally, the Issuer ensures it stays ahead of market trends by utlising its extensive relationships in various Australian government bodies and key opinion leaders who proactively support the company.

Whilst some other programs encourage users to markedly alter their patterns of eating to a point that they may actually be losing out on essential vitamins and nutrients, the Issuer's flagship ranges can be used in conjunction with a balanced diet in order to cut down food intake. In addition to this, the products also help users to get the necessary vitamins and minerals they need to lose weight and stay healthy whilst doing so.

The Issuer's product ranges don't require customers to attend any meetings (as some others do), which can be a barrier for those who are time poor. The products allow users to put together their own weight-loss regime, based on their own needs and personal goals.

7.3 Organisational Structure

7.3.1	The following description of the RNL's Group is to be read in conjunction with the
	organisation chart below.
	The Issuer (a UK company) is the ultimate holding company of the RNL Group. The Issuer
	has one wholly owned subsidiary, Rapid Nutrition Pty Ltd (an Australian company) which
	operates the Rapid Nutrition Business.
	The Issuer, as the ultimate holding company with 100% effective ownership of the
	Australian company in the RNL Group, can control the subsidiary and is positioned to
	receive the benefit of the profits generated by the RNL Group as a whole.

7.4 Property, Plant and Equipment

7.4.1		The business holds no major items of property, plant or equipment. All other assets are set
	out in the accounts as provided.
		Items of property, plant and equipment are stated at cost less accumulated depreciation
	and impairment losses.
		Depreciation is charged so as to write off the cost or valuation of assets over their
		estimated useful lives, using the straight line method, on the following bases:
	Computer equipment	30%
	Motor vehicles	20%
	Fixture, fittings and equipment	30%
	Trademark and Licenses:
		Separately acquired trademarks and licences are shown at historical cost. Trademarks
		and licences acquired in a business combination are recognised at fair value at the
		acquisition date. Once utilisation commences, trademarks and licences have a finite useful

life and are carried at cost less accumulated amortisation. Amortisation is calculated using
the straight-line method to allocate the cost of trademarks and licences over their
estimated useful lives of 15 to 20 years.

7.5 Capital Resources

7.6.1	Short Term: The Issuer continues to re-invest profits from the company's trading revenues to
	support organic expansion of its global distribution into neighbouring markets where the
	company is not already present. The company is now profitable and expects to have sufficient
	cashflow to enable organic growth to be sustained at current rates.
	Long Term: A successful listing on the Entry Standard of the Frankfurt Stock Exchange will
	assist the company to access external financial resources for the purpose of accelerating the
	growth of the Rapid Nutrition Business.
7.6.2
	The sales revenue for the past 12 months (as shown in the audited financial report) has been
	derived from the following key markets:
	Country	Product Brand	Proportion of Sales
			Revenue in AU\$
	Asia	Leisa's Secret®	\$273,000
	Middle East	Leisa's Secret®	\$25,000
	Eastern Europe	Leisa's Secret®	\$80,000
	Australia	Leisa's Secret®	\$96,897
		SystemLS™
	Note: Figures below have been rounded for illustration purposes
	To date the majority of relationships have been developed remotely with limited or no face to
	face discussions.
	Establishing a presence in key regional markets would enable Rapid Nutrition to drive
	marketing activities in partnership with distribution companies in the most appropriate
	channels. In addition relationships with regulatory agencies would be closer and strengthened
	enabling issues to be resolved in much shorter timeframes. Product training and technical
	support for distribution companies would be deliverable in a more responsive way along with
	the proactive task of identifying new product opportunities.

The Company has examined a number of business models for securing, developing and maintaining international markets. The Company will in most circumstances maintain manufacturing rights and enter into marketing and distribution licence agreements on a territory by territory basis. To date the Company has entered into a number of such agreements in respect to countries in Europe, Middle East, Asia and Africa. Distribution agreements are for set terms and are in most cases subject to performance criteria in the form of minimum order quantities. It is intended to use Company staff and marketing agents to support local distributors. The table below summaries current distribution agreements.

Territory	Number of	Number of countries	Term	Product Brand
	agreements	cover
Europe	2	2	5	Leisa's Secret®
Middle	3	3	5	Leisa's Secret®
East
Asia	3	3	5	Leisa's Secret®
Australasi a	1	1	N/A	Leisa's Secret®
Africa	1	1	5	Leisa's Secret®
North	Under	1	N/A	SystemLS™
America	negotiation

The Company's highest priorities in respect of the weight loss and weight maintenance range in the immediate future are expanding distribution agreements in Europe, and completing market launches in the USA and Australia for its newly developed SystemLS™ product range.

The Middle East is one of the fastest growing markets for organic and natural products. Recent market trends provided evidence that the Gulf markets are witnessing a huge conversion to organic products on the back of increasing shifts towards a healthier lifestyle. Rapid Nutrition plans to capitalise on recent research and trends by introducing an 'Organic and Halal certified' Skincare Range that will see the company leverage its already well established Middle East distribution channels to market and sell the range.

Overall, Rapid Nutrition aims to become a major player in the natural healthcare market. The increasingly broad range of products will appeal to a society that is becoming ever more conscious about using quality natural products in order to achieve a healthier lifestyle.

7.6.3 The company has established a strong track record of value creation driven by capital discipline and a focus on returns. The company credits this to key management being

invested owners of the Issuer's shares and not just caretakers of assets. As a result the
group has strong support from management and founding shareholders to meet its current
borrowing requirements. These are provided as unsecured loans and details are set out in the
accounts provided.

7.6 Research and Development

7.7.1	Research costs are not viewed as separable from marketing and development costs. As
	such, all of these costs are expensed as incurred and are not separately accounted for in the
	Issuer's books of account.

7.7 Trend Information

7.8.1	The company has been experiencing a significant increase in its cost of manufacturing of its
	products in Australia as a result of the strengthening Australian dollar, together with a general
	increase in Australian labour costs. In a strategic move to mitigate the cost increase of its
	products the company has relocated its manufacturing to the USA which has resulted in a
	substantial reduction in its cost of manufacturing as well as providing an increased turn
	around time for manufacturing.

8. Persons Responsible, Directors, Senior Management and Corporate Governance

8.1 Directors' Responsibility

8.1.1	The Issuer's Directors, whose names are set out below, and the Issuer accept responsibility
	for the information contained in this Prospectus. To the best of the knowledge of the Issuer's
	Directors and the Issuer (who have taken all reasonable care to ensure that such is the
	case) the information contained in this Prospectus is in accordance with the facts and
	contains no omission likely to affect its import.
	The Directors of the Issuer whose names appear in Section 8.2 of this Prospectus and the
	Issuer accept responsibility for the information contained in this Prospectus. To the best of
	the knowledge of the Directors and the Issuers (who have taken all reasonable care to
	ensure that such is the case), the information contained in this Prospectus is in accordance
	with the facts and contains no omission likely to affect its import.

8.2.1	Name:	Mr Simon St Ledger (DOB 18 April 1973)
	Business Address:	40-46 Nestor Drive,
		Meadowbrook Qld 4131
		Australia
	Function:	Director and CEO
	Background:	Rapid Nutrition's experienced corporate team has been
		hand selected for their individual talents and expertise by
		CEO, and company founder, Simon St Ledger. He is the
		force and visionary behind the brand.
		Simon's passion for health and fitness has been evident
		throughout his life. He has immersed himself in the
		health and fitness industry for the past two decades.
		He is well versed in life science, the practice and theory,
		having been a personal trainer and dietary consultant.
		He has managed national fitness equipment suppliers,
		and played an advisory role to numerous health clubs
		and organisations.
		He also established the Australian National Weight Loss
		Clinic. His insight and understanding of the health and
		weight loss industry is unparalleled.
		It was his interest and passion which led to the research,

8.2 Directors' and Senior Management Details, Advisors and Conflicts

	development and manufacturing of premium weight loss
	and health products from the ground up, giving rise to
	what is now Rapid Nutrition Pty Ltd, just 13 years ago.
	The company's first product range was the popular
	Leisa's Secret®.
	Simon secured seed capital as well as institutional
	investors, to expand the company and its range.
	He has presented and been approved for significant
	United States Government Grants in excess of \$7
	million. Simon has also recently been awarded as a
	2012 Brisbane Young Entrepreneur Finalist in additional
	to receiving the 2013 Queensland Premier Export
	Award.
	Simon's motivation and energy has seen him forge
	distribution pipelines world-wide, and secure multiple
	international sales contracts and licensing and
	distribution agreements totalling over \$15 million.
Name:	Mr Malcolm Sinclair (DOB 14 July 1969)
Business Address:	40-46 Nestor Drive,
	Meadowbrook Qld 4131
	Australia
Function:	Director & Naturopath
Background:	Malcolm Sinclair N.D. is a leading expert in natural healthcare and
	herbal medicine specialising in Detox and Anti Ageing. A fifteen
	year veteran of creating and prescribing natural medicines across
	three successful health clinics in Victoria, Australia, Malcolm has
	founded and developed three private practices and has built a
	loyal patient database numbered in excess of 10,000 clients.
	Malcolm is a fellow and Full Member of the A.N.T.A and has been
	requested by the ANTA on several occasions to comment via
	various media organisations on newsworthy topical issues within
	the health care industry.
Name:	Mr Vaidyanathan Nateshan (DOB 30 Aug 1979)
Business Address:	2701 Al Waleed Paradise
	Cluster Rd, Building 1

	Dubai, UAE
Function:	Director – Asia & Middle East Operations
Background:	Vaidyanathan Nateshan has worked his career through the
	operational and strategic aspects of disparate industries ranging
	from Oil and Gas, Information Technology, Business Consulting
	and Pharmaceuticals. In these years, he has come around to be
	identified as a business turnaround expert and a keen strategist.
	Having held senior management positions in multiple listed
	companies, he has served as a very useful interface between the
	expectations of the investor and the customer. Having travelled
	extensively, he has done business in over 30 countries and
	executed and managed strategic alliances in over 12 countries,
	which includes managing a joint venture in China and setting up
	marketing operations in the Middle East. His ability to raise equity
	and debt in multiple countries is also well recognised.
	Through his career, Vaidyanathan has managed manufacturing,
	marketing and financial operations for companies in India, South
	East Asia and the Middle East. Vaidyanathan also advises large
	consulting firms on due diligence issues, drawing on his specific
	experiences with the healthcare sector.
Name:	Mr Nick Lindsay
Business Address:	Elemental CoSec Limited
	27 Old Gloucester Street
	London WC1N 3AX
	United Kingdom
Function:	Company Secretary
Background:	Nick Lindsay is a corporate lawyer and a director of Elemental
	CoSec. Nick is responsible for the delivery of the governance,
	secretarial and corporate legal functions at Elemental CoSec and
	works with a range of UK and international public companies on
	their initial listings and ongoing compliance.
	in London, providing company secretarial, administrative and
	corporate services to a range of companies, law firms and
	Elemental CoSec are one of the leading company secretarial firms accountancy firms.

Business Address:	186 N. Manhattan Ave.,
	Masspaequa NY 11758
Function:	Business Development & Advisor to Board
Background:	Mr. Maresca has held several key positions in the securities
	industry over the past decade. He is a versatile management
	professional with broad ranging experience in building start-ups,
	turnaround and high growth financial operations through decisive
	leadership, influence and action. Technology evangelist with multi
	disciplinary expertise in investment banking, finance, management
	controls, strategic acquisitions and mergers, business planning,
	policy development, compliance and human resources. In the
	course of his career, Mr. Maresca has successfully taken
	companies public, effectively led numerous mergers and
	acquisitions and raised funds for public and private ventures
	poised for rapid expansion. Currently Mr. Maresca is the President
	of Saratoga Equity a Private Equity firm in New York and Martin
	Tommer Consulting which specializes in Technology and Life
	Science Consulting.
	Mr. Maresca received his Bachelor of Science in Business
	Administration from Pace University, New York, New York, in
	1992, with concentrations in Accounting, Finance, and
	Management. He holds a number of securities licenses and
	credentials. Frank is Married with 2 children ages 15 and 12 and
	currently lives in Long Island New York.
Name:	Mr Matthew Bird
Business Address:	800 3rd Ave, 17th Floor New York, NY 10022
Function:	Public Relations & Advisor to Board
Background:	Mr. Bird is an accredited expert in Online Public Relations, Digital
	Media, Financial Communications and Global Marketing. Over his
	15 year career he's responsible for the development of more than
	\$400+ million in marketing and brand development revenues, rang
	the NASDAQ Closing Bell and worked with more than 1,000
	companies including: Coca Cola, Orbitz, Yahoo!, Microsoft,
	Disney, Ramada, Toyota and Ford. In 2009 he was a feature
	speaker at MIT (MIT Sloan CFO Summit featured panelist) and
	has been seen on CNBC. Today Matt is the Founder and CEO of

	worldwide leader in Retail & institutional investor targeted
	communications. Additionally he's become an industry
	spokesperson for next generation online financial communications
	& social digital media education for IR & PR departments.
Name:	Mr Lenard Tan
Business Address:	40-46 Nestor Drive
	Meadowbrook Qld 4131
	Australia
Function:	Merger & Acquisition Executive & Advisor to Board
Background:	A Chartered Accountant, Lenard brings a wealth of 20 years of
	international business experience. Beginning in the United States
	and Canada as a Senior Auditor at Deloitte, he was also one of the
	youngest Regional Managing Partners of Ernst & Young operating
	in multiple countries, and one of the youngest Managing Directors
	of Ernst & Young ICL from the Hong Kong base.
	Lenard was the Client Partner to Fortune 500 companies,
	including Coca Cola, Exxon Mobil, BP, Bank of America, ING
	Bank, Hilton Hotels. Former CFO of the AMC Group and
	responsible for developing French IT security software publisher
	brand awareness in Asia. Lenard also served as Director–Special
	Projects & Financial Management for a world leading beverage &
	hospitality groups in SE Asia. Listed in Barron's Who's Who for his
	outstanding achievement, superior leadership and exceptional
	service, he was also a regular panelist on a CNBC talk show.
Name:	Mrs Leisa St Ledger
Business Address:	40-46 Nestor Drive
	Meadowbrook Qld 4131
	Australia
Function:	General Manager
Background:	Leisa was a former police officer for eight years with extensive
	knowledge in health and nutrition. Leisa is the founder and creator
	of Leisa's Secret® and the author of Do It Once – Diet Right. She
	is the driving force behind the significant amount of media
	attention the company and products have attracted which has
	enabled the company to experience rapid growth within a very
	short time, and ultimately drawn interest from large international
	organisations. Leisa is an integral part of the success of the

		Leisa's Secret® products and her personal involvement educating
	and inspiring her customers has allowed her to connect closely
	with many of her customers and success stories.
		Leisa is married to Simon St Ledger.
8.2.2	The Directors are not aware of any conflicts of interest regarding the persons set out in
	Section 8.2.1, as between their duties to the issuer and any other duties they may have, nor
	their private interests other than as set out in section 8.5 below.

8.3 Remuneration and Benefits

In relation to the last full financial year for those persons referred to in Section 8.2.1 above:

8.3.1	Directors' remuneration in its various forms was agreed by Board resolution, not formalised
	by contracts at this stage, and these arrangements will continue until re-visited by either
	party. Thus, there has been no specification of termination benefits for directors at this time.
	Amount of emoluments & compensation for audit period (11 Jan 2012 to 30 June
	2013)
		Salary	Superannuation	Consultancy	Total
				Fees
	Simon St Ledger 1 2	212,500	25,476	-	237,976
	Vaidyanathan	-	-	30,048	30,048
	Nateshan
	Malcolm Sinclair 2	-	-	77,050	77,050
	1 – Simon St Ledger's employment terms, as formalised by board resolution, specify a salary
	of \$150,000 per year. During the period 11 January 2012 – 30 June 2013, only \$111,906
	was paid. The remainder is outstanding at the period end.
	2 – These directors have been provided with the use of vehicles owned by the consolidated
	entity for their personal use. Mr St Ledger's vehicle was acquired during the period for
	\$55,718, while Mr Sinclair's vehicle was acquired during the period for \$50,459.
8.3.2	The Issuer has not entered into any service contracts with the persons set out in Section
	8.2.1 which provide for benefits upon termination of employment beyond those which arise
	as a matter of the ordinary operation of law.

8.4 Board Practices

8.4.1	The Directors are reviewed at each annual general meaning and up for reappointment by

	the Issuer's Shareholders, in accordance with the Company's articles of association.
8.4.2	The Audit Committee will assist the Board in discharging its responsibilities with regard to
	financial reporting, external and internal audits and controls, including reviewing the Issuer's
	annual financial statements, reviewing and monitoring the extent of the non-audit work,
	internal controls and risk management systems. The ultimate responsibility for reviewing
	and approving the annual report and accounts and the half-yearly reports will remain with
	the Board.
	Audit, Remuneration, Nomination and Disclosure Committees
	As envisaged by the UK Corporate Governance Code, the Board has established Audit,
	Remuneration, Nomination and Disclosure Committees.
	(A) Audit Committee
	The Audit Committee has responsibility for, among other things, the monitoring of the
	financial integrity of the financial statements of the Group and the involvement of the
	Group's auditors in that process. It focuses in particular on compliance with accounting
	policies and ensuring that an effective system of internal financial controls is maintained.
	The ultimate responsibility for reviewing and approving the annual report and accounts and
	the half-yearly reports remains with the Board. The Audit Committee will normally meet at
	least three times a year at the appropriate times in the reporting and audit cycle.
	The terms of reference of the Audit Committee cover such issues as membership and the
	frequency of meetings, together with requirements for quorum and notice procedure and the
	right to attend meetings. The responsibilities of the Audit Committee covered in the terms of
	reference are: external audit, internal audit, financial reporting and internal controls and risk
	management. The terms of reference also set out the authority of the committee to carry out
	its responsibilities.
	The Audit Committee's terms of reference require that it comprise two or more independent
	Non-Executive Directors, and at least one person who is to have significant, recent and
	relevant financial experience.
	The Audit Committee currently comprises three members two who are independent Non
	Executive Directors (Malcolm Sinclair, Vaidyanathan Nateshan), and James Skinner a non
	executive corporate advisor. The committee is chaired by James Skinner.
	(B) Remuneration Committee
	The Remuneration Committee has responsibility for the determination of the terms and
	conditions of employment, remuneration and benefits of each of the Chairman, Executive
	Directors, members of the executive and the company secretary, including pension rights
	and any compensation payments, and recommending and monitoring the level and structure
	of remuneration for senior management and the implementation of share option or other

performance-related schemes. The Remuneration Committee will meet at least twice a year.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Remuneration Committee covered in its terms of reference are: determining and monitoring policy on and setting levels of remuneration, early termination, performance-related pay and pension arrangements; authorising claims for expenses from the Directors; reporting and disclosure of remuneration policy; share schemes (including the annual level of awards); obtaining information on remuneration in other companies; and selecting, appointing and terminating remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The Remuneration Committee comprises three members two of whom are independent Non-Executive Directors (Malcolm Sinclair, Vaidyanathan Nateshan) an independent nonexecutive adviser Terry Richards The committee is chaired by Malcolm Sinclair.

(C) Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.

The Nomination Committee's terms of reference deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Nomination Committee covered in its terms of reference include: review of the Board composition; appointing new Directors; reappointment and re-election of existing Directors; succession planning, taking into account the skills and expertise that will be needed on the Board in the future; reviewing time required from Non-Executive Directors; determining membership of other Board committees; and ensuring external facilitation of the evaluation of the Board. The Nomination Committee will meet at least twice a year.

The terms of reference of the Nomination Committee require that it comprise of three independent persons two or more of whom are independent Directors..

The Nomination Committee comprises two members who are independent Non-Executive Directors (Malcolm Sinclair, Vaidyanathan Nateshan), and James Skinner who is an independent corporate advisor. The committee is chaired by Vaidyanathan Nateshan.

	(D) Disclosure Committee
	The Disclosure Committee is responsible for, among other things, helping the Company
	make timely and accurate disclosure of all information that it is required to disclose under its
	legal and regulatory obligations arising as a result of the listing of the Ordinary Shares on
	the Frankfurt Stock Exchange. The Disclosure Committee will meet at such times as shall
	be necessary or appropriate.
	The Disclosure Committee's terms of reference deal with such issues as membership and
	frequency of meetings, together with the requirements for quorum and notice procedure and
	the right to attend meetings. The responsibilities in the terms of reference of the Disclosure
	Committee relate to the following: determining the disclosure treatment of material
	information; identifying insider information; assisting in the design, implementation and
	periodic evaluation of disclosure controls and procedures; monitoring compliance with the
	Company's disclosure procedures and share dealing policies; resolving questions about the
	materiality of information; insider lists; reviewing announcements dealing with significant
	developments in the Company's business; and considering the requirements for
	announcements in case of rumours relating to the Company.
	The Disclosure Committee comprises the Managing Director (Simon St Ledger), an
	independent non-executive corporate advisor (James Skinner) , and the independent non
	executive investor relations advisor (Terry Richards). The Committee is chaired by James
	Skinner.
8.4.3	The Issuer complies with the U K Corporate Governance Code.
	The Australian Subsidiary complies with all aspect of the corporate governance regime that
	applies to it in Australia.
	Neither the Issuer, nor the Australian Subsidiary has been the subject of any regulatory
	orders or inquiries.

8.5 Related Party Transactions

8.5.1	Simon St Ledger is a director of the Issuer and controls a major shareholder of the Issuer.
	He has from time to time not drawn his full salary entitlement, and the undrawn amount has
	been allocated to a loan account with the Issuer. As at the date of this Prospectus that loan
	account has a zero balance.

Simon St Ledger and entities related to him have made a €500,000 loan facility available to the Issuer, to be drawn on as required should additional working capital be required. The facility is unsecured, would accrue interest at a rate of 6.5% per annum, has a five year term from the date of draw down and is repayable only at such time as the Board determines that the Issuer's cash-flow is sufficient to make such payments. As at the date of this Prospectus that facility has not been utilised.

Working capital finance has from time to time been provided by J&J Smith, a shareholder of the Issuer. That loan balance currently stands at A\$984,000. That finance is unsecured, accrues interest at a rate of 6.5% per annum, has a five year term and is repayable during the loan term only at such time as the Board determines that the Issuer's cash-flow is sufficient to make such payments. This loan is unrelated to the working capital facility made available by Simon St Ledger and entities related to him.

Other than as set out above there are no related party transactions in the periods covered by the financial statements which are incorporated in this Prospectus.

9. Reasons for the Offer, Use of Funds

9.1 Reasons for Offer and Use of Funds

9.1.1	This Offer seeks to raise the funds required to assist the Rapid Nutrition Business to pay for
	the costs of entering the US market and for accelerating the growth of the business overall
	as set out below.
	Listing on the Entry Standard is a key milestone in the Growth Plan, as it will assist the
	Issuer to accelerate the Group's growth by funding increased product marketing, larger
	inventory holdings (in order to reduce cost of goods sold).
	The Issuer will use the proceeds of the Offer in the following order:
	a)	recoup the costs of listing on the Entry Standard, (including structuring the affairs of
	the Group for this purpose);
	b) invest in global marketing activity in order to accelerate the growth strategy for
	faster market penetration; and
	c)	Increase inventory holdings in order to reduce manufacturing COGS to increase
	profits which will lead for shareholders.
	Upon full subscription of this offer the issuer will have raised €1,960,000. Allowing for
	completion of the immediate growth plans as laid out above.
	Use of Funds	Estimated Net Amount €
		Maximum Subscription
	• Inventory - Increase inventory	€1,000,000
	holdings in order to reduce
	manufacturing COGS.
	• Cost of offer and listing process	€300,000
	• Marketing – accelerated media	€660,000
	strategy for faster market penetration
	and revenue.
	Total	€1,960,000

10. Selected Financial Information

10.1 Revenue Summary

	Period from 1 July 2013 to 31 March 2014 (Auditor's review)	Period from 11 January 2012 to 30 June 2013 (audited)	Period from 1 July 2010 to 10 January 2012 (audited)
	AU\$	AU\$	AU\$
Revenue	1,561,124	474,897	66,234
Cost of sales
Opening inventory	(160,967)	(33,623)	(33,623)
Direct costs	(457.778)	(451,001)	(20,025)
Closing inventory	123,886	160,967	33,623
Gross profit	1,066,265	151,240	46,209
Gain on foreign exchange	316,652	329,634	-
Administrative expenses	(312,736)	(817,466)	(97,379)
Operating loss	1,070,181	(336,592)	(51,170)
Unrealised gain on financial assets	1,478,990	2,835,585	-
Profit/(loss) before tax	2,549,171	2,498,993	(51,170)
Tax expense	(313,781)	(728,000)	-
Net profit/(loss) for the period attributable to members of the Company	2,235,390	1,770,993	(51,170)
Other comprehensive income	-	-	-
Total comprehensive income for the period attributable to members of the Company	2,235,390	1,770,993	(51,170)
Basic & diluted earnings per
share	0.016	0.013

10.2 Asset and Liability Summary

10.2.1
		31 March 2014 (Auditor's review) AU\$	30 June 2013 (audited)	10 January 2012 (audited) AU\$
			AU\$
	Current assets
	Cash and cash equivalents	1,945	13,274
	Trade and other receivables	1,911,623	353,803	371
	Inventory	123,886	160,967	33,623
	Financial assets	4,960,860	3,165,218
	Other assets	576,687	576,687
	Total current assets	7,575,001	4,269,949	33,994
	Non-current assets
	Property, plant and equipment	49,555	78,947	4,509
	Intangible assets	2,105	2,105	-
	Total non-current assets	51,660	81,052	4,509
	Total assets	7,626,661	4,351,001	38,503
	Current liabilities
	Trade and other payables	763,177	276,811	68,361
	Borrowings	1,247,212	1,014,876	4,656
	Other payables	9,729	568	2,944
	Total current liabilities	2,020,118	1,292,255	75,961
	Non-current liabilities
	Borrowings	74,517	75,891	-
	Deferred tax liabilities	1,041,781	728,000	-
	Total non-current liabilities	1,116,298	803,891	-
	Total liabilities	3,136,416	2,096,146	75,961
	Net assets	4,490,245	2,254,855	(37,458)
	Equity
	Shares	26,972,594	26,972,594	373,863
	Merger reserve	(26,077,411)	(26,077,411)	-
	Retained earnings	3,595,062	1,359,672	(411,321)
	Total equity and reserves	4,490,245	2,254,855	(37,458)

10.3 Employees

10.3.1	Over the twelve month period leading up to the date of this Prospectus the Issuer
	employed three full-time staff (including the executive directors) and between 4 and 10
	temporary and casual staff . The majority of the activities of the Issuer are outsourced to
	third parties, so full-time staff are principally engaged in internal administrative activities of
	the issuer and in management of third party contractors. Casual staff are retained primarily
	to assist with establishing retail distribution and various sales channels in new markets.
	Casual staff also co-ordinate the local production of products and assist with maintaining
	international relationships as required.
10.3.2	Staff other than the directors do not hold any shares, options or other rights to participate
	in the capital of the Issuer, and there is no current or proposed arrangement which would
	create any such rights.

11. Operating and Financial Review of Rapid Nutrition

The following review of the Group's financial condition and operating results should be read in conjunction with the financial information included elsewhere in this document.

11.1 Overview

11.1.1.	The Company's current trading is summarised in Section 1of this document. Descriptions of the
	Company's financial condition, changes in that condition and results of operations for each
	financial year and interim period required to be disclosed in this document under the
	Prospectus Rules are further referred to in paragraph Section 11.3 below. The audited annual
	accounts for the period ended 30 June 2013 are included in this document in Section 13.1. The
	Company's unaudited interim results for the period ended 31 March 2014 are included in this
	document in Section 13.
	The Company has been highly active over the past 12 months ensuring key milestones are
	achieved as announced to the market place. As a result, a strong foundation has been laid that
	will result in a significant impact on the performance and positioning of the company over the
	next 12 months.
	These performance indicators are based on the following which has been successfully secured:
	• 5 year distribution contract in Turkey ( approximate value € 4.1 million)
	• Unanimously approved for a US government grant to establish US headquarters
	(approximate value € \$6 million) which the company has the option to utilise if it deems
	favourable.
	• Completed R&D on its new science-based health supplements product line, which has
	attracted a significant interest from major retailers, resulting in the company securing
	distribution through Australia's largest supermarket retailer which will add substantial
	revenue for the company over the next 12 months. The board anticipates a similar
	result for the US market launch.
	• The company has also formalised a USD\$10 million media agreement to supports its US launch.
	All these milestones further validates the company and shows the company's continued
	commitment in the eyes of its employees, customers, shareholders, partners and future
	investors.
	Furthermore the newly expanded product portfolio along with the secured media spend
	strengthens the company's product position in the market place to outside parties such as
	distributors, suppliers and retailers.
	Furthermore the media is expected to drive shareholder value through additional sales,

strategic partnerships and market pace awareness.

11.2 Changes in financial condition since interim period ending 31 March 2014

11.2.1. There has been no significant change in the financial or trading position of the Issuer which has occured since 31 March 2014, being the date to which the latest unaudited interim financial statements of the Rapid Nutrition Group were prepared.

11.3 Summary of Operating and Financial Review

11.3.1. This period has seen Rapid Nutrition take a significant step forward by converting to a public company which has been successfully admitted to the GXG Stock Exchange. As part of the listing process the company has also implemented a high level or corporate compliance by engaging and assembling an experienced corporate team, board of directors and advisors as well as an independent company secretary. These are all essential elements for laying a strong foundation for the company's future success and overall global growth strategy. By putting in place the necessary infrastructure of a new public company has resulted in the company incurring significantly more expenses 'above and beyond' its normal operational costs. Added to this the company has been in the research and development stage over the past 12 months for its new System LS™ lifestyle range which will be launched in the US and Australia in October 2013.

Rapid Nutrition also incurred a significant logistics hurdle with its Asia operations where FDA requirements for natural healthcare products changed, just after the company had shifted its manufacturing to the US and completed a large production run for Asia. This was a major set back in the company's anticipated revenue for the period, with the company having to hold back several thousand customer inquiries and anticipated orders in Asia as a result. The company is currently working through the process and has put in place several 'risk management' procedures to ensure this is avoided in any future production.

Whilst the board acknowledges the annual accounts may not reflect strong results, the board also firmly believes that the annual accounts are not a meaningful performance indicator of the foundation which has been laid over the past 12 months and what lays ahead over the next 12 months.

As reflected in the 6 months unaudited interim financials the company is seeing significant improvement in its position and growth in sales revenue with several international orders being received in addition to the company securing a 5-year international distribution contract in Turkey. As a result the company was recognised by the Australian Government as the Queensland state winner of the prestigious 'Premier of Queensland Export Awards for 2013'. Additionally, the company's newly developed SystemLS™ product range has gained

		acceptance into Woolworths, Australia's largest supermarket retailer consisting of 820 stores.
11.4 Liquidity and Capital Resources
11.4.1.		There has been no significant change to the liquidity and capital resources position of the
	Group since 31 March 2014, the date to which the unaudited interim financial statements of the
Group are prepared.
		The Company does not have any restriction on the use of its capital resources.
		Treasury activities take place under procedures and policies approved and monitored by the
Board.
The capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) of the Group are set out below. Unless indicated
audited accounting records
Indebtedness
As at
30 June
2013
	30 June 2013	10 January 2012
	\$	\$
Loans from
related parties	6,644	4,656
Other Loans	984,000	-
Current Hire
Purchase Liability	31,502	-
Less: Current
Hire Purchase	(7,270)	-
Interest
	1,014,876	4,656
	30 June 2013	10 January 2012
	\$	\$
Loans from
related parties	6,644	4,656
Other Loans	984,000	-
Current Hire	31,502	-

(7,270) - 1,014,876 4,656
The amount in other loans is a short term loan provided by J&J Smith, shareholders in the
Company. The loan is unsecured and subject to interest at 6.5% annually.

12. Capitalisation and Indebtedness Statement

12.1 Working Capital Statement

12.1.1	In the opinion of the Issuer, taking into account the availability of further unsecured
	shareholder loans, the Group has sufficient working capital to meet its present
	requirements, that is for at least the next 12 months following the date of this Prospectus.
12.1.2	The Issuer has negotiated shareholder loan facilities of €500,000 which it can draw on as
	required should there be any shortfall in its working capital. These facilities are
	unsecured, will accrue interest at a rate of 6.5% per annum from the time of draw down,
	have a five year term and are repayable during the loan term only at such time as the
	Board determines that the Issuer's cash-flow is sufficient to make such payments. In the
	opinion of the Board this facility adequately addresses any matters raised by the auditors
	regarding the potential adequacy of the Issuer's Working Capital.

12.2 Capitalisation and Indebtedness

30 June 2013	10 January 2012
\$	\$
6,644	4,656
984,000	-
31,502	-
(7,270)	-
1,014,876	4,656

13. Historical Financial Information

13.1 Condensed Consolidated Statement of Financial Position as at 31 March 2014

The consolidated statement of financial position and notes represent those of Rapid Nutrition PLC and its subsidiary ("the consolidated group" or "group"). Financial information for the subsidiary for the period 1 July 2010 to 10 January 2012 have been included as the group has chosen to adopt the pooling of interests method to account for the merger of Rapid Nutrition PLC and its subsidiary.

Note - the Issuer can extend its accounting period for up to 18 months pursuant to section 392 of the UK Companies Act 2006 "Alteration of accounting reference date" and accordingly the audited accounts for the first accounting period of the Issuer extend from 11 January 2012 to 30 June 2013.

All references to monetary amounts in this section 13 are to Australian Dollars.

The directors of Rapid Nutrition PLC and its controlled entity ("the Group") confirm that, to the best of our knowledge:

• a) The condensed set of consolidated financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting"' and all relevant pronouncements of the Companies Act 2006.
• b) The condensed set of consolidated financial statements give a true and fair view of the Group's financial position as at 31 March 2014 and of its performance for the interim period ended on that date.
• c) There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

By order of the Board,

Simon St. Ledger

Managing Director

13 May 2014

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2014

	Note	Period from 1 July 2013 to 31 March 2014 (Auditor's review) \$	Period from 1 July 2012 to 31 March 2013 (Audited) \$
Revenue	3	1,561,124	474,344
Cost of sales
Opening inventory		(160,967)	(16,758)
Direct costs		(457,778)	(277,077)
Closing inventory		123,886	160,967
Gross profit		1,066,265	314,476
Gain/(Loss) on foreign exchange		316,652	(68,089)
Administrative expenses		(312,736)	(413,433)
Operating profit/(loss)		1,070,181	(167,046)
Unrealised gain on financial assets		1,478,990	1,108,833
Profit/(loss) before tax		2,549,171	941,787
Tax expense		(313,781)	(218,556)
Net profit/(loss) for the period attributable to members of the Company		2,235,390	723,231
Other comprehensive income		-	-
Total comprehensive income for the period attributable to members of the Company		2,235,390	723,231
Basic & diluted earnings per share	4	0.016	0.05

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2014

	Note	31 March 2014 (Auditor's review)	30 June 2013 (Audited)
		\$	\$
Current assets
Cash and cash equivalents		1,945	13,274
Trade and other receivables		1,911,623	353,803
Inventory		123,886	160,967
Financial assets	5	4,960,860	3,165,218
Other assets		576,687	576,687
Total current assets		7,575,001	4,269,949
Non-current assets
Property, plant and equipment		49,555	78,947
Intangible assets		2,105	2,105
Total non-current assets		51,660	81,052
Total assets		7,626,661	4,351,001
Current liabilities
Trade and other payables		763,177	276,811
Borrowings		1,247,212	1,014,876
Other payables		9,729	728,568
Total current liabilities		2,020,118	2,020,255
Non-current liabilities
Borrowings		74,517	75,891
Deferred tax liabilities		1,041,781	-
Total non-current liabilities		1,116,298	75,891
Total liabilities		3,136,416	2,096,146
Net assets		4,490,245	2,254,855
Equity
Shares		26,972,594	26,972,594
Merger reserve		(26,077,411)	(26,077,411)
Retained earnings		3,595,062	1,359,672
Total equity and reserves		4,490,245	2,254,855

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD TO 31 MARCH 2014

	Ordinary Share Capital	Merger Reserve	Retained Earnings	Total Equity
	\$	\$	\$	\$
Opening balance 1 July 2012	26,972,594	(26,077,411)-	(768,955)	(126,228)
Comprehensive Income
Profit for the period	-	-	723,231	723,231
Total comprehensive income for the period	-	-	723,231	723,231
Transactions with owners, in their capacity as owners Shares issued during the period		-	-	576,695
Balance as at 31 March 2013	26,972,594	(26,077,411)	1,359,672	2,254,855
	26,972,594	(26,077,411)	1,359,672	2,254,855
Opening balance 1 July 2013 Comprehensive Income
Profit for the period	-	-	2,235,390	2,235,390
Total comprehensive income for the period	-	-	2,235,390	2,235,390
Balance as at 31 March 2014	26,972,594	(26,077,411)	3,595,062	4,490,245

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD TO 31 MARCH 2014

	Period from 1 July 2013 to 31 March 2014 (Auditor's review)	Period from 1 July 2012 to 31 March 2013 (Audited)
	\$	\$
Cash flows from operating activities
Receipts from customers	3,304	161,348
Payments to suppliers and employees	(204,386)	(598,694)
Net cash used by operating activities	(201,082)	(437,346)
Cash flows from investing activities
Purchase of plant and equipment	-
Payments for intangibles	-
Net cash used by investing activities	-
Cash flows from financing activities
Proceeds from issue of shares	-	-
Costs of issue of shares	-	-
Proceeds from borrowings	189,753
Repayment of borrowings	-	(21,528)
Proceeds from related party borrowings	-	-
Net cash used by financing activities	189,753	(21,528)
Increase/(decrease)in cash and cash equivalents	(11,329)	(458,874)
Cash and cash equivalents at the beginning of the period	13,274	524,030
Cash and cash equivalents at the end of the period	1,945	65,156

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2014

1. Accounting Policies

Basis of preparation

The statutory financial statements of Group plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of consolidated financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union.

Going concern

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

As at 31 March 2014, the Group had a cash balance of \$1,945 while its net cash outflow for operating activities was \$201,082 in the period then ended.

The Directors recognise that the ability of the Group to continue as a going concern and to pay its debts as and when they fall due may be dependent on settlement of substantial receivable balances, continued support of shareholders through short term loans, and successful realisation of revenue growth via their plans for successful launch of their new product lines. On this basis, the Directors believe there are sufficient funds to meet the Group's working capital requirements for the coming year.

Given the current cash position, the Group is dependent on its current trade receivables in order to pay its debts as and when they fall due, and support working capital requirements.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern.

Changes in accounting policy

For the current, interim financial period, the Group has noted no amendments to International Accounting Standards that will be effective for the first time. As such, the same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest statutory audited financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2014

2. Operating Segments

Operating segments must be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

As a new group, currently in its growth phase, the Board (the Group's chief operating decision maker) believe that, at 31 March 2014, there was only one business segment, the life science and health food products market.

The revenue and results of this segment are those of the Group as a whole and are set out in the statement of profit or loss and other comprehensive income. The segment assets and liabilities of this segment are those of the Group and are set out in the condensed consolidated statement of financial position.

3. Revenue

	Period from 1 July 2013 to 31 March 2014 \$	Period 1 July 2012 to 31 March 2013 \$
Direct Sales	12,277	2,735
Distributor Sales	1,548,847	444,609
Licensing Fees	-	-
	1,561,124	447,344

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2014

4. Earnings per Share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during theperiod.

The following reflects earnings and share data used in the earnings per share calculation.

	Period from 1 July 2013 to 31 March 2014	Period from 1 July 2012 to 31 March 2013
	\$	\$
Profit for the period	2,235,390	723,231
Weighted average number of shares	136,402,380	136,402,380

There were no instruments (e.g. redeemable preference shares or share options) in issue as at 31 March 2014 that could potentially dilute earnings per share in the future.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2014

5. Financial assets

Financial assets measured at fair value through profit or loss

Financial assets held for trading:

• Investments in equity instruments held for trading

	31 March 2014	30 June 2013
	\$	\$
Held for Trading Motivideo Shares	4,960,860	3,165,218

Shares held for trading are traded for the purpose of short term profit taking. Changes in fair value are included in the statement of profit or loss and other comprehensive income.

Reconciliation of period end balance:

Unrealised gains:	\$
Value brought forward at 1 July 2013	3,165,218
Gain to 31 March 2014	1,478,990
Foreign exchange gain	316,652
Value at period end	4,960,860

We have been engaged by the Company to review the condensed set of consolidated financial statements in the interim financial report for the nine months ended 31 March 2014, prepared for the purpose of inclusion with the Company's prospectus to the Frankfurt Stock Exchange. These interim financial statements have been prepared for the purpose of complying with item 20.1 of Annex I of the Prospectus Regulation.

The financial statements comprise the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to5. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note1, the statutory financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of consolidated financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of consolidated financial statements in the interim financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the interim financial report for the nine months ended 31 March 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Emphasis of matter – Inherent uncertainty regarding continuation as a going concern

Without modifying our opinion, we draw attention to Note 2 in the financial statements, which indicates that the Group experienced net cash outflows of \$201,082 in the period, while it had cash and cash equivalents at the end of the period of \$1,945.

Given those noted findings, we believe that the Group's ability to continue as a going concern is dependent on the Group receiving monies owed by trade receivables, financial support through shareholder loans, and successfully realising revenue growth via the Group's plans to launch their new product lines in the coming year.

Without the above funding arrangements coming to fruition, certain events may cast doubt on the Group's ability to continue as a going concern.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affects its import. This declaration is included in the prospectus in compliance with item 1.2 of Annex I and item 1.2 of Annex III of the Prospectus Directive Regulation.

Nicholas Hollens - Senior Statutory Auditor For and on behalf of KSI (WA) – Statutory Auditors

35 Outram Street West Perth WA 6005 Australia

13 May 2014

RAPID NUTRITION PLC

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JULY 2010 - 30 JUNE 2013

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIODS 11 JANUARY 2012 – 30 JUNE 2013; 1 JULY 2010 – 10 JANUARY 2012

	Note	Period from 11 January 2012 to 30 June 2013	Period from 1 July 2010 to 10 January 2012 \$
		\$
Revenue	4	474,897	66,234
Cost of sales
Opening inventory		(33,623)	(33,623)
Direct costs		(451,001)	(20,025)
Closing inventory		160,967	33,623
Gross profit		151,240	46,209
Gain on foreign exchange		329,634	-
Administrative expenses		(817,466)	(97,379)
Operating loss	5	(336,592)	(51,170)
Unrealised gain on financial assets		2,835,585	-
Profit/(loss) before tax		2,498,993	(51,170)
Tax expense	7	(728,000)	-
Net profit/(loss) for the period attributable to members of the Company		1,770,993	(51,170)
Other comprehensive income		-	-
Total comprehensive income for the period attributable to members of the Company		1,770,993	(51,170)
Basic & diluted earnings per share	27	0.01

All of the activities of the Group are classed as continuing.

All of the total comprehensive income for the period is attributable to the owners of the Group.

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2013; 10 JANUARY 2012

	Note	30 June 2013 \$	10 January 2012 \$
Current assets
Cash and cash equivalents	11	13,274	-
Trade and other receivables	10	353,803	371
Inventory	12	160,967	33,623
Financial assets	13	3,165,218	-
Other assets	14	576,687	-
Total current assets		4,269,949	35,994
Non-current assets
Property, plant and equipment	8	78,947	4,509
Intangible assets	9	2,105	-
Total non-current assets		81,052	4,509
Total assets		4,351,001	38,503
Current liabilities
Trade and other payables	15	276,811	68,361
Borrowings	17	1,014,876	4,656
Current tax liabilities	16	728,000
Other payables		568	2,944
Total current liabilities		2,020,255	75,961
Non-current liabilities
Borrowings	18	75,891	-
Total non-current liabilities		75,891	-
Total liabilities		2,096,146	75,961
Net assets		2,254,855	(37,458)
Equity
Shares	19	26,972,594	373,863
Merger reserve		(26,077,411)	-
Retained earnings	20	1,359,672	(411,321)
Total equity and reserves		2,254,855	(37,458)

These financial statements were approved and authorised for release by the Directors on 7 October 2013 and are signed on its behalf by:

S St Ledger

Director Company registration number: 07905640

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 1 JULY 2010 TO 11 JANUARY 2012

	Ordinary Share Capital	Merger Reserve	Retained Earnings	Total Equity
	\$	\$	\$	\$
Opening balance 1 July 2010	318,477	-	(360,151)	(41,674)
Comprehensive income
Profit for the period	-	-	(51,170)	(51,170)
Other comprehensive income	-	-	-	-
Total comprehensive income for the period	-	-	(51,170)	(51,170)
Transactions with owners, in their capacity as owners
Share for share exchange on acquisition of the subsidiary	-	-	-	-
Shares issued during the period	57,277	-	-	57,277
Shares issued cost	(1,891)	-	-	(1,891)
Balance as at 10 January 2012	373,863	-	(411,321)	(37,458)

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013

	Ordinary Share Capital	Merger Reserve	Retained Earnings	Total Equity
	\$	\$	\$	\$
Opening balance 11 January 2012	373,863	-	(411,321)	(37,458)
Comprehensive Income
Profit for the period	-	-	1,770,993	1,770,993
Total comprehensive income for the period	-	-	1,770,993	1,770,993
Transactions with owners, in their capacity as owners
Share for share exchange on acquisition of the subsidiary	26,077,411	(26,077,411)	-	-
Shares issued during the period	576,695	-	-	576,695
Shares issued cost	(55,375)	-	-	(55,375)
Balance as at 30 June 2013	26,972,594	(26,077,411)	1,359,672	2,254,855

STATEMENT OF CASH FLOWS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

	Note	Period from 11January 2012 to 30 June 2013	Period from 1 February 2011 to 10 January 2012
		\$	\$
Cash flows from operating activities
Receipts from customers		121,464	66,771
Payments to suppliers and employees		(1,015,412)	(63,349)
Net cash used by operating activities	23	(893,948)	3,422
Cash flows from investing activities
Purchase of plant and equipment	8	(8,525)	-
Payments for intangibles		(2,105)	-
Net cash used by investing activities		(10,630)	-
Cash flows from financing activities
Proceeds from issue of shares		-	57,277
Costs of issue of shares		(55,375)	(1,891)
Proceeds from borrowings		985,988	-
Proceeds from related party borrowings		-	(71,645)
Net cash used by financing activities		930,613	(16,259)
Increase/(decrease)in cash and cash
equivalents		26,035	(12,837)
Cash and cash equivalents at the beginning of the period		(12,761)	76
Cash and cash equivalents at the end of the period	11, 15	13,274	(12,761)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

The consolidated financial statements and notes represent those of Rapid Nutrition PLC and its subsidiary ("the consolidated group" or "group"). The consolidated financial statements have been prepared for the period 11 January 2012 to 30 June 2013 to reflect Rapid Nutrition PLC's first financial period following incorporation. Comparative figures for the period 1 July 2010 to 10 January 2012 have been included as the group has chosen to adopt the pooling of interests method to account for the merger of Rapid Nutrition PLC and its subsidiary.

The audited financial figures for the period 11 January 2012 to 30 June 2013 have been audited and are those as filed with Companies House for statutory compliance purposes. The audited comparative figures for the period 1 July 2010 to 10 January 2012 have been prepared specifically for the purposes of this financial report, for inclusion in the company's prospectus.

1. Significant accounting policies

1.1 Basis of accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements are drawn up under the historical cost convention.

IFRS, issued by the International Accounting Standards Board (IASB) set out accounting policies that the IASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless otherwise stated.

1.2 Going concern

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

For the period ended 30 June 2013, the Group had a cash balance of \$13,274 while it incurred expenses during the period of \$1,268,458. The Directors believe there are sufficient funds to meet the Group's working capital requirements for the coming year.

However, the Directors recognise that the ability of the Group to continue as a going concern and to pay its debts as and when they fall due may be dependent on the ability of the Group to secure additional funding through shareholder loans, entering into negotiations with third parties regarding the sale of assets of the Group, or successful realisation of revenue growth via their plans for successful launch of their new product lines.

Given the current cash position, there is uncertainty about whether the Group can continue as a going concern.

Should the Group be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those stated in the financial report.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

1.3 Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Rapid Nutrition PLC at the end of the reporting period. A controlled entity is any entity over which Rapid Nutrition PLC has the power to govern the financial and operating policies so as to obtain benefits from its activities.

In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation.

In the company statement of financial position investment in subsidiaries is accounted for at the nominal value of the shares issued on acquisition.

Pooling of Interests on Incorporation of Parent Entity

On incorporation of the entity, subsidiaries have been consolidated using the pooling of interests method on the basis that the entities being combined are ultimately controlled by the same parties, both before and after the combination.

Under this method the assets and liabilities of the acquiree are recorded at book value and intangible assets and contingent liabilities are only recognised if they were previously recognised by the acquiree. No goodwill is recorded and expenses of the combination are written off immediately in profit or loss.

Subsequent Business Combination

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 exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, 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 remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

1.4 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group's activities, as described below. The group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

Sales of goods – wholesale

The group manufactures and sells a range of life science (including weight loss) products in the wholesale market. Sales of goods are recognised when a group entity has delivered products to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler's acceptance of the products. Delivery does not occur until the products have been shipped to the specified location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed or the group has objective evidence that all criteria for acceptance have been satisfied. The life science products are often sold with volume discounts; customers have a right to return faulty products in the wholesale market. Sales are recorded based on the price specified in the sales contracts, net of the estimated volume discounts and returns at the time of sale. Accumulated experience is used to estimate and provide for the discounts and returns. The volume discounts are assessed based on anticipated annual purchases.

Internet revenue

Revenue from the provision of the sale of goods on the internet is recognised at the point that the risks and rewards of the inventory have passed to the customer, which is the point of dispatch. Transactions are settled by credit or payment card. Provisions are made for internet credit notes based on the expected level of returns, which in turn is based upon the historical rate of returns.

1.5 Finance income

Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

1.6 Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight line method, on the following bases:

Computer equipment	30%
Motor vehicles	20%
Fixture, fittings and equipment	30%

1.7 Intangible Assets

Trademarks and licences

Separately acquired trademarks and licences are shown at historical cost. Trademarks and licences acquired in a business combination are recognised at fair value at the acquisition date. Once utilisation commences, trademarks and licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences over their estimated useful lives of 15 to 20 years.

1.8 Research and Development

Research costs are not viewed as separable from development costs. As such, all of these costs are expensed as incurred.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

1.9 Financial Assets

Classification

The group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) 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 also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

(b) 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 maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the balance sheet.

(c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date – the date on which the group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'other (losses)/gains – net' in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the group's right to receive payments is established.

Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised in other comprehensive income. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as 'gains and losses from investment securities'.

Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of finance income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the group's right to receive payments is established.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

1.10 Cash & Cash Equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

1.11 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the firstin, first-out (FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Costs of inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges for purchases of raw materials.

1.12 Trade Receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

1.13 Trade Payables

Trade and other payables are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. They are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method. Current liabilities represent those amounts falling due within one year.

1.14 Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable and payable. The net amount of GST recoverable from, or payable to, the ATO is included with the receivables or payables in the statement of financial position.

1.15 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement 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 pre-payment for liquidity services and amortised over the period of the facility to which it relates.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

1.16 Income Tax

Income tax expense or benefit represents the sum of current corporation tax payable and provision for deferred income taxes.

Current income tax payable is based on taxable profit for the period or year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current corporation tax is calculated using tax rates and laws that have been enacted or substantively enacted at the period-end date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the date of the statement of financial position where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions:

Deferred tax assets are recognised only to the extent that the Directors consider that it is probable that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the period-end date.

1.17 Foreign Currencies

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates ('the functional currency'). The financial statements are presented in Australian dollars, which is the Group's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions.

Foreign currency monetary assets and liabilities at the reporting date are translated at the exchange rate existing at the reporting date. Exchange differences are recognised in the statement of comprehensive income in the period in which they arise.

1.18 Contributed Equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the Company reacquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognise directly in equity.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

1.19 Segment Reporting

Operating segments were reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.

1.20 New Accounting Standards for Application in Future Periods

(a) New and amended standards adopted by the group

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial period beginning on 11 January 2012 that would be expected to have a material impact on the group.

(b) New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the financial statements of the group, except the following set out below:

IAS 27 Separate Financial Statements (as revised in 2011). As a consequence of the new IFRS 10 and IFRS 12 (refer below), what remains in IAS 27 is limited to accounting for subsidiaries, joint arrangements and associates in separate financial statements. The group has not yet evaluated the impact of this change for their forthcoming accounting period.

IAS 28 Investments in Associates and Joint Ventures (as revised in 2011). As a consequence of the new IFRS 11 and IFRS 12, IAS 28 has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. This amendment will have no impact on the Group, as it does not have joint ventures. The revised standard is effective for annual periods beginning on or after 1 January 2013.

IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP.

IAS 19, 'Employee benefits', was amended in June 2011. The impact on the group will be as follows: to immediately recognise all past service costs; and to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset). The group is yet to assess the full impact of the amendments.

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: 1) those measured as at fair value and 2) those measured at amortised cost. The determination is made at initial recognition.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January

1. The group will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.

IFRS 10, Consolidated financial statements', builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent group. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The group is yet to assess IFRS 10's full impact and intends to adopt IFRS 10 no later than the accounting period beginning on or after 1 January 2013.

IFRS 11 Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointlycontrolled Entities — Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. The group is currently assessing the impact that this standard will have on the financial position and performance. This standard is effective for annual periods beginning on or after 1 January 2013.

IFRS 12, 'Disclosures of interests in other entities', includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The group is yet to assess IFRS 12's full impact and intends to adopt IFRS 12 no later than the accounting period beginning on or after 1 January 2013. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

2. Parent Information

In according with section 408 of the UK Companies Act 2006, the company is availing itself of the exemption from presenting its individual statement of profit or loss and other comprehensive income. The company's profit / (loss) for the financial period as determined in accordance with IFRS's is \$2,835,585. The company had no cashflow in the period, and therefore no cashflow statement has been prepared.

	30 June 2013
	\$
Statement of Financial Position
Non-Current Assets
Investment in subsidiaries	26,509,688
Current Assets
Investments	3,165,218
Other Assets	576,687
Total Assets	30,251,593
Current Liabilities	-
Non-Current Liabilities	-
Total Liabilities	-
Issued Capital	27,086,383
Reserves	329,625
Retained Earnings	2,835,585
Total Equity	30,251,593

Guarantees

Rapid Nutrition PLC has not entered into any guarantees, in the financial period, in relation of the debts of its subsidiary.

Contingent Liabilities

At 30 June 2013, Rapid Nutrition PLC did not have any contingent liabilities.

Contractual Commitments

At 30 June 2013, Rapid Nutrition PLC had not entered into any contractual commitments for the acquisition of property, plant or equipment.

Consolidation of subsidiaries

Following the incorporation of Rapid Nutrition PLC, Rapid Nutrition Pty Ltd was acquired through a share for share exchange. The subsidiary has been consolidated using the pooling of interest method on the basis that the entities being combined are ultimately controlled by the same parties, both before and after the combination. Under this method the assets and liabilities of the acquiree are recorded at book values and intangible assets and contingent liabilities are only recognised if they were previously recognised by the acquiree. No goodwill is recorded and expenses of the combination are immediately written off in the profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

2. Parent Information (continued)

	Net Assets Acquired
	\$
The carrying value of the subsidiary's net assets at the date of combination were as follows:
Rapid Nutrition Pty Ltd	20,956

The shares in Rapid Nutrition Pty Ltd were exchange for 226,947,077 Ordinary £0.10 shares in Rapid Nutrition PLC.

3. Operating Segments

Operating segments must be identified on the basis of internal reports about components of the consolidated entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

As a new group, currently in its growth phase, the Board (the group's chief operating decision maker) believe that, at 30 June 2013, there was only one business segment, the life science and health food products market.

The revenue and results of this segment are those of the consolidated entity as a whole and are set out in the statement of profit or loss and other comprehensive income. The segment assets and liabilities of this segment are those of the consolidated entity and are set out in the statement of financial position.

4. Revenue

	Period from 11January 2012 to 30 June 2013 \$	Period from 1 July 2010 to 10 January 2012 \$
Direct Sales	115,051	16,234
Distributor Sales	359,846	-
Licensing Fees	-	50,000
	474,897	66,234

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

5. Operating loss

The following items have been included in arriving at the operating loss:

	Period from 11 January 2012 to 30 June 2013 \$	Period from 1 July 2010 to 10 January 2012 \$
Gains on foreign exchange	329,634	-
Depreciation on property, plant and equipment	34,210	9,024
Directors' remuneration	212,500	-
Directors' consulting fees	107,098	-
Auditor's remuneration
- As auditors	7,000	-
- As tax agents	2,000	-

All remuneration payable to the auditors has been disclosed above. No other non-audit services have been provided. No benefits in kind are payable to the auditors.

6. Employees

	Period from 11 January 2012 to 30 June 2013 \$	Period from 1 July 2010 to 10 January 2012 \$
Staff costs for the Group during the period:
Wages and salaries	142,892	-
Director's remuneration	212,500	-
Superannuation	29,068	-
	384,460	-

The average monthly number of staff (including executive Directors) employed by the Group during the period amounted to:

	Period from 11 January 2012 to 30 June 2013	Period from 1 July 2010 to 10 January 2012
Management staff	4	1

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

7. Taxation

	Period from 11 January 2012 to 30 June 2013 \$	Period from 1 July 2010 to 10 January 2012 \$
Current Tax
Current tax on profits in the period	-	-
Deferred Tax
Origination of temporary timing differences	728,000	-
Income Tax Expense	728,000	-

The deferred tax charge shown relates to the unrealised gain recognised on financial assets held at 30 June 2013. It is due to temporary timing differences between the recognition of the gain and the charging of tax.

Factors affecting current tax charge

The effective rate of tax for the period is lower than the standard rate of corporation tax in the UK of 24.1% (2012: 26.4%). The differences are explained below:

	Period from 11 January 2012 to 30 June 2013	Period from 1 July 2010 to 10 January 2012
	\$	\$
Profit/(Loss) before taxation	2,498,993	(51,170)
Profit on ordinary activities multiplied by the standard rate of tax in the UK of 24.1% (2012: 26.4%)	602,614	(12,332)
Excluded loss (incurred solely in Australia)	81,167	12,332
Income adjustments	(683,781)	-
Total current tax	-	-

HM Revenue & Customs have announced a reduction in the rate of corporation tax to 23% for accounting periods starting after 1 April 2013. It has also announced that the rate of corporation tax will be reduced to 21% for accounting periods starting after 1 April 2014.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

8. Property, plant and equipment

	Motor Vehicles \$	Computer Equipment \$	Fixtures, fittings and equipment \$	Total \$
Cost
As at 11 January 2012	70,751	8,026	10,860	89,637
Additions	106,177	2,471	-	108,648
At 30 June 2013	176,928	10,497	10,860	198,285
Depreciation
As at 11 January 2012	70,751	8,026	6,351	85,128
Charge for the period	30,083	1,050	3,077	34,210
At 30 June 2013	100,834	9,076	9,428	119,338
Net book amount at 30 June 2013	76,094	1,421	1,432	78,947
	Motor Vehicles \$	Computer Equipment \$	Fixtures, fittings and equipment \$	Total \$
Cost
As at 1July 2010	70,751	8,026	10,860	89,637
At 10 January 2012	70,751	8,026	10,860	89,637
Depreciation
As at 1 July 2010	64,137	7,788	4,179	76,104
Charge for the period	6,614	238	2,172	9,024
At 10 January 2012	70,751	8,026	6,351	85,128
Net book amount at 10 January 2012	-	-	4,509	4,509

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

9. Intangible Assets

	30 June 2013 \$	10 January 2012 \$
Intellectual property	2,105	-

At 30 June 2013, the group's main product launch for which the above intellectual property was acquired had not yet taken place, thus no amortisation has yet been charged.

10. Trade and other receivables – current

	30 June 2013 \$	10 January 2012
		\$
Trade receivables	353,803	371

11. Cash and cash equivalents

	30 June 2013 \$
Cash at bank	13,264	-

Cash at bank is included as cash and cash equivalents in connection with the statement of cash flows.

When in overdraft, this balance is included in trade and other payables.

12. Inventory

	30 June 2013 \$
Finished goods	160,967	33,623

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

13. Financial assets

Financial assets measured at fair value through profit or loss

Financial assets held for trading:

• Investments in equity instruments held for trading

	30 June 2013	10 January 2012
	\$	\$
Held for Trading Motivideo Shares	3,165,218	-

Shares held for trading are traded for the purpose of short term profit taking. Changes in fair value are included in the statement of profit or loss and other comprehensive income.

Reconciliation of year end balance:

Unrealised gains:	\$
- Gain on admission to GXG trading at EUR 0.19	1,077,522
- Gain to 30 June 2013	1,758,062
Foreign exchange gain	329,634
Value at period end	3,165,218

14. Other assets

	30 June 2013	10 January 2012
	\$	\$
Unpaid shares	576,687	-

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

15. Trade and other payables – current

	30 June 2013	10 January 2012
	\$	\$
Trade payables	-	78
Overdraft	-	12,761
Credit card	599	30,539
Deferred income	67,435	24,983
Accruals	37,810	-
Accrued wages	170,967	-
	276,811	68,361

16. Current tax liabilities

	30 June 2013 \$	10 January 2012 \$
Deferred tax liability	728,000	-

The liability to deferred tax has been classified as current as, should the corresponding assets be sold, the tax liability will crystallise immediately.

17. Borrowings

	30 June 2013 \$	10 January 2012 \$
Loans from related parties	6,644	4,656
Other Loans	984,000	-
Current Hire Purchase Liability	31,502	-
Less: Current Hire Purchase Interest	(7,270)	-
	1,014,876	4,656

The amount in other loans is a short term loan provided by J&J Smith, shareholders in the Company. The loan is unsecured and subject to interest at 6.5% annually.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

18. Non-current Borrowings

	30 June 2013 \$	10 January 2012 \$
Hire purchase Liability > 1 year	86,550
Hire purchase interest > 1 year	(10,659)	-
	75,891	-

19. Contributed equity

As mentioned in Note 2 and shown in the Statement of Changes in Equity shown on page 11, Rapid Nutrition PLC is applying the "pooling of interests" method of accounting for its business combination with Rapid Nutrition Pty Ltd. In accordance with the principles that underpin this methodology, the comparative figures for this period's financial statements are those of the subsidiary company, alone. As shown below, this has given rise to a change in share capital as the new parent entity, Rapid Nutrition PLC, came into existence at the start of the current period – 11 January 2012 – and completed a share for share exchange to acquire Rapid Nutrition Pty Ltd. This transaction eliminated the share capital of the subsidiary from the current period's consolidated figures, replacing it with that of the parent.

	30 June 10 January 2013 2012		30 June 2013		10 January 2012
	Securities	Securities	\$	\$
Contributed Equity (Rapid Nutrition Pty Ltd)	-	-	-	432,277
Ordinary shares of £1 each (Rapid Nutrition PLC)	6	-	8	-
Ordinary shares of £0.10 each (Rapid Nutrition PLC)	231,884,040	-	27,086,375	-
Cost of issued shares	-	-	(113,789)	(58,414)
	231,884,046	-	26,972,594	373,863

The holder of the ordinary shares is entitled to one vote per share at any meeting of the Company whether in person or by proxy. The holder is entitled to receive dividends declared from available profits and to the surplus of assets on a winding up.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

20. Retained Earnings

	30 June 2013 \$	10 January 2012 \$
Balance brought forward	(411,321)	(415,294)
Profit for the period	1,770,993	3,973
Balance carried forward	1,359,672	(411,321)

21. Related party transactions

Name (relationship)	Transaction	Amount					Amount due from/(to) related party
		2013	2012	2013	2012
		\$	\$	\$	\$
Rapid Nutrition	Revenue	359,846	-	-	-
(India)	Trade receivable	-	-	285,997	-
M&M Management Pty Ltd	Ordinary Shares held	5,482,707	-	-	-
	Unpaid portion of shares	-	-	576,687	-
JBG Corp Pty Ltd	Ordinary Shares held	12,110,277	-	-	-
Health-E-Nominees	Consultancy Expenses	14,001	-	-	-

Nature of related parties

One of the directors of Rapid Nutrition Private Limited (India) is Vaidyanathan Nateshan, current director of Rapid Nutrition PLC. M&M Management Pty Ltd and JBG Corp Pty Ltd are companies controlled by the director of Rapid Nutrition, Simon St Ledger and his related parties.

Transactions with related parties

All transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

22. Related party transactions (continued)

Key Management Personnel

All transactions with key management personnel (the directors) during the period 11 January 2012 to 30 June 2013 are disclosed below:

	Salary	Superannuation	Consultancy Fees	Total
Simon St Ledger 1 2	212,500	25,476	-	237,976
Vaidyanathan Nateshan	-	-	30,048	30,048
Malcolm Sinclair 2	-	-	77,050	77,050

During the period, there were no advances, credits or guarantees subsisting on behalf of the directors.

23. Commitments and contingencies

At 30 June 2013 the Group did not have any contingencies.

At 30 June 2013 the Group had the following obligations under non-cancellable finance leases:

	30 June 2013 \$	10 January 2012 \$
Finance lease commitments
Payable – minimum lease payments
- Not later than 12 months	24,232	-
- Between 12 months and 5 years	75,891	-

The finance leases are on motor vehicles which commenced in June 2012. They are 5 year leases with equal payments throughout the lease term, and one balloon payment at the end.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

24. Reconciliation of operating profit to net cash outflow from operations

	Period from 11January 2012 to 30 June 2013 \$	Period from 1 July 2010 to 10 January 2012 \$
Operating loss	(336,592)	(51,170)
Depreciation	34,210	9,024
Gain on foreign exchange	(329,625)	-
(Increase)/decrease in Receivables	(353,432)	537
Increase/(decrease) in Payables	218,835	45,031
(Increase)/decrease in Inventory	(127,344)	-
Net cash outflow from operations	(893,948)	3,422

25. Financial risk management

The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable & loans from related parties.

The Group's financial instruments at 30 June 2013 were classified as follows:

	Note	30 June 2013 \$	10 January 2012 \$
Financial assets
Cash and cash equivalents	11	13,264	-
Trade and other receivables	10	353,803	371
Financial assets	13	3,165,218	-
Total financial assets		3,532,285	371
Financial liabilities
- Trade and other payables	16	276,811	68,361
- Borrowings	18, 19	1,090,767	4,656
		1,367,578	73,017

Fair value versus carrying amounts

All items shown in the preceding table as either financial assets or financial liabilities are short term instruments whose carrying value is equivalent to the fair value. There is not considered to be a material difference between the fair value and the carrying value.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

25. Financial risk management (continued)

Specific Financial Risk Exposures and Management

The Group's activities expose it to a number of financial risks that include market risk, credit risk and liquidity risk.

(a) Market Risk

i) Foreign exchange risk

The Group's main financial asset – shares held at fair value through the profit and loss – are denominated in Euros, so the risk of any adverse movement in the foreign currency exchange rates is borne by the Group.

As at 30 June 2013, if the Euro had strengthened/weakened by 5% against the Australian dollar with all other variables held constant, comprehensive income for the period and assets would have been \$158,261 higher/lower, as a result of foreign exchange gains/losses on transaction of the financial asset.

ii) Interest rate risk

The Group had interest-bearing liabilities during the period, but is not exposed to interest rate risk because the interest rates on their liabilities are set by private agreement, not by reference to market rates. The group does not have any liabilities to financial institutions at 30 June 2013. As such, sensitivity analysis with regard to movements in interest rates would not be meaningful.

(b)Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance of counter-parties of contract obligations that could lead to financial losses to the group.

Credit risk exposures

The Group had no significant concentrations of credit risk. For loans receivable and payable, please refer to Note 10 – Trade and Other Receivables & Note 17 - Borrowings. Loans are unsecured and have no fixed repayment date.

(c) Liquidity risk

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages this risk through careful cash management policies. In order to meet its short term obligations, the group has the support of several key shareholders who are willing to provide funds to the group on an as-needed basis.

26. Share Based Payments

No share options have been granted to employees or directors. No shares were granted to suppliers as shared based payments during this or the preceding financial period.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 11 JANUARY 2012 TO 30 JUNE 2013; 1 JULY 2010 TO 10 JANUARY 2012

27. Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year. Due to the alteration in the group's capital structure at 11 January 2012, when Rapid Nutrition PLC was incorporated, comparative figures have not been calculated as they are not considered comparable to the current year.

The following reflects earnings and share data used in the earnings per share calculation.

	Period from 11January 2012 to 30 June 2013 \$
Profit for the year	1,770,993
Weighted average number of shares	136,402,380

There were no instruments (e.g. redeemable preference shares or share options) in issue as at 30 June 2013 that could potentially dilute earnings per share in the future.

28. Subsequent Events

Other than the following, the directors are not aware of any significant events since the end of the reporting period.

The Group is in the process of finalising arrangements that will secure a \$10m media spend to support the Group's new product launch in October 2013.

29. Company Details

The registered office of Rapid Nutrition PLC is:

2 nd Floor 145-157 St. John Street London England EC1V 4PW

The principal place of business is:

40-46 Nestor Drive Meadowbrook QLD 4131 Australia

INDEPENDENT AUDITORS' REPORT

FOR THE PERIOD 1 JULY 2010 TO 30 JUNE 2013

We have audited the consolidated financial statements of Rapid Nutrition PLC for the three year period 1 July 2010 to 30 June 2013. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The figures presented for the period 1 July 2010 to 10 January 2012 have been prepared specifically for the purpose of inclusion with the Company's prospectus to the Frankfurt Stock Exchange. They represent the results of Rapid Nutrition Pty Ltd as a single entity, in line with the provisions for presenting comparatives for companies combined into a group under the pooling of interests method of accounting for a common control business combination.

The figures presented for the period 11 January 2012 to 30 June 2013 are those produced to meet statutory filing obligations in the UK. They have been filed with Companies House.

These financial statements have been prepared for the purpose of complying with item 20.1 of Annex I of the Prospectus Regulation.

Respective responsibilities of the directors and auditors

The directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2013 & 10 January 2012, and of its performance for the three years ended 30 June 2013;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

INDEPENDENT AUDITORS' REPORT

Emphasis of matter – Inherent uncertainty regarding continuation as a going concern

Without modifying our opinion, we draw attention to the following financial information: in the period from 11 January 2012 to 30 June 2013, the Group experienced net cash outflows from operating activities of \$893,948, while it had cash and cash equivalents at the end of the period totalling \$13,274. Given those noted findings, we believe that the group's ability to continue as a going concern is dependent on the group securing additional funding through shareholder loans, or successful realisation of revenue growth via the Group's plans to launch their new product lines in the coming year.

As a result, there is a material uncertainty related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Our opinion is not qualified in respect of this matter.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• the directors were not entitled to take advantage of the small companies' exemption in preparing the directors' report.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affects its import. This declaration is included in the prospectus in compliance with item 1.2 of Annex I and item 1.2 of Annex III of the Prospectus Directive Regulation.

Nicholas Hollens – Senior Statutory Auditor For and on behalf of KSI (WA) – Statutory Auditors 1304 Hay St West Perth WA 6005 Australia

Date: 13 May, 2014

13 May 2014Simon St Ledger Rapid Nutrition PLC 40-46 Nestor Drive Meadowbrook QLD 4131 Australia

Dear Simon,

Rapid Nutrition PLC

In support of your submission to the Frankfurt Stock Exchange, in relation to the audit reports for the above named company for the periods ended 30 June 2013 and 10 January 2012, we confirm the following:

• 1. As described in the audit reports, the Senior Statutory Auditor for these engagements was Nicholas Hollens, who is the individual responsible for the audit report and opinion expressed therein.
• 1. As described in the audit reports, our responsibility was to audit and express an opinion on the financial statements, in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
• 1. As described in the audit reports, the directors of the Company are responsible for the preparation of the financial statements and being satisfied that they give a true and fair view of the company's position at the period end date, and performance for the period up to that date.

We provide the above in compliance with the requirements of Annex I, 1.1-1.2 and PR 5.5.3(2)(f).

We consent to your including this statement and our audit reports in your submission to the stock exchange.

Yours faithfully

Nicholas Hollens Principal KSI (WA)

14. Dividend Policy and Legal Proceedings

14.1 Dividend Policy

14.1.1	The Issuer has no dividend policy at the submission date of this document. The Board will
	determine what, if any, dividends are to be distributed to shareholders from time to time
	taking into account the profitability and strategic direction of the Issuer, and such other
	matters as the Board may consider relevant. The Board has no restrictions on its ability to
	determine a dividend policy.
14.1.2	No dividends have been paid by the Issuer as of the submission date of this document.

14.2 Legal and Arbitration Proceedings

14.2.1	There are no governmental, legal or arbitration proceedings (including any such
	proceedings which are pending or threatened of which the Issuer is aware), during a period
	covering at least the 12 months preceding the date of this Prospectus which may have, or
	have had in the recent past, significant effects on the Issuer's and/or the Rapid Nutrition
	Group's financial position or profitability.

15.1 Share Capital

15.1.1	Share Capital
		30 June	10 January	30 June	10 January
		2013	2012	2013	2012
		Securities	Securities	\$	\$
	Contributed Equity
	(Rapid Nutrition Pty	-	-	-	432,277
	Ltd)
	Ordinary shares of
	£1 each (Rapid	6	-	8	-
	Nutrition PLC)
	Ordinary shares of
	£0.10 each (Rapid	231,884,040	-	27,086,375	-
	Nutrition PLC)
	Cost of issued
	shares	-	-	(113,789)	(58,414)
		231,884,046	-	26,972,594	373,863

15.2 History of Share Capital

15.2.1 The share capital of the Issuer was finalised shortly after the company was incorporated and has not changed materially since that time.

15.3 Article of Association

15.3.1	The Articles of Association of the Issuer are available for inspection at the registered office of
	the Issuer.
	Significant provisions of the Articles of Association include the following:
	Provisions regarding directors and managers of the Issuer
	The number of directors must be at least two and may not exceed 10; and Directors may be
	appointed by the Directors or by an ordinary resolution at a meeting of the members. Directors
	are not required to retire by rotation at any annual general meeting or general meeting of the
	Company.

The Directors have full authority to conduct the affairs of the Issuer in compliance with the provisions of the Articles of Association. The members of the Issuer may direct the Directors to take or refrain from taking certain action. However, such special resolution does not invalidate any action already taken by one or more Directors.

Decisions of the Directors are to be taken at a Directors meeting or in the form of a written resolution; and the Directors may delegate certain powers to other parties as they see fit, including one or more of the Directors.

The Directors may appoint local boards or management groups to manage the affairs of the Issuer, and this would include appointing the board of any wholly owned subsidiary.

Existing share rights, preferences and restrictions

Your attention is drawn to the risks outlined in Section 2.2 of this Prospectus, especially in relation to the limitation on the rights of electronic shareholders, whose shares are held by the UK Custodian.

Subject to limitations of electronic trading platforms and custodian arrangements, each shareholder of the Issuer who has fully paid Shares has the following rights as determined by the Articles of Association and the laws of England and Wales:

• (a) Right to attend and speak at a general meetings;
• (b) Right to vote at a meeting of members;
• (c) Right to receive dividends.

The Issuer has only issued ordinary shares, and as such there are no preferences or restrictions that distinguish the shares in the company, except to the extent that the existing shareholders have voluntarily entered into a holding lock that prevents them from selling their Shares on market for the 12 month period after the listing of the Issuer unless authorised by the Issuer.

Conditions governing shareholder meetings

The following should be read in conjunction with each of the sections relating to CREST and Clearstream and the resultant variation of shareholder rights, including Sections 5.1.2.5 to 5.1.2.12 of this Prospectus.

Subject to some specific cases where notice periods may vary including provisions of the Act which require "special notice", the Directors may call a general or extraordinary meeting to obtain a vote of the members in the following circumstances with the requisite amount of notice:

(a) for an annual general meeting at least 21 days notice;

(b) for any other general meeting other than an adjourned meeting, the directors must give shareholders at least 14 days notice.

In the case where there are less than 2 directors, or one or more of the directors are unable or unwilling to call a meeting of members, 2 members may call such a meeting for the purpose of appointing one or more directors.

To attend and vote at a meeting of members, a shareholder must: (a) be a "Qualifying Person", who is defined as "an individual who is a Member, or a person authorised under section 323 of Companies Act 2006 to act as a representative of a Member (such Member being a corporation) in relation to a meeting, or a person appointed as proxy of a Member in relation to a meeting"; and (b) not have any amounts owing to the Issuer.

Change of control provisions – City Code on Takeovers and Mergers

In addition to the Articles and associated resolutions which determine how a change of control may happen, as a public company incorporated and registered in England and Wales and with its place of central management and control in the UK, the Issuer is currently subject to the provisions of the City Code on Takeovers and Mergers (Takeover Code) issued and administered by the UK panel on Takeovers and Mergers (Takeover Panel).

The Takeover Code contains certain provisions concerning mandatory takeover bids. Under Rule 9 of the Takeover Code, if any person (with its concert parties) acquires an interest in the Shares carrying 30% or more of the voting rights in a company, the acquirer and its concert parties would be required, except with the consent of the Takeover Panel, to make a cash offer for the remaining shares in the company at a price not less than the highest price paid by the acquirer or any of its concert parties during the previous 12 months. A cash offer would also be required if a person (with is concert parties) holding shares carrying between 30% and 50% of the voting rights in a company increases its percentage interest in the total voting rights in the company.

Disclosure of shareholding provisions

A member is not required to notify the Issuer of the percentage of voting rights in the Issuer held by that member unless required to do so by the rules of any stock exchange, equity market or other similar organisation on which the Issuer has any of its securities listed or under any applicable law, enactment or regulation.

15.3.2 The Issuer is not subject to any specific purposes or objects which would limit the scope of its activities or power to act.

15.4 Material Contracts

15.4.1		The Issuer has entered into two agreements with shareholders to provide working capital by way of loans. The key provisions of those agreements is as follows:
		Simon St Ledger and entities related to him have made a €500,000 loan facility available to the Issuer, to be drawn on as required should additional working capital be required. The facility is unsecured, would accrue interest at a rate of 6.5% per annum, has a five year term from the date of draw down and is repayable only at such time as the Board determines that the Issuer's cash-flow is sufficient to make such payments. As at the date of this Prospectus that facility has not been utilised.
		Working capital finance has from time to time been provided by J&J Smith, a shareholder of the Issuer. That loan balance currently stands at A\$984,000. That finance is unsecured, accrues interest at a rate of 6.5% per annum, has a five year term of which four years remain and is repayable during the loan term only at such time as the Board determines that the Issuer's cash-flow is sufficient to make such payments. This loan is unrelated to the facility made available by Simon St Ledger and entities related to him.
		The key contracts for the Issuer are its distribution agreements and manufacturing agreements. No individual document is sufficiently important to constitute a major or essential contract for the Issuer, however collectively they support the commercial activities of the Issuer. Distribution Agreements Summary The Company appoints key regional and international Distributors as its exclusive or non-exclusive distributor within the Territory for the sale or resale of the Product. The Distributor accepts the appointment upon the terms contained in the Agreement. The Company and the Distributor acknowledge that the Distributor is an independent business and is not authorized to enter into any contract or create any obligation on behalf of the Company.
		The Distributor Obligations:
		obtain all necessary approvals and consents from government offices for the sale and use of the Product within the Territory;
		maintain an adequate sales organization technical staff and business facility within the Territory;
		devote its best reasonable efforts to promoting and selling the Product within the Territory;
		refrain from engaging directly or indirectly in the sale of any items or products which are direct competition with the Product;
		maintain active contacts with Customers within the Territory;
		maintain active contacts within the Territory and to ascertain potential new Customers and to provide market information to the Company as the Distributor may possess or have access to regarding the future developments within the Territory which could affect the sale of the Product within the Territory;
		provide market information to the Company which the Distributor may come to possess or have access to in respect of existing and potential customers of the Product and with regard to the activities of competitors within the Territory;

• participate in the development of a sales plan by the Company within the Territory and to develop in conjunction with the Company a marketing strategy within the Territory;
• provide a written report to the Company at least each six months setting out the information reasonably requested by the Company and all other information available to the Distributor regarding the market situation within the Territory;
• notify the Company of any change of majority shareholding of the Distributor;
• meet the minimum performance criteria set out in Schedule 1; and
• conduct its operations in the normal course of business.

The Distributor must not:

• make any representations or to enter into any contact on behalf of the Company;
• make any representations as to performance of the Product except as set out in technical information provided by the Company;

Territory	Number of agreements	Number of countries cover	Term	Product Brand
Europe	2	2	5	Leisa's Secret®
Middle East	3	3	5	Leisa's Secret®
Asia	3	3	5	Leisa's Secret®
Australasia	1	1	N/A	Leisa's Secret®
Africa	1	1	5	Leisa's Secret®
North America	1	1	N/A	SystemLS™

Manufacturing Agreements Summary

The Company appoints key regional and international Contract Manufacturers as its exclusive or non-exclusive Manufacturer within the Territory the manufacture of the company's products. The Manufacturer accepts the appointment upon the terms contained in the Agreement. The Company and the Manufacturer acknowledge that the Manufacturer is an independent business and is not authorized to enter into any contract or create any obligation on behalf of the Company.

The Manufacturer adheres to a code of ethics and practices representing the highest standards of testing , manufacture, cleanliness and efficiency, which are reflected in the quality of every product that leaves the manufacturing facility.

GMP, Quality and Safety policy is as follows:

To maintain a high standard of individual integrity and performance in the manufacture of all products, that will:

• Assure the identity, purity and potency of purchased raw materials.
• Produce a product that will consistently meet specifications, be true to label and be free

from contamination.  product registration.	To ensure that all regulatory requirements are always met.  To provide a service to clients that meets client expectations.	 To create and keep full records of production that will allow complete traceability of finished product through production to starting materials and vendors.  To constantly seek quality improvement while remaining within the boundaries set by
 Maintaining health and safety standards and caring for the welfare of employees and customers are of great importance. The company is committed to complying with all Occupational Health and Safety Legislation.
Country	Number of	Term	Product Brand
	agreement
Australia	4	Ongoing	Leisa's Secret®
Ireland	1	Ongoing	Leisa's Secret®
USA Middle East	6 1	Ongoing 5 years	SystemLS™ Leisa's Secret®

15.5 Third Party Information and Statement by Experts and Declarations of Interests

15.5.1		KSI(WA) has given and has not withdrawn consent to the inclusion in section 13 of this
		Prospectus of the :
	1. Condensed Set of Consolidated Financial Statements for the period from 1 July 2013
	to 31 March 2014and the associated auditor's Independent Review Report ;
	2.	Audited Comparative Figures for the period from 1 July 2010 to 30 June 2013 and the
		associated independent auditor's report; and
	3.	Auditor's Letter of 17 April 2014,
	and references to them in the form and context in which they appear, and has authorised use
		of those documents in this Prospectus for the purpose of the Prospectus Rules.
15.5.2		Where information contained in this document originates from a third party source, it is
		identified where it appears in this document together with the name of its source. Such third
	party information has been accurately reproduced and, so far as the Issuer is aware and is
		able to ascertain from information published by the relevant third party, no facts have been
		omitted which would render the reproduced information inaccurate or misleading.

15.6 Documents on Display

15.6.1	For the period that the Offer under this Prospectus remains open, the following documents (or
	copies thereof) will be available for inspection at the Issuer's registered
	office:
	(a) The memorandum and articles of association of the Issuer;

(b) All reports, letters and other documents, historical financial information, valuations and
statements prepared by any expert at the Issuer's request, and any part of which is
included or referred to in this Prospectus, if any; and
(c) The historical financial information of the Issuer, the Australian Subsidiary and the Rapid
Nutrition Group.

16. Definitions

Act means the Companies Act 1985 (as amended) and the Companies Act 2006 to the extent in force.

ACN means Australian Company Number.

Application Form means the application form which accompanies this Prospectus.

Assurance means assurance services provided by the Consulting Business.

Business Hours means 9am to 4pm Monday to Friday in London, but excluding any public

holidays, bank holidays or other official holidays of a similar nature.

Clearstream means Clearstream Holding AG.

Company means Rapid Nutrition PLC, UK Company Number 7905640.

Corporate Governance Code means the UK Corporate Governance Code published by the Financial Reporting Council.

CREST means the real time gross settlement system and central securities depository for the UK operated by Euroclear UK & Ireland Limited.

Directors or Board means the directors of the Issuer at the date of this Prospectus, whose names are set out in Section 8.

Entry Standard means the Frankfurt Stock Exchange – Entry Standard.

FCA means the UK Financial Conduct Authority.

FSMA has the meaning provided on page 2.

IFRS means the International Financial Reporting Standards.

ISIN means the international securities identification number.

Issuer means Rapid Nutrition PLC, UK Company Number 7905640.

Motivate and Motivate Health Technology Inc means Motivate Health Technology Inc, a Delaware, USA company.

Offer means the offer of Shares contained in this Prospectus.

Offer Close Date is the date described as such in the Offer for Subscription table on page 4 of this prospectus.

Offer Open Date is the date described as such in the Offer for Subscription table on page 4 of this Prospectus.

Offer Price is the price described as such in the Offer for Subscription table on page 4 of this Prospectus.

Offer Proceeds means any funds raised through issue of Shares pursuant to the Offer.

Offer Shares means the shares available under the Offer.

Proceeds means the application monies received by the Issuer in relation to an application which is accepted by the Issuer.

Prospectus Rules means the prospectus rules issued by the Financial Conduct Authority pursuant to Part VI of FSMA.

Rapid Nutrition Business means the business operated by the Rapid Nutrition Group. Rapid Nutrition Group means Rapid Nutrition PLC and Rapid Nutrition Pty Ltd.

Rapid Nutrition PLC means Rapid Nutrition PLC, UK Company Number 7905640.

Rapid Nutrition Pty Ltd means Rapid Nutrition Pty Ltd, Australian Company Number 098 389 836.

Receiving Agent means the entity described as such in the Corporate Directory.

Share or Shares means an ordinary share or shares in the Issuer as the context requires. South East Asia or SE Asia means the geographic region including:

• (a) Brunei;
• (b) Burma;
• (c) Cambodia;
• (d) Christmas Island;
• (e) East Timor;
• (f) Indonesia;
• (g) Laos;
• (h) Malaysia;
• (i) Philippines;
• (j) Singapore;
• (k) Thailand; and
• (l) Vietnam.

Subsidiary means Rapid Nutrition Pty Ltd

Takeover Code means the City Code on Takeovers and Mergers.

UK means the United Kingdom.

UK Custodian means the entity that holds the registered title to the Shares on behalf of Clearstream.

UK Companies Act means the UK Companies Act 2006 as amended from time to time.