Company Announcements Supervision 10th October 2011 Australian Securities Exchange 20 Bond Street Sydney NSW 2000

Attention: Companies Officer

Regarding: Prospectus

Please find attached a copy of the Company's Prospectus for the issue of 200,000,000 shares at $0.01 each to raise up to $2,000,000 which was lodged with the Australian Securities and Investment Commission on the 7th of October 2011.

Yours faithfully,

Richard Pritchard Director SVC Group Limited

ACN 009 161 522

PROSPECTUS

For the offer and issue of 200,000,000 shares at $0.01 each to raise $2,000,000.

THE OFFER IS NOT UNDERWRITTEN

THE OFFER IS SUBJECT TO CONDITIONS

This Offer is subject to the certain events occurring. Please refer to Section 2 of this Prospectus for further details.

IMPORTANT NOTICE

This is an important document and investors should read the document in its entirety and are advised to consult with their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

Any investment in the Company under this Prospectus should be considered speculative in nature and prospective investors should be aware that they may lose some or all of their investment.

Important information _______________________________________________________________2
Risks	____________________________________________________________________________4
	Corporate directory _________________________________________________________________5
	Chairman's letter ___________________________________________________________________7
	Key dates and capital structure ________________________________________________________8
1	Details of the Offer ____________________________________________________________9
2	Conditions of the offer_________________________________________________________16
3	Background and company overview ______________________________________________17
4	Pro forma financial information __________________________________________________20
5	Material contracts ____________________________________________________________22
6	Risk factors _________________________________________________________________25
7	Additional information _________________________________________________________29
8	Directors' authorisation ________________________________________________________36
9	Glossary ____________________________________________________________________37
	Application Form __________________________________________________________________38

IMPORTANT INFORMATION

This Prospectus is dated 7 th October 2011 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

Persons wishing to apply for Shares pursuant to the Offer must do so using the Application Form attached to or accompanying this Prospectus. Before deciding to invest in the Company potential investors should carefully read the entire Prospectus and, in particular, in considering the prospects of the Company, investors should consider the risk factors that could affect the financial performance of the Company. Investors should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues).

Refer to Sections 1.12 and 4 of this Prospectus for details relating to risk factors. Investors should seek professional advice from an accountant, stockbroker, lawyer or other professional advisor before deciding to invest.

Any investment in the Company under this Prospectus should be considered speculative in nature and prospective investors should be aware that they may lose some or all of their investment. Applicants should read this document in its entirety. A copy of this Prospectus may be obtained free of charge from the Company.

No person is authorised to give any information or to make any representation in relation to the Offer described in this Prospectus that is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Offer.

The offer of Shares made pursuant to this Prospectus is not made to persons or places to which, or in which, it would not be lawful to make such an offer of securities. No action has been taken to register the Offer or otherwise permit the Offer to be made in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws.

This Prospectus will also be issued as an electronic Prospectus. A copy of this Prospectus can be downloaded from the website of the Company at www.svcgroup.com.au. Any person accessing the electronic version of this Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person any of the Application Forms in connection with the Offer unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 9 of this Prospectus. Photographs used in this Prospectus are for illustration only and should not be interpreted to mean that the assets or items shown in them are owned by the Company.

Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of seven days from the date of lodgement of the Prospectus with ASIC. This period may be extended by ASIC for a further period of seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds, which examination may result in the identification of deficiencies in this Prospectus. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with Section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until the expiry of the Exposure Period. No preference will be conferred upon Applications received in the Exposure Period.

RISKS

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the performance of the Company are detailed in Sections 1.12 and 4 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. It is possible that investors may lose some or all of their investment.

Specific risks that investors should consider include the following:

government and regulatory policies, legislation and regulation;
insurance risks;
development risks;
joint venture risks;
dependence on personnel;
uncertainty of future profitability; and
acquisition risks.

General risks that investors should consider include the following:

economic and government risks; and
future capital needs.

CORPORATE DIRECTORY

Directors

Richard Pritchard (Executive Chairman) Brett Crowley (Non-Executive Director) Ian Dorney (Non-Executive Director) Anthony Crimmins (Non-Executive Director)

Company Secretary

Brett Crowley (joint Company Secretary) Richard Pritchard (joint Company Secretary)

Registered Office

Level 9, 5 Hunter Street SYDNEY NSW 2000

Telephone: 02 9252 7730 Facsimile: 02 9252 7740

Website: www.svcgroup.com.au Email: [email protected]

Corporate Advisor

EQ Financial Level 9, 5 Hunter Street SYDNEY, NSW 2000

Australian Financial Services License No. 235364

Telephone: 02 92527730 Facsimile: 02 92527740

Auditors*

Prosperity Advisers 580 George Street SYDNEY NSW 2000

Telephone: 02 9261 2288 Facsimile: 02 8026 8377

Share Registry*

Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

ASX Code

SVC (currently suspended)

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

CHAIRMAN'S LETTER

Dear Investor,

On behalf of the Board of Directors of SVC Group Limited (SVC or Company) I am pleased to present this Prospectus to you.

This Offer is to raise up to $2,000,000 for the purposes of:

Facilitating the re-quotation on ASX of SVC's existing shares and the shares under this Offer;
Fulfilling SVC's obligations under the Hunter Valley Joint Venture;
Providing capital for the investigation of new investment opportunities; and
Paying for the costs of this Offer.

It is important that you read this Prospectus before making a decision as to whether this Offer is suitable to you. It is also recommended you seek the advice of your professional adviser.

Should you choose to make an investment, the Directors join me in offering you the opportunity to participate in the ownership of SVC and we look forward to welcoming you as a Shareholder.

Yours sincerely

Richard Wyn Pritchard 7 th October 2011

KEY DATES AND CAPITAL STRUCTURE

Key dates

The anticipated date of quotation of the Shares on ASX is subject to ASX approval. The dates shown in the table below are indicative only and may vary. The Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible after the Offer opens. The Company also reserves the right not to continue with the Offer at any time before the allotment of Shares to successful Applicants.

Lodgment of this Prospectus with ASIC	7 October 2011
Opening Date of Offer	14 October 2011
Closing Date of Offer	11 November 2011
Allotment of Shares under Offer	16 November 2011
Dispatch of holding statement	17 November 2011
Commencement of trading of Shares on ASX	18 November 2011

The allotment of Shares under the Offer and dispatch of holding statements will occur as soon as practicable after the Prospectus closes. Refer to Section 1 for further details.

Capital structure

On receipt of minimum subscription

	Shares (minimum	Proportion
Fully paid ordinary Shares	subscription)	(undiluted)
		(%)
Shares on issue at the date of this Prospectus1	131,955,184	45.2
Shares to be offered to sophisticated and professional investors	60,000,000	20.6
Minimum number of Shares offered pursuant to the Offer	100,000,000	34.3
Total Shares on issue at completion of the Offer	291,955,184	100.0

On receipt of maximum subscription

Fully paid ordinary Shares	Shares (maximumsubscription)	Proportion(undiluted)
		(%)
Shares on issue at the date of this Prospectus1	131,955,184	33.7
Shares to be offered to sophisticated and professional investors	60,000,000	15.3
Maximum number of Shares offered pursuant to the Offer	200,000,000	51.0
Total Shares on issue at completion of the Offer	391,955,184	100.0

1 DETAILS OF THE OFFER

1.1 The offer

The Offer is for up to 200,000,000 Shares at an issue price of $0.01 per Share to raise up to $2,000,000 before expenses of the Offer.

If you wish to subscribe for Shares under the Offer, please complete an Application Form.

The Shares to be issued pursuant to this Prospectus are of the same class and will rank equally in all respects with the Existing Shares in the Company. The rights attaching to the Shares are further described in Section 7.2 of this Prospectus.

Applications under the Offer must be for a minimum of 50,000 Shares and thereafter in multiples of 10,000, and can only be made by completing the relevant Application Form attached to or accompanying this Prospectus. No brokerage, stamp duty or other costs are payable by applicants in respect of an Application for Shares under this Prospectus.

The Directors reserve the right to reject any Application or to allocate any Applicant fewer Shares than the number for which the Applicant has applied.

A maximum total of 200,000,000 Shares will be issued under the Offer. The Offer is subject to a Minimum Subscription level of 100,000,000 Shares. Applications for Shares must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date.

1.2 Conditional offer

The Offer under this Prospectus is conditional upon a number of events occurring, including:

Minimum subscription under the Offer being achieved; and
The Company being satisfied of its ability to satisfy certain requirements of ASX for the Company to be reinstated to ASX.

A detailed description of these conditions is set out in Section 2 of this Prospectus.

If all of the conditions to the Offer are not satisfied within three months after the date of this Prospectus, no Shares will be issued. Application Monies will be refunded in full without interest in accordance with the Corporations Act.

If you wish to participate in the Offer, you should complete the Application Form accompanying this Prospectus. Applicants may apply for a minimum parcel of 50,000 Shares, representing a minimum investment of $500. Applicants seeking additional Shares must apply thereafter for Shares in multiples of 10,000 (equivalent to $100). All Applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque or bank cheque drawn and payable on an Australian bank and must be made payable to 'SVC Group Limited— Subscription Account' (Subscription Account) and should be crossed 'Not Negotiable'. No brokerage or stamp duty is payable. Completed Application Forms and accompanying cheques must be received by the Company before 5.00 pm WST on the Closing Date by either being delivered to or mailed to the following address:

SVC Group Limited GPO Box N723 Grosvenor Place NSW 1220

All Application Monies received with duly completed Application Forms will be paid into the Subscription Account in accordance with the requirements set out in Section 1.9 of this Prospectus.

The Company must, subject to the conditions set out in Section 2 being met and the requirements set out in Section 1.8 of this Prospectus, deal with the Application Monies held in the Subscription Account in accordance with the following instructions of the Directors:

Transfer all of the Application Monies received under this Prospectus and held in the Subscription Account to the Company; and
Allot and issue the Shares offered under this Prospectus.

An original, Completed, and lodged Application Form together with a cheque for the Application Monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors' decision as to whether to treat such an application as valid and how to construe, amend or complete the Application Form is final; however, an applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application Monies.

Applicants are encouraged to lodge their Application Forms as soon as possible, as the Offer may close early without notice.

1.3 Minimum subscription

The minimum level of subscription pursuant to the Offer is $1 million.

No Shares under the Offer will be allotted or issued by the Company until the Minimum Subscription has been achieved. If the Minimum Subscription has not been reached within three months from the date of this Prospectus, all Applications and Application Monies will be dealt with in accordance with the requirements of the Corporations Act. The Minimum Subscription must be raised before the quotation of the securities on ASX can occur.

No oversubscriptions will be accepted.

1.4 Offer not underwritten

The Offer is not underwritten. The Offer does not have a sponsoring broker. The Company will pay a 2% management fee to EQ Financial advisers on all capital raised and a fee of up to 6% of the value of the Shares to holders of an AFSL licence in respect of Shares placed to their clients.

1.5 Purpose of the offer

The principal purpose of the Offer is to:

Facilitate the Company's reinstatement on ASX, including the re-quotation of the Existing Shares and the Shares offered under this Prospectus;
Provide funds to fulfil the Company's obligations under the Hunter Valley Joint Venture;
Provide capital for the investigation of new investment opportunities; and
Pay for the costs of this Offer.

1.6 Use of proceeds

The Company proposes to raise up to $2 million pursuant to this Prospectus, with a minimum subscription of $1 million.

If the minimum subscription is raised, the Company intends to apply the funds raised from the Offer as follows:

	Year 1	Year 2	Total
	($)	($)	($)
Hunter Valley Joint Venture stage 1	200,000	300,000	500,000
Working capital	170,000	200,000	370,000
Capital to search and review new investment opportunities	50,000	–	50,000
Hunter Valley Joint Venture Stage 2	–	–	–
Expenses associated with the offer	80,000	–	80,000
Total	500,000	500,000	1,000,000

If the maximum subscription is raised, the Company intends to apply the funds raised from the Offer as follows:

	Year 1	Year 2	Total
	($)	($)	($)
Hunter Valley Joint Venture stage 1	200,000	300,000	500,000
Working capital	170,000	200,000	370,000
Capital to search and review new investment opportunities	250,000	250,000	500,000
Hunter Valley Joint Venture Stage 2	250,000	250,000	500,000
Expenses associated with the offer	130,000	–	130,000
Total	1,000,000	1,000,000	2,000,000

Although the Directors are satisfied that, upon completion of the Offer, the Company will have sufficient working capital to meet its stated objectives, investors should be aware that the Company may use and expend its cash reserves more quickly than contemplated. This may or may not leave the Company in a negative cash flow situation, which may ultimately affect the value of the Company's Shares.

Furthermore, any future investments that may be contemplated by the Company may exceed the current or projected working capital of the Company. Accordingly, any such acquisition may need to be funded by debt and/or equity issues, as required (subject to Shareholder approvals if required).

1.7 Capital structure

Set out in the table below is a summary of the capital structure of the Company before and after completion of the Offer, assuming the minimum subscription is achieved.

Fully paid ordinary Shares	Shares (minimumsubscription)	Proportion(undiluted)
		(%)
Shares on issue at the date of this Prospectus	131,955,184	45.2
Shares to be offered to sophisticated and professional investors	60,000,000	20.6
Minimum number of Shares offered pursuant to the Offer	100,000,000	34.3
Total Shares on issue at completion of the Offer	291,955,184	100.0

Set out in the table below is a summary of the capital structure of the Company before and after completion of the Offer, assuming the maximum subscription is achieved.

	Shares (maximum	Proportion
Fully paid ordinary Shares	subscription)	(undiluted)
		(%)
Shares on issue at the date of this Prospectus	131,955,184	33.7
Shares to be offered to sophisticated and professional investors	60,000,000	15.3
Maximum number of Shares offered pursuant to the Offer	200,000,000	51.0
Total Shares on issue at completion of the Offer	391,955,184	100.0

1.8 Allocation and allotment of Shares

The Directors reserve the right to reject any Application or to allot a lesser number of Shares than that applied for pursuant to the Offer. If the number of Shares allocated is less than that applied for, or no allotment is made, the Application Monies or the surplus Application Monies will be promptly refunded without interest.

Subject to the conditions of the Offer (see Section 2), the allotment of shares will occur as soon as possible after the Closing Date. All Shares issued pursuant to the Offer will rank equally in all respects with the Existing Shares of the Company. Statements of shareholding will be dispatched as soon as possible after the Closing Date as required by ASX. It is the responsibility of the Applicant to determine their allocations prior to trading in the Shares.

Applicants who sell Shares before they receive their statement of shareholding will do so at their own risk.

1.9 Application monies to be held in trust

The Application Monies for Shares to be issued pursuant to the Offer will be held in the Subscription Account on behalf of Applicants until the Shares are allotted. If the Offer is not fully subscribed within a period of three months from the date of this Prospectus, the Application Monies will be refunded in full without interest, and no Shares will be allotted pursuant to this Prospectus. All interest earned on

Application Monies (including those which do not result in allotment of Shares) will be retained by the Company.

1.10 ASX reinstatement

The Company's shares were suspended from trading on ASX on 1 October 2008.

Subject to, and in accordance with, the conditions (see Section 2), the Company will apply to ASX no later than seven days from the Closing Date of this Prospectus to have the Shares to be issued pursuant to this Prospectus quoted on the Official List of ASX.

If approval for quotation of the Shares on the Official List of ASX is not granted within three months after the date of this Prospectus, the Company will not allot or issue any Shares, and Application Monies will be refunded in full without interest in accordance with the Corporations Act.

Neither ASX nor ASIC, nor any of their respective officers, takes responsibility for the contents of this Prospectus. The fact that ASX may grant official quotation to the Shares issued pursuant to this Prospectus is not to be taken in any way as an indication by ASX as to the merits of the Company or the Shares.

1.11 CHESS and issuer sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored subregister.

These two sub-registers will make up the Company's register of Shares.

The Company will not issue share certificates to Shareholders. Rather, holding statements (similar to bank statements) will be dispatched to Shareholders as soon as practicable after allotment under this Prospectus.

Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company's Share Registry (for Shareholders who elect to hold Shares on the issuer-sponsored sub-register). The statements will set out the number of Shares allotted under this Prospectus and provide details of a Shareholder's Holder Identification Number (for Shareholders who elect to hold Shares on the CHESS sub-register) or Shareholder Reference Number (for Shareholders who elect to hold Shares on the issuer-sponsored sub-register). Updated holding statements will also be sent to each Shareholder following the month in which the balance of their shareholding changes and as required by the Listing Rules and the Corporations Act.

1.12 Risks

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the performance of the Company are detailed in Section 6 of this Prospectus. The Shares on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. It is possible that investors may lose some or all of their investment.

Specific risks that investors should consider include the following:

Government and regulatory policies, legislation and regulation—Property development is subject to significant regulatory approvals. If the Company should fail to obtain the necessary regulatory approvals, this could significantly impact the Company's business.
Insurance—The Company may not be able to adequately insure itself against various business risks.
Development—Property development is subject to multiple risks of failure related to commercial viability, and any such failure could significantly impact the Company's business.
Joint venture—The Company or its joint venture partner may not be able to comply with its obligations under the Joint Venture, which would have a negative impact on the Company's business and financial performance.
Dependence on personnel—The Company may not be able to retain suitable personnel, be they Directors or key consultants.
Profit uncertainty—The Company has not previously made profits, and is embarking on a new program to develop its previously non-profitable core business. The Company may not achieve a viable development plan that allows it to operate profitably.
Acquisition—The Company may make a new investment in another industry, which will bring with it the usual business risks associated with managing and operating a new business.

General risks that investors should consider include the following:

Economic and government risks—Other risk factors including general economic conditions, changes in government policies, taxation and laws, natural disasters and other factors beyond the control of the Company may also affect the future viability of the Company.
Future capital needs—The Company may require further funding at some stage in the future. There can be no assurances as to the availability of such funding on satisfactory terms, or at all. Any inability to obtaining funding will adversely affect the business and financial condition of the Company, and consequently, its performance.

1.13 Overseas investors

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

It is the responsibility of any non-Australian resident investors to obtain all necessary approvals for the issue to them of Shares offered pursuant to this Prospectus.

1.14 Privacy disclosure

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess Applications for Shares, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, Applications for Shares will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

1.15 Exposure period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven days from the date of lodgement with ASIC. The exposure period may be extended by ASIC by a further period of up to seven days. Unless extended by ASIC, the exposure period will end on 14 October 2011.

The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus. If deficiencies are detected, any Application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after expiration of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period and all such Applications will be treated as if they were simultaneously received on the Opening Date.

1.16 Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or financial projection would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable bestestimate forecast or projection.

1.17 Electronic Prospectus

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website, www.svcgroup.com.au. There is no facility for online applications. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

2 CONDITIONS OF THE OFFER

2.1 Conditions

The satisfaction of each of the conditions below is a requirement for the allotment of Shares under this Prospectus.

In the event that all of these conditions are not met within three months of the date of this Prospectus, all Application Monies will be returned to Applicants without interest as soon as possible thereafter.

The Offer is conditional on:

(a) the Minimum Subscription under the Prospectus being achieved; and
(b) the Company being satisfied of its ability to satisfy the conditions required by ASX for the Company to be reinstated to ASX.

2.2 Minimum subscription

The minimum level of subscription pursuant to the Offer is 100,000,000 Shares to raise $1 million.

No Shares under the Offer will be allotted by the Company until the Minimum Subscription has been achieved.

2.3 ASX approvals

The Company has received from the ASX a list of conditions required to be met in order to be to be reinstated to trading on ASX.

The Offer is conditional on the Company being able to satisfy those conditions within three months of the date of this Prospectus.

3 BACKGROUND AND COMPANY OVERVIEW

3.1 Company history

SVC Group Limited (SVC or the Company) was incorporated in 1986 as Defiance Mining NL. In 2001 the Company changed its name to Medical Monitors Limited and began developing heart monitoring solutions for cardiac patients. In 2007 the Company began operating as a developer and owner of retirement villages under the name Shell Villages and Resorts Limited.

In 2008, the then Board of Directors of the Company embarked on a sell-down of all property assets held within its portfolio. This period coincided with the global financial crisis and depressed property prices. At the end of this liquidation period, the Company was left in a difficult financial position with over $2.2 million in debts and little in tangible assets. The securities of SVC were suspended from trading on ASX on 1 October 2008 because of the Company's inability to provide ASX with full audited accounts for the 2008 financial year.

Since its suspension from trading, the Board of Directors of the Company has been replaced and the new Board has negotiated conversion of the Company's major debts into equity. The Company has raised over $390,000 in cash over the past 18 months to repay creditors and to finalize the Company's full year audited accounts for the 2009, 2010 and 2011 financial years.

3.2 Business overview

The Company's principal business is the development of retirement villages.

Over the last decade, the retirement village industry has been revolutionised to reconfirm its status as a place that caters for retirees aged over 55 years who are self-sufficient and self-supporting, but who choose to live in a community of retired persons with appropriate community facilities and help at hand in an emergency. Australian Bureau of Statistics data suggest that by 2051, 27% of an estimated population of 25–33 million Australians will be aged over 65. With the over-65 demographic growing at double the rate of the rest of the population, by 2050 Australia will, according to the Retirement Village Association, require a minimum of 2100 additional retirement villages, or more than 311,000 dwellings.

SVC has in the past managed a broad portfolio of investments relating to residential subdivisions, development of senior living and affordable housing projects as well as the retirement village sector. The Company's business plan is to continue these endeavours, which will be assisted by:

strong population growth and continued housing demand;
demographics changes, with the over-55 segment being the fastest growing segment of the population now and for the next 10 years;
attractive locations in coastal and urban areas; and
moves towards increased housing density in urban areas.

SVC continues to asses other investment opportunities within and outside the property industry.

3.3 Joint Venture Agreement (Hunter Valley)

SVC has entered into a Joint Venture (see Section 5.3) with Coast and Country Developments Pty Ltd (CCD) to subdivide and develop a property known as Lot 99, Carrs Road, Neath, Hunter Valley into a 70 lot home village. SVC is to develop and subdivide the land into approximately 70 lots. The sale of long term leases on the lots will provide the capital return to SVC and profit which is to be shared 80% of profit to SVC and 20% to CCD. In addition CCD will retain all long term management rights to the new development.

CCD will contribute the land and SVC will project manage and pay for the following:

Detailed site plan of development and submission to Council;
All infrastructure requirements and liaison with authorities including;
Electricity;
Water;
Sewer; and
Roads.

SVC will source and place manufactured home cabins for prospective purchasers and connect them to the services. SVC may set up display areas and manage the sales process.

3.3.1 Budget and Programme of Work

Based on the estimation of costs which SVC has carried out, an approximate budget of $1,500,000 is to be required during the course of the project. The property is to be developed in three approximately equal stages. Under the terms of the agreement, SVC is under no obligation to continue past a stage until at least 80% of the newly built cabin homes have been sold. This flexibility in the expenditure requirement under the agreement will alleviate both SVC's cash exposure to the project and cash flow requirements during the period of the JV.

3.3.2 Modular Housing

A modular housing building system can be utilised to construct single & two storey homes, retirement villages and mining accommodation, modular offices, hotels & motels up to 4 storeys high. These modular systems are manufactured in Australia, China, and other parts of SE. Asia. SVC will endeavour to attract a modular home manufacturer to the development to set up a display home.

3.4 Key Personnel

3.4.1 Management Consultancy Agreement

Mr Richard Pritchard a current non-executive Director and joint Company Secretary has entered into a consultancy agreement with the Company to oversee the operation and implementation of the Joint Venture (Hunter Valley). An overview of Mr Pritchard's experience for this role is set out in Section 7.3.1 of this Prospectus. Under the terms of the agreement Mr Pritchard will be paid at a rate of $125 per hour plus superannuation at the statutory rates required.

Dependent on ongoing evaluations of the re-establishment and growth of the Company's operations, it is intended to engage the services of additional experienced consultants to assist in the implementation of the operational strategy. The Board considers that there are experienced consultants available to be engaged on an as required basis.

3.5 Investigation of New Opportunities

3.5.1 Consultancy Agreement with HD Consulting Pty Ltd

To enable, post re-capitalisation of SVC, the search and selection of the most desirable projects SVC has entered into a consultancy arrangement with HD Consulting Pty Ltd (HDC), to search, propose, and negotiate terms for possible acquisitions. HDC has an excellent track record in property development in NSW with many successful developments having been sourced and developed successfully on their own behalf, for clients, and syndicates. HDC is headed by Mr Hao Dang who has over 15 years of property related experience in the industry working in both the public and private sectors. Mr Dang has a Bachelor of Land Economics graduating from the University of Technology, Sydney and has held a Valuer and Real Estate Licence. He has extensive working experience in all facets of real estate, specialising in the field of property acquisition and development. Under the consultancy terms HDC is to be paid $10,000 per month and 2% of the acquisition price of any property which SVC acquires as a result of HDC identification.

The Board intends to continue to review projects within and outside the Company's primary focus of retirement village development.

3.6 Other Investments

3.6.1 Zambia Resource Ventures Pty Ltd

The Board has investigated and considered a number of possible investments and business opportunities over the past 18 months, one area which the board has considered is resources exploration and mining, to this end SVC made early stage investigations regarding copper/cobalt and gold projects in Zambia. In doing so SVC developed some key relationships in Zambia and conducted early due diligence work and negotiations on one potential copper/cobalt project in the North West Province of Zambia.

By introducing this project to Zambia Resource Ventures Pty Ltd (ZRV), a company set up by mining investment experts to investigate and negotiate the development of resource projects in Zambia, SVC has obtained a small interest in ZRV for its cost to date which would approximate to $16,200.

4 PRO FORMA FINANCIAL INFORMATION

4.1 Introduction

The financial reports for the Company for the financial years ended 30 June 2009, 2010, and 2011 are incorporated by reference into this Prospectus in accordance with section 712 of the Corporations Act. Recipients of this Prospectus have a right to obtain a copy of those financial reports free of charge before the Closing Date; they may also be viewed at the Company's web site www.svcgroup.com.au. Those financial reports show that the company made significant losses. Those financial reports contained modified audit opinions regarding the completeness and accuracy of the books and records following the sale of the Company's key property assets in 2008 and 2009 and the existence of significant uncertainty in relation to the Company's ability to continue as a going concern due to the significant debts subject to various arrangements to convert to equity in the Company to be put to shareholders for approval.

In the opinion of the Directors, the above financial reports of the Company which are incorporated by reference into this Prospectus would assist investors and their professional advisers to determine the assets and liabilities, position and prospects of the Company in the event that it is successfully recapitalised in the manner contemplated in this Prospectus.

The Company received shareholder approval on the 31 August 2011 to restructure its debts primarily through the issue of the Company's equity in satisfaction of the outstanding liabilities and has proceeded to issue new shares to creditors. Details of those transactions and the Pro-forma Statement of Financial Position as at 30 June 2011 are set out below. The Pro-forma Statement of Financial Position is prepared on the assumption that all debt conversions and proposed share issues are accomplished as at 30 June 2011.

4.2 Consolidated Statement of Financial Position as at 30 June 2011

	Audited asat 30 June2011	Debtrestructurepost 30June 2011	Capitalraising post30 June 2011	Pro-forma atdate of Offer	Pro-formaMinimumSubscription	Pro-formaMaximumSubscription
		(a)	(b)		(c)	(d)
	$	$	$	$	$	$
CURRENT ASSETS
Cash and cash equivalents	1,855	-	300,000	301,855	1,221,855	2,157,855
Financial assets	10,000	-	-	10,000	10,000	10,000
Other current assets	206,052	-	-	206,052	206,052	206,052
TOTAL CURRENT ASSETS	217,907	-	300,000	517,907	1,437,907	2,373,907
TOTAL ASSETS	217,907	-	300,000	517,907	1,437,907	2,373,907

CURRENT LIABILITIES
Trade and other payables	1,466,929	(1,121,695)	-	345,234	345,234	345,234
Financial liabilities	816,804	(796,804)	-	20,000	20,000	20,000

TOTAL CURRENT
LIABILITIES	2,283,733	(1,918,499)	-	365,234	365,234	365,234
TOTAL LIABILITIES	2,283,733	(1,918,499)	-	365,234	365,234	365,234

NET LIABILITIES	(2,065,826)	1,918,499	300,000	152,673	1,072,673	2,008,673

EQUITY
Issued capital	43,243,754	1,918,499	300,000	45,462,253	46,403,005	47,341,332
Reserves	493,152	-	-	493,152	493,152	493,152
Accumulated losses	(45,802,732)	-	-	(45,802,732)	(45,823,484)	(45,825,811)
TOTAL EQUITY	(2,065,826)	1,918,499	300,000	152,673	1,072,673	2,008,673

4.2.1 Summary of key debt settlement transactions

The company had reached agreement with its major creditors to convert certain debts into equity. The details of the arrangements, which have been approved by shareholders at the general meeting held on 31 August 2011, and for which shares have been subsequently issued for items (i) and (iii) below were as follows:

(i) In accordance with a deed of settlement dated 24 June 2011, the company agreed to convert 1,300,000 convertible notes into 20,000,000 ordinary shares. The carrying value of the convertible notes as at 30 June 2011 was $796,804.

Under the same deed, the Company also agreed to issue 10,000,000 ordinary shares to Mr B Patkin, a past director, to settle the amounts owed to Mr B Patkin.

(ii) Pursuant to a Deed of Settlement and Release dated 18 March 2010 (see Section 5.2 for further details), the company agreed to settle the payable balance with And Technology Pty Ltd by converting a portion of the entire payable balance into ordinary shares. The amount subject to conversion was $269,000 as at 30 June 2011.
(iii) The company agreed to issue new shares to its directors to settle the directors' fees payable. As at 30 June 2011, the total directors' fees payable balance was $279,200.

4.2.2 Further issue of shares and adjustments

On 31 August 2011 the shareholders approved the following transactions:
(a) The issue of 60,000,000 ordinary shares at $0.005 per share to raise $300,000.
(b) The issue of 100,000,000 fully paid ordinary shares at $0.01 each if minimum subscription is received. The payment of $59,248 of costs associated with raising capital under the Offer has been charged against issued capital and the payment of $20,752 of costs associated with raising capital under the Offer have been expensed and incorporated in 4.2 above.
(c) The issue of 200,000,000 fully paid ordinary shares at $0.01 each if maximum subscription is received. The payment of $120,921 of costs associated with raising capital under the Offer has been charged against issued capital and the payment of $23,079 of costs associated with raising capital under the Offer has been expensed and incorporated in 4.2 above.

5 MATERIAL CONTRACTS

5.1 Summary of material contracts

Set out below is a summary of the material contracts to which the Company is a party that may be material in terms of the Offer for the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company (Material Contacts).

The whole of the provisions of the agreements are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the Material Contracts should inspect the same at the registered office of the Company.

5.2 Deed of Settlement and Release (And Technologies Pty Ltd)

By deed dated 18 March 2010, the Company agreed to settle a debt with And Technologies Pty Ltd on the following terms:

Cash:	$100,000 (of which the Company has paid $30,000) and

Equity Conversion: $269,000

SVC is indebted to AND Technology in the total sum of three hundred and twenty nine thousand eight hundred and sixty dollars ($329,860.00), comprised of principal plus interest, calculated up to 31 December, 2008. Further interest of approximately $40,000 has accrued since that date. The principal arose as a result of the provision of consulting services to the Company by AND Technology.

Under the terms of the Deed, SVC is to settle the remaining cash component of the debt in three tranches over 12 months after SVC's shares resume trading on the ASX. The equity conversion is to take place in the following manner:

Date of Conversion:	5 trading days after the Company has resumed trading of itsshares on the ASX.
Price of conversion:	5 day VWAP after 5 days trading on the ASX.
Amount to be converted:	$269,000.
Shares allotted to:	AND Technologies Pty Ltd.
Terms:	The shares are ordinary fully paid shares and are to be issuedon the same terms and rank equally with other fully paidshares on issue.

At a meeting of the shareholders of SVC on 31 August 2011, the shareholders approved the issue of shares to And Technologies for the equity conversion to take place in the above manner and the shares to be allotted no later than 30 November 2011.

Upon reinstatement of its shares and after 5 days trading in SVC's shares, SVC is to issue shares in accordance with the above terms and ASX Listing Rules.

5.3 Deed of Joint Venture Agreement (Hunter Valley)

5.3.1 Background

On 1 October 2011, SVC entered into a binding Deed of Joint Venture Agreement ("JV") with Coast and Country Developments Pty Ltd (CCD) to develop a property known as Lot 99, Carrs Road, Neath, Hunter Valley. The aim of the JV is the joint endeavour of developing the site into a modular home cabin housing sub division with approximately 70 individual lots which are then subject to long term lease arrangements.

5.3.2 Key Terms

CCD will retain ownership whilst the homes would be subject to a site lease. Each site will include a cabin manufactured off-site. The lease would include a premium which will provide the capital return to SVC and profit which is to be shared in accordance with 80% of profit to SVC and 20% to CCD. CCD will retain all long term management rights to the new development, terms of which will form part of the lease arrangements with the tenants.

CCD will contribute the land and SVC will project manage and pay for the following:

Detailed site plan of development and submission to Council;
All infrastructure requirements and liaison with authorities including;
Electricity;
Water;
Sewer; and
Roads.

SVC will source and place the manufactured homes and connect them to the services. SVC may if it chooses set up display areas and manage the sales process.

5.3.3 Conditions Precedent

Under the terms of the JV, SVC will be required to obtain re-capitalisation and re-quotation of its shares within 3 months of execution of the JV. SVC must apply to the local council for a development approval within 6 months and begin construction within 1 month of achieving the development approval.

CCD must permit SVC to register a caveat on title of the land prior to the start of construction.

5.3.4 Agree Budget and Programme of Work

The JV has three stages; SVC is under no obligation to continue past a stage until at least 80% of the newly built homes have been sold. Both JV parties must agree to a budget and work programme before commencement of work on any stage.

5.4 Capital Raising Agreement

5.4.1 Background

The Company has entered into an agreement with EQ Capital Pty Limited in relation to the raising of capital pursuant to this Prospectus. A director of the Company, Ian Dorney is a director of EQ Capital.

5.4.2 Key Terms

The key terms are:

EQ Financial will provide assistance in the marketing of the Offer
Assist in the presentation of the Company's business to brokers
Advise on input to documents such as presentation
Participate in Offer related meetings
Produce a short list of interested brokers
Market the Offer to its own clients who it reasonable believes might be appropriate to accept the Offer

In return SVC will pay to EQ Financial;

2% of all funds raised, and additionally;
6% of any amounts raised from its own clients

5.4.3 Directors of SVC employees of EQ Financial Pty Limited

Ian Dorney, a current Director of SVC is the Managing Director of EQ Financial Pty Limited. Richard Pritchard who is a current Director of SVC is also an employee of EQ Financial Pty Limited.

6 RISK FACTORS

There are numerous risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with the Company's business.

This section identifies areas the Directors regard as major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Intending applicants should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to subscribe for Shares pursuant to this Prospectus.

Applicants should be aware that there are risks associated with any share investment. The value of the Shares may be above or below the issue price under this Prospectus. The Shares allotted under this Prospectus carry no guarantee in respect of profitability, dividends or return of capital.

The Shares offered under this Prospectus should be regarded as speculative and investors should be aware that they may lose some or all of their investment. Investors should consider whether the Shares offered under this Prospectus are a suitable investment having regard to their own individual investment objectives, financial circumstances and the risk factors set out below. This list is not exhaustive and, if in any doubt, investors should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

Specific risks that investor should consider include the following:

6.1 Government and regulatory policies, legislation and regulation

The business of property development is exposed to significant legislative compliance issues and regulatory approvals hurdles as set by the Commonwealth, State, and local Government.

There can be no assurance that the required regulatory approvals will be received.

Delays in obtaining regulatory approvals could:

adversely affect the ability of the Company to develop its properties;
impose significant additional costs;
diminish the value of the Company's existing assets; and
affect the market value of the Company.

Failure to comply with regulatory approvals if they are received can result in official warnings, fines, injunctions, civil penalties and/or criminal prosecution, again adversely affecting the Company's possible financial outcomes.

6.2 Insurance risks

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance of all risks associated with public companies is not always available and where available often the costs can be prohibitive.

6.3 Development risks

There can be no assurance that projects when developed will produce the projected financial outcome, matters which can affect the financial outcome of a development and produce significant commercial risk as to the future viability of the Company are:

change in market conditions for the sale and purchase of property;
changes in interest rates if the development has bank funding;
changes in interest rates that can affect purchaser sentiment; and
Inflation.

When commencing a property development the Board will have developed internal profit projections of the possible outcome of the development based primarily on the building development cost in relation to the saleable value of the completed development at the time of commencement. If market conditions change significantly between commencement of the development and its completion for sale, then this can have a significant affect on the projected profit which can in turn adversely affect the Company.

6.4 Joint Venture agreement

On 1 October 2011 the Company entered into a joint venture agreement with Coast and Country Development (CCD) Pty Ltd (see Section 3.3 and 4.5).

Should SVC not be able to fund project as and when agreed, then CCD may withdraw from the JV which could adversely affect SVC's projected cash flow and profits from the project.

6.5 Dependence on personnel

There is a risk that the Company may not be able to obtain or attract the qualified personnel necessary for the development of its business. A loss of the services of existing personnel and/or the failure to recruit key management personnel required may harm the Company's business.

6.6 Uncertainty of future profitability

The Company has incurred significant losses in the past. The past performance should not impact the future opportunities for the Company and it is therefore not possible to evaluate the Company's future prospects based on past performance.

6.7 Acquisitions

In addition to the risks identified above, the Company has stated it will also review and consider other business opportunities. Consequently this strategy may result in the Company making acquisitions of, or significant investments in, complementary or alternative companies or assets. Any such transactions would be accompanied by the risks inherent in making acquisitions of companies and

assets. For example, there may be liabilities in connection with such acquisitions that are not identified in the Company's due diligence or the acquisitions may not prove to be successful.

Furthermore, risks associated with such acquisitions will also arise from the Company's ability to execute the acquisition and then to correctly manage the business operations and growth strategies moving forward. In addition, any acquisition may be subject to all or any shareholder and regulatory approvals, which may include re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

General risks that investors should consider include the following:

6.8 Economic and government risks

The future viability of the Company also depends on a number of other factors that may affect the performance of all industries, and associated performance of share markets including, but not limited to, the following:

general economic conditions in Australia and its major trading partners
changes in government policies, taxation and other laws
the strength of the equity and share markets in Australia and throughout the world
the ongoing strength of the Chinese economy
movement in, or outlook on, exchange rates, interest rates and inflation rates
natural disasters, social upheaval or war in Australia or overseas; and
other factors beyond the control of the Company.

6.9 Future capital needs

Further funding of projects and potential acquisitions may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

If the Company fails to obtain adequate funds when needed, the Company may:

delay or cease its property development activities, or other aspects of its business;
be forced to sell its property assets on unfavourable terms; and/or
have to reduce or cease operations.

6.10 Other factors

Since the Company's Shares have ceased trading on ASX, there has been no public market for the Shares. It is important to recognize that, once the Shares are quoted on ASX, their price may rise or fall as they may trade at a price below or above the application price. There can also be no assurance that an active trading market will develop with the shares.

Specific factors that may impact the Company's share price regardless of its operating and performance include:

the issue of additional shares or securities, including the availability of additional shares for sale from time to time;

the overall market perception of the property sector;
developments in the company's relationships with industry partners;
reports published by security analysts;
merger and acquisition activity;
litigation of disputes involving the company or others;
changes in Australian or relevant foreign tax laws which affect the company or its investors;
changes in the company's key personnel; and
changes to the regulatory environment that specifically impact on the property industry or any publicity relating specifically to the property industry.

The Company's operating financial performance is influenced by a variety of general economic and business conditions including the level of inflation, interest rates and government fiscal monetary and regulatory policies. Prolonged deterioration in general economic conditions, including an increase in interest rates, could be expected to have a corresponding adverse affect on the company's operating financial performance.

7 ADDITIONAL INFORMATION

7.1 Company information

The Company was incorporated on 7 January 1986 as Defiance Mining NL and admitted to the Official List of ASX in March 1986. The Company's Shares were suspended from trading on ASX on 1 October 2008.

7.2 Rights attaching to shares

Shares issued pursuant to the Offer will rank equally with all other fully paid ordinary shares on issue.

The rights attaching to the Shares are set out in the constitution of the Company. A broad summary (although not an exhaustive or definitive statement) of the rights attaching to the Shares is outlined below.

7.2.1 Ranking of shares

At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with Existing Shares.

7.2.2 Voting rights

Subject to any special rights or restrictions (at present there are none), at any Shareholder meeting, each Shareholder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held.

7.2.3 Dividend rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

7.2.4 Variation of rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

7.2.5 Transfer of shares

Subject to the constitution of the Company, the Corporations Act and other relevant laws, the Shares are freely transferable.

7.2.6 General meetings

Each Share holder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company's constitution, the Corporations Act and any other laws.

7.2.7 Rights on winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

divide among the Shareholders the whole or any part of the Company's property; and
decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets (following full satisfaction of all creditors' debts) on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

7.3 Directors

Brief profiles of the Directors are set out below.

7.3.1 Richard Wyn Pritchard—Non Executive Chairman and joint Company secretary

Richard Pritchard has over 20 years' experience in Civil Engineering and Building he has been responsible for numerous infrastructure and property development projects in the fields of telecommunications, transport, water, mining and energy as well as commercial property, residential sub-divisions, and retail shopping centre developments. Mr Pritchard has worked for some of Australia's leading infrastructure and property development companies primarily in the management of the tendering and construction process. Mr Pritchard has also been responsible for managing a civil infrastructure and property portfolio of value greater than $1.3Billion for NSW local government. Mr Pritchard holds an Honours Degree in Civil Engineering from the University of Brighton (UK) and a Graduate Diploma in Public Company Management from the Institute of Company Directors. He is a Member of the Institute of Company Directors and a Member of Engineers Australia and has previously held a NSW Building Contractors License. He is a Director of Sustainable Energy Australasia Limited and a Director of Blackcrest Resources Limited (ASX code: BCR).

7.3.2 Brett Crowley—Non Executive Director and Company Secretary

Brett Crowley is a Solicitor and a Chartered Accountant. He is an experienced ASX listed public company Chairman, director and company secretary. He currently practices as a solicitor. Mr. Crowley is company secretary of Vesture Limited (ASX:VES), Flat Glass Industries (ASX:FGI) and Sherwin Iron Limited (ASX:SHD). Mr Crowley was formerly a Partner of Ernst & Young in Hong Kong and Australia from 1988 to 1994 and a partner of KPMG from 1998 to 2000.

7.3.3 Ian Dorney—Non Executive Director

Ian Dorney has over 20 years experience in the financial services industry primarily as a senior financial planner and has held senior management and board positions in a number of financial services companies. He founded Mortgage Systems Australia in 1992 which merged with EQ Financial Pty Ltd, a financial planning business, in 1998. He is the Managing Director and Responsible Officer of EQ Financial Pty Ltd. Since 1995 has personally controlled and been responsible for a number of successful property developments.

7.3.4 Anthony Crimmins—Non Executive Director

Tony Crimmins has held numerous roles in project and general management, including six years as an environmental engineer for Brambles in China, involved in high priority environmental impact assessment for toxic waste clearance, site evaluation and project management. During this time he developed a working proficiency in Mandarin and an understanding of Asian business practices. For the past eight years, Mr Crimmins has been involved in the listing of 13 companies on ASX from IPOs

to reconstituted listed companies. In the process he has helped raise over $65 million for projects, including five technology projects from Australian universities.

7.4 Corporate governance

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted the Eight Essential Corporate Governance Principles and Best Practice Recommendations (Recommendations) as published by the ASX Corporate Governance Council.

The Company's Corporate Governance policy and its Share Trade Policy will be available on the Company's website. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

Principle 1—Lay solid foundations for management and oversight

The Board and management have agreed on their respective roles and responsibilities and the functions reserved to the Board and management. The Board has established and adopted a Board Charter for this purpose.

Principle 2—Structure the Board to add value

The Board ultimately takes responsibility for corporate governance, and will be accountable to the Shareholders for the performance of the Company. The functions and responsibilities of the Board are set out in the Company's Constitution and the Corporations Act. Owing to the size of the Company, the Company has not established a separate nomination committee, with the functions of this committee carried out by the Board as a whole. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing these separate committees.

The Board has a majority of independent Directors. The existing structure is considered appropriate given the small scale of the Company's enterprise and the associated economic restrictions this places on the Company. The existing structure is aimed at maximising the financial position of the Company by keeping its operating costs to a minimum.

Principle 3—Promote ethical and responsible decision making

All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Board has established a Code of Conduct to guide the Directors, managers, employees and officers of the Company with respect to matters relevant to the Company's legal and ethical obligations. The Board has established a Workplace Diversity Policy that will affirm the Company's commitment to promoting a corporate culture that is supportive of diversity and outlines strategies that the Board can undertake to encourage and promote a diverse working environment.

Principle 4—Safeguard integrity in financial reporting

The Directors require the nominated Director and external company auditors to state in writing to the Board that the Company's financial reports present a true and fair view, in all material respects, of the Company's financial condition and operational results and are in accordance with relevant accounting standards.

A separate audit committee has not currently been formed. However, the Company has adopted an Audit Committee Charter. The role of the audit committee is carried out by the full Board in accordance with the Audit Committee Charter. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing a separate audit committee.

Principle 5—Make timely and balanced disclosure

The Directors are committed to keeping the market fully informed of material developments to ensure compliance with the Listing Rules and the Corporations Act. The Directors have established a written policy and procedure to ensure compliance with the disclosure requirements of the Listing Rules.

Principle 6—Respect the rights of Shareholders

The Directors have established a communications strategy to promote effective communication with Shareholders and encourage effective participation at general meetings. As well as ensuring timely and appropriate access to information for all investors via announcements to ASX, the Company will ensure that all relevant documents are released on the Company's website.

Principle 7—Recognise and manage risk

The Directors have established a Risk Management Policy regarding the oversight and management of material business risks.

Principle 8—Remunerate fairly and responsibly

The remuneration policy of Shell Villages and Resorts Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group's financial results.

Length of service,
Experience of individual involved,
The overall performance of the market in which the Company is in,
The overall performance of the Company.

The Board has provided disclosure in relation to Directors' remuneration in Section 7.6.3 of this Prospectus. Further disclosure will be given to investors annually in accordance with the Listing Rules and the Corporations Act.

Share Trading Policy

The Company has adopted a Trading Policy, which sets out the following information:

closed periods in which Directors, employees and contractors of the Company must not deal in the Company's securities;

trading in the Company's securities that is not subject to the Company's Trading Policy; and
the procedures for obtaining written clearance for trading in exceptional circumstances.

The Company's current Share Trading Policy which was issued to the market through the ASX platform on 24th December 2010 is also available through the Company's web site www.svcgroup.com.au .

7.5 Continuous disclosure and market price of Shares

The Company is a 'disclosing entity' for the purposes of Part 1.2A of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information that it is or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company. The Company's Shares are currently suspended and as such no market price is available.

7.6 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director has, or has had within two years before lodgement of this Prospectus with ASIC:

any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and
no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director, either to induce him or her to become, or to qualify them as a Director, or otherwise, for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

7.6.1 Shareholding qualifications

Directors are not required to hold any Shares under the constitution of the Company.

7.6.2 Directors' security holdings

Set out in the table below are details of the Directors' relevant interests in the Shares and Options of the Company as at the date of this Prospectus.

Directors and their associates	Shares	Options
Richard Pritchard	12,192,972	–
Brett Crowley	3,275,000	–
Ian Dorney	1,600,000	–
Anthony Crimmins	–	–
Total	17,067,972	–

7.6.3 Directors' remuneration

The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all non-executive Directors must not exceed in aggregate the amount fixed by the Company in a general meeting or, prior to an amount being fixed

in general meeting, an amount determined by the Directors. The current aggregate remuneration for all non-executive Directors (as set by the Company in general meeting) will be not more than $320,000 per annum (allowing for the appointment of future Directors) to be apportioned among the non-executive Directors in such a manner as they determine.

7.7 Interests and fees of professionals

Other than as set out below or elsewhere in this Prospectus, no expert, promoter, or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with has or has, within two years before lodgement of this Prospectus with ASIC:

had any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; and
not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offer.

Prosperity Advisers has acted as auditors of the Company. Fees payable to Prosperity Advisers for work done in relation to the past auditing is approximately $72,000. Prosperity Advisers have not provided any service in relation to this Prospectus or the recapitalisation of the company. Fees payable to Prosperity Advisers have been charged in accordance with their normal hourly rates.

EQ Financial is corporate adviser to the Company for the purpose of this Offer. Fees payable will be as in Section 5.9

Computershare Investor Services Pty Limited remains the Company's Share Registry and will be paid for these services at normal commercial rates.

7.8 Consents

Each of the parties referred to in this Section 7:

does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this Section 7; and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 7.

EQ Financial has given, and has not before lodgement of this Prospectus withdrawn its consent to being named in this Prospectus as Corporate Advisor to the Company. EQ Financial has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

There are a number of persons referred to elsewhere in this Prospectus who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

7.9 Expenses

The expenses of the Offer and Recapitalisation Proposal are expected to comprise the following estimated costs and are exclusive of any GST payable by the Company.

	Minimum	MaximumSubscription
	Subscription
	($)	($)
*Corporate advisory fees	20,000	30,000
Broker commissions	50,000	90,000
Printing and design	7,000	7,000
ASIC fees	3,000	3,000
Total	80,000	130,000

*****The Corporate adviser is EQ Financial Pty Ltd (See Section 1.4 and 5.4). Ian Dorney and Richard Pritchard who are current Directors of SVC are employees of EQ Financial Pty Ltd.

7.10 Litigation

There is currently no past, present or pending litigation of which the Company is aware against either the Company or the Company's Directors.

7.11 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer, by consulting their own professional tax advisers. Neither the Company nor any of the Directors accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

7.12 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of shares in response to an electronic application form subject to compliance with certain provisions. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and it will send you free of charge either a hard copy or a further electronic copy of the Prospectus or both. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies shall be dealt with in accordance with Section 722 of the Corporations Act.

8 DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of the Company,

Richard Wyn Pritchard Executive Chairman

7 th October 2011

9 GLOSSARY

A$ or $ means an Australian dollar.

Application Form means the application form accompanying this Prospectus relating to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

AEST means Australian Eastern Standard Time as observed in Sydney, Australia

AFSL means Australian Financial Services License

Board means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Sydney, New South Wales.

Closing Date means the closing date of the Offer as set out on page 8.

Company means SVC Group Limited (ABN 68 009 161 522).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company at the date of this Prospectus.

Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven days pursuant to Section 727(3) of the Corporations Act.

Prospectus means this Prospectus.

Lodgement Date means the date this Prospectus was lodged with ASIC as set out on page 8.

Offer means the offer of Shares under this Prospectus as set out in Section 1.

Opening Date means the opening date of the Offer as set out on page 8.

SVC means SVC Group Limited (ABN 68 009 161 522).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

VWAP means Volume Weighted Average Price

WST means Western Standard Time as observed in Perth, Western Australia.

ABN 68 009 161 522
This Application Form forms part of the Prospectus dated 7to complete A-I are on the reverse of this Form.			th October	2011. The instructions on how
Use BLOCK LETTERS.
I/we apply for _________________			Shares at $0.01 per Share = $ ________________
Insert Number of Shares applied forA(in multiples of 10,000 Shares)			Please make sure that the amount ofByour cheque(s) equals this amount andis made payable to SVC GroupLimited— Subscription Account
COMPLETE FULL NAME AND ADDRESS DETAILSINSERT CORRECT TITLE	GIVEN NAMES
(MR/MRS/MISS/MS)	(IN FULL)			SURNAME OR COMPANY NAME

JOINT APPLICANT OR ACCOUNT DESIGNATION (E.G. )

NUMBER / STREET OR PO BOX NO			E-MAIL ADDRESS


SUBURB OR TOWN			STATE	POSTCODE

CONTACT NUMBER (DAYTIME)		CONTACT NAME

			HIN—EXISTING CHESS PARTICIPANTS ONLY
PIN YOUR CHEQUE(S) HERE		G
DRAWER		BANK	BRANCH	AMOUNT ($)


I/ we declare that this application is complete according to the declaration /appropriate statements on			the reverse of this form and agree to be bound by the Constitution of the Company. Returning this

Each Applicant must complete all applicable sections of the Application Form (in block letters) and return it, together with a cheque for the total amount due, to:

Company Secretary SVC Group Limited PO Box N723 Grosvenor Place SYDNEY NSW 1220

For those parties that would prefer an electronic transfer of funds, the Company's bank account details are as follows:

Account name	SVC Group Ltd
Bank	Westpac Banking Corporation,
	275 George Street, Sydney, NSW 2000
BSB	034 117
Account number	211 253
SWIFT code	WPAC AU2S

Applicants who have queries may contact [email protected].

A Enter the NUMBER OF SHARES that you are applying for on the face of the Application Form. Applications can be accepted or rejected at the absolute discretion of the Directors.
B Enter the TOTAL AMOUNT of application money payable. To calculate the amount, multiply the number of Shares for which you are applying by $0.01 per Share.
C Enter the FULL NAME(S) and TITLES of all legal entities that are to be recorded as the registered holders(s).
D Account designations are optional.
E Enter the POSTAL ADDRESS for all communications from the Company. You may also provide an email address, this is optional and does not replace the need for a postal address.
F Enter the daytime telephone number and contact person for any queries regarding this Application.
G If you are sponsored in CHESS by a stockbroker or other CHESS participant, enter your HIN.
H Complete check details as requested. All cheques or bank drafts (which are to be expressed in Australian currency) are to be made payable to 'SVC Group Ltd' and crossed 'Not Negotiable'.
I It is not necessary to sign the application form. By completing and lodging this application form, the applicant:
- declares that they have read the information to which this application relates and that all details and statements made are complete and accurate
- agrees to be bound by the Constitution of the Company
- acknowledges that they have made their own enquires concerning the Company and its business and affairs and have relied on their own judgement as to whether to invest in the Company and have not relied on any statements or representations made by the Company or its directors and employees, other than in respect of public releases made to Australian Securities Exchange Limited
- acknowledges that the Company has provided the Applicant(s) an Prospectus disclosure document for the issue of the Shares; and
- acknowledges that this Application Form is governed by the laws of New South Wales.

AI assistant

RAIDEN RESOURCES LIMITED — Capital/Financing Update 2011

65675_rns_2011-10-09_ba803b09-f201-4d33-a27d-23c15cc3f57c.pdf

PROSPECTUS

THE OFFER IS NOT UNDERWRITTEN

THE OFFER IS SUBJECT TO CONDITIONS

IMPORTANT NOTICE

IMPORTANT INFORMATION

Exposure Period

RISKS

CORPORATE DIRECTORY

Directors

Company Secretary

Registered Office

Corporate Advisor

Auditors*

Share Registry*

ASX Code

CHAIRMAN'S LETTER

KEY DATES AND CAPITAL STRUCTURE

Key dates

Capital structure

On receipt of maximum subscription

1 DETAILS OF THE OFFER

1.1 The offer

1.2 Conditional offer

Applicants are encouraged to lodge their Application Forms as soon as possible, as the Offer may close early without notice.

1.3 Minimum subscription

1.4 Offer not underwritten

1.5 Purpose of the offer

1.6 Use of proceeds

1.7 Capital structure

1.8 Allocation and allotment of Shares

1.9 Application monies to be held in trust

1.10 ASX reinstatement

1.11 CHESS and issuer sponsorship

1.12 Risks

1.13 Overseas investors

1.14 Privacy disclosure

1.15 Exposure period

1.16 Forecasts

1.17 Electronic Prospectus

2 CONDITIONS OF THE OFFER

2.1 Conditions

2.2 Minimum subscription

2.3 ASX approvals

3 BACKGROUND AND COMPANY OVERVIEW

3.1 Company history

3.2 Business overview

3.3 Joint Venture Agreement (Hunter Valley)

3.3.1 Budget and Programme of Work

3.3.2 Modular Housing

3.4 Key Personnel

3.4.1 Management Consultancy Agreement

3.5 Investigation of New Opportunities

3.5.1 Consultancy Agreement with HD Consulting Pty Ltd

3.6 Other Investments

3.6.1 Zambia Resource Ventures Pty Ltd

4 PRO FORMA FINANCIAL INFORMATION

4.1 Introduction

4.2 Consolidated Statement of Financial Position as at 30 June 2011

4.2.1 Summary of key debt settlement transactions

4.2.2 Further issue of shares and adjustments

5 MATERIAL CONTRACTS

5.1 Summary of material contracts

5.2 Deed of Settlement and Release (And Technologies Pty Ltd)

5.3 Deed of Joint Venture Agreement (Hunter Valley)

5.3.1 Background

5.3.2 Key Terms

5.3.3 Conditions Precedent

5.3.4 Agree Budget and Programme of Work

5.4 Capital Raising Agreement

5.4.1 Background

5.4.2 Key Terms

5.4.3 Directors of SVC employees of EQ Financial Pty Limited

6 RISK FACTORS

Specific risks that investor should consider include the following:

6.1 Government and regulatory policies, legislation and regulation

6.2 Insurance risks

6.3 Development risks

RAIDEN RESOURCES LIMITED Capital/Financing Update 2011