SHINE JUSTICE LTD - Capital/Financing Update 2013

==> picture [596 x 441] intentionally omitted <==

PROSPECTUS For an offer of 45,000,000 shares in Shine Corporate Ltd ACN 162 817 905 at $1.00 per share

This is an important document and should be read in its entirety. Lead Manager and Underwriter RBS Morgans Corporate Limited Co-Lead Manager Bell Potter Securities Limited Legal Advisers McCullough Robertson Lawyers

==> picture [596 x 448] intentionally omitted <==

IMPORTANT NOTICES

GENERAL

This prospectus is dated 28 March 2013. A copy of this prospectus was lodged with ASIC on that date. Neither ASIC or ASX takes any responsibility for the contents of this prospectus or the merits of the investment to which this prospectus relates. No Shares will be allotted or transferred on the basis of this prospectus after the expiry date, which is 13 months after the date of the prospectus.

No person is authorised to give any information or make representations about the Offer, which is not contained in this prospectus. Information or representations not contained in this prospectus must not be relied on as authorised by the Company, SaleCo or any other person, in connection with the Offer.

This prospectus provides information for investors to decide if they wish to invest in Shine. Read this document in its entirety. Examine the assumptions underlying the Forecast Financial Information and the risk factors that could affect the financial performance of Shine. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Offer does not take into account the investment objectives, financial situation or needs of particular investors.

ELECTRONIC PROSPECTUS

This prospectus is available electronically at www.shine.com.au. The Application Form attached to the electronic version of this prospectus must be used within Australia. Electronic versions of this prospectus should be downloaded and read in their entirety. Obtain a paper copy of the prospectus (free of charge) by telephoning the Company Secretary on 07 3006 6000 or email [email protected]. Applications for Shares may only be made on the Application Form attached to this prospectus or in its paper copy form downloaded in its entirety from www.shine.com.au.

EXPOSURE PERIOD

Under the Corporations Act Shine must not process Application Forms during the seven day period after the date of lodgement of this prospectus with ASIC. This period may be extended by ASIC for up to a further seven days. This exposure period enables the prospectus to be examined by market participants. Application Forms received during the exposure period will not be processed until after the expiry of that period. No preference will be given to Application Forms received during the exposure period.

CURRENCY

Monetary amounts shown in this prospectus are expressed in Australian dollars (AUD) unless otherwise stated.

AUSTRALIAN RESIDENTS ONLY

The Offer is available to Australian residents in each State and Territory of Australia. The distribution of this prospectus in jurisdictions outside Australia may be restricted by law. Seek advice on and observe any restrictions. This prospectus is not an Offer in any place where, or to any person to whom, it would not be lawful to make the Offer.

PHOTOGRAPHS AND DIAGRAMS

Photographs used in this prospectus without descriptions are only for illustration. The people shown are not endorsing this prospectus or its contents. Diagrams used in this prospectus may not be drawn to scale. The assets depicted in photographs in this prospectus are not assets of the Company unless otherwise stated.

DEFINED TERMS

Some terms used in this prospectus are defined in the Glossary.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

==> picture [596 x 448] intentionally omitted <==

	Letter from the Chairman
1	Investment Summary		5
2	Company Overview		8
3	Ownership, Management and Corporate	Governance	18
4	Financial Information		28
5	Risk Factors		40
6	Investigating Accountant’s Report
	and Financial Services Guide		44
7	Material Agreements		51
8	Additional Information		56
9	How to Apply		59
10	Glossary		61
11	Application Form		63
	Corporate Directory	Inside back	cover

Cover Image: Tiddalac, a purpose built residential staff training facility in the Lockyer Valley.

LETTER FROM THE CHAIRMAN

==> picture [23 x 19] intentionally omitted <==

==> picture [134 x 32] intentionally omitted <==

Dear Investor,

On behalf of the Board, it gives me great pleasure to present this opportunity to invest in Shine Corporate Ltd.

Shine is a national law firm that specialises in plaintiff litigation. Shine’s vision is to Shine a light on injustice and make the world a better place one client at a time. As this document highlights, Shine’s values are central to its day-to-day operations. Shine protects the rights of every day Australians and empowers them to right wrong, wherever and whenever it occurs.

Shine commenced operations in Toowoomba, Queensland, when Kerry Shine first set up his country practice in 1976. Since that time Shine has grown to over 600 people located across more than 30 offices throughout Australia. This expansion has resulted from both organic growth and carefully selected acquisitions.

Shine’s impressive growth will continue to be a focus of the Board and senior management going forward. In particular, Shine has an acute focus on the development of systems and processes to improve client outcomes. While there remains significant opportunity for expansion within Australia, Shine will also explore the viability of replicating its success overseas, in the same prudent and conservative manner that it has approached Australian acquisitions in the last decade.

The funds raised by the Offer will provide Shine with the working capital to pursue its growth strategy and the founding shareholders with the opportunity to realise a small part of their investment. On completion of the Offer, the Founders will retain approximately 65% of the Company and will continue their active involvement in the Company’s growth.

An ASX listing will provide Shine with access to equity capital markets, facilitate corporate transactions by the issue of Shares, give its people an opportunity to participate in the ownership of the Company and provide liquidity for Shareholders.

Through this prospectus, Shine is inviting investors to subscribe for 45,000,000 Shares, at an Offer Price of $1.00 per Share. At the Offer Price, Shine will have a market capitalisation of $155 million on completion of the Offer. The Offer is fully underwritten by RBS Morgans Corporate Limited.

This prospectus contains detailed information about Shine’s culture, operations, financial performance, experienced management team and exciting future plans. It also outlines the potential risks associated with this investment. I encourage you to read this document carefully before making your investment decision. I look forward to welcoming you as a shareholder.

Yours faithfully

==> picture [127 x 48] intentionally omitted <==

Tony Bellas Chairman

Shine Corporate Ltd

INVESTMENT SUMMARY

1.1 Summary offer details

ISSUER	SHINE CORPORATE LTD
Ofer Price per Share	$1.00
New Shares	15 million
Vendor Shares	30 million
Total number of Shares ofered	45 million
Total number of Shares on issue following the Ofer	155 million
Market capitalisation at the Ofer Price	$155 million

1.2 Key dates

Prospectus date	28 March 2013
Ofer opens	15 April 2013
Ofer closes	2 May 2013
Expected date of allotment	8 May 2013
Shareholding statements expected to be dispatched	9 May 2013
Anticipated commencement of ASX trading	15 May 2013

All dates are subject to change and are indicative only. The Company reserves the right to vary these dates without prior notice.

1.3 Summary financial information

	REVIEWED	REVIEWED	REVIEWED	REVIEWED	REVIEWED
	PRO FORMA	PRO FORMA	PRO FORMA	FORECAST	FORECAST
$’000s	FY10	FY11	FY12	FY13	FY14
Revenue	59,000	71,192	85,476	101,709	114,832
EBITDA	19,981	21,046	23,588	27,086	33,008
EBIT	19,758	20,619	22,818	25,698	31,354
NPAT	13,016	13,819	15,460	17,299	21,263
Earnings per Share1				11.2 cents	13.7 cents
Dividend per Share				1.5 cents	3.0 cents
Price earnings ratio				9.0 times	7.3 times
Dividend yield (annualised)2				3.0%	3.0%

1 Based on 155 million ordinary Shares.

2 Anticipated dividend yield based on the Offer Price. The FY13 dividend yield has been calculated on the basis that 1.5 cents per Share is payable in respect of 2HFY13, even though investors in the IPO will only have held their Shares for approximately two months of this period. Dividends will be franked to the extent possible.

Further financial information is contained in section 4.

1.4 Debt funding

The Company’s secured debt facility of $31.5 million (see section 7.10) was utilised to the extent of $23.7 million as at 13 March 2013. A key bank covenant relating to this facility is for borrowings not to exceed 40% of net WIP plus 50% of net disbursements. As at 31 December 2012 this ratio was 14%. The Company will continue to adopt a prudent debt policy which it will review on an ongoing basis. The Company may seek to extend its debt facility in the event that appropriate acquisition opportunities arise.

1.5 Purpose of the Offer and use of funds

A total of $45 million will be raised through the Offer, of which $15 million will be raised for the Company in new equity and $30 million will be realised for the Vendor Shareholders through the sale of the Vendor Shares.

The proceeds raised by the Company through the issue of New Shares will be applied as follows:

1.6 Capital structure post completion of the Offer

	NUMBER OF	PERCENTAGE
	SHARES	HELD
	(ROUNDED)	(ROUNDED)
Simon Morrison1	50.3 million	32.5%
Stephen Roche1	50.3 million	32.5%
Other existing	9.3 million	6.0%
shareholders2
Subscribers of Shares	45 million	29.0%
under the Ofer3
Total Shares on	155 million	100%
completion of Ofer

1 Includes Shares held by the Founders and the entities they control. 2 Shares are held by current employees.

3 Includes Vendor Shares which form part of the Offer.

primarily to provide working capital to strengthen the balance sheet of the Company and support organic growth; and $13,656,000
to provide the flexibility to fund the Company’s acquisition strategy when appropriate opportunities arise
Offer costs, including underwriter’s fees $1,344,000

The purpose of the Offer is to:

raise new funds for those purposes listed above; and
provide an opportunity for the Founders to sell down a portion of their shareholding.

An ASX listing will also deliver significant benefits for Shine including:

ongoing access to equity capital markets;
further increase its public profile;
where deemed appropriate, undertake further acquisitions by the issue of Shares; and
provide employees with an opportunity to participate in the ownership of the Company.

Shine has sufficient working capital to carry out its current objectives as set out in this prospectus.

1.7 Business model summary

Shine is one of Australia’s largest damages based plaintiff litigation firms. It generates revenue in the form of legal fees by representing clients on a speculative fee basis and prosecuting their cases through the litigation process.

Legal fees are typically charged on an hourly rate with an uplift fee in some jurisdictions (see section 2.12). The terms of the speculative fee arrangement are set out in a conditional fee agreement, and Shine’s ability to charge fees is contingent upon the case resulting in damages paid by a defendant or its insurer.

Shine will seek to continue to grow its business profitably by concentrating on:

adherence to Shine’s core values and principles (see section 2.1);
a focused and disciplined approach to practice areas (see section 2.3);
an engaged workforce led by an appropriately skilled Board and senior management (see sections 2.4, 3.2 and 3.3);
ongoing investment in case selection and case management systems (see sections 2.6 and 2.7);
emerging practice areas and new geographies (see sections 2.8 and 2.10); and
a balance of organic growth and acquisitions (see section 2.9).

1.8 Dividend policy

In respect of the Forecast Period, the Board intends to pay dividends of 1.5 cents per Share in October 2013 (for FY13) and an annual dividend of 3.0 cents per Share for FY14 (payable as an interim dividend in April 2014 and a final dividend in October 2014).

In subsequent financial years, the Board expects to pay dividends of approximately 40% of NPAT excluding net movement in WIP and accounting for disbursements. Net movement in WIP and disbursements could have a significant effect on the Company’s ability to pay dividends. No guarantee can be given about the payment of dividends, the level of franking or imputation of such dividends or the size of the payout ratios. These matters will depend on a number of factors, including the future earnings of the Company, its financial, tax and franking credit position, and the Board’s view of the appropriate dividend policy at the time.

1.9 Directors and management

Shine’s board of directors comprises three non-executive directors, who collectively have a depth of non-executive board experience, including of ASX listed companies, and two executive directors, who are Shine’s founders (see section 3.2).

Shine’s chairman, Tony Bellas, has over 26 years experience in senior management roles in the public and private sectors and is currently chairman of ERM Power Limited and Corporate Travel Management Limited. Carolyn Barker AM was appointed as a non-executive Director of the Company in 2009 and holds a number of senior roles in the private sector, including Endeavour Learning Group, as well as being chair of Brisbane Transport and a non-executive director of MIGAS. Greg Moynihan is currently a director of Ausenco Limited, Sunwater Limited and Corporate Travel Management Limited, having previously held senior executive positions in Citibank Australia, Metway and Suncorp Metway.

Shine’s executive director, Stephen Roche, joined Shine in 1981 and is Shine’s longest serving staff member and a former managing partner. Stephen is a past President of the Australian Plaintiff Lawyers Association (Queensland Branch). Shine’s managing director, Simon Morrison, joined Shine in 1988 and became partner in 1995. Simon has particular expertise in the field of workers’ compensation and is a former National President of the Australian Lawyers’ Alliance and current chair of the Alliance’s National Workers Compensation Special Interest Group.

Shine’s senior management team, profiled in section 3.3, supports the Board, combining individuals with experience in areas critical to Shine’s performance, including operational, finance, human resources, information technology and marketing.

of Shareholders. An example is in settlement negotiations where Shine’s duty to its client would be favoured over any short term cash flow or funding needs of Shine’s business.

Regulatory environment – Shine operates in a regulated environment. Its business operations could be adversely affected by actions of State, Territory and Commonwealth governments, including changes in legislation, guidelines and regulations that affect the areas of law in which Shine practises.

WIP recoverability – because Shine operates on a speculative fee basis and in areas of law where the ultimate recovery of fees is regulated (see section 2.12), the recoverability of WIP is a key risk to the achievement of forecast revenue. A description of Shine’s accounting policies in respect of revenue recognition is set out in section 4.12.

Growth and integration risk – there is a risk that Shine may be unable to manage its future growth successfully. Historically, Shine has grown through a combination of organic growth and acquisitions. That growth strategy will continue, and may include new practice areas and geographies. A variety of factors, including unexpected integration issues, might cause future growth to be implemented less successfully than it has in the past.

Case management systems – Shine’s business is reliant on its case management systems. Over the next few years, Shine is implementing the T2 Project which is designed to improve efficiencies in its case selection and management. Given the importance of Shine’s systems in managing its business processes, any delays, cost overruns or integration issues with the T2 Project could have an adverse effect on Shine’s operations and profitability.

Personnel – Shine depends on the talent and experience of its people. In particular, Shine’s growth is reliant on attracting and retaining professional fee-earning staff. Should any of its key people or a significant number of other people leave the Company, particularly to work for a competitor, this may have an adverse effect on Shine. It may be difficult to replace them, or to do so in a timely manner or at comparable expense.

Brand and reputational risk – the success of Shine is reliant on its reputation and brand. Anything that diminishes Shine’s reputation or brand could have a significant adverse financial effect on Shine. In particular, the actions of Shine’s employees, including breaches of relevant regulations or negligence in the provision of legal advice, could damage Shine’s brand and diminish future profitability and growth. As Shine has alliances with high profile individuals, such as Erin Brockovich, any harm to the reputation of those individuals may also negatively impact Shine.

A more detailed list of risks relating to an investment in Shine is set out in section 5.

Important notice

1.10 Key risks summary

Conflict of duties – Shine has a paramount duty to the court, first, and then to its clients. Those duties prevail over Shine’s duty to Shareholders. There may be instances where Shine and its lawyers, in exercising their duties to the court or to the client (or both), act other than in the best interests

This section is not intended to provide full information for investors intending to apply for Shares. This prospectus should be read in its entirety. The Shares offered pursuant to this prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

COMPANY OVERVIEW

2.1 Introduction

Shine was established in 1976 as a small provincial general practice offering conveyancing, commercial law, family law, litigation and other legal services. In the 1990s, Shine made the strategic decision to focus on personal injuries litigation. Since that time, Shine has enjoyed sustained growth and is now one of Australia’s largest damages based plaintiff litigation firms with more than 600 staff in more than 30 offices across Queensland, New South Wales, Victoria and Western Australia.

Exceptional client service is central to Shine’s operating model and its success.

Shine has a strong values based culture that is reflected in high staff engagement and retention of its key people.

Shine embraces a local office, national firm philosophy through a decentralised operating model. This enables Shine to extend its reach and to position itself in the heart of local communities.

Shine’s growth has been underpinned by a commitment to Right Wrong and its three core values:

– always stand up for the little guy

– ahead of the pack

– dare to be different.

Consistent with these values, Shine operates on a speculative fee basis, meaning that no fee is payable by a client unless they receive compensation. It has acted for thousands of injured Australians on this basis in the areas of workers’ compensation, motor vehicle accidents, public liability, medical negligence and catastrophic injury.

Shine has been deliberate in its strategy to remain focused on damages based plaintiff litigation and not expand into other areas of law. This “inch wide; mile deep” strategy has allowed it to invest significantly in developing case management systems and processes. The improvement in the quality and efficiency of Shine’s case management as a result of its systems and processes is a key competitive advantage. Shine continues to invest in this area to ensure it retains this competitive advantage.

Shine’s national brand continues to strengthen, which has resulted in growth in enquiries. Its branding was further enhanced in 2009 when it formed a relationship with internationally acclaimed environmental advocate Erin Brockovich. This relationship significantly enhanced Shine’s brand and has been formalised in a 10 year alliance agreement which runs until 2020.

A NATIONAL FIRM WITH A LOCAL FOCUS

QUEENSLAND LOGAN BRISBANE MACKAY BUNDABERG MAROOCHYDORE CABOOLTURE NORTH LAKES CAIRNS ROBINA CARINDALE SOUTHPORT CHERMSIDE SPRINGWOOD DALBY STONES CORNER GYMPIE STRATHPINE HERVEY BAY TOOWOOMBA IPSWICH TOWNSVILLE HELENSVALE

==> picture [319 x 216] intentionally omitted <==

----- Start of picture text -----

CARINDALE
CHERMSIDE
DALBY
GYMPIE
HERVEY BAY
IPSWICH
HELENSVALE
BRISBANE
NEW SOUTH WALES
FAIRFIELD
PERTH MANLY
SYDNEY NEWCASTLE
WESTERN NORTH SYDNEY
AUSTRALIA
PERTH MELBOURNE PARRAMATTA
SYDNEY
VICTORIA
DANDENONG
MELBOURNE
RESERVOIR
SUNSHINE
----- End of picture text -----

THE GROWTH OF SHINE

==> picture [482 x 639] intentionally omitted <==

----- Start of picture text -----

2013
Commenced Aviation and
Landholder Rights practice areas
2012
Former US Military Lawyer and Human Rights
advocate Major Michael D Mori joined to 2011
strengthen Shine’s Social Justice practice Strategic commencement
of emerging practice areas
2 010 2010
Commenced in New South Wales
2009
Strategic alignment
with Erin Brockovich
2008
Expanded into Western Australia
2006
2005 Rebranded ‘Shine Lawyers’
10th office opened in Queensland
2004
Entered Victorian market via
‘Workforce Legal’ partnership
2000
1998
The arrival of mass tort litigation
1995
Strategic focus to specialise
1994
in personal injury litigation
Brisbane office established
1990
1988
Stephen Roche joined the partnership,
which is re-named Shine Roche
Simon Morrison commenced articles
of clerkship with Shine Roche 1981
Stephen Roche commenced
articles of clerkship with KG Shine & Dean
1980
1976
KG Shine & Co was established
in Toowoomba, Queensland
----- End of picture text -----

==> picture [36 x 36] intentionally omitted <==

----- Start of picture text -----

1970
----- End of picture text -----

2.2 The industry

The personal legal services industry is estimated to be valued at $3.1 billion[1] , and includes personal injuries law, family law, property law, class actions, wills, probate and residential conveyancing. Shine specialises in damages based plaintiff litigation, primarily personal injuries law – a subset of the personal legal services industry.

Shine is the third largest plaintiff litigation firm in Australia. Shine and its largest competitors have grown significantly in recent years. However, the Directors estimate that the market share of Shine and those competitors in the personal legal services industry is still less than 20%. Shine estimates that it holds less than 4% of the personal legal services industry, which equates to no more than 10% of the personal injuries market.

Barriers to entry have increased with regulatory changes and tort reform, including restrictions on advertising (the effect of which is to favour established brands in the market place). Also, the growing popularity of speculative fee work has provided a competitive advantage to those firms with access to capital. Advances in the use of technology have provided a further benefit to those firms with the capital to invest in case management systems, allowing them to operate more efficiently.

In Shine’s experience, key success factors in this industry include:

strong brand awareness;
good reputation;
high success rate;
access to capital; and
efficient and fully integrated systems and processes.
1 Source: IBISWorld Pty Ltd Industry Report OD5125, Personal Legal Services Industry in Australia, December 2012.

Further information on the regulatory framework relating to damages based plaintiff litigation is set out in section 2.12.

RECENT TRENDS IN DAMAGES BASED PLAINTIFF LITIGATION IN AUSTRALIA

Regulatory or tort reform	Shine’s personal injury practice areas continue to be shaped by tort reform initiatives, including
	those described in section 5. Although such reforms pose risks for Shine’s business, particularly
	to the extent that they seek to impose limits on damages or fees that can be recovered, Shine
	has considerable experience adapting its business model to regulatory change. Tort reform also
	presents opportunities, particularly in the acquisition of smaller practices which do not have the
	systems in place to deal with complex regulatory changes. Shine’s emerging practice areas are
	less afected by tort reform.
Increase in advertising	Many jurisdictions have imposed restrictions on advertising certain types of legal services,
restrictions	including personal injuries. In those jurisdictions, a strong brand is a competitive advantage
	for winning new work.
Incorporated legal practices	The relaxation of rules (which previously required legal practices to be owned by lawyers)
	has allowed frms to access capital from additional sources, more readily provide ownership
	opportunities to staf, and assist in the attraction and retention of non-legal staf.
Regulatory push for the	Given the cost and time involved in the court process, the regulatory regime that applies
earlier resolution of claims	to personal injury matters has tended to promote the early resolution of claims.
Litigation funding	Litigation funding is a worldwide trend that is becoming more prevalent in Australia, particularly with
	the rise of class action litigation. Litigation funders do not provide legal services. They simply fund
	the progress of litigation by a client in return for a contingency fee which is typically based on the
	settlement received by the client. Litigation funders can be complementary to legal providers as
	they reduce the risk for law frms by funding their WIP. In Australia, litigation funders have tended
	not to operate in personal injury matters. Shine has not used litigation funders to date.
Class actions	There has been an increase in class actions in Australia in recent years, driven in part by the
	availability of litigation funding. Shine is currently acting on a number of class actions and will
	accept further cases having regard to the alignment of such cases with Shine’s values and case
	selection criteria.
Consolidation of	In addition to normal exit drivers of professional service frms, the increasing regulatory complexity
smaller practices	of personal injury law in Australia has contributed to the consolidation of smaller frms. Shine
	expects that industry consolidation will continue and present attractive growth opportunities
	into the future.

2.3 Practice areas

Shine’s strategy is to maintain a highly specialised focus on damages based plaintiff litigation, representing the wronged party, which it describes internally as “inch wide; mile deep”. Shine intends to maintain this specialisation and not become a full service law firm.

Historically Shine has focused on personal injury litigation. In recent years Shine has deepened its services to include other practice areas within damages based plaintiff litigation, such as professional negligence, human rights and environmental cases. These new practice areas are forecast to represent approximately 12% of Shine’s revenue in FY13. The Company expects to continue to grow these areas.

Indicative breakdown of current revenue by practice area

==> picture [163 x 184] intentionally omitted <==

----- Start of picture text -----

12%
2%
40%
22%
24%
Employment Medical Negligence
Motor Vehicle Emerging Practice Areas
Public Liability
----- End of picture text -----

SHINE’S PRACTICE AREAS
Personal injury
Medical negligence	Shine’s medical law team works exclusively for clients who have been injured by medical and
	health practitioners. Cases include child birth trauma and failure to properly diagnose and treat
	patients. For example, the team achieved a multi-million dollar settlement for a family against
	a hospital whose actions are alleged to have resulted in a young baby sufering brain damage.
Public liability	Public liability law covers a wide range of circumstances in which a person sufers injury or death.
	This includes accidents that occur in public, commercial or private places. Examples of public
	liability claims include slips, trips and falls, recreational and boating injuries, and physical or sexual
	assaults. Shine has run a number of high profle sexual abuse cases and, in one such case, Shine’s
	client was awarded one of the highest exemplary damages in Australia.
Catastrophic injuries	A catastrophic injury includes brain injury, spinal cord injury, amputations, multiple severe fractures,
	severe burns or the loss of a dependent. Recently Shine secured a multi-million dollar settlement
	for a young man who was severely injured in a motor vehicle accident.
Workers’ compensation	Shine acts for people injured in the workplace. Shine recently secured a major settlement
	for a tradesman who fell 15 metres after stepping on a broken rafter.
Motor vehicle accidents	Shine acts for people injured in motor vehicle accidents. Shine recently secured a signifcant
	settlement for a young mother who was severely injured after an intoxicated driver collided
	with her vehicle.
EMERGING PRACTICE AREAS
Disability insurance and	Shine’s disability insurance and superannuation team handles claims for insurance through a
superannuation claims	client’s personal life insurance policies and superannuation schemes. Shine has obtained benefts
	for clients as small as $25,000 and as large as $1.2 million.
Professional negligence	Established in 2010, the Shine professional negligence team represents clients who have sufered
	loss at the hands of negligent professional advisors.
Human rights	Shine’s human rights team aims to protect the rights of citizens in the areas of civil and political
	rights, asylum seekers, indigenous rights, and equality and discrimination. For example, Shine has
	recently assisted a mentally ill asylum seeker, who was being held indefnitely in detention, to
	receive appropriate treatment and housing. In 2012, former US military lawyer Major Michael D.
	Mori joined the Shine human rights team.
Environmental claims	The Shine environmental team protects the rights of individuals and communities who have
	sufered physical injuries or fnancial detriment as a result of environmental damage or misuse.
	Cases include loss from crop destruction, negligent farm spraying, water contamination, factory
	pollution and industrial air pollution. One of Shine’s current cases is a group action on behalf of
	the fshing and local industries in Gladstone. Shine’s clients allege loss caused by the dredging
	and development in Gladstone Harbour.
Class actions	Shine’s class action practice represents the interests of groups of people who have been wronged.
	For example, Shine is currently representing property owners against the Queensland Government
	for permitting the development of land at Collingwood Park which sufered subsidence.

==> picture [596 x 312] intentionally omitted <==

EMERGING PRACTICE AREAS
First party insurance	Shine has joined forces with Risk Worldwide, a global consulting frm that specialises in disaster
recovery claims	insurance work. Shine and Risk Worldwide are working together on claims relating to the foods
	in Queensland and Cyclone Yasi. They are also helping property owners in Christchurch recover
	their full entitlement under insurance policies after the recent devastating earthquakes. Further
	details of the Risk Worldwide arrangements are in section 7.9.
Landowners’ rights	Recognising the growth in the energy industry in Australia, Shine has recently acquired a team
	which provides advice in connection with Queensland’s coal seam gas industry. The team
	represents land owners and works to protect their rights and ensure adequate compensation
	in negotiations with gas companies.
Aviation	Shine’s aviation claims team assists the victims of aircraft accidents and their families through the
	complicated process of claiming compensation. This includes accidents in Australia or overseas.
Product liability	Shine acts for clients harmed through faulty products and devices. Shine is currently representing
	hundreds of clients whose quality of life has been afected by faulty hip prostheses that were
	recalled globally in August 2010.
Asbestos compensation	Shine represents victims of asbestos related diseases throughout Australia and in overseas
	jurisdictions, including the UK. For example, Shine secured a substantial settlement for a man
	who was diagnosed with asbestos cancer (mesothelioma) after his exposure to asbestos in
	the 1970s when working as a boiler maker.

2.4 Shine’s people

Shine has a strong values based culture that is reflected in high staff engagement and retention of its key people. Shine works hard to attract staff closely aligned to its values. Shine attracts, retains and incentivises talent by promoting its values based culture and by providing an environment where individuals and teams are recognised, rewarded and inspired to deliver outcomes for clients. Celebrating successes and milestones is encouraged.

Shine also undertakes its own bi-monthly survey that focuses on its culture and values and provides a high level snap shot of staff engagement throughout the year that may impact operational objectives.

Shine’s people all have annual goals for day to day operations management, with metrics based on the following key areas:

maximising damages for clients;
building strong teams;

Shine engages an independent consultant, Aon Hewitt, to undertake a nationally benchmarked annual survey of its people. This survey measures their overall engagement as employees of Shine. Topics include, among other things, remuneration, communication, learning and development, recognition, work practices, development opportunities and work place health and safety. This survey assists Shine to shape the future direction of the firm.

reducing file time;
working smart; and
attracting new clients.

New employees are inducted at a purpose built residential training facility in the Lockyer Valley just outside of Toowoomba. This induction process is critical in providing skills and systems training to new employees as well as instilling Shine’s culture and values. The training facility is also used for ongoing training and development purposes, helping further develop the pipeline of talent within the Company.

Staff numbers FY04 – FY13

==> picture [201 x 138] intentionally omitted <==

----- Start of picture text -----

700
602
600
515
500
417
400 356
300 274
217
200
145
111
94 92
10
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
YTD
----- End of picture text -----

The figures above comprise the Company, Shine Partnership and the Service Trust as if they had operated as one entity (see section 2.1 for further details of corporate history).

Shine has enjoyed numerous accolades as an employer of choice including:

The National Minister’s Award for Outstanding Equal Employment Opportunity Initiative / Result for the Advancement of Women (EOWA’s Business Achievement Awards 2010); and
Award for Gender Equality in the Workplace (Australian Human Resources Institute (AHRI) 2012).

2.5 Clients

At Shine, clients are at the heart of decision making.

By operating on a speculative fee basis, Shine provides legal representation for those who might not otherwise be able to afford it. In line with one of Shine’s core values to always stand up for the little guy , Shine will typically represent individual people or families, or in the case of a class action, groups of people, in those practice areas described in section 2.3.

Over time, Shine’s client base has evolved to include:

communities affected by environmental issues;
individuals who have suffered loss due to negligent professional advice;
insurance policy holders seeking to recover damages against their policies; and
individuals whose human rights have been violated.

In essence, Shine’s client base includes anyone who has suffered a wrong, the loss for which can be pursued by application of Shine’s expertise in damages based plaintiff litigation.

Given the nature of the industry, whilst Shine does not tend to have recurrent clients (as injuries tend to be one off), it does benefit from client and other referrals.

2.6 Case selection

Shine’s decision on whether to accept an individual case is critical to its success as Shine acts for clients on a speculative fee basis.

Shine’s high volume of enquiry is managed through a comprehensive process summarised in the diagram below:

Case selection process

==> picture [214 x 165] intentionally omitted <==

----- Start of picture text -----

NEW CLIENT TEAM
Call centre
Capture information, pre-qualify the
enquiry and allocate it appropriately
INITIAL CLIENT INTERVIEW
Conducted by legal teams
Obtain detailed instructions from a prospective
client for referral to the review panel
REVIEW PANEL
Chaired by a senior lawyer
Accept or reject a case and create
a plan on approved cases
----- End of picture text -----

As a consequence of this assessment process, and enquiries related to cases outside Shine’s practice areas (eg family, industrial relations, property and criminal law), Shine proceeded with less than 20% of initial enquiries received into the business in FY12.

Number of enquiries and new file openings

==> picture [205 x 114] intentionally omitted <==

----- Start of picture text -----

30,000 28300
25,000
19649
20,000
15,000 12430
10,000 8171
5888
5,000 1638 2484 3420 4160 4643
0
2008 2009 2010 2011 2012
New enquiries New file openings
----- End of picture text -----

2.7 Case management

One of Shine’s key competitive advantages has been its ability to efficiently manage cases and achieve a successful outcome for its clients.

The Company has a number of controls in place, designed to maximise the recovery of damages for clients and manage cycle time and the recovery of WIP. These include:

a customised case management system with automated workflows, case assessment process, WIP controls and performance measures;
detailed case plans to assist Shine’s lawyers to ensure individual cases are adequately prepared, issues identified and evidence gathered;
an independent review committee to consider complex case issues;
monthly provisioning to revise and provide for WIP recovery; and
measurement and setting of key performance indicators to provide visibility and manage performance against critical metrics.

The day to day conduct of each case is supervised at a branch level. Dedicated departments, separate to the legal departments, are responsible for fielding initial enquiries (new client team) and for collecting settlement funds (settlement services team).

Shine is committed to continuous improvement in its case management systems and processes. The T2 Project is tasked with a number of important business improvement goals, including to increase the level of damages recovered for Shine’s clients, reduce the cycle time (the speed with which a matter is brought to a conclusion for clients), improve recoverability of Shine’s fees, increase the ratio of fee-earning to non-fee-earning staff in the business, and make Shine’s systems and processes increasingly scalable and agile across different geographies.

2.8 Growth

Since it was established in 1976, Shine has demonstrated a track record of sustained growth. The graphs below illustrate Shine’s revenue and EBITDA growth from FY08 to FY14.

Revenue ($m) FY08 – FY14

==> picture [202 x 147] intentionally omitted <==

----- Start of picture text -----

120 114.8
110
101.7
100
90 85.5
80
71.2
70
60 59.0
50 47.5
40
32.4
30
20
10
0
FY08 FY09 FY10 FY11 FY12 FY13 (f) FY14 (f)
----- End of picture text -----

EBITDA ($m) FY08 – FY14

==> picture [200 x 120] intentionally omitted <==

----- Start of picture text -----

40
35 33.0
30
27.1
25 23.6
21.0
20 20.0
17.6
15
11.3
10
5
0
FY08 FY09 FY10 FY11 FY12 FY13 (f) FY14 (f)
----- End of picture text -----

The figures above comprise results of the Company, Shine Partnership and the Service Trust as if they had operated as one entity (see section 4.1.2). The figures for FY08 and FY09 are based on management accounts that have not been audited or reviewed.

The graph below illustrates the mix of organic and acquisition growth from FY10 to FY14.

Revenue growth ($m): organic and acquisitions FY10 – FY14

==> picture [214 x 158] intentionally omitted <==

----- Start of picture text -----

120 114.8
8.2
101.7
100 5.0 12.4
85.5
1.4 12.4
80 71.2 7.1
0.5
59.0 5.1
60 1.2
40 57.8 65.6 77.0 84.3 94.3
20
0
FY10 FY11 FY12 FY13(f) FY14(f)
Organic Acquisitions Acquisition growth
----- End of picture text -----

The figures for FY10, FY11 and FY12 shown in the graphs comprise the results of the Company, Shine Partnership and the Service Trust as if they had operated as one entity (see section 4.1.2).

Shine’s growth has been driven by:

strong brand positioning and innovative marketing strategies (including direct consumer marketing through traditional and digital media, the Erin Brockovich alliance, expanded geographic footprint and growing referral partnerships) leading to growth in client enquiries;
an ongoing focus on achieving better damages outcomes for clients, enhancing Shine’s reputation and referral base and improving WIP recoverability;
case selection and case management systems and processes;
establishing new offices and developing new practice areas;
successful integration of acquired firms and introduction of business improvement initiatives to enhance the profitability of these acquisitions;
attracting, retaining and developing its people; and
investing in technology to enhance case management.

Shine is determined to maintain its track record of growth while still doing what is right for its clients, its people, the community and the environment.

2.9 Acquisition strategy

Since 1976, Shine has successfully acquired and integrated more than 20 legal firms. It has also established a similar number of ‘greenfield’ sites (see the table below). The business was founded in Queensland and has a strong foothold in that market. It successfully entered Western Australia and Victoria in 2008 and New South Wales in 2010.

Shine’s acquisition criteria include:

alignment of values and cultural fit;
ease of integration into Shine’s business model;
value of WIP;
profitability and cashflow;
geographic location;
track record; and
synergistic opportunities.

Recent acquisitions have been funded through Shine’s existing debt facility. In some recent acquisitions, Shine has used earn out arrangements. Shine has also undertaken file acquisitions, where it purchases files from other law firms without acquiring the associated overheads.

Shine will continue to assess the acquisition of damages based plaintiff litigation firms within Australia that are consistent with its business strategy and values.

SHINE’S GROWTH 1976 – 2013

1976	Founded	Toowoomba, QLD	KG Shine & Co
1978	Acquisition	Toowoomba, QLD	Beirne & Noel
1983	Acquisition	Toowoomba, QLD	R P Beirne
1984	Acquisition	Chinchilla, QLD	Leslie L Ross
1990	Merger	Toowoomba, QLD	Murdoch Phillips
			and McVeigh
1994	Greenfeld	Brisbane, QLD
2000	Greenfeld	Gold Coast, QLD
2001	Acquisition	Cairns, QLD	Lindsay Dufy
			Lawyers
2002	Greenfeld	Townsville, QLD
2003	Greenfeld	Sunshine Coast,
		QLD
	Acquisition	Cairns, QLD	Adams and
			Associates
2004	Acquisition	Redclife, QLD	Cooke &
			Hutchinson
			(personal injury
			only)
	Greenfeld	Melbourne, Vic	Workforce Legal
			partnership (50%)
2005	Greenfeld	Caboolture, QLD
	Acquisition	Mackay, QLD	Vince Morrin
			and Associates
2007	Greenfeld	Gympie, QLD
	Greenfeld	Strathpine, QLD
	Greenfeld	Ipswich, QLD
	Acquisition	Logan, QLD	Keith Scott &
			Associates
2008	Greenfeld	Dandenong, VIC

SHINE’S GROWTH 1976 – 2013	SHINE’S GROWTH 1976 – 2013	SHINE’S GROWTH 1976 – 2013
	Greenfeld	Perth, WA
	Acquisition	Melbourne, VIC	Workforce Legal
			(50% balance)
2009	Greenfeld	Bundaberg, QLD
	Greenfeld	Reservoir, Vic
	Greenfeld	Sunshine, Vic
	Acquisition	Melbourne, Vic	VA Law
2009	Acquisition	Noosaville, QLD	Law Essentials
			(personal injury
			only)
2010	Acquisition	North Sydney, NSW	Somerville and Co
			(personal injury
			only)
	Acquisition	Caloundra, QLD	AB Law
2011	Greenfeld	North Lakes, QLD
	Greenfeld	Robina, QLD
	Greenfeld	Helensvale, QLD
	Greenfeld	Gladstone, QLD
2012	Greenfeld	Hervey Bay, QLD
	Greenfeld	Parramatta, NSW
	Acquisition	Newcastle, NSW	Palmieri Law Firm
	Acquisition	Sydney, NSW	Walker Legal
		Manly, NSW
	Acquisition	Brisbane, QLD	AK Compensation
			Lawyers
	Acquisition	Toowoomba, QLD	Cleary & Lee
	Acquisition	Toowoomba, QLD	Shannon
		Dalby, QLD	Donaldson
			Province Lawyers
	Acquisition	Fairfeld, NSW	Ron Kramer
			Associates
			RKA Lawyers
	Acquisition	Fairfeld, NSW	Eugene Lepore
			& Associates
	Greenfeld	Strathpine, QLD	Westfeld Retail
			Centre
2013	Greenfeld	Chermside, QLD	Westfeld
			Retail Centre
	Greenfeld	Carindale, QLD	Westfeld
			Retail Centre

Erin Brockovich

Shine’s relationship with internationally renowned Erin Brockovich began in 2007, culminating in a formal strategic partnership agreement. In Australia, Erin exclusively consults with Shine on class actions, environmental cases and other strategic initiatives. Erin has a long-term contract with Shine, described in section 7.4.

2.10 International opportunities

UNITED KINGDOM

Since 2000 Shine has been exploring the feasibility of entering the United Kingdom legal market. In that time Shine has actively recruited lawyers to Australia from the United Kingdom. Recent and proposed reforms may present opportunities for Shine to enter into that market. With its experience in the Australian market and its established systems and processes, Shine considers itself well placed to capitalise on these potential opportunities.

USA

Given Shine’s relationship with Erin Brockovich, her strong referral base and other opportunities, the Directors have kept a watching brief on the US legal market and will continue to do so in the future.

RISK WORLDWIDE

Since early 2011, Shine has worked closely with insurance specialist Risk Worldwide, a US based consulting firm which specialises in loss assessment and insurance claims. Shine engaged Risk Worldwide to provide claims consulting in relation to the Queensland floods and Cyclone Yasi during the 2011 summer in Australia. Shine also is a joint venture partner of Risk Worldwide New Zealand Limited (RWWNZ), a New Zealand limited liability company, assisting policy holders who have suffered loss from the Christchurch earthquakes. RWWNZ does not provide legal advice. Further details of the arrangements in respect of RWWNZ are in section 7.9.

2.11 Social responsibility and community

Shine’s business has been founded on social responsibility. Its people are instilled with a strong sense of social responsibility and the company pursues social justice on a daily basis for its clients. It has a dedicated social justice and human rights team led by respected social justice advocate George Newhouse and former US military lawyer Major Michael D. Mori that enables minorities to seek justice and have their voices heard.

In pursuit of this objective, the Founders established the Shine a Light Foundation to support injured Australians through injury prevention, education and rehabilitation. Shine’s people have the opportunity to support this initiative through fortnightly deductions from their salary.

Shine helped establish the Environmental Justice Society (EJS) to help Australians voice their concerns and pursue justice if their life, or the livelihood of their community, is negatively impacted by the actions of others. It is a group of environmentally conscious lawyers, doctors, scientists and campaigners who want to empower individuals and communities with the knowledge and resources to rally support and take action to bring negligent companies to account. Erin Brockovich is the patron of the EJS and Shine provides ongoing administrative support.

2.12 Regulatory framework

INCORPORATED LEGAL PRACTICE

Shine is regulated as an incorporated legal practice (ILP), which is a corporation that engages in legal practice.

Each State and Territory regulates legal practices. Traditionally, the legislation governing the legal profession only allowed lawyers to receive the benefits of a legal practice. More recently, in all States and Territories, except South Australia, model laws have been adopted (Legal Profession Acts) which allow a corporation to conduct a legal practice. ILPs can have:

directors and shareholders who are not lawyers; and
business interests outside of the legal practice.

The relevant Legal Profession Acts regulate the structure and operation of ILPs to minimise the risk that a lawyer’s legal and professional responsibilities are compromised by the ILP structure. The most fundamental of these restrictions is that an ILP must have at least one director who holds an unrestricted practising certificate (Legal Practitioner Director).

Each Legal Practitioner Director is responsible for managing the legal services provided by the ILP and ensuring that appropriate management systems are in place to ensure that the legal services provided by the ILP are in accordance with the professional obligations of legal practitioners.

To address the potential conflict between a director’s duty to act in the best interests of the company and a legal practitioner’s duties to the client and court, the Legal Profession Acts include safeguards to ensure that the obligations of the Legal Practitioner Director as a legal practitioner are preserved.

Under the Legal Profession Acts, the legislation is given precedence over the company’s Constitution, to the extent of any inconsistency, and allows the regulations associated with the Legal Profession Acts to displace the operation of the Corporations Act.

REGULATION OF FEES

Shine’s profitability is affected by its ability to recover legal fees from clients. Accordingly, Shine has taken the following measures to assist in the recoverability of its legal fees:

ensuring a proper balance of lawyers and non-legally qualified staff;
charging appropriate fees;
having a costs agreement which is enforceable (ie satisfies all disclosure obligations under the Legal Profession Acts and is a suitable agreement); and
having systems and processes in place to effectively manage WIP.

In some States and Territories, statutory provisions may impact on the maximum amount of legal fees being charged, regardless of costs agreements entered into by lawyers and their clients. Accordingly, Shine’s profitability will be affected by any such limitations.

In each State and Territory, there exist statutory rights for clients to seek review of legal fees. Shine, like all law firms in Australia, is subject to any client exercising those rights.

REGULATION OF PERSONAL INJURY ADVERTISING

Under the Legal Profession Acts, advertising by legal practitioners must not be false, misleading or deceptive or otherwise in contravention of the Competition and Consumer Act 2010 (Cth).

In addition to the restrictions on advertising legal services generally, each of the Relevant Jurisdictions has regulations about personal injury advertising and, in particular, restrictions on the advertising of personal injury claims on a speculative fee basis.

NON-COMPLIANCE WITH REGULATIONS

The regulator in each Relevant Jurisdiction has the power to investigate and prosecute breaches under the Legal Profession Acts and breaches of the advertising restrictions described above.

Where Shine fails to comply with the Legal Profession Acts and other relevant regulations, Shine may be subject to fines and any individual legal practitioner involved in non-compliance (and the Legal Practitioner Director in some circumstances) may be subject to disciplinary action by the regulator of the Relevant Jurisdiction, depending on the severity of the non-compliance. Disciplinary action may include suspension or cancellation of practising certificates of the individual legal practitioner and, in serious cases, disqualification of the ILP.

REGULATORY REFORMS

A number of regulatory reforms which are relevant to areas within which Shine operates are currently being considered:

the establishment of a national injury insurance scheme (NIIS), which would provide fully funded care and support for all cases of catastrophic injury;
the establishment of a national disability insurance scheme (NDIS), which would provide all Australians with a significant and ongoing disability with long-term care and support, such as home and vehicle modifications, personal care, respite, community access support, domestic and transport assistance, but not income;
the Queensland workers’ compensation review; and
the NSW Compulsory Third Party (CTP) scheme.

A more detailed description of these reforms is set out in section 5.2.

Shine is engaged by each of its clients on the basis of a conditional costs agreement (also known as a speculative fee arrangement). Where legislation permits, Shine will also normally charge an uplift fee (of up to 25% of Shine’s WIP) to compensate for the risk to Shine of undertaking work without a guarantee of payment and the subsequent delay that will occur from commencement until payment.

OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

3.1 Shine corporate structure

The evolution of Shine led to it becoming a limited entity on 19 December 2008 and converting to a public company on 8 January 2010. It began providing legal services as an ILP in Queensland, Victoria and Western Australia in 2009 and in New South Wales in 2010. Its holding company, Shine Corporate Ltd, was registered in Queensland on 13 March 2013. It is the ultimate holding company for the members of the Group as illustrated in the following diagram.

==> picture [134 x 50] intentionally omitted <==

----- Start of picture text -----

SHINE CORPORATE LTD
ACN 162 817 905
----- End of picture text -----

==> picture [133 x 43] intentionally omitted <==

----- Start of picture text -----

SHINE LAWYERS LIMITED
ACN 134 702 757
100%
----- End of picture text -----

==> picture [134 x 43] intentionally omitted <==

----- Start of picture text -----

SHINE NZ PTY LTD
ACN 161 755 854
100%
----- End of picture text -----

3.2 Board of directors

==> picture [50 x 54] intentionally omitted <==

TONY BELLAS

BEcon, DipEd, MBA, FAIM, MAICD, ASA Independent Chairman and Non-Executive Director

==> picture [50 x 59] intentionally omitted <==

CAROLYN BARKER AM

BBus, MBA, FAIM Independent Non-Executive Director

Tony joined Shine in 2013 as independent chairman and non-executive Director. He has over 26 years experience in senior management roles in the public and private sectors. Currently chairman of ERM Power Limited and Corporate Travel Management Limited and director of a number of other unlisted companies, Tony was previously Chief Executive of a number of major companies including:

Seymour Group (November 2007 to June 2010) – Queensland’s largest private investment and development company;
Ergon Energy Corporation Limited (January 2004 to November 2007) – a Queensland Government Owned Corporation involved in electricity distribution; and
CS Energy Limited (December 2001 to January 2004) – a Queensland Government Owned Corporation involved in base load electricity generation.

Prior to this, Tony had a long career with Queensland Treasury where he reached the position of Deputy Under Treasurer. In that role, Tony had oversight of a number of related Treasury operations including Fiscal Strategy, Office of Government Owned Corporations and Office of State Revenue.

Carolyn joined the Board in 2009 as a non-executive Director. Carolyn commenced her professional career as an owner and operator of a nationally accredited advertising agency.

For ten years, she led the Australian Institute of Management QLD and NT and the Institute’s national commercial businesses in online learning and publishing.

In 2010 she was appointed Chief Executive Officer (CEO) of the Endeavour Learning Group, an Australasian private education business, owned by private equity. Carolyn is Chair of Brisbane Transport and a non-executive director of MIGAS. She was previously a director of private companies The Cyber Institute Pty Ltd and In Touch Pty Ltd. In 2000 she was made the inaugural chair of The Queensland Orchestra, a position she held for eight years.

In 2005, Carolyn was awarded a Member of the Order of Australia for her service to business through management education. She is an adjunct professor in business at Griffith University.

==> picture [50 x 59] intentionally omitted <==

GREG MOYNIHAN

BCom, Grad Dip SIA, CPA, FFin, MAICD Independent Non-Executive Director

Greg joined Shine in 2013 as a non-executive Director. He has spent most of his career within the broad finance sector and is a former CEO of Metway Bank Limited. He has held senior executive positions in Citibank Australia, Metway and Suncorp Metway covering a range of disciplines including financial and capital management, investment management, and corporate strategy.

Greg has held past directorships with a range of companies including Cashcard Australia Ltd, LJ Hooker Ltd, RACQ Insurance Ltd, HFA Limited and various subsidiaries of Suncorp Metway Ltd.

He is currently a director of Ausenco Limited (since 2008), Sunwater Limited (since 2007) and Corporate Travel Management Limited (since 2010) and several unlisted companies.

==> picture [50 x 60] intentionally omitted <==

STEPHEN ROCHE

LLB, LLM, FAIM, GAICD Executive Director

Stephen joined Shine in 1981 and is Shine’s longest serving staff member. He is a former Managing Partner of Shine and was among the first solicitors in Queensland to be awarded Specialist Accreditation in Personal Injuries by the Queensland Law Society. Stephen is a Fellow of the Australian Institute of Management, an active member of The Executive Connection, a past President of the Australian Plaintiff Lawyers Association (Queensland Branch, since renamed ALA) and a past member of the National Executive. He is admitted to practice in various states in Australia. His current role is strategic opportunities.

The Solicitors’ Complaints Tribunal suspended Stephen Roche from practice for 12 months from March 2003 after finding him guilty of professional misconduct on the basis of two charges brought by The Council of Queensland Law Society Incorporated. Following that period, Mr Roche’s unrestricted practicing certificate was reinstated. Further details of the proceedings are set out in section 8.1

==> picture [50 x 59] intentionally omitted <==

SIMON MORRISON

LLB Managing Director

Simon joined Shine in 1988 and became partner in 1995. Simon is a former National President of the Australian Lawyers’ Alliance (ALA) and chairs the Alliance’s National Workers Compensation Special Interest Group.

He is also a member of the American Association of Justice (formerly the Association of Trial Lawyers of America) and sits on that Association’s Board of Governors.

Simon has particular expertise in the field of workers’ compensation and is an acknowledged leader at both a state and national level. He has given evidence at numerous Government inquiries and has assisted in drafting legislation and is a regular speaker at national and state conferences in this field.

Simon is currently the Managing Director (MD) of Shine, spearheading the firm’s strategic and operational objectives.

He holds a Bachelor of Laws, is a Queensland Law Society Accredited Specialist in Personal Injury law and is admitted to practice in several states of Australia.

3.3 Management team

==> picture [50 x 60] intentionally omitted <==

JODIE WILLEY

LLB (Hons) Chief Executive Officer

Jodie joined Shine in 1995 as an articled clerk and has spent 18 years with the firm. She possesses a diverse range of experience, having been a senior legal practitioner specialising in plaintiff litigation prior to taking on senior leadership roles within the business. Jodie is an Accredited Specialist in Personal injury law and a member of a number of professional associations.

==> picture [50 x 60] intentionally omitted <==

CRAIG THOMPSON BCom, ICAA Chief Financial Officer

Craig joined Shine in 2011 as Chief Financial Officer (CFO). Craig commenced his career at one of the big four accounting firms and is a member of the Institute of Chartered Accountants in Australia. He has extensive financial, risk management and executive experience gained over 20 years working in global corporates, including Gallagher Bassett Services (a specialist claims management subsidiary of a US listed company), Flight Centre, Anglo Coal & Shell Coal and Dresdner Kleinwort Benson.

==> picture [50 x 59] intentionally omitted <==

JOHN GEORGE

BBus, CPA, FAIM, ACIS Company Secretary and Head of Investor Relations

John was appointed to the role of Company Secretary and head of investor relations in 2013 after a period as a non-executive Director of Shine from 2011.

Over the past two decades, John has had a wide range of experience, having worked in a big four accounting firm, in corporate regulation and capital markets at ASIC and corporate advisory in public practice. Throughout John’s career he has worked for, and advised, both domestic and international clients in strategy, capital raising and mergers and acquisitions.

John was most recently principal of Standard Edge, a corporate advisory firm specialising in transaction management, strategy and governance. John is a nonexecutive director of Gladstone Airport Corporation and advisory board member of McNab Constructions. John is also a trustee of the Bravehearts Endowment Fund.

==> picture [50 x 60] intentionally omitted <==

GRAEME MCFADYEN BEcon, MBA, GAICD Chief Operating Officer

Graeme joined Shine in 2012 as Chief Operating Officer. A graduate of the Australian Institute of Company Directors, he has over 18 years’ experience in legal practice management and previously held senior leadership positions in other large plaintiff litigation law firms. He has a deep understanding of the legal industry, helping Shine to deliver on its client service promise by devising and implementing effective operational strategies and processes. Graeme is the Director of AEIOU Foundation for kids with autism.

==> picture [50 x 53] intentionally omitted <==

LISA FLYNN

LLB (Hons), BCom (Politics and Public Policy) National Legal Partner

Lisa has worked with Shine for nearly 15 years, initially engaged in an administrative role and soon after as an articled clerk. Prior to her role as National Legal Partner, she held a variety of senior legal roles within the firm. In her current role as National Legal Partner, she is responsible for leading and managing the legal operations of the Company. Lisa possesses a passion for, and an in depth knowledge of, the needs of Shine’s clients and people.

==> picture [50 x 55] intentionally omitted <==

SIMON BUTTON

EMBA, BEng, FAIM, MAICD Chief Information Officer

Simon joined Shine in 2011 as Chief Information Officer. Simon is responsible for the entire Information, Communication and Technology strategy and management at Shine. He is also leading the T2 Project to revolutionise Shine’s practice management.

Simon’s career spans almost 20 years with leadership experience gained within Australian and international technology, telecommunication and professional services sectors. Prior to joining Shine, Simon held leadership roles with Ozmota in the US and Australia, Benefon in the UK, and Voxson in Australia.

Simon is also a non-executive Director of Queensland Kids.

==> picture [50 x 60] intentionally omitted <==

JACINTA GILES

MEd, PG Dip Prof Comms, BCRA, AAICD Chief Human Resources Officer

Jacinta joined Shine in 2011 as Chief Human Resources Officer, with responsibility for human resources strategy and management including talent and change, culture, learning and development, leadership development, attraction and selection, internal communications, human resources advisory and safety. Jacinta’s human resources career spans over 15 years in both domestic and international roles, across a broad range of industries including: professional services, university sector, mining and telecommunications. Prior to this appointment, she spent 9 years working with Deloitte in senior leadership roles within New Zealand and the United States.

==> picture [50 x 60] intentionally omitted <==

STEPHEN DEANE

DM Psych (Comms), BB Comms, MAICD Chief Marketing Officer

Stephen joined Shine in 2012 as Chief Marketing Officer. He is an executive level marketing and communication specialist with nearly 20 years’ experience working across brand, marketing strategy and customer relationship management, in both domestic and international markets. He has worked with the likes of Brisbane Marketing, a subsidiary of the Brisbane City Council, and Mindshare in Singapore, a global media network with nearly 6,000 people in 67 countries.

Stephen is a member of a number of professional associations, including CMO Global, the Institute of Company Directors, the Association for Data-Driven Marketing & Advertising and the Australian Marketing Institute.

==> picture [50 x 59] intentionally omitted <==

GRANT DEARLOVE

LLB, LLM, MBA, GDip Applied Corporate Governance AICS, FAIM Special Practice Areas Partner

Grant joined Shine in 2009 and has been admitted as a solicitor for 20 years practising in the fields of commercial and insurance litigation. Grant currently leads Shine’s Special Practice Areas including: professional negligence, commercial, class action, environmental, insurance contracts, medical, energy, major and project litigation divisions. Grant also has the responsibility of working with Shine’s executive team, expanding Shine into new areas of litigation.

Apart from his legal career Grant has also held management and governance roles. He is a non-executive director on a number of private and public sector boards as well as being the former MD of one of Australia’s largest property and real estate companies. He has spent his life in the professional services arena and studied leadership of professional service organisations at Harvard University.

==> picture [50 x 60] intentionally omitted <==

STUART MACLEOD

LLB Queensland Legal Partner

Stuart joined Shine in 2003. He has been admitted as a solicitor for 16 years practising exclusively in the area of plaintiff personal injury litigation. Stuart commenced his career in the UK and trained and worked with one of the UK’s largest personal injury law firms before being recruited by Shine.

Stuart has held a number of roles at Shine. Initially he specialised in WorkCover litigation before taking up senior leadership positions within the firm. Stuart currently holds the position of Queensland Legal Partner responsible for the operational performance of Shine’s largest jurisdiction.

==> picture [50 x 59] intentionally omitted <==

JAMES CHRARA

LLB New South Wales and Western Australia Legal Partner

James joined Shine in 2008 with over 10 years’ prior experience in plaintiff and defendant litigation. In his role as Legal Partner of New South Wales and Western Australia, he is responsible for the operational performance of these jurisdictions. In the last three years James has grown the NSW region from one to seven offices. He has been instrumental in acquiring offices, driving change and the integration and implementation of Shine’s processes within the region.

James is a member of the Legislative Review sub-committee of the Australian Lawyers Alliance.

3.4 Responsibility of the Board

SCOPE OF RESPONSIBILITY OF BOARD

The Board is responsible for the corporate governance of the Company and has adopted a board charter (Charter). A guiding principle of the Charter is that the Board act in good faith and in the best interests of the Company.

In assessing the Company’s best interests the Board may also have regard to the interests of:

Shareholders (with a view to building sustainable value for them);
employees of the Group; and
other people or entities with whom the Group deals,

and the unique obligations of Shine Lawyers as an ILP, including the duties it owes to the court and to its clients.

The Board’s broad function is to:

chart strategy and set financial targets for the Group;
monitor the implementation and execution of strategy and performance against financial targets; and
appoint and oversee the performance of executive management, and generally to take an effective leadership role in relation to the Group.

Power and authority in certain areas is specifically reserved to the Board – consistent with its function as outlined above. These areas include:

determining the Board’s composition (including appointment and retirement or removal of Directors);
oversight of the Group (including its control and accountability systems);
appointing and removing the CEO or equivalent;
where appropriate, ratifying the appointment and the removal of members of the senior management team;
reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct, and legal compliance;
approving and formulating company strategy and policy;
monitoring the senior management team’s implementation of strategy;
approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and sales;
approving and monitoring financial and other reporting;
performance of investment and treasury functions;
monitoring industry developments relevant to the Group and its business;
developing suitable key indicators of financial performance for the Group and its business;
having input in and granting final approval of corporate strategy and performance objectives developed by management;
the overall corporate governance of the Group (including its strategic direction and goals for management, and monitoring the achievement of these goals); and
oversight of committees (Committees).

COMPOSITION OF BOARD

The composition of the Board will be subject to the following principles:

members with a broad range of experience, expertise, skills, diversity and contacts relevant to the Group and its business;
no less than five Directors, half of whom should be non-executive Directors;
more than five Directors where the Board considers that additional expertise is required in specific areas or when an outstanding candidate is identified; and
a majority of independent directors.

Independence is determined by having regard to whether the Director is free from any interest and any business or other relationship, which could, or could reasonably be perceived to materially interfere with the Director’s ability to exercise independent judgement.

The Board members may be deemed to not be independent based upon the length of their membership on the Board and their associated interests as shareholders and associates of clients.

A separate functioning board exists for Shine Lawyers, which must always include at least one Legal Practitioner Director.

SUMMARY OF CHARTER

Shine has adopted the Charter (which will be reviewed and amended from time to time as the Board considers appropriate) to give formal recognition of the Board’s role and responsibilities and to specify how Shine is governed so as to promote Shine and protect the interests of Shareholders, employees, clients and the broader community.

The Charter is available on Shine’s website at www.shine.com.au.

To complement the Charter, Shine has adopted an Audit and Risk Management Committee charter, a Remuneration Committee charter, a Nominations Committee charter, a code of conduct, a remuneration policy, a securities trading policy, a continuous disclosure policy, a diversity policy and a shareholder communication policy.

The Audit and Risk Management Committee reviews Shine’s annual financial reports and makes recommendations to the Board on adopting financial statements. The committee provides additional assurance to the Board with regard to the quality and reliability of financial information, financial controls and financial risk management. The committee has the authority to seek information from any officer or employee of the Company and to obtain advice from external independent experts.

The committee reviews the independence of the external auditor and reports on this issue to the Board.

Greg Moynihan, Tony Bellas and Carolyn Barker (Shine’s independent non-executive Directors) comprise the Audit and Risk Management Committee and the committee’s charter is available on Shine’s website at www.shine.com.au.

Nominations Committee

The Nominations Committee provides advice and makes recommendations to the Board about the appointment of new Directors (both executive and non-executive) and of the MD, CEO and CFO and, to the extent delegated to it by the Board, other members of the senior management team. It does this by:

assessing the skills required by the Board and the extent to which the required skills are represented on the Board;
establishing processes for:
the review of the individual Directors and the Chairman, and the Board as a whole;
the identification of suitable candidates for appointment to the Board as additional members or to succeed existing members;
making recommendations to the Board on Directors’ appointments or Board and Committee structure; and
ensuring that the Company complies with the Diversity Policy (see below) and implements the strategies developed under it.

Tony Bellas, Greg Moynihan and Carolyn Barker (Shine’s independent non-executive Directors) comprise the Nominations Committee. The committee’s charter is available on Shine’s website at www.shine.com.au.

Remuneration Committee

BOARD COMMITTEES

Audit and Risk Management Committee

The Audit and Risk Management Committee oversees the structure and management systems that ensure the integrity of Shine’s financial reporting. Committee members have financial expertise and understand the industry in which Shine operates. The committee meets at least two times per year. An agenda is prepared, and papers circulated to committee members before each meeting. Shine’s MD, CEO and CFO and external auditors may attend committee meetings.

The Remuneration Committee reviews remuneration for the MD, CEO and CFO and other members of the senior management team and non-executive Directors against Group and individual performance and makes recommendations to the Board, including as necessary to facilitate compliance with the Diversity Policy (see opposite page).

The committee also oversees supporting governance procedures and Group policy on remuneration, including:

general remuneration practices;
performance management;
equity participation, and other incentive programs;
directors’ and officers’ and other insurance arrangements; and
superannuation.

In undertaking its work, the Remuneration Committee may seek the advice of independent external experts.

A remuneration policy has also been adopted by the Company setting out the factors which the Remuneration Committee should consider when setting remuneration.

Carolyn Barker, Greg Moynihan and Tony Bellas (Shine’s independent non-executive Directors) comprise the Remuneration Committee. A copy of the committee’s charter and the remuneration policy are available on Shine’s website at www.shine.com.au.

Code of Conduct

The Company has adopted a code of conduct to guide Directors in the performance of their duties. A copy of the Code of Conduct is available on Shine’s website at www.shine.com.au.

3.5 Policies

SECURITIES TRADING POLICY

A securities trading policy (Trading Policy) has been adopted by the Board to provide guidance to the Board employees and other stakeholders of Shine, where they are contemplating dealing in Shine’s securities or the securities of entities with whom Shine may have dealings. The Trading Policy is designed to ensure that any trading in Shine’s securities is in accordance with the law and minimises the possibility of misperceptions arising in relation to Directors’ and employees’ dealings in Shine’s securities or securities of other entities.

Any non-compliance with the Trading Policy will be regarded as an act of serious misconduct. The Trading Policy is available on Shine’s website at www.shine.com.au.

CONTINUOUS DISCLOSURE POLICY

The Board has adopted a continuous disclosure policy (Disclosure Policy), which sets out procedures to be adopted by the Board to ensure Shine complies with its continuous disclosure obligations to keep the market fully informed of information which may have a material effect on the price or value of the Company’s securities.

The Board is responsible for determining whether information is such that it would have a material effect on the price or value of Shine’s securities. The Disclosure Policy provides a framework for the Board and officers of Shine to

internally identify and report information which may need to be disclosed and sets out practical implementation processes in order to ensure any indentified information is adequately communicated to ASX and Shareholders.

The Disclosure Policy also sets out the exceptions to the disclosure requirements.

Any non-compliance with the Disclosure Policy will be regarded as an act of serious misconduct. The Disclosure Policy is available on Shine’s website at www.shine.com.au.

DIVERSITY POLICY

Shine is committed to complying with the diversity recommendations published by ASX and promoting diversity among employees, consultants and senior management, and has adopted a policy in relation to diversity (Diversity Policy).

Shine defines diversity to include, but not be limited to, gender, age, ethnicity and cultural background.

The Diversity Policy adopted by the Board outlines Shine’s commitment to fostering a corporate culture that embraces diversity and provides a process for the Board to determine measurable objectives and procedures to implement and report against to achieve its diversity goals.

Shine’s Nominations Committee is responsible for implementing the Diversity Policy, setting the Company’s measurable objectives and benchmarks for achieving diversity and reporting to the Board on compliance with the Diversity Policy.

As part of its role, Shine’s Remuneration Committee is responsible for formulating and implementing a Company remuneration policy. Under the Diversity Policy, a facet of this role will include reporting to the Board annually on the proportion of men and women in Shine’s workforce and their relative levels of remuneration.

The Board will assess and report annually to Shareholders on Shine’s progress towards achieving its diversity goals.

The Diversity Policy is available on Shine’s website at www.shine.com.au.

3.6 Compliance with ASX Corporate Governance Principles and Recommendations

The ASX document, ‘Principles of Good Corporate Governance and Best Practice Recommendations’ (Guidelines) was published by the ASX Corporate Governance Council with the aim of enhancing the credibility and transparency of Australia’s capital markets. Shine’s corporate governance Charter has been drafted in light of the Guidelines.

The Board has assessed Shine’s current practice against the Guidelines and outlines its assessment on the following pages.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLY
Principle 1 – Laysolid foundations for management and oversight
1.1	Establish the functions reserved	The Board is responsible for overall corporate governance	Complies.
	to the Board and those delegated	of the Company.
	to manage and disclose those functions.	The role of the Board and delegation to management have been formalised in the Charter which outlines the main corporate
		governance practices in place for the Company and to which
		the Board and each Director are committed. The conduct of the
		Board is also governed by the Constitution, and where there is
		inconsistency with that document, the Constitution prevails to
		the extent of the inconsistency.
		The Charter will be reviewed and amended from time to time
		as appropriate taking into consideration practical experience
		gained in operating as a listed company.
1.2	Disclose the process for	The Board’s broad function is to chart strategy and set fnancial	Complies.
	evaluating the performance	targets for the Company, monitor the implementation and
	of senior executives.	execution of strategy and performance against fnancial targets,
		appoint and oversee the performance of executive management,
		and generally to take an efective leadership role in relation to
		the Company.
		The Chairman, with assistance from the Nominations Committee,
		annually assesses the performance of Directors and senior
		executives, and the Chairman’s performance is assessed by
		the other Directors.
1.3	Provide the information	The Charter is available on the Company’s website.	Complies.
	indicated in Guide to reporting on Principle 1.	Shine’s corporate governance practices have only existed in their current form for a short period of time, so no performance
		evaluations for senior executives have taken place in accordance
		with the policies.
Principle 2 – Structure the Board to add value
2.1	A majority of the Board should	The Company currently has a fve member Board, of whom three	Complies.
	be independent directors.	are independent non-executive Directors. Together, the Directors
		have a broad range of experience, expertise, skills, qualifcations
		and contacts relevant to the Company and its business.
2.2	The chair should be an	The Chairman, Tony Bellas, is an independent non-executive	Complies.
	independent director.	Director.
2.3	The roles of chair and CEO	The Company does have a CEO, Jodie Willey, who is not	Complies.
	should not be exercised by	the same individual as the Chairman.
	the same individual.
2.4	The Board should establish	A Nominations Committee has been established with its own	Complies.
	a nomination committee.	Charter and consists of Tony Bellas, Greg Moynihan and Carolyn
		Barker. The Nominations Committee complies with
		recommendation 2.4, which recommends that the committee
		have at least three members, the majority of whom must be
		independent and should be chaired by an independent Director.
2.5	Disclose the process for evaluating	The Company has established charter rules for the Nominations	Complies.
	the performance of the Board, its	Committee as a guide for Board deliberations. The Nominations
	committees and individual directors.	Committee charter is available on the Company’s website.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLY
2.6	Provide the information indicated	A director is considered independent when he substantially	Complies.
	in the Guide to reporting on	satisfes the test for independence as set out in applicable laws,
	Principle 2.	rules and regulations (including the ASX Corporate Governance
		Recommendations).
		The Board has undertaken a review of the mix of skills and
		experience on the Board in light of the Company’s principal
		activities and direction, and has considered diversity in succession
		planning. The Board considers the current mix of skills and
		experience of members of the Board and its senior management
		is sufcient to meet the requirements of the Company.
		The Company has disclosed full details of its Directors in this
		prospectus. Other disclosure material on the structure of the
		Board is available on the Company’s website.
Principle 3 – Promote ethical and responsible decision making
3.1	Establish a code of conduct and	The Company has adopted a code of conduct, which sets out a	Complies.
	disclose the code or a summary	framework to enable Directors to achieve the highest possible
	of the code.	standards in the discharge of their duties and to give a clear
		understanding of best practice in corporate governance.
3.2	Companies should establish a	Shine has developed and adopted a Diversity Policy which	Complies.
	policy concerning diversity and	requires the Directors to establish measurable objectives for
	disclose the policy or a summary	achieving gender diversity as well as steps to assess annually
	of that policy. The policy should	both the objectives and progress achieving them.
	include requirements for the Board to establish measurable objectives	The Diversity Policy is available on the Company’s website.
	for achieving gender diversity and
	for the Board to assess annually
	both the objectives and progress
	in achieving them.
3.3	Companies should disclose in	The Diversity Policy for Shine has only recently been	Does not comply.
	each annual report the measurable	implemented and, accordingly, Shine has not reported	However, in
	objectives for achieving gender	on the measurable objectives in its latest annual report.	accordance with
	diversity set by the Board in		the policy, Shine
	accordance with the Diversity		intends to
	Policy and progress towards		disclose the
	achieving them.		measurable
			objectives for
			achieving gender
			diversity in each
			annual report and
			Shine’s progress
			in achieving the
			diversity
			objectives.
3.4	Companies should disclose in	As stated above, Shine has not yet reported on the diversity	Does not comply.
	each annual report the proportion	initiatives in its annual reports.	However, in
	of women employees in the whole		accordance with
	organisation, women in senior		Shine’s Diversity
	executive positions and women		Policy, Shine
	on the board.		intends to
			disclose the
			relevant
			proportions in
			its future annual
			reports.
3.5	Provide the information	The departures from Recommendations 3.1 to 3.4 are	Complies.
	indicated in Guide to reporting	contained in the relevant sections above.
	on Principle 3.	The Diversity Policy is available on the Company’s website.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLY
Principle 4 – Safeguard integrityin fnancial reporting
4.1	The Board should establish	The Company has established an Audit and Risk Management	Complies.
	an audit committee.	Committee to assist and report to the Board.
4.2	The audit committee should be	The Audit and Risk Management Committee consists of	Complies.
	structured so that it consists of only	Greg Moynihan, Tony Bellas and Carolyn Barker, all independent
	non executive directors, a majority	Directors and will be chaired by an independent Director who
	of independent directors, is chaired	is not the Chairman.
	by an independent chair who is not
	chair of the Board and have at least
	three members.
4.3	The audit committee should	The Audit and Risk Management Committee has a formal charter.	Complies.
	have a formal charter.
4.4	Provide the information	The Audit and Risk Management Committee charter is available	Complies.
	indicated in Guide to	on the Company’s website.
	reporting on Principle 4.	The other required information will be disclosed in the
		Directors’ report in the next annual report of the Company.
Principle 5 – Make timelyand balanced disclosure
5.1	Establish written policies designed	Shine has a continuous disclosure policy which is designed	Complies.
	to ensure compliance with	to ensure that all material matters are appropriately disclosed
	ASX Listing Rules disclosure	in a balanced and timely manner and in accordance with the
	requirements and to ensure	requirements of the ASX Listing Rules.
	accountability at a senior executive
	level for that compliance and
	disclose those policies or a
	summary of those policies.
5.2	Provide the information indicated	The Company’s continuous disclosure policy is available	Complies.
	in the Guide to reporting on	on the Company’s website.
	Principle 5.
Principle 6 – Respect the rights of shareholders
6.1	Design a communications	Shine has adopted a shareholder communications policy.	Complies.
	policy for promoting efective	The Company aims to ensure that all Shareholders are well
	communication with	informed of all major developments afecting the Company
	shareholders and encouraging	and that the full participation by Shareholders at the Company’s
	their participation at general	AGM is facilitated.
	meetings and disclose that policy
	or a summary of that policy.
6.2	Provide the information indicated	The Company’s shareholder communications policy is available	Complies.
	in the Guide to reporting on	on the Company’s website.
	Principle 6.
Principle 7 – Recognise and manage risk
7.1	Establish policies for the oversight	The Charter and the Audit and Risk Management Committee	Complies.
	and management of material	charter sets out processes and policies for the management of risk
	business risks and disclose a	in Shine’s business. The Board must evaluate risks regularly and
	summary of these policies.	consider corrective action.
		The Charter and the Audit and Risk Management Committee
		charter empowers the Audit and Risk Management Committee to
		support the Company’s business risk strategy.
7.2	The Board should require	The Board is responsible for the oversight and management	Complies.
	management to design and	of risk, including the identifcation of material business risks
	implement the risk management	on an ongoing basis and will be assisted by the Audit and Risk
	and internal control system to	Management Committee where required.
	manage the company’s material business risks and report to it on whether those risks are being managed efectively. The Board should disclose that management	Management will be responsible for establishing procedures to provide assurance to Shine that major business risks are identifed, consistently assessed and appropriately addressed. The management team will regularly report risks to the Board.
	has reported to it as to the
	efectiveness of the company’s
	management of its material
	business risks.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLY
7.3	The Board should disclose	The Company’s code of conduct requires the CEO and CFO	Complies.
	whether it has received assurance	to provide a statement to the Board with any fnancial report
	from the CEO and CFO that the	to the efect that the Company’s risk management and internal
	declaration provided in accordance	compliance and control systems are operating efciently and
	with section 295A of the	efectively in all material respects.
	Corporations Act is founded on a
	sound system of risk management
	and internal control and that the
	system is operating efciently and
	efectively in all material respects
	in relation to the fnancial
	reporting risks.
7.4	Provide the information	Refer to the comments above in 7.1, 7.2 and 7.3.	Complies.
	indicated in Guide to
	reporting on Principle 7.
Principle 8 – Remunerate fairlyand responsibly
8.1	The Board should establish a	The Board has established a Remuneration Committee to	Complies.
	remuneration committee.	assist the Board to discharge its responsibilities in relation to
		remuneration and issues relevant to remuneration policies
		and practices, including those for senior management and
		non-executive Directors.
		The composition and role of the Remuneration Committee
		is set out in the Remuneration Committee charter.
8.2	The remuneration committee	The Remuneration Committee consists of Carolyn Barker,	Complies.
	should be structured so that it:	Greg Moynihan and Tony Bellas, all independent Directors
	(a) consists of a majority of independent directors;	and will be chaired by an independent non-executive Director who is not chair of the Board.
	(b) is chaired by an independent
	director;
	(c) has at least three members.
8.3	Clearly distinguish the structure	The Company has adopted a remuneration policy which	Complies.
	of non-executive directors’	complies with the guidelines for executive remuneration
	remuneration from that of	packages and non-executive director remuneration.
	executive directors and senior executives.	No senior executive is involved directly in deciding their own remuneration.
8.4	Companies should provide	The Remuneration Committee Charter and remuneration	Complies.
	the information indicated in the	p olicy are available on the Company’s website.
	Guide to reporting on Principle 8.	The other required information will be disclosed
		in the Directors’ report in the next annual report
		of the Company.

3.7 Compliance with Legal Profession Acts

As set out in section 2.12 above, Shine Lawyers is required to comply with the requirements of the Legal Profession Acts that apply in the Relevant Jurisdictions.

FINANCIAL INFORMATION

4.1 Overview and preparation of Financial Information

The financial information contained in this section (Financial Information) has been prepared by Shine and includes:

4.1.1 HISTORICAL FINANCIAL INFORMATION

The historical financial information (Historical Financial Information) as set out in sections 4.2.1, 4.2.2 and 4.2.3 comprises the historical income statement, statement of cash flows and balance sheet for the half year ended and as at 31 December 2012.

The Historical Financial Information for the period ended 31 December 2012 was extracted from the financial statements, which were reviewed by Ernst & Young and on which an unqualified review conclusion was issued.

The basis of preparation of the Historical Financial Information is discussed in section 4.7.

4.1.2 PRO FORMA FINANCIAL INFORMATION

The pro forma financial information (Pro Forma Financial Information) as set out in sections 4.2.1, 4.2.2 and 4.2.3 comprises:

the historical pro forma income statements and historical pro forma statements of cash flows of Shine for the years ended 30 June 2010, 30 June 2011 and 30 June 2012 as if the Company and Murshine Limited ATF Shine Murdoch Service Trust (the Service Trust) and the partnership (Shine Partnership) had operated as one entity; and

4.1.3 FORECAST FINANCIAL INFORMATION

The forecast financial information (Forecast Financial Information) as set out in sections 4.2.1 and 4.2.2 comprises:

the forecast income statements of Shine for the years ending 30 June 2013 and 30 June 2014; and
the forecast statements of cash flows of Shine for the years ending 30 June 2013 and 30 June 2014.

The Historical Financial Information, the Pro Forma Financial Information and the Forecast Financial Information has been reviewed by Ernst & Young Transaction Advisory Services Limited, whose Investigating Accountant’s Report and Financial Services Guide is contained within section 6. Prospective investors should note the scope and limitations of the Investigating Accountant’s Report.

The Financial Information set out in this section should be read in conjunction with the assumptions set out in section 4.4, the sensitivity analysis set out in section 4.5, the discussion of key investment risks set out in section 5 and other information set out in this prospectus.

The basis of preparation of the Forecast Financial Information is discussed in section 4.9.

On 13 March 2013, Shine Corporate Ltd was incorporated as the holding company (see section 3.1). From FY13, Shine Corporate Ltd will be the reporting entity.

the pro forma balance sheet as at 31 December 2012 which assumes completion of certain Pro Forma Transactions such as the capital raising and the payment of offer costs as outlined in section 4.2.3.

The FY10, FY11 and FY12 financial statements of the Company have been audited by WHK Audit and Assurance which has issued unqualified audit opinions in respect of all periods.

The basis of preparation of the Pro Forma Financial Information is discussed in section 4.8.

4.2 Financial Information

4.2.1 SUMMARY INCOME STATEMENTS

	PRO FORMA	PRO FORMA	PRO FORMA	HISTORICAL	FORECAST	FORECAST
$’000s	FY10	FY11	FY12	1H13	FY13	FY14
Revenue	59,000	71,192	85,476	48,795	101,679	114,832
Expenses1	39,019	50,146	61,888	36,296	74,593	81,824
EBITDA	19,981	21,046	23,588	12,499	27,086	33,008
EBITDA margin	33.9%	29.6%	27.6%	25.6%	26.6%	28.7%
Depreciation and amortisation	(223)	(427)	(770)	(565)	(1,388)	(1,654)
EBIT	19,758	20,619	22,818	11,934	25,698	31,354
Interest	(732)	(875)	(675)	(438)	(914)	(891)
NPBT	19,026	19,744	22,143	11,496	24,784	30,463
Income tax expense	(6,010)	(5,925)	(6,683)	(3,503)	(7,485)	(9,200)
NPAT	13,016	13,819	15,460	7,993	17,299	21,263

Notes – The pro forma summary income statements comprise the results of the Company, Shine Partnership and the Service Trust as if they had operated as one entity. This reconciliation is included in section 4.10.

As the business has historically operated as the Company, Shine Partnership and the Service Trust (see section 4.1.2), different financing and tax arrangements existed. Income tax expense reflects the income tax expense as if those entities operated as the Company.

Revenue and expenses from historical acquisitions have been recorded from acquisition date and no retrospective adjustments have been applied. 1 A breakdown of historical expense items is contained in section 4.3.2.

4.2.2 SUMMARY STATEMENTS OF CASH FLOWS

	PRO FORMA	PRO FORMA	PRO FORMA	HISTORICAL	FORECAST	FORECAST
$’000s	FY10	FY11	FY12	1H13	FY13	FY14
Gross operating cash fow	4,873	7,956	11,791	4	8,066	12,349
Income tax paid	–	–	(1,794)	(1,734)	(2,770)	(703)
Other working capital movements	(2,052)	(778)	(2,049)	(58)	(534)	(891)
Acquisitions and investments	(4,818)	(4,854)	(5,063)	(7,025)	(9,775)	(3,650)
Capital expenditure	(725)	(1,453)	(3,633)	(2,622)	(4,342)	(5,040)
Cash dividends	–	–	(327)	(793)	(2,293)	(4,650)
Proceeds from
borrowings and leases	3,293	(2,187)	5,426	3,005	8,083	3,267
Proceeds from issue
of Shares and New Shares	420	150	–	506	14,162	–
Net increase in cash
and cash equivalents	991	(1,166)	4,351	(8,717)	10,597	682

Notes – The pro forma summary statements of cash flows comprise the results of the Company, Shine Partnership and the Service Trust as if they had operated as one entity. This reconciliation is included in section 4.11.

As the business has historically operated as the Company, the Service Trust and Shine Partnership (see section 4.1.2), different financing and tax arrangements existed. No dividends were paid during this transition period. Income tax expense reflects income tax paid by the Company. Cash flows from historical acquisitions have been recorded from acquisition date and no retrospective adjustments have been applied. Acquisitions and investments include instalments and earn outs from past acquisitions.

4.2.3 HISTORICAL AND PRO FORMA BALANCE SHEETS

	HISTORICAL		PRO FORMA
$’000s	DEC12	ADJUSTMENTS1	DEC12
Current Assets
Cash and cash equivalents	591	13,656	14,247
Trade and other receivables	6,344		6,344
Work in progress	94,782		94,782
Unbilled disbursements	23,997		23,997
Other current assets	796		796
Total Current Assets	126,510	13,656	140,166

Non-Current Assets
Property, plant and equipment	5,279		5,279
Intangible assets	9,257		9,257
Work in progress	11,829		11,829
Unbilled disbursements	2,200		2,200
Other non-current assets	153		153
Total Non-Current Assets	28,718	–	28,718
Total Assets	155,228	13,656	168,884

Current Liabilities
Trade and other payables	13,099		13,099
Borrowings	16,099		16,099
Deferred revenue	3,642		3,642
Provisions	3,489		3,489
Total Current Liabilities	36,329	–	36,329

Non-Current Liabilities
Trade and other payables	1,771		1,771
Borrowings	1,704		1,704
Deferred tax liabilities	32,454		32,454
Provisions	1,592		1,592
Non-Current Liabilities	37,521	–	37,521
Total Liabilities	73,850	–	73,850

Net Assets	81,378	13,656	95,034

Equity & Reserves
Issued capital	5,096	13,656	18,752
Retained earnings	76,282		76,282
Total Equity	81,378	13,656	95,034

1 Pro Forma Transactions

The Pro Forma Financial Information also reflects the transaction costs of the offer being approximately $1,344,000 which have been netted off against the expected capital raising of $15,000,000 to reflect a net injection of approximately $13,656,000.

As discussed in section 3.1, Shine Corporate Ltd was incorporated on 13 March 2013. This will be the reporting entity going forward and Shine Corporate Ltd will report the results of its subsidiaries as a consolidated group in respect of FY13 and thereafter. There is no impact on the pro forma balance sheet as a result of this incorporation.

4.3 Management discussion and analysis of Financial Information

4.3.1 REVENUE YEAR ENDED 30 JUNE 2010 THROUGH TO YEAR ENDING 30 JUNE 2014

Shine has a long history of revenue growth. From 2010 to 2012, Shine averaged in excess of 20% compound annual growth rate (CAGR), with revenue growing from $59.0 million to $85.5 million.

This revenue growth can be attributed to:

strong organic growth, with base revenue of $57.8 million in FY10 growing to $77.0 million by FY12 at 15.5% CAGR; and
revenue from acquisitions contributing $1.2 million in FY10 to a cumulative contribution of $8.5 million in FY12, including $1.4 million of revenue growth post acquisition.

Revenue is forecast to continue to grow by approximately 19% in FY13 to $101.7 million including 9% of organic growth, with the balance of growth coming from full year contributions of recently acquired firms and subsequent growth of acquired firms from FY10.

Revenue is forecast to grow by a further 13% in FY14 to $114.8 million.

The majority of Shine’s revenue is derived from hourly rates that fee-earning staff record on client files, known as WIP. As a result, the underlying key drivers of revenue are the number of fee-earning staff, their time recorded at hourly rates (Productivity) and the recoverability of this Productivity.

Revenue is brought to account in accordance with the Company’s revenue recognition policy, described in section 4.12. In the balance sheet, cumulative Productivity not yet billed (Gross WIP) is carried at cost plus profit recognised on client cases that are in progress but have not been invoiced at the end of the reporting period. Gross WIP may not be fully recoverable for a variety of reasons. As a result, recoverability of Gross WIP is assessed by management and any amounts in excess of the net recoverable value are provided for when identified, to form Net WIP. Historical experience and knowledge of the individual client cases has been used to determine Net WIP at balance date.

Historically, the recoverability rate of WIP has ranged from 85-90% with a similar level of provision carried in the balance sheet against Gross WIP to arrive at Net WIP. Leading up to the preparation of the 31 December 2012 financial statements, a review was undertaken of the historical Net WIP to Gross WIP ratio against recoverability. Following this review it was determined to take an additional provision of $2.5 million at 31 December 2012, resulting in a Net WIP to Gross WIP ratio of 84.5% carried at 31 December 2012, representing a higher level of provisioning than historically carried. The additional provision of $2.5 million reduced revenue for the six month period to 31 December 2012.

Included in the forecasts is the Directors’ best-estimate assumption of an 84.5% recoverability rate.

			CASH FLOW
- +/- +/- + =	- =	+ + - - +/- =	Fees billed to client on settled cases Out of pocket recoveries on settled cases Disbursements recovered on settled cases Disbursements incurred during life of cases Operating costs (wages/rent/etc) Working capital movements
			Gross Operating Cash Flow

4.3.2 EXPENSES YEAR ENDED 30 JUNE 2010 THROUGH TO YEAR ENDING 30 JUNE 2014

The Company’s major expenses are fee-earning staff salaries and support and administrative staff wages. Other major expenses include premises and marketing costs.

A breakdown of historical expense items is contained in the table below:

$’000s	FY10	FY11	FY12	1H13
Salaries & wages	24,545	31,038	38,223	23,632
Premises	3,503	4,298	5,289	3,192
Marketing	2,496	2,872	4,189	2,294
Other overheads	8,475	11,938	14,187	7,178
Total expenses	39,019	50,146	61,888	36,296

In recent years expenses have grown at a faster rate (26% CAGR from FY10 to FY12) than revenue (20% over the same period). This is largely due to:

additional provisioning of WIP which reduces revenue, as discussed in section 4.3.1;
the Company’s expansion into other jurisdictions and emerging practice areas;
the structural transition from a private partnership to an ILP; and
investment in other strategic initiatives.

The expenses are forecast to increase by 21% in FY13 (broadly in line with revenue growth) including incremental expenses related to a publicly listed company structure. Expenses are forecast to increase 10% in FY14, as the ongoing cost base of the Company stabilises, compared to a forecast growth in revenue of 13%.

4.3.3 EBITDA MARGIN YEAR ENDED 30 JUNE 2010 THROUGH TO YEAR ENDING 30 JUNE 2014

The EBITDA margin from FY10 to FY12 moved from 33.9% to 27.6% as a result of a decrease in WIP recoverability and the Company’s investment in future growth described in the above sections.

In the six month period to 31 December 2012, the margin was 25.6% after the impact of the additional WIP provision of $2.5 million described in section 4.3.1. Prior to this write-down, the underlying margin was 29.2%, which was an increase over the FY12 margin of 27.6% attributable to improvements in Productivity and WIP recoverability. For FY13 the EBITDA margin is forecast to be 26.6% which includes the first half impact of the $2.5 million write-down. Excluding this write-down, EBITDA margin is forecast for FY13 at 28.4%, as illustrated in the chart below.

The Company’s EBITDA margin for FY14 is forecast to increase to 28.7%, reflecting the ongoing improvement in Productivity and the stabilising of the Company’s cost base.

EBITDA ($m) and EBITDA margin FY10 – FY14

==> picture [214 x 169] intentionally omitted <==

----- Start of picture text -----

45
33.9% 35
40
29.6%
35 27.6% 28.4% 28.7% 30
30 26.6% 33.0 25
27.1
25
20
23.6
20 20.0 21.0 15
15
10
10
5 5
0 0
FY10 FY11 FY12 FY13 (f) FY14 (f)
EBITDA EBITDA margin EBITDA margin excl $2.5m
(LHS) (RHS) (RHS)
----- End of picture text -----

4.3.4 CASH FLOW YEAR ENDED 30 JUNE 2010 THROUGH TO YEAR ENDING 30 JUNE 2014

Unlike the income statement, where revenue is recognised during the life of a matter, cash flow relating to fees is only generated at the successful completion of a matter. The average lifecycle of a matter (file opening through to cash receipt on settlement) for Shine is currently approximately 18 months.

As a result there is a timing difference between revenue recognition, which is on an accruals basis (see section 4.3.1), and fee collection, which is on a cash basis. At the same time the Company pays expenses at the time they are incurred. The faster the rate of organic growth, the greater the costs being incurred to facilitate this growth, which results in a greater difference between gross operating cash flow and EBITDA. By reducing the matter lifecycle from its current 18 month average this difference will reduce, improving gross operating cash flow. A number of business improvement initiatives are underway to reduce the average lifecycle of a matter (see section 2.7).

As shown in the summary statements of cash flows, the gross operating cash flow to 31 December 2012 was $4,000. This reflects the seasonal skew to settlements in the second half of the financial year to 30 June. This means that the Company receives a greater proportion of its fees billed in the second half of the financial year, as illustrated in the chart below. The $4,000 gross operating cash flow is expected to improve to $8.1 million by 30 June 2013. Dependent on the nature of the cases being concluded at financial year end there could be timing differences between date of resolution and receipt of cash.

The income tax shown relates to the income tax paid by the Company only. There is a timing difference between accounting revenue on an accruals basis (see section 4.3.1) and taxable income which is assessable on raising client invoices at the end of a matter (effectively on a cash basis). As a result, a deferred tax liability is recognised in the balance sheet to reflect this timing difference. At 31 December 2012 the total income tax timing differences were $32.5 million, the largest component relating to the timing difference associated with revenue recognition.

Operating cash flow and fees ($m) FY11 – FY13

==> picture [195 x 120] intentionally omitted <==

----- Start of picture text -----

10.0 50
33.0
8.0 27.1 40
6.0 30
4.0 20
2.0 10
0 0
1HFY11 2HFY11 1HFY12 2HFY12 1HFY13 2HFY13
Gross operating cash flow Fees
(LHS) (RHS)
----- End of picture text -----

As described in section 2.9, Shine has a history of acquisitions. Some acquisitions have included instalments with performance based adjustments (earn outs), and the majority of FY14 acquisition and investment cash flows relate to earn outs from prior acquisitions.

Included in the FY13 and FY14 statements of cash flows, is a capital allowance for the T2 Project of $5.5 million (see section 7.5).

Historically the Company’s provider of finance facilities, the Commonwealth Bank of Australia, has provided funding for working capital needs, acquisitions and other investments. The Company’s secured debt facility of $31.5 million (see section 7.10) was utilised to the extent of $23.7 million as at 13 March 2013. A key bank covenant relating to this facility is for borrowings not to exceed 40% of net WIP plus 50% of net disbursements. As at 31 December 2012 this ratio was 14%.

4.4 Assumptions used to prepare the Forecast Financial Information

4.4.1 OVERVIEW OF ASSUMPTIONS

The Forecast Financial Information has been based on the best-estimate assumptions of the Directors set out in sections 4.4.2 and 4.4.3. The Directors believe that they have prepared the Forecast Financial Information with due care and attention, and consider all best-estimate assumptions when taken as a whole to be reasonable at the time of preparing this prospectus.

This information is intended to assist prospective investors in assessing the reasonableness and likelihood of the assumptions occurring, and is not intended to be a representation that the assumptions will occur.

Investors should be aware that the actual events and outcomes may differ in quantum and timing from those assumed, with potentially material consequential positive or negative impact on the Company’s actual earnings and cash flows. Accordingly, investors should be aware of the risks of placing undue reliance on the information in this section.

Prospective investors are advised to review the bestestimate assumptions set out in sections 4.4.2 and 4.4.3, in conjunction with the sensitivity analysis set out in section 4.5, the risk factors set out in section 5 and other information set out in this prospectus.

4.4.2 GENERAL BEST-ESTIMATE ASSUMPTIONS

The material general assumptions made when preparing the Forecast Financial Information are as follows:

the operating and financial performance of the Company is influenced by a variety of general economic and business conditions worldwide, including the levels of inflation, interest rates, exchange rates, and government, fiscal, monetary and regulatory policies. The Forecast Financial Information assumes that there will be no material changes in these conditions.
there is no material amendment to any material agreement relating to the Company’s business.
there are no material acquisitions or disposals during the Forecast Period outside the transactions disclosed in this prospectus.
there are no changes to the Company’s capital structure other than those set out in, or contemplated by this prospectus.
there are no material changes to the statutory, legal or regulatory environment, including taxation that would have a material adverse impact on the Company’s operations.
there are no material changes in industrial, political or economic conditions with respect to the legal industry generally or tort law particularly.
there is no change in key management personnel.
there are no material beneficial or adverse effects arising from the actions of competitors.
there are no material changes in Australian Accounting Standards or other mandatory professional reporting requirements that would have a material effect on the Forecast Financial Information.

4.4.3 SPECIFIC BEST-ESTIMATE ASSUMPTIONS

The following specific best-estimate assumptions have been applied in preparing the Forecast Financial Information.

Revenue

KEY ASSUMPTION	DESCRIPTION
Productivity	Consistent with levels at December
	2012, which includes an allowance
	for periods of absence for training and
	non-productive time for public holidays
	and leave
	A charge out rate increase assumed to
	cover anticipated salary and overhead
	increases over the forecast period
Recoverability	Recoverability rate of 84.5% in 2HFY13
	and FY14
New fee-earners	New fee-earner increase of 1 per
	month for 2HFY13 and 1.5 per month
	for FY14

Expenses

An allowance has been made over the Forecast Period for:

salaries and overheads consistent with levels at December 2012 with an anticipated increase for salaries at 1 July 2013 and other overhead increases throughout the Forecast Period;
salaries for new fee-earners; and
incremental public company costs and operational expenses.

In accordance with Shine’s accounting policies set out in section 4.12, certain costs are capitalised and amortised over their expected useful lives. Depreciation is recorded in accordance with the policy in section 4.12.

Cash Flow

The fees billed over the Forecast Period follow a similar seasonal trend to historical fee levels and are consistent with revenue growth.

Costs of $5.5 million associated with the T2 Project assumed to be funded by debt facilities (see section 7.10).

Income Tax

In estimating the forecast income tax expense an effective corporate tax rate of 30.2% has been applied to reflect an allowance for non-deductible expenses.

4.5 Sensitivity analysis

The major drivers of the Company’s profitability are the number of fee-earners, their Productivity, and the recoverability of this Productivity. Accordingly, the sensitivity of the Company’s Forecast Financial Information has been presented based on these key drivers. There are many other factors that could impact profitability and the Directors in no way imply that this is a comprehensive analysis.

The Forecast Financial Information detailed in sections 4.2.1 and 4.2.2 has been prepared with reference to a number of estimates and assumptions, including the General and Specific Assumptions set out in sections 4.4.2 and 4.4.3. Both the Forecast Financial Information and the specific best-estimate assumptions are by their very nature subject to inherent business, economic and political uncertainties and risks. Many of these are outside the control of the Directors and are not predictable. Therefore, actual financial results may vary from those forecast and variations may be materially positive or negative. The following table demonstrates the potential impact on profitability that

may arise from variations to the specific best-estimate assumptions of the key drivers (either positive or negative).

Care should be taken when interpreting the information as it deals with each type of variation in isolation from potential variations in any of the other key categories. Circumstances that may give rise to any particular variation may or may not result in variations elsewhere. It is possible that multiple sets of circumstances could give rise to movements in more than one category and those movements may have cumulative or off-setting effects on profitability.

4.6 Dividend policy and forecast distribution

4.7 Basis of preparation of Historical Financial Information

The Historical Financial Information has been prepared using the recognition and measurement requirements of Australian Accounting Standards and presented in an abbreviated form. The Historical Financial Information does not contain all of the disclosures and notes applicable to annual reports as required by Australian Accounting Standards and the Corporations Act. A summary of the significant accounting policies is set out in section 4.12.

			POTENTIAL IMPACT	POTENTIAL IMPACT
		TYPE OF	ON FY13 NPAT	ON FY14 NPAT
KEY ASSUMPTION	ASSUMPTION	VARIATION	$’000s	$’000s
Productivity1	Similar levels as	1% chargeable time	339	709
	experienced in 1HFY13
WIP recoverability1	84.5%	1%	402	839
New fee-earners	1 per month	1 fee-earner for	80	159
2HFY13	(6 in total)	the full period
New fee-earners	1.5 per month	1 fee-earner for	–	159
FY14	(18 in total)	the full period

1 Sensitivities are calculated based on fee-earner numbers as at 31 December 2012 and with no increase in fee-earners.

4.8 Basis of preparation of Pro Forma Historical Information

The FY10, FY11 and FY12 financial statements of the Company have been audited by WHK Audit and Assurance, which has issued unqualified opinions in respect of all periods.

The Pro Forma Financial Information of Shine has been derived from the audited financial statements of Shine Lawyers Ltd for FY10, FY11 and FY12, and the balance sheet of the Company for the six month period as at 31 December 2012, after adjusting for Pro Forma Transactions and other adjustments to reflect Shine’s operations and accounting policies following completion of the Offer.

Refer to section 4.10 for a reconciliation between the statutory NPAT and pro forma historical NPAT and section 4.11 for a reconciliation between statutory cash flows and pro forma cash flows.

The Pro Forma Financial Information has been prepared using the recognition and measurement requirements of Australian Accounting Standards and presented in an abbreviated form. The Pro Forma Financial Information does not contain all of the disclosures and notes applicable to annual reports as required by Australian Accounting Standards and the Corporations Act. A summary of the significant accounting policies is set out in section 4.12.

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

4.9 Basis of preparation of Forecast Financial Information

The Forecast Financial Information has been prepared by Shine based on an assessment by Shine as to its likely future operating conditions and a number of best estimate assumptions regarding future actions and events as set out in sections 4.4.1, 4.4.2 and 4.4.3. The Forecast Financial Information is subject to the risks set out in section 5. This information is intended to assist investors in assessing the reasonableness and likelihood of the assumptions occurring, and is not intended to be a representation that the assumptions will occur.

The Forecast Financial Information assumes the successful implementation of investment and business decisions and strategies, which are subject to change. No assurance can be given that the investment and business decisions and strategies will be effective or that the anticipated benefits from them will be realised in the periods for which the Forecast Financial Information has been prepared.

Events and circumstances often do not occur as anticipated and therefore actual results will differ from the Forecast Financial Information. These differences may be material. Neither the Company, the Directors, nor any other person guarantees or provides any assurance as to the achievement of the Forecast Financial Information. The Forecast Financial Information should not be regarded as a representation or warranty that the Company will achieve, or is likely to achieve, any particular results. Actual events and outcomes may differ in quantum and timing from those assumed, with material consequential positive or negative impact on Shine’s actual earnings and cash flows.

4.10 Pro Forma Adjustments to Statutory Consolidated Historical

$’000s Statutory NPAT of the Company	FY10 24,686	FY11 17,935	FY12 18,297
Increase in provision for annual leave Increase in accrual for deferred lease incentives	(35) –	(35) (94)	– (169)
Increase in amortisation of
make good	–	(87)	(67)
Increase in discount on net
present value of make good
liability	–	(32)	(31)
Reclassifcation from
prepayments to marketing
costs	–	–	(264)
Trust distribution1	(7,566)	–	–
NPAT contribution of the
Service Trust	–	–	–
NPAT contribution of Shine
Partnership2 Pro forma NPAT	(4,069) 13,016	(3,868) 13,819	(2,306) 15,460

1 This represents a distribution of profits to the Company from trusts associated with the Founders.
2 As the business has historically operated as the Company, Shine Partnership and the Service Trust (see section 4.1.2), different financing and tax arrangements existed. Income tax expense reflects the income tax expense as if those entities operated as the Company. No further contributions were made by the Partnership following FY12.

4.11 Pro Forma Adjustments to Statutory Consolidated Historical Statement of Cash Flows

$’000s	FY10	FY11	FY12
Statutory net cash fow
of the Company Cash fow contribution of the Partnership	2,113 (992)	(1,042) (41)	4,600 (196)
Cash fow
contribution
of the Service Trust	(130)	(83)	(53)
Pro Forma net cash fow	991	(1,166)	4,351

4.12 Summary of significant accounting policies

Significant accounting policies

This Financial Information has been prepared in accordance with the recognition and measurement principles prescribed under the Australian Accounting Standards and the Corporations Act. The Financial Information has been prepared on an accruals basis and is based on a historical costs basis except for, where applicable the revaluation of available for sale financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property plant and equipment and derivative financial instruments.

A summary of significant accounting policies is set out below.

(a) Business combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited 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.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets at the date of acquisition. Goodwill is not amortised, but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired.

Goodwill is tested for impairment annually and is allocated to the company’s cash-generating units or groups of cash-generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment.

(b) Income tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c) Revenue

Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Rendering of services

Revenue from the provision of legal services is recognised on an accrual basis in the year in which the legal service is provided and is calculated with reference to the professional staff hours incurred on each matter.

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

(ii) Interest revenue

Revenue is recognised as interest accrues using the effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest revenue over the relevant year using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

All revenue is stated net of the amount of goods and services tax (GST).

(d) Disbursements

Disbursements represent costs incurred during the course of a matter that are recovered from clients. A provision for non recoverable disbursements is recognised to the extent that recovery of the outstanding receivable balance is considered less than likely. The provision is established based on the Company’s history of amounts not recovered over previous years.

(e) Work in progress

Work in progress represents costs incurred and profit recognised on client cases that are in progress and have not yet been invoiced at the end of the reporting date. The recoverability of these amounts is assessed by management and any amounts in excess of the net recoverable value are provided for when identified. Historical experience and knowledge of the client cases has been used to determine the net realisable value of work in progress at balance date and also the classification between current and non-current.

(f) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis and are therefore carried at cost less accumulated depreciation and any accumulated impairment losses. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note (i) for details of impairment).

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in the statement of comprehensive income during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including capitalised lease assets, is depreciated on a straight-line basis and diminishing value over the asset’s useful life to the company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

The depreciation rates used for assets are:	each class of depreci
Class of fxed asset	Depreciation rate
Plant and equipment	5% - 50%
Leased plant and equipment	10% - 25%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the statement of comprehensive income.

(g) Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset – but not the legal ownership – are transferred to entities in the company, are classified as finance leases.

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term.

(h) Financial instruments

Financial instruments are initially measured at fair value plus transaction costs except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

Impairment

At the end of each reporting period, the company assesses whether there is objective evidence that a financial asset has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a ‘loss event’) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

Derecognition

Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

(i) Impairment of assets

At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use to the asset’s carrying amount. Any

excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116).

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

(j) Investments in associates

Associates are companies over which the company has significant influence through holding, directly or indirectly, 20% or more of the voting power of the company. Investments in associates are accounted for in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the company’s share of net assets of the associate company. In addition, the company’s share of the profit or loss of the associate company is included in the company’s profit or loss.

The carrying amount of the investment includes goodwill relating to the associate. Any discount on acquisition, whereby the Company’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Company and the associate are eliminated to the extent of the Company’s interest in the associate.

When the Company’s share of losses in an associate equals or exceeds its interest in the associate, the Company discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. Upon the associate subsequently making profits, the Company will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

(k) Intangibles other than goodwill

Projects

T2 Project costs and Erin Brockovich costs are capitalised only to the extent that the project is identifiable (ie is separable or arises from contractual or legal rights), will deliver future economic benefits, and these benefits can be measured reliably.

Capitalised project costs are amortised on a systematic basis matched to the future economic benefits, over the useful life of the project.

(l) Foreign currency transactions and balances

Functional and presentation currency

The functional currency is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars which is the entity’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Nonmonetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of nonmonetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.

(m) Employee benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may not satisfy any vesting requirements. Those cash flows are discounted using market yields on national Government bonds with terms to maturity that match the expected timing of cash flows.

(n) Provisions

Provisions are recognised when the company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

(o) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(q) Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the company that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(r) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

(s) 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 or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO, are presented as operating cash flows included in receipts from customers or payments to suppliers.

(t) Critical accounting estimates

The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Key estimates

Provision for work in progress

The Company has provided for potential non-recovery of work in progress by evaluating the prospects of each case and its likelihood of recovery.

Provision for doubtful debtors

The Company has fully provided for all debtors where there is an inherent uncertainty in relation to the collection of the debt.

Cash generating units

(p) Trade and other receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

The Company has used a 15% discount rate when determining future cash flow to test the impairment for its single cash generating unit. The discount rate was derived by looking at the external information on the likely return on businesses of similar operation and size.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note (h) for further discussion on the determination of impairment losses.

RISK FACTORS

5.1 Factors influencing success and risk

INTRODUCTION

This section identifies the risks that the Board considers the major risks associated with an investment in Shine.

The Shine business is subject to risk factors, both specific to its business activities, and risks of a general nature. Individually, or in combination, these might affect the future operating performance of Shine and the value of an investment in the Company. There can be no guarantee that Shine will achieve its stated objectives or that any forward looking statements or forecasts will eventuate. An investment in the Company should be considered in light of relevant risks, both general and specific. Each of the risks set out below could, if it eventuates, have a material adverse impact on Shine’s operating performance and profits, and the market price of the Shares.

Before deciding to invest in the Company, potential investors should:

read the entire prospectus;
consider the assumptions underlying the Forecast Financial Information, the sensitivity analysis and the risk factors that could affect the financial performance of Shine;
review these factors in light of their personal circumstances; and
seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

5.2 Specific investment risks

CONFLICT OF DUTIES

Shine has a paramount duty to the court, first, and then to its clients. Those duties prevail over Shine’s duty to Shareholders. There may be instances where Shine and its lawyers, in exercising their duties to the court or to the client (or both), act other than in the best interests of Shareholders. An example is in settlement negotiations where Shine’s duty to its client would be favoured over any short term cash flow or funding needs of Shine’s business.

REGULATORY ENVIRONMENT AND REFORM

Shine is subject to significant regulatory and legal oversight. The Company’s business operations could be adversely affected by actions of State, Territory and Commonwealth governments. If a legal practitioner employed by Shine commits unsatisfactory professional conduct or professional misconduct, there is the potential for the relevant regulator to take disciplinary action against the individual, Shine’s Legal Practitioner Directors and Shine itself. Disciplinary action may include suspension or cancellation of practising certificates of the individual legal practitioner and, in extremely serious circumstances, disqualification of the Incorporated Legal Practice, which may prevent Shine from operating in one of more of the Relevant Jurisdictions.

Changes in Government legislation, guidelines and regulations in the areas of law in which the Company practises, such as decreases in the maximum amount of legal fees which can be recovered or the amount of damages its clients can claim, could also adversely affect the Company.

The regulatory reviews set out below, each of which is relevant to areas in which Shine practises, are currently in progress. The final outcomes of the reviews are not yet known.

OVERVIEW

REVIEW

Queensland workers’ The Finance and Administration Committee compensation review is due to report to the Queensland Parliament in May 2013 on Queensland’s workers’ compensation scheme (as part of a five-year review legislated under the Workers Compensation and Rehabilitation Act 2003 ). In overview, the committee is considering: (a) how the Queensland workers’ compensation scheme compares to the scheme arrangements in other Australian jurisdictions; (b) whether structural changes can be made to improve the efficiency, responsiveness, and cost-effectiveness of the scheme; and (c) proposed amendments raised at various public hearings.

POTENTIAL RISK TO THE COMPANY

If the Queensland workers’ compensation scheme is amended (eg to introduce elements of legislation from other States which are less favourable for workers or which otherwise restrict damages or fees), then there could be an adverse effect on the Company’s revenue as a result of receiving fewer cases in the future or lower fees as a result of the lower level of damages potentially available.

REVIEW	OVERVIEW	POTENTIAL RISK TO THE COMPANY
Establishment of the national	In August 2011, the Productivity Commission	If the Commission’s recommendations for
injury insurance scheme (NIIS)	recommended that State and Territory	no-fault insurance for catastrophic injury are
	governments create insurance schemes that	implemented, it will mean that a common law
	provide fully-funded lifetime care and support	action for damage associated with lifetime care
	(such as medical treatment, rehabilitation, home	and support is extinguished. This may result in
	and vehicle modifcations and care costs) for all	reduced incentives for individuals to litigate
	catastrophic injuries on a no-fault basis.	under heads of damage such as income loss,
	The scheme is tailored to new ‘catastrophic’ injuries from motor vehicle accident claims (which are the initial priority of the scheme). Other forms of ‘catastrophic’ injury including medical (excluding cases of cerebral palsy associated with pregnancy or birth covered by the NDIS), criminal and general accidents are intended to be covered by 2015.	and pain and sufering, especially in response to medical negligence claims where the evidentiary burden to establish liability can be signifcant. These changes could result in lower revenue for Shine in this area, as a result of receiving fewer cases in the future or lower fees as a result of the lower level of damages potentially available.
	The Commission has suggested that, as part of
	the NIIS, common law rights to sue for lifetime
	care and support should be removed.
	However, access to damages for pecuniary
	and economic loss, and general damages
	could still be sought under the common law.
	It is proposed that a further review of the NIIS
	will take place in 2020.
Establishment of the national	On 29 November 2012, the Commonwealth	If NDIS is introduced, it could result in lower
disability insurance scheme	Disabilities Minister introduced draft legislation	revenue for the Company, as a result of
(NDIS)	for the NDIS to Parliament, which the	receiving fewer cases in the future or lower
	Government proposes is enacted before	fees as a result of the lower level of damages
	July 2013.	potentially available.
	The NDIS is intended to provide people who
	have a signifcant and ongoing disability with
	long-term care and support such as home and
	vehicle modifcations, personal care, respite,
	community access support, domestic and
	transport assistance, but not income.
NSW Compulsory Third Party	On 21 January 2013, the New South Wales	If the review recommends limits on legal fees,
(CTP) scheme	Government announced that the Motor	which are subsequently implemented by
	Accidents Authority (MAA) would review the	legislation, there may be an adverse impact on
	NSW CTP scheme with the aim of developing	Shine’s CTP claims practice in NSW as the level
	a CTP pricing strategy.	of fees charged may be restricted. In addition,
	As part of the pricing strategy, the MAA is examining existing claims management and dispute resolution processes, including legal	if the economic loss caps are introduced, fees may be lower as a result of the lower level of damages potentially available.
	and other overhead costs, and is considering
	economic loss caps which will mirror New
	South Wales’ workers compensation caps.

WIP RECOVERABILITY

The majority of Shine’s revenue is derived from hourly rates that fee-earning staff members record on client files. That recorded time, known as WIP, may not be fully recoverable for a variety of reasons, including if a case is ultimately unsuccessful because no damages are paid by a defendant or its insurer (on the basis that Shine has entered into a speculative fee arrangement) or if legislation limits what Shine may recover on a successful case.

In some States and Territories, statutory provisions may limit the legal fees that a lawyer can recover or the damages a client may recover. In either case, Shine may be unable to recover the full value of its WIP. Statutory amendments which reduce the amount of legal fees recoverable or the damages which a client may claim, may further reduce Shine’s ability to recover its WIP. Any delay in the recovery of WIP may adversely affect Shine’s cash flow and profitability. For example, the actions of Shine’s clients or the defendants or their insurers during the course of a claim

may cause a delay in the settlement of the claim. The longer it takes to resolve a claim, the longer Shine is required to fund its clients’ disbursement costs before it is able to recover its WIP and such costs.

Although Shine has taken actions to assist in the recoverability of its WIP, and periodically makes provisions for unrecoverable WIP, it is a difficult measure to predict with certainty. Investors should carefully consider the assumptions on WIP recoverability and Shine’s current provision for WIP in the Forecast Financial Information discussed in section 4.5 and the effect of WIP recoverability on the Forecast Financial Information in light of the sensitivity analysis in section 4.10.

ORGANIC GROWTH, ACQUISITIONS AND INTEGRATION RISK

There is a risk that the Company may be unable to manage its future growth successfully. In particular:

Organic growth

The ability to hire and retain skilled personnel may be an obstacle to organic growth. Similarly, the expansion of the Company’s practice beyond the areas of law in which it has traditionally practised is subject to greater risk than simply growing its traditional practice, including greater than expected operational costs and inability to attract new clients.

Historic acquisitions

The success of acquisitions is heavily dependent on the integration of the acquired law firm. Shine has acquired a number of legal practices in the past, some of which have been based in geographies with which Shine has less familiarity. The integration process could be more expensive or time consuming than anticipated by Shine, for example in the event of issues with staff retention, increased management time required in integrating the acquired practice or unidentified liabilities arising post-acquisition. In addition, the acquired practices may not perform in line with Shine’s pre-acquisition forecasts.

Future acquisitions

Shine’s growth strategy may be hindered if it is unable to find and successfully integrate suitable acquisitions. For example, Shine’s due diligence processes may not be successful and an acquired firm may not perform to the level expected. Due diligence in new practice areas and new geographies, particularly international acquisitions, is inherently more difficult, given that Shine has less familiarity with those areas or geographies than its core practice. There can be no certainty that any practices acquired in the future will be integrated in a cost effective manner.

Capital and funding requirements

Additional capital or liquidity may be required in the future to meet capital requirements, fund organic growth or pay for acquisitions. Additional funding may not be available on suitable terms or conditions when required and such lack of funding may be related to matters beyond Shine’s control, such as general market conditions for debt and equity raising.

CASE MANAGEMENT SYSTEMS

Shine’s internally customised case management systems represent an important part of Shine’s operations. Any interruption, loss of or delay of the Company’s internet or communication facilities or transaction processing facilities, loss or corruption of data, failure of backup and restoration procedures or failure of disaster recovery plans, may impact the Company’s short term financial position and may have a longer term impact on client satisfaction.

Over the next few years, Shine is implementing a substantial redevelopment of its case management systems. The T2 Project is designed to achieve a number of important business improvement goals, including to increase damages recovered for Shine’s clients, reduce the cycle time (the speed with which a matter is brought to a conclusion for clients), improve recoverability of Shine’s fees, increase the ratio of fee-earning to non-fee-earning staff in the business, and make Shine’s systems and processes increasingly scalable and agile across different geographies. Implementation of the T2 Project will involve material internal and external costs. If the T2 Project is not managed and implemented carefully, it may result in cost overruns, diversion of management time and the inability to achieve, in the timeframe contemplated, the benefits of the T2 Project, each of which would likely have an adverse effect on Shine’s operations and profitability. Further details on the T2 Project are set out in section 7.5.

PERSONNEL

Shine depends on the talent and experience of its personnel. The departure of any key personnel, or a significant number of personnel generally, would likely have an adverse effect on Shine. It may be difficult to replace those personnel, or to do so in a timely manner or at comparable expense. Additionally, the loss of any key personnel, particularly those who leave to work for a competitor, would likely be adverse to Shine.

Employee costs represent a significant component of Shine’s total cost base and increases in staff numbers or salary levels and unless carefully managed may have an adverse effect on Shine’s cash flows and profitability.

PROFESSIONAL LIABILITY AND UNINSURED RISKS

The provision of legal advice by Shine gives rise to the risk of potential liability for negligence or other similar client claims. Any such claims may cause financial and reputational damage to Shine. Although Shine maintains professional liability insurance to mitigate the financial risk, Shine’s profitability may be adversely affected in the event that the insurance does not cover a potential claim (eg due to some disqualifying act of the lawyer involved), the claim exceeds the coverage available or the deductible on numerous claims in a period is material.

BRAND AND REPUTATIONAL RISK

The reputation and branding of Shine is an important factor in its success. Anything that diminishes Shine’s reputation or brand would likely be adverse to Shine. If such an event was widely publicised, the level of enquiries that Shine receives may suffer, which in turn would adversely affect Shine’s revenue, profitability and growth. The actions of Shine’s employees, including breaches of the regulations to which Shine is subject or negligence in the provision of legal advice, may damage the Shine brand.

As Shine has alliances with high profile individuals, such as Erin Brockovich, any harm to the reputation of such individuals may also negatively impact Shine.

CONCENTRATION OF SHAREHOLDING

Following completion of the Offer, the Founders will hold approximately 65% of the Shares. Accordingly, the Founders will continue to be in a position to exert significant influence over the outcome of matters relating to Shine, including the election of Directors and the consideration of material Board decisions. Although the interests of Shine, the Founders and other Shareholders are likely to be consistent in most cases, there may be instances where their respective interests diverge.

The sale of Shares in the future by the Founders (following expiry of the escrow period described in section 7.6), or the perception that such sales might occur, could adversely affect the market price of the Shares. Also, the concentration of ownership may affect the liquidity of the market for Shares on ASX, limiting the likelihood of Shine’s entry into relevant indices in due course (such as the S&P ASX 200) and contributing to a perception that the ownership structure is not conducive to a corporate control transaction involving Shine in the short to medium term.

COMPETITION

If the actions of competitors or potential competitors become more effective, Shine’s financial performance or operating margins could be adversely affected or Shine may be unable to compete successfully.

For example, competitors of Shine might adopt more aggressive strategies to capture market share. Such occurrences may negatively affect Shine’s future profitability, planned growth and market share.

5.3 General investment risks

SHARE MARKET INVESTMENTS

Prior to the Offer there has been no public market for the Shares. It is important to recognise that, once the Shares are quoted on ASX, their price might rise or fall and they might trade at prices below or above the Offer Price. There can also be no assurance that an active trading market will develop for the Shares.

GENERAL ECONOMIC CONDITIONS

Shine’s operating and 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, might have a corresponding adverse impact on the Company’s operating and financial performance.

ACCOUNTING STANDARDS

Australian accounting standards are set by the Australian Accounting Standards Board (AASB) and are outside the Board’s control. Changes to accounting standards issued by AASB could materially adversely affect the financial performance and position reported in Shine’s financial statements.

TAXATION RISKS

Changes to the rate of taxes imposed on Shine (including in overseas jurisdictions in which Shine operates now or in the future) or tax legislation generally may affect Shine and its Shareholders. In addition, an interpretation of Australian taxation laws by the Australian Taxation Office that differs to Shine’s interpretation may lead to an increase in Shine’s taxation liabilities and reduction in Shareholder returns.

Personal tax liabilities are the responsibility of each individual investor. Shine is not responsible either for taxation or penalties incurred by investors.

5.4 Cautionary statement

Statements contained in this prospectus may be forwardlooking statements.

Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, ‘may’, ‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’, ‘believe’, or ‘continue’ or the negative or other variations of comparable terminology. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The Directors’ expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitation, examination of historical operating trends, data contained in their records and other data available from third parties. There can be no assurance, however, that their expectations, beliefs or projections will result. Investors should not place undue reliance on these forward-looking statements.

Additional factors that could cause actual results to differ materially from those indicated in the forward-looking statements are discussed earlier in this section.

Factors affecting the price at which the Shares are traded on ASX could include domestic and international economic conditions. In addition, the prices of many listed entities’ securities are affected by factors unrelated to the operating performance of the relevant company. Such fluctuations might adversely affect the price of the Shares.

INVESTIGATING ACCOUNTANT’S REPORT AND FINANCIAL SERVICES GUIDE

==> picture [471 x 110] intentionally omitted <==

28

March
2013

The
Board
of
Directors Shine
Corporate
Ltd Level
6,
30
Makerston
Street Brisbane
QLD
4000

Dear
Directors

**PART

1
–
INVESTIGATING
ACCOUNTANT’S
REPORT
ON
HISTORICAL
FINANCIAL
INFORMATION,
PRO FORMA
FINANCIAL
INFORMATION
AND
FORECAST
FINANCIAL
INFORMATION**

1. Introduction

We
have
prepared
this
Investigating
Accountant’s
Report
(the
“Report”)
on
the
historical,
pro
forma
and forecast
financial
information
of
Shine
Corporate
Ltd
(“Shine”)
for
inclusion
in
the
prospectus
to
be
dated
on or
about
28
March
2013,
and
to
be
issued
by
Shine,
in
respect
of
the
listing
of
Shine
Corporate
Ltd
on
the Australian
Securities
Exchange
(“ASX”)
(the
“Proposed
Offer”
or
“Offer”).
During
the
year
ended
30
June 2012,
Shine
Lawyers
Limited
undertook
a
corporate
restructure
meaning
that
operations
going
forward
were to
be
conducted
by
Shine
Lawyers
Limited.
The
financial
information
includes
the
results
of
Shine
Lawyers Limited,
the
Service
Trust
(Murshine
Ltd
ATF
Shine
Murdoch
Service
Trust)
and
the
Shine
Partnership
as
if
they had
operated
as
one
entity
for
the
years
ended
30
June
2010,
2011
and
2012.
On
13
March
2013,
Shine
Corporate Ltd
was
incorporated
as
the
ultimate
holding
company.

Expressions
defined
in
the
prospectus
have
the
same
meaning
in
this
Report.

Ernst
&
Young
Transaction
Advisory
Services
Limited
(“Ernst
&
Young
Transaction
Advisory
Services”)
holds
an Australian
Financial
Services
Licence
(AFS
Licence
Number
240585).
Anne-‐Maree
Keane
is
a
Director
and Representative
of
Ernst
&
Young
Transaction
Advisory
Services.
We
have
included
our
Financial
Services
Guide as
Part
2
of
this
Report.

2. Scope

Ernst
&
Young
Transaction
Advisory
Services
has
been
requested
to
prepare
this
Report
to
cover
the
following financial
information:

_**Historical

Financial
Information**_

The
historical
financial
information,
as
set
out
in
sections
4.2.1,
4.2.2
and
4.2.3
of
the
prospectus
comprises
the historical
income
statement,
statement
of
cash
flows
and
balance
sheet
for
the
half
year
ended
and
as
at
31 December
2012.

(Hereafter
the
“Historical
Financial
Information”).

The
Historical
Financial
Information
for
the
period
ended
31
December
2012
was
extracted
from
the
reviewed financial
statements,
which
were
reviewed
by
Ernst
&
Young
and
on
which
an
unqualified
review
conclusion was
issued.

Ernst
&
Young
Transaction
Advisory
Services
Limited,
ABN
87
003
599
844 Australian
Financial
Services
Licence
No.
240585

==> picture [119 x 45] intentionally omitted <==

_**Pro

Forma
Financial
Information**_

The
pro
forma
financial
information
as
set
out
in
sections
4.2.1
and
4.2.2
of
the
prospectus
comprises:

(a) the
historical
pro
forma
income
statements
and
historical
pro
forma
statements
of
cash
flows
of
Shine for
the
years
ended
30
June
2010,
30
June
2011
and
30
June
2012
as
if
the
Company
(Shine
Lawyers Limited),
the
Service
Trust
(Murshine
Ltd
ATF
Shine
Murdoch
Service
Trust)
and
the
Partnership
(Shine Partnership)
had
operated
as
one
entity;
and
(b) the
pro
forma
balance
sheet
as
at
31
December
2012
which
assumes
completion
of
certain
Pro
Forma Transactions
such
as
the
capital
raising
and
the
payment
of
offer
costs.

(Hereafter
the
“Pro
forma
Financial
Information”).

The
Pro
Forma
Financial
Information
has
been
prepared
on
the
basis
of
the
pro
forma
assumptions
and
the
Pro Forma
Transactions
outlined
in
sections
4.2.1,
4.2.2
and
4.2.3
of
the
prospectus.

The
Pro
Forma
Financial
Information
in
respect
of
the
years
ended
30
June
2010,
30
June
2011
and
30
June
2012 has
been
extracted
from
the
financial
statements
of
the
Company
which
have
been
audited
by
WHK
Audit
and Assurance
which
has
issued
unqualified
opinions
in
respect
of
all
periods.

_**Forecast

Financial
Information**_

The
forecast
financial
information
as
set
out
in
sections
4.2.1
and
4.2.2
of
the
prospectus
comprises:

(a) the
forecast
income
statements
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014;
and

(b) the
forecast
statements
of
cash
flows
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014.

(Hereafter
the
“Forecast
Financial
Information”).

(Collectively,
the
“Financial
Information”).

The
Forecast
Financial
Information
is
based
on
the
assumptions
outlined
in
section
4.4
of
the
prospectus.

The
Financial
Information
is
presented
in
an
abbreviated
form
insofar
as
it
does
not
include
all
of
the presentation
and
disclosures
required
by
Australian
Accounting
Standards
applicable
to
general
purpose financial
reports.

**3. Directors’

Responsibility
for
the
Financial
Information**

The
Directors
of
Shine
have
prepared
and
are
responsible
for
the
preparation
and
presentation
of
the
Financial Information.
The
Directors
are
also
responsible
for
the
determination
of
the
pro
forma
assumptions
and
best-‐ estimate
assumptions
as
set
out
in
sections
4.2.1,
4.2.2,
4.2.3
and
4.4
of
the
prospectus.

==> picture [119 x 45] intentionally omitted <==

**4. Our

Responsibility**

_**Historical

and
Pro
Forma
Financial
Information**_

Our
responsibility
is
to
express
a
conclusion
on
the
Historical
and
Pro
Forma
Financial
Information
based
on our
review.

We
have
conducted
an
independent
review
of
the
Historical
and
Pro
Forma
Financial
Information
in
order
to state
whether
on
the
basis
of
the
procedures
described,
anything
has
come
to
our
attention
that
would
cause us
to
believe
that:

(a) The
Historical
Financial
Information
does
not
present
fairly:
the
historical
income
statement,
statement
of
cash
flows
and
balance
sheet
for
the
half
year ended
and
as
at
31
December
2012;

in
accordance
with
the
measurement
and
recognition
requirements
(but
not
all
of
the
presentation
and

disclosure
requirements)
of
Australian
Accounting
Standards;
(b) The
pro
forma
assumptions
do
not
provide
a
reasonable
basis
for
the
Pro
Forma
Financial
Information;
(c) The
Pro
Forma
Financial
Information
has
not
been
prepared
on
the
basis
of
the
assumptions
set
out
in sections
4.2.1,
4.2.2
and
4.2.3
of
the
prospectus;
and
(d) The
Pro
Forma
Financial
Information
does
not
present
fairly:
- the
  historical
  pro
  forma
  income
  statements
  and
  historical
  pro
  forma
  statements
  of
  cash
  flows
  of Shine
  for
  the
  years
  ended
  30
  June
  2010,
  30
  June
  2011
  and
  30
  June
  2012
  as
  if
  the
  Company,
  the Service
  Trust
  and
  the
  Partnership
  had
  operated
  as
  one
  entity;
  and
- the
  pro
  forma
  balance
  sheet
  as
  at
  31
  December
  2012
  which
  assumes
  completion
  of
  certain
  Pro Forma
  Transactions
  such
  as
  the
  capital
  raising
  and
  the
  payment
  of
  offer
  costs;

in
accordance
with
the
measurement
and
recognition
requirements
(but
not
all
of
the
presentation
and disclosure
requirements)
of
Australian
Accounting
Standards
as
if
the
Pro
Forma
Transactions
set
out
in section
4.2.3
of
the
prospectus
had
occurred
at
31
December
2012.

Our
independent
review
of
the
Historical
and
Pro
Forma
Financial
Information
has
been
conducted
in accordance
with
Australian
Auditing
and
Assurance
Standards
applicable
to
review
engagements . Our procedures consist
of
reading
of
relevant
board
minutes,
reading
of
relevant
contracts
and
other
legal documents,
inquiries
of
management
personnel
and
the
Directors
of
Shine,
and
analytical
and
other procedures
applied
to
Shine’s
accounting
records.
These
procedures
do
not
provide
all
the
evidence
that would
be
required
in
an
audit,
thus
the
level
of
assurance
provided
is
less
than
that
given
in
an
audit.
We
have not
performed
an
audit
and,
accordingly,
we
do
not
express
an
audit
opinion
on
the
Financial
Information.

_**Forecast

Financial
Information**_

Our
responsibility
is
to
express
a
conclusion
on
the
Forecast
Financial
Information
based
on
our
review.

We
have
conducted
an
independent
review
of
the
Forecast
Financial
Information
in
order
to
state
whether
on the
basis
of
the
procedures
described,
anything
has
come
to
our
attention
that
would
cause
us
to
believe
that:

(a) The
Directors’
best-‐estimate
assumptions
do
not
provide
a
reasonable
basis
for
the
preparation
of
the Forecast
Financial
Information;
(b) The
Forecast
Financial
Information
was
not
prepared
on
the
basis
of
the
best-‐estimate
assumptions;
and

==> picture [119 x 45] intentionally omitted <==

(c) The
Forecast
Financial
Information
does
not
present
fairly:
The
forecast
income
statements
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014;
and
The
forecast
statements
of
cash
flows
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014;

in
accordance
with
the
recognition
and
measurement
requirements
(but
not
all
of
the
presentation
and disclosure
requirements)
of
Australian
Accounting
Standards
as
if
the
best-‐estimate
assumptions
set
out in
section
4.4
of
the
prospectus,
had
occurred
at
30
June
2013
or
30
June
2014
(as
applicable).

The
Forecast
Financial
Information
has
been
prepared
by
the
Directors
to
provide
investors
with
a
guide
to Shine’s
potential
future
financial
performance
based
upon
the
achievement
of
certain
economic,
operating, developmental
and
trading
assumptions
about
future
events
and
actions
that
have
not
yet
occurred
and
may not
necessarily
occur.
There
is
a
considerable
degree
of
subjective
judgement
involved
in
the
preparation
of the
Forecast
Financial
Information.
Actual
results
may
vary
materially
from
this
Forecast
Financial
Information and
the
variation
may
be
materially
positive
or
negative.
Accordingly,
investors
should
have
regard
to
the
Risk Factors
set
out
in
section
5
of
the
prospectus
and
Sensitivity
analysis
set
out
in
section
4.5
of
the
prospectus.

Our
independent
review
of
the
Forecast
Financial
Information
has
been
conducted
in
accordance
with Australian
Auditing
and
Assurance
Standards
applicable
to
review
engagements . Our
procedures consist
of reading
of
relevant
board
minutes,
reading
of
relevant
contracts
and
other
legal
documents,
inquiries
of management
personnel
and
the
Directors
of
Shine,
and
analytical
and
other
procedures
applied
to
Shine’s accounting
records.
These
procedures
do
not
provide
all
the
evidence
that
would
be
required
in
an
audit,
thus the
level
of
assurance
provided
is
less
than
that
given
in
an
audit.
We
have
not
performed
an
audit
and, accordingly,
we
do
not
express
an
audit
opinion
on
the
Forecast
Financial
Information.

5. Conclusion

_**Review

conclusion
on
Historical
and
Pro
Forma
Financial
Information**_

Based
on
our
independent
review,
which
is
not
an
audit,
nothing
has
come
to
our
attention
which
causes
us
to believe
that:

(a) The
Historical
Financial
Information
does
not
present
fairly:
the
historical
income
statement,
statement
of
cash
flows
and
balance
sheet
for
the
half
year ended
and
as
at
31
December
2012;
in
accordance
with
the
measurement
and
recognition
requirements
(but
not
all
of
the
presentation
and disclosure
requirements)
of
Australian
Accounting
Standards;
(b) The
pro
forma
assumptions
do
not
provide
a
reasonable
basis
for
the
Pro
Forma
Financial
Information;
(c) The
Pro
Forma
Financial
Information
has
not
been
prepared
on
the
basis
of
the
assumptions
set
out
in sections
4.2.1,
4.2.2
and
4.2.3
of
the
prospectus;
and
(d) The
Pro
Forma
Financial
Information
does
not
present
fairly:
the
historical
pro
forma
income
statements
and
historical
pro
forma
statements
of
cash
flows
of Shine
for
the
years
ended
30
June
2010,
30
June
2011
and
30
June
2012
as
if
the
Company,
the Service
Trust
and
the
Partnership
had
operated
as
one
entity;
and

==> picture [119 x 45] intentionally omitted <==

o the
pro
forma
balance
sheet
as
at
31
December
2012
which
assumes
completion
of
certain
Pro Forma
Transactions
such
as
the
capital
raising
and
the
payment
of
offer
costs;

in
accordance
with
the
measurement
and
recognition
requirements
(but
not
all
of
the
presentation and
disclosure
requirements)
of
Australian
Accounting
Standards
as
if
the
Pro
Forma
Transactions
set out
in
section
4.2.3
of
the
prospectus
had
occurred
at
31
December
2012.

_**Review

conclusion
on
Forecast
Financial
Information**_

Based
on
our
review
of
the
Forecast
Financial
Information,
which
is
not
an
audit,
and
based
on
an
investigation of
the
reasonableness
of
the
Directors’
best-‐estimate
assumptions
giving
rise
to
the
prospective
financial information,
nothing
has
come
to
our
attention
which
causes
us
to
believe
that:

(a) the
Directors’
best-‐estimate
assumptions
do
not
provide
a
reasonable
basis
for
the
preparation
of
the Forecast
Financial
Information;
(b) the
Forecast
Financial
Information
was
not
prepared
on
the
basis
of
the
best-‐estimate
assumptions;
and
(c) the
Forecast
Financial
Information
does
not
present
fairly:

o the
forecast
income
statements
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014;
and

o the
forecast
statements
of
cash
flows
of
Shine
for
the
years
ending
30
June
2013
and
30
June
2014;

in
accordance
with
the
recognition
and
measurement
requirements
(but
not
all
of
the
presentation
and disclosure
requirements)
of
Australian
Accounting
Standards
as
if
the
best-‐estimate
assumptions
set
out
in section
4.4
of
the
prospectus,
had
occurred
at
30
June
2013
or
30
June
2014
(as
applicable).

The
best-‐estimate
assumptions,
set
out
in
section
4.4
of
the
prospectus,
are
subject
to
significant
uncertainties and
contingencies
often
outside
the
control
of
Shine
and
the
Directors.
If
events
do
not
occur
as
assumed, actual
results
achieved
and
distributions
provided
by
Shine
may
vary
significantly
from
the
Forecast
Financial Information.
Accordingly,
we
do
not
confirm
or
guarantee
the
achievement
of
the
Forecast
Financial Information,
as
future
events,
by
their
very
nature,
are
not
capable
of
independent
substantiation.

We
disclaim
any
assumption
of
responsibility
for
any
reliance
on
this
Report
or
on
the
Financial
Information
to which
this
Report
relates
for
any
purposes
other
than
the
purpose
for
which
it
was
prepared.
This
Report should
be
read
in
conjunction
with
the
prospectus.

**6. Independence

or
Disclosure
of
Interest**

Ernst
&
Young
Transaction
Advisory
Services
does
not
have
any
pecuniary
interests
that
could
reasonably
be regarded
as
being
capable
of
affecting
its
ability
to
give
an
unbiased
conclusion
in
this
matter.
Ernst
&
Young provides
audit
and
other
advisory
services
to
Shine,
and
Ernst
&
Young
Transaction
Advisory
Services
will receive
a
professional
fee
for
the
preparation
of
this
Report.

Yours
faithfully

Ernst
&
Young
Transaction
Advisory
Services
Limited

==> picture [105 x 44] intentionally omitted <==

Anne-‐Maree
Keane Director
and
Representative

==> picture [472 x 113] intentionally omitted <==

28
March
2013

THIS
FINANCIAL
SERVICES
GUIDE
FORMS
PART
OF
THE
INVESTIGATING
ACCOUNTANT’S
REPORT

**PART

2
–
FINANCIAL
SERVICES
GUIDE**

**1. Ernst

&
Young
Transaction
Advisory
Services**

Ernst
&
Young
Transaction
Advisory
Services
Limited
(“Ernst
&
Young
Transaction
Advisory
Services”
or
“we,”
or “us”
or
“our”)
has
been
engaged
to
provide
general
financial
product
advice
in
the
form
of
an
Independent Accountant’s
Report
(“Report”)
in
connection
with
a
financial
product
of
another
person.
The
Report
is
to
be included
in
documentation
being
sent
to
you
by
that
person.

**2. Financial

Services
Guide**

This
Financial
Services
Guide
(“FSG”)
provides
important
information
to
help
retail
clients
make
a
decision
as
to their
use
of
the
general
financial
product
advice
in
a
Report,
information
about
us,
the
financial
services
we offer,
our
dispute
resolution
process
and
how
we
are
remunerated.

**3. Financial

services
we
offer**

We
hold
an
Australian
Financial
Services
Licence
which
authorises
us
to
provide
the
following
services:

financial
product
advice
in
relation
to
securities,
derivatives,
general
insurance,
life
insurance,
managed investments,
superannuation,
and
government
debentures,
stocks
and
bonds;
and
arranging
to
deal
in
securities.

4. General
financial
product
advice

In
our
Report
we
provide
general
financial
product
advice.
The
advice
in
a
Report
does
not
take
into
account your
personal
objectives,
financial
situation
or
needs.

You
should
consider
the
appropriateness
of
a
Report
having
regard
to
your
own
objectives,
financial
situation and
needs
before
you
act
on
the
advice
in
a
Report.
Where
the
advice
relates
to
the
acquisition
or
possible acquisition
of
a
financial
product,
you
should
also
obtain
an
offer
document
relating
to
the
financial
product
and consider
that
document
before
making
any
decision
about
whether
to
acquire
the
financial
product.

We
have
been
engaged
to
issue
a
Report
in
connection
with
a
financial
product
of
another
person.
Our
Report will
include
a
description
of
the
circumstances
of
our
engagement
and
identify
the
person
who
has
engaged
us. Although
you
have
not
engaged
us
directly,
a
copy
of
the
Report
will
be
provided
to
you
as
a
retail
client because
of
your
connection
to
the
matters
on
which
we
have
been
engaged
to
report.

Ernst & Young Transaction Advisory Services Limited, ABN 87 003 599 844 Australian Financial Services Licence No. 240585

==> picture [124 x 47] intentionally omitted <==

**5. Remuneration

for
our
services**

We
charge
fees
for
providing
Reports.
These
fees
have
been
agreed
with,
and
will
be
paid
by,
the
person
who engaged
us
to
provide
a
Report.
Our
fees
for
Reports
are
based
on
a
time
cost
or
fixed
fee
basis.
Our
directors and
employees
providing
financial
services
receive
an
annual
salary,
a
performance
bonus
or
profit
share depending
on
their
level
of
seniority.
The
estimated
fee
for
this
Report
is
$15,000
(exclusive
of
GST).

Ernst
&
Young
Transaction
Advisory
Services
is
ultimately
owned
by
Ernst
&
Young,
which
is
a
professional advisory
and
accounting
practice.
Ernst
&
Young
may
provide
professional
services,
including
audit,
tax
and financial
advisory
services,
to
the
person
who
engaged
us
and
receive
fees
for
those
services.

Except
for
the
fees
and
benefits
referred
to
above,
Ernst
&
Young
Transaction
Advisory
Services,
including
any of
its
directors,
employees
or
associated
entities
should
not
receive
any
fees
or
other
benefits,
directly
or indirectly,
for
or
in
connection
with
the
provision
of
a
Report.

**6. Associations

with
product
issuers**

Ernst
&
Young
Transaction
Advisory
Services
and
any
of
its
associated
entities
may
at
any
time
provide professional
services
to
financial
product
issuers
in
the
ordinary
course
of
business.

7. Responsibility

The
liability
of
Ernst
&
Young
Transaction
Advisory
Services
is
limited
to
the
contents
of
this
Financial
Services Guide
and
the
Report.

**8. Complaints

process**

As
the
holder
of
an
Australian
Financial
Services
Licence,
we
are
required
to
have
a
system
for
handling complaints
from
persons
to
whom
we
provide
financial
services.
All
complaints
must
be
in
writing
and addressed
to
the
AFS
Compliance
Manager
or
the
Chief
Complaints
Officer
and
sent
to
the
address
below.
We will
make
every
effort
to
resolve
a
complaint
within
30
days
of
receiving
the
complaint.
If
the
complaint
has
not been
satisfactorily
dealt
with,
the
complaint
can
be
referred
to
the
Financial
Ombudsman
Service
Limited.

**9. Compensation

Arrangements**

The
Company
and
its
related
entities
hold
Professional
Indemnity
insurance
for
the
purpose
of
compensation should
this
become
relevant.
Representatives
who
have
left
the
Company’s
employment
are
covered
by
our insurances
in
respect
of
events
occurring
during
their
employment.
These
arrangements
and
the
level
of
cover held
by
the
Company
satisfy
the
requirements
of
section
912B
of
the
Corporations
Act
2001.

ng Ernst & Young Transaction Services pliance Manager oung rge Street SW 2000 ne: (02) 9248 5555	Contacting the Independent Dispute Resolution Scheme: Financial Ombudsman Service Limited PO Box 3 Melbourne VIC 3001 Telephone: 1300 78 08 08

This
Financial
Services
Guide
has
been
issued
in
accordance
with
ASIC
Class
Order
CO
04/1572.

MATERIAL AGREEMENTS

7.1 Constitution

Below is a summary of the key provisions of Shine’s Constitution (Constitution). This summary is not exhaustive, nor does it constitute a definitive statement of Shareholder’s rights and obligations.

The Board is entitled to issue and cancel Shares in the capital of Shine, grant options over unissued Shares and settle the manner in which fractions of a Share are to be dealt with. The Board may decide the persons to whom and the terms on which Shares are issued or options are granted as well as the rights and restrictions that attach to those Shares or options.

The Constitution permits the issue of preference Shares on terms determined by the Board.

Shine may also sell a Share that is part of an unmarketable parcel of Shares in accordance with the procedure set out in the Constitution.

VARIATION OF CLASS RIGHTS

The rights attached to any class of Shares may, unless their terms of issue state otherwise, only be varied with the consent in writing of members holding at least three-quarters of the Shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of Shares of that class.

RESTRICTED SECURITIES

If the ASX classifies any of Shine’s share capital as ‘restricted securities’ then the restricted securities must not be disposed of during the escrow period and Shine must refuse to acknowledge a disposal of the restricted securities during the escrow period except as permitted under the Listing Rules or by the ASX.

SHARE CERTIFICATES

Subject to the requirements of the Corporations Act, the Listing Rules or the ASX Settlement Rules, Shine need not issue share certificates if the Directors so decide.

CALLS

The Board may, from time to time, call upon Shareholders for unpaid monies on their Shares. The Board must give Shareholders notice of a call at least 30 business days before the amount called is due, specifying the time and place of payment. If such a call is made, Shareholders are liable to pay the amount of each call by the time and at the place specified.

FORFEITURE AND LIEN

Shine is empowered to forfeit Shares in relation to any call or other amount payable in respect of Shares which remains unpaid following any notice to that effect sent to a Shareholder. Forfeited Shares become the property of Shine and the Directors may sell, reissue or otherwise dispose of the Shares as they think fit.

A person whose Shares have been forfeited may still be required to pay Shine all calls and other amounts owing in respect of the forfeited Shares (including interest) if the Directors so determine.

Shine has a first and paramount lien for unpaid calls, instalments and related interest and any amount it is legally required to pay in relation to a Shareholder’s Shares. The lien extends to all distributions relating to the Shares, including dividends.

Shine’s lien over Shares will be released if it registers a transfer of the Shares without giving the transferee notice of its claim.

Shine Lawyers, a subsidiary of Shine, is an ILP. Under the Legal Profession Acts, a person who is a “disqualified person” (as defined in the Legal Profession Acts) may not share the receipts, revenue or other income arising from the provision of legal services by the ILP. The Constitution permits the Directors to compel the sale or buyback of Shares from persons restricted from holding them under any legislation regulating the provision of legal services.

SHARE TRANSFERS

Shares may be transferred by any method permitted by the Corporations Act, the Listing Rules or the ASX Settlement Rules or by a written transfer in any usual form or in any other form approved by the Directors. The Board may refuse to register a transfer of securities of Shine where the transfer is not in registrable form, Shine has a lien over any of the Shares to be transferred or where it is permitted to do so by the Listing Rules or the ASX Settlement Rules.

GENERAL MEETINGS

Each Shareholder and Director is entitled to receive notice of and attend any general meeting of Shine. Two Shareholders must be present to constitute a quorum for a general meeting and no business may be transacted at any meeting except the election of a chair and the adjournment of the meeting, unless a quorum is present when the meeting proceeds to business.

A call is deemed to have been made when a Directors’ resolution passing the call is made or on such later date fixed by the Board. A call may be revoked or postponed at the discretion of the Board.

VOTING RIGHTS

Subject to any rights or restrictions attached to any Shares or class of Shares, on a show of hands each member present has one vote and, on a poll, one vote for each fully paid Share held, and for each partly paid Share, a fraction of a vote equivalent to the proportion to which the Share has been paid up. Voting may be in person or by proxy, attorney or representative.

REMUNERATION OF DIRECTORS

Directors are to be paid remuneration for their services up to such sum as accrues on a daily basis as Shine determines in general meeting to be divided among them as agreed. The remuneration of a Director (other than the MD or an Executive Director) must not include a commission on, or a percentage of, profits or operating revenue.

Remuneration may be provided in such manner that the Directors decide, including by way of non cash benefits. There is also provision for Directors who devote special attention to the business of Shine or who otherwise perform services which are regarded as being outside of their ordinary duties as Directors, or who at the request of the Board engage in any journey on Shine’s business, to be paid extra remuneration as determined by the Board.

Directors are also entitled to be paid all travelling and other expenses they incur in attending to Shine’s affairs, including attending and returning from general meetings or Board meetings, or meetings of any committee engaged in Shine’s business.

INTERESTS OF DIRECTORS

A Director who has a material personal interest in a matter that is being considered by the Board must not be present at a meeting while the matter is being considered nor vote on the matter, unless the Corporations Act allows otherwise.

ELECTION OF DIRECTORS

There must be a minimum of three Directors and a maximum of eight Directors, which the Board may determine from time to time.

At every annual general meeting, subject to the Constitution, one third of the Directors (to the nearest whole number and excluding the MD) must retire from office and may offer themselves for re-election.

No Director, other than the MD, may hold office without re-election beyond the third annual general meeting following the meeting at which the Director was last elected or re-elected.

With respect to the retirement of Directors, the Director(s) longest in office since last being elected must retire. If a number of Directors were elected on the same day, the Directors to retire shall (in default of agreement between them), be determined by ballot.

DIVIDENDS

If the Board determines that a final or interim dividend is payable, it will (subject to the terms of issue on any Shares or class of Shares) be paid on all Shares proportionate to the amount for the time being paid on each Share. Dividends may be paid by cheque, electronic transfer or any other method as the Board determines.

The Board has the power to capitalise and distribute the whole or part of the amount from time to time standing to the credit of any reserve account or otherwise available for distribution to Shareholders. Such capitalisation and distribution must be in the same proportions which the Shareholders would be entitled to receive if distributed by way of a dividend.

Subject to the Listing Rules, the Board may pay a dividend out of any fund or reserve or out of profits derived from any particular source.

PROPORTIONAL TAKEOVER BIDS

Shine may prohibit registration of transfers purporting to accept an offer made under a proportionate takeover bid unless a resolution of Shine has been passed approving the proportional takeover bid in accordance with the provisions of the Constitution.

The rules in the Constitution relating to proportional takeover bids will cease on the third anniversary of the adoption of the Constitution or the renewal of the rules unless renewed by a special resolution of shareholders.

INDEMNITIES AND INSURANCE

Shine must indemnify current and past Directors and other executive officers (Officers) of Shine on a full indemnity basis and to the fullest extent permitted by law against all liabilities incurred by the Officer as a result of their holding office in Shine or a related body corporate.

Shine may also, to the extent permitted by law, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for each Officer against any liability incurred by the Officer as a result of their holding office in Shine or a related body corporate.

7.2 Underwriting agreement

Shine and SaleCo appoint the Underwriter to underwrite the subscription of Shares under the Offer.

FEES AND COSTS

Shine and SaleCo must pay the Underwriter a fee of 4% (comprising an underwriting fee of 3% and management fee of 1%) of the Offer proceeds. The payment is proportionate, based on the number of Shares issued or sold (as the case may be) by each. In addition to these fees, Shine has agreed to pay the Underwriter for out of pocket expenses (including legal fees) in relation to the Offer.

TERMINATION

As is normal for agreements of this nature, the Underwriter may terminate its obligations under the Underwriting Agreement if certain events occur before the Shares are issued (Unqualified Termination Events). In respect of the occurrence of certain other events, the Underwriter’s ability to terminate is limited to circumstances in which the Underwriter is of the opinion that the event has had or could be expected to have a material adverse effect on certain factors including (but not limited to) the success of the offer, the ability of the Underwriter to market or promote the Offer or the price or likely price at which the Shares are likely to trade on ASX (Qualified Termination Events).

The Unqualified Termination Events include (but are not limited to):

(index fall) the S&P/ASX200 Index published by ASX closes at 10% below its level as at 5pm on the date of the Underwriting Agreement for at least two consecutive business days;
(supplementary prospectus) the Underwriter forms the view (acting reasonably) that a supplementary prospectus must be lodged with ASIC under the Corporations Act;
(material adverse change) there is a material adverse change, or any fact, matter or circumstance that is likely to cause a material adverse change, in the condition, financial or otherwise, or in the financial position (assets and liabilities) and performance (profits and losses) or financial forecasts of the Group from that described in the prospectus;
(offer documents) the Underwriter forms the view (acting reasonably) that:
there is an omission from the prospectus or any supplementary prospectus of material required by the Corporations Act to be included;
an Offer Document (defined in the Underwriting Agreement to mean any document issued or published by or on behalf of Shine or SaleCo in respect of the Offer, including the prospectus, application forms, supplementary prospectus, any written materials that are presented or provided to prospective investors (including roadshow presentations) and any advertising or publicity documents, notices or reports) contains a statement which is untrue, inaccurate, misleading or deceptive or likely to mislead or deceive (whether by inclusion or omission); or
an Offer Document does not contain all information required to comply with all applicable laws;

(This termination right does not apply to research reports and other material or communications published or made by or on behalf of the Underwriter or its affiliates)

(timetable) any event specified in the Offer timetable is delayed for more than two business days without the prior written approval of the Underwriter (such approval not be unreasonably withheld or delayed);
(debt facilities)
Shine breaches, or defaults under, any provision, undertaking, covenant or ratio of a material debt or financing arrangement or any related documentation to which that entity is a party which has, or may have, a material adverse effect on the Group; or
there occurs:
an event of default;
a review event which gives a lender or financier the right to accelerate or require repayment of the debt or financing; or
any other similar event.
under or with respect to any such debt or financing arrangement or related documentation; and
(Directors and Senior Management)
(i) a Director or any member of Senior Management (defined in the Underwriting Agreement to mean those persons named in sections 3.2 and 3.3 of the prospectus) is charged with a criminal offence relating to any financial or corporate matter;
any Government Agency commences any public action against Shine, SaleCo, any of the Directors or any member of Senior Management, or announces that it intends to take any such action; or
any Director is disqualified under the Corporations Act from managing a corporation.

The Qualified Termination Events include (but are not limited to):

(hostilities) in respect of any one or more of Australia, the United States of America, any member state of the European Union, Indonesia, Japan, Russia, the People’s Republic of China, North Korea or South Korea:
hostilities not presently existing commence (whether or not war has been declared);
a major escalation in existing hostilities occurs (whether or not war has been declared);
a declaration is made of a national emergency or war; or
a terrorist act is perpetrated in any of those countries or a diplomatic, military, commercial or political establishment of any of those countries elsewhere in the world;
(material adverse change in financial markets) any of the following occurs:
any material adverse change or disruption to the political conditions or financial markets of Australia, Japan, the United Kingdom, the United States of America or the international financial markets or any change or development involving a prospective change in national or international political, financial or economic conditions,

a general moratorium on commercial banking activities in Australia, the United States of America, Japan or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or
trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading;
(change in law) except as disclosed in the prospectus, there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a new law, or the Government of Australia, or any State or Territory of Australia, the Reserve Bank of Australia, or any Minister or other Government Agency of Australia or any State or Territory of Australia, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement); and
(material contracts) except as disclosed in the prospectus, any contract, deed or other agreement which is material to the making of an informed investment decision in relation to the Shares is:
terminated, rescinded, altered or amended without the prior written consent of the Underwriter (such consent not to be unreasonably withheld); or
found to be void or voidable.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

The Underwriting Agreement contains various representations and warranties made by Shine, SaleCo and the Underwriter, which are customary in such an agreement. Shine also provides certain undertakings under the Underwriting Agreement regarding the conduct of Shine prior to, and for limited periods of time following the Offer. SaleCo has provided similar representations and warranties to the Underwriter.

INDEMNITY

Shine and SaleCo jointly and severally indemnify the Underwriter, each of its related bodies corporate and affiliates and each of their respective officers, employees, agents and advisers against all losses, liabilities, claims, damages, costs, charges and expenses whatsoever (including reasonable legal costs on a full indemnity basis) incurred or suffered directly or indirectly in connection with the Offer or the Underwriting Agreement.

7.3 Sell-down deed

In addition to the Underwriting Agreement, SaleCo, the Company and the Underwriter have entered into a sell down deed to facilitate the sell down of Shares held by SaleCo, being 30 million in total, which will be offered at the Offer Price under this prospectus and form part of the Offer.

Under the terms of the sell down deed, the Company is appointed SaleCo’s exclusive agent to facilitate and manage the sale of the Vendor Shares under the Offer.

SaleCo has an obligation under the deed to ensure the accuracy of statements in and compliance with the Corporations Act, including in relation to information that has arisen after the lodgement of the prospectus. SaleCo provides an indemnity in favour of the Company and the Underwriter for any losses suffered as a result of a breach of the warranties made by SaleCo under the sell down deed. SaleCo is responsible for the payment of any withholding taxes, stamp duty or similar in relation to the transfer of the Vendor Shares. SaleCo is responsible for any income tax or capital gains tax, including any interest, fines, penalties and charges for late or non-payment of income tax or capital gains tax, arising from the sell down of the Vendor Shares under the Offer.

The deed is subject to a number of conditions including execution of the Underwriting Agreement and the prospectus being lodged with ASIC. A party may terminate the deed by notice in writing, if these conditions are not satisfied or if the Underwriting Agreement is terminated for any reason.

7.4 Erin Brockovich consultancy agreement

Shine has engaged Erin Brockovich to take part in various activities for Shine, including attending functions, delivering lectures and appearing in advertisements. The agreement commenced on 1 June 2010 for a fixed term of ten years, although Shine is permitted to continue running advertising with Ms Brockovich’s image for a period of 12 months after the expiry of the term.

7.5 Material technology agreements

Shine maintains supplier contracts with its systems and information technology providers.

Shine’s existing case management system has been in place for a number of years. Shine licenses it from a local technology provider on a ‘per seat’ licence fee arrangement.

Shine is considering partnering with Avanade Australia Pty Ltd (Avanade) to develop a new case management system, part of the T2 Project, to replace Shine’s existing system. At the date of this prospectus, Shine is in the process of negotiating an agreement with Avanade. Although the final specification for the project has not been settled, Shine and Avanade have done significant planning work. Based on that work, Shine anticipates expenditure of about $5.2 million in connection with the design and development of the new case management system over the Forecast Period. Avanade would provide ongoing hosting and support.

7.6 Restriction agreements

The Founders and certain entities they control have entered into voluntary restriction agreements, which restrict the Founders from selling, creating a security interest in or otherwise dealing in their Shares until the date that is three business days after the release of Shine’s full year results for FY14 (in about early September 2014). The escrow arrangements do not restrict the Founders from accepting a successful takeover bid (being a takeover bid that is accepted by at least half of non-escrowed Shareholders), transferring Shares under a scheme of arrangement or entering into a pre-bid acceptance agreement with a potential bidder for all the Shares. ASIC has provided relief from Chapter 6 of the Corporations Act to enable the Company to enter into the voluntary restriction agreements.

7.7 Executive service contracts

The Company has entered into employment agreements and confidentiality agreements with key executives, which contain standard terms and conditions for agreements of this nature, including confidentiality, restraint on competition and retention of intellectual property.

In the case of Shine’s MD, Simon Morrison, the employment agreement is terminable on six months notice by either the Company or Mr Morrison. Under this agreement, Mr Morrison currently receives a salary of $429,288 per annum (plus statutory superannuation) and other non-cash benefits.

In the case of Shine’s Executive Director, Stephen Roche, the employment agreement is terminable on six months notice by either the Company or Mr Roche. Under this agreement, Mr Roche currently receives a salary of $379,288 per annum (plus statutory superannuation) and other non-cash benefits.

Details of Directors’ fees payable to the other Directors are set out in section 8.8.

7.8 Deeds of indemnity and access

The Company has entered into standard deeds of indemnity and access with the Directors.

The Company has undertaken, consistent with the Corporations Act, to indemnify each Director in certain circumstances and to maintain Directors’ and Officers’ insurance cover in favour of the Director for seven years after the Director has ceased to be a Director.

The Company has further undertaken with each Director to maintain a complete set of the Company’s board papers and to make them available to the Director for seven years after the Director has ceased to be a Director.

7.9 Risk Worldwide

At the date of this prospectus, Shine has entered into an arrangement under which it holds a one third interest in RWWNZ, with two other shareholders experienced in disaster insurance recovery. Shine provided a loan of approximately $400,000 to fund the commencement of operations and the other shareholders contribute similar amounts.

7.10 Finance facilities

Shine has several corporate facilities with the Commonwealth Bank of Australia (CBA) that have a combined limit of $31.5 million. The facilities are secured by a security interest over all of Shine’s assets and the assets of the Shine Murdoch Service Trust. The purpose of these facilities is to fund acquisitions, provide working capital requirements, provide short term acquisition funding, equipment financing, bank guarantees for leased premises and the working capital contribution for the Risk Worldwide NZ joint venture (see section 7.9). The facility is subject to certain ongoing conditions typical of a facility of this nature, including quarterly reporting to the lender, Shine’s financial indebtedness not exceeding 40% of the net dollar value of WIP and 50% of net disbursements (with a quarterly review of this covenant), the maintenance of a combined shareholding of no less than 51% by the Founders, periodic WIP due diligence reports and the provision of detailed forecast of cash flow, profit and loss, and balance sheet for the group and the RWWNZ business, for each current financial year.

7.11 Leases

Shine leases all of its office premises in Australia. The leases contain standard terms and conditions under which Shine is generally required to pay outgoings in addition to monthly rental fees, which are subject to rental review on a predetermined basis. The leases also contain standard termination clauses for events of default.

Shine occupies a number of premises pursuant to arrangements with related parties. Those arrangements are described in more detail in section 8.7.

7.12 Documents available for inspection

Copies of the following documents are available for inspection during normal office hours at the registered office of the Company for 13 months after the date of this prospectus:

the Constitution; and
the consents to the issue of this prospectus.

RWWNZ will run a consultancy business to assist New Zealand victims of natural disasters or related events to recover the fair value of losses under their insurance policies, particularly those arising from the Christchurch earthquakes of 2010 and 2011. Shine NZ Pty Ltd will own a 33% interest in the venture.

Under the terms of the arrangement, Shine agrees to make available to RWWNZ up to $3,000,000 under a revolving line of credit facility. The facility is unsecured and guaranteed, severally, by each shareholder (including Shine). Interest is to be accrued on the facility at the rate charged to Shine by its working capital lender. As at 31 December 2012, an amount of $1,835,891 had been advanced by Shine to RWWNZ under these arrangements.

ADDITIONAL INFORMATION

8.1 Past proceedings against Mr Stephen Roche

In March 2003, the Solicitors’ Complaints Tribunal (Tribunal) held Stephen Roche guilty of professional misconduct on the basis of two charges brought against Mr Roche by The Council of Queensland Law Society Incorporated (QLS). The charges related to a retainer agreement dated 12 October 2000 between Shine Roche McGowan and a client. The charges were (1) that Mr Roche had failed to discharge his fiduciary obligation to his client, in relation to making a retainer agreement; and (2) that Mr Roche had been guilty of gross overcharging. The Tribunal found that each charge had been established, although not in all the particularised allegations in relation to the second charge, and ordered that Mr Roche be suspended from practice for 12 months.

Both Mr Roche and QLS appealed against the Tribunal’s decision to the Supreme Court of Queensland. The Supreme Court dismissed both appeals, upholding the Tribunal’s decision and the penalty imposed.

8.2 Consents and disclaimers of responsibility

None of the parties referred to below has made any statement that is included in this prospectus or any statement on which a statement made in this prospectus is based, except as specified below. Each of the parties referred to below, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for, any part of this prospectus, other than the reference to its name and a statement included in this prospectus with the consent of that party, as specified below.

RBS Morgans Corporate Limited has given, and has not withdrawn, its written consent to be named as Lead Manager and Underwriter to the Offer in the form and context in which it is named.

Bell Potter Securities Limited has given, and has not withdrawn, its written consent to be named as Co-Lead Manager to the Offer in the form and context in which it is named.

McCullough Robertson has given, and has not withdrawn, its written consent to be named as lawyers to the Offer in the form and context in which it is named.

Ernst & Young Transaction Advisory Services Limited (EYTAS) has given, and has not withdrawn, its written consent to be named as Investigating Accountant, in the form and context in which it is named and for the inclusion of its Investigating Accountant’s Report and Financial Services Guide in section 6 of this prospectus in the form and context in which it is included.

Ernst & Young has given, and not withdrawn, its consent to be named as Auditor in the form and context in which it is named.

WHK Audit and Assurance has given, and not withdrawn, its consent to be named as Auditor in the form and context in which it is named.

Link Market Services has given, and not withdrawn, its written consent to be named as share registrar in the form and context in which it is named.

8.3 Interests of experts and advisers

Except as set out in this prospectus, no person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this prospectus:

has any interest or has had any interest during the last two years, in the formation or promotion of Shine, or in property acquired or proposed to be acquired by Shine in connection with its formation or promotion, or the Offer of the Shares; and
no amount has been paid or agreed to be paid, and no benefit has been given, or agreed to be given, to any such person in connection with the services provided by the person in connection with the formation or promotion of Shine, or the Offer of the Shares.

RBS Morgans Corporate Limited has acted as Lead Manager and Underwriter to the Offer. RBS Morgans Corporation Limited will be paid a management and underwriting fee, details of which are disclosed in section 7.2 of this prospectus.

Bell Potter Securities Limited has acted as Co-Lead Manager to the Offer. Bell Potter Securities Limited will be paid a management and selling fee out of the fees payable to the Lead Manager and Underwriter.

McCullough Robertson has acted as legal adviser to the Company in relation to the Offer and has been involved in undertaking due diligence enquiries and providing legal advice in relation to the Offer. McCullough Robertson will be paid an amount of $335,000 in respect of these services.

EYTAS has acted as Investigating Accountant to the Offer and has prepared the Investigating Accountant’s Report and Financial Services Guide in section 6 and performed work in relation to due diligence enquiries. EYTAS will be paid an estimated fee of $15,000 in respect to these services.

Ernst & Young is the Company’s auditor and has conducted a review of certain financial information relevant to this prospectus. Ernst & Young will be paid an estimated fee of $135,000 (GST exclusive) in respect of those services. Further amounts may be paid to Ernst & Young in accordance with their normal time-based charges and in connection with the audit services to be provided.

WHK Audit and Assurance was the Company’s auditor and has conducted a review of certain tax information relevant to this prospectus. WHK Audit and Assurance will be paid an estimated fee of $30,000 (GST exclusive) in respect of those services.

8.4 Interests of Directors

Other than set out above or elsewhere in this prospectus:

no Director or proposed Director of Shine has, or has had in the two years before lodgement of this prospectus, any interest in the formation or promotion of Shine, or the Offer of Shares, or in any property proposed to be acquired by Shine in connection with information or promotion of the Offer of the Shares; and

no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given, to any Director or proposed Director of Shine either to induce him or her to become, or to qualify him or her as a Director, or otherwise for services rendered by him or her in connection with the promotion or formation of Shine or the Offer of Shares.

8.5 Shareholdings

Directors are not required to hold any Shares. The Directors or their associates have a beneficial interest in the following Shares in the Company at the date of this prospectus:

DIRECTOR	SHAREHOLDER	SHARES2
Stephen Roche1	Stephen Roche ATF	65,339,902
	Stephen Roche Trust
Simon Morrison1	Simon Morrison ATF	65,339,902
	Simon Morrison Trust

1 The Founders, together with their respective discretionary trusts, the Roche Trust and the Morrison Trust, have entered into a pre-emption deed to regulate the transfer of their Shares. Under the terms of the deed, if either Founder, or either of their respective discretionary trusts, wants to transfer their Shares they must first offer such Shares to the other Founder.
2 Before selldown by the Vendor Shareholders under the Offer.

One or more of the three non-executive Directors of Shine, Tony Bellas, Carolyn Barker and Greg Moynihan may apply for Shares under the Offer.

8.6 Options

There are no options on issue by the Company.

8.7 Transactions with related parties

Shine has entered into a number of property leases with lessors who are related parties of Shine, being the Founders and entities they control (Founder Related Parties), as shown in the table below. Each of the property leases has been entered into on arm’s length terms.

Murshine Limited as trustee for the Shine Murdoch Services Trust (Service Trust), which is controlled by the Founders, is the lessee of various premises occupied by Shine, including premises owned by the Founder Related Parties. The Service Trust was established when Shine operated as a partnership. It charges Shine at cost for lease payments and various other costs. The aggregate amount paid to the Service Trust for the six months to 31 December 2012 was $654,790, of which $148,276 related to leases in respect of premises owned by Founder Related Parties (identified in the table below where the tenant is listed as the Service Trust). In addition, Shine has entered into leases directly with the Founder Related Parties, the lease costs for which totalled $183,061 for the six months to 31 December 2012 (identified in the table below where the tenant is listed as Shine). The aggregate payments to the Founder Related Parties, including those to the Service Trust which relate to premises owned by the Founder Related Parties, is $331,337 for the six months to 31 December 2012.

		CURRENT
OFFICE	ADDRESS	LANDLORD	TENANT	RELATIONSHIP
Bundaberg	Shop 1, 6 Barolin Street	Tojohage	Shine	Stephen Roche is the sole director and
	Bundaberg QLD 4670	Investments Pty Ltd	Lawyers Ltd	shareholder of Tojohage Investments Pty Ltd.
		as trustee & Binya Park Pty Ltd as trustee		Simon Morrison is the sole director and shareholder of Binya Park Pty Ltd.
Gympie	84 River Road	Tojohage	Service Trust	Stephen Roche is the sole director
	Gympie QLD 4570	Investments Pty Ltd		shareholder of Tojohage Investments Pty Ltd.
		& Binya Park Pty Ltd		Simon Morrison is the sole director and
		as trustee		shareholder of Binya Park Pty Ltd.
Toowoomba,	Ground and First Floor	Kerredan No 21 Pty	Service Trust	Stephen Roche is a director of Kerredan
Kitchener	5 Kitchener Street	Ltd & Binya Park Pty		No 21 Pty Ltd. Stephen Roche and Wendy
Street	Toowoomba	Ltd as trustee		Roche hold 100% of the share capital in
	QLD 4350			Kerredan No 21 Pty Ltd.
				Simon Morrison is the sole director and
				shareholder of Binya Park Pty Ltd.
Townsville	24-28 Ross River Road	Tojohage	Service Trust	Stephen Roche is the sole director and
	Mundingburra	Investments Pty Ltd		shareholder of Tojohage Investments Pty Ltd.
	QLD 4812	as trustee & Binya Park Pty Ltd as trustee		Simon Morrison is the sole director and shareholder of Binya Park Pty Ltd.
Shine	68 Thomas Road	Tojohage	Shine	Stephen Roche is the sole director and
Learning	Upper Lockyer	Investments Pty Ltd	Lawyers Ltd	shareholder of Tojohage Investments Pty Ltd.
Centre		as trustee & Binya Park Pty Ltd as trustee		Simon Morrison is the sole director and shareholder of Binya Park Pty Ltd.
Park Regis	Units 36 & 37	Tojohage	Shine	Stephen Roche is the sole director and
Hotel	293 North Quay	Investments Pty Ltd	Lawyers Ltd	shareholder of Tojohage Investments Pty Ltd.
	Brisbane QLD	as trustee & Binya Park Pty Ltd as trustee		Simon Morrison is the sole director and shareholder of Binya Park Pty Ltd.
Toowoomba	4 Clopton Street	Stephen & Wendy	Shine	Stephen Roche and Simon Morrison are
storage unit	Toowoomba	Roche as trustee &	Lawyers Ltd	trustees and benefciaries of the landlord.
		Simon & Nicole
		Morrison as trustee

The Service Trust has given guarantees and security in favour of CBA for the purpose of securing its and Shine’s bank facilities. As leases entered into by the Service Trust lapse, it is the Board’s intention, subject to an ongoing business need for those leases, to negotiate new leases to be entered into directly by Shine on arm’s length terms.

8.8 Payments to Directors

The Constitution of Shine provides that the Directors may be paid, as remuneration for their services, a sum set from time to time by Shine’s Shareholders in general meeting, with that sum to be divided amongst the Directors as they agree.

The maximum aggregate amount which has been approved by Shine’s Shareholders for payment to the Directors is $500,000 per annum. The current non-executive Directors fees are $120,000 per annum for the Chairman and $80,000 per annum for each of the non-executive Directors.

8.9 Expenses of the Offer

The total estimated expenses of the Offer payable by the Company including ASX and ASIC fees, underwriting fees, accounting fees, legal fees, share registry fees, printing costs, public relations costs and other miscellaneous expenses are estimated to be approximately $1,344,000.

8.10 Privacy

When applying for Shares in the Company, Applicants will be asked to provide personal information to Shine directly, and through the share registry, such as name, address, telephone and fax numbers, tax file number and account details. The Company and the share registry collect, hold and use that personal information to assess Applications, provide facilities and services to Applicants and undertake administration. Access to information may be disclosed by the Company to its agents and service providers on the basis that they deal with such information under the Privacy Act 1988 (Cth). Incomplete applications may not be processed. Under the Privacy Act 1988 (Cth), Applicants may request access to their personal information held by or on behalf of the Company by contacting the share registry.

8.11 Authorisation

This prospectus is issued by the Company and SaleCo. Each Director has consented to the lodgement of this prospectus with ASIC.

Dated 28 March 2013

==> picture [66 x 30] intentionally omitted <==

Tony Bellas Chairman Shine Corporate Ltd

Simon Morrison Director Shine Vendor Sale Co Pty Ltd

HOW TO APPLY

9.1 Description of the Offer

The Offer comprises: (a) a capital raising of $15 million, by way of an issue of 15,000,000 Shares at $1.00 per Share and (b) a $30 million sell down of 30,000,000 Shares at $1.00 per Share by the Vendor Shareholders.

The total number of Shares being offered under this prospectus is therefore 45,000,000, for a total Offer size of $45 million.

The Shares will rank equally in all respects with the Shares held by the Existing Shareholders. The rights and liabilities attaching to all Shares are detailed in the Company’s Constitution. A summary of the Constitution is set out in section 7.1.

9.2 How to apply

Applications may only be made on the Application Form attached to or accompanying this prospectus or in its paper copy form as downloaded in its entirety from www.shine.com.au. Detailed instructions on how to complete the Application Form are set out on the reverse of the Application Form.

The Offer Price is $1.00 per Share. Applications must be for a minimum of 2,000 Shares ($2,000).

Complete a paper copy of the Application Form (the Company will not accept Application Forms electronically) and send it, with payment in Australian currency, by the Closing Date to:

Closing Date to:
Post	Delivery
Lead Manager and	Lead Manager and
Underwriter	Underwriter
RBS Morgans Corporate Limited GPO Box 202 Brisbane QLD 4001	RBS Morgans Corporate Limited Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000
Co-Lead Manager Bell Potter Securities Limited PO Box R234 Royal Exchange NSW 1225	Co-Lead Manager Bell Potter Securities Limited Level 38, Aurora Place 88 Phillip Street Sydney NSW 2000

Cheques or bank drafts must be made payable to ‘Shine – Share Offer’ and should be crossed and marked ‘Not Negotiable’. If you have received a firm allocation of Shares from your broker, please follow the instructions in section 9.5.

9.3 Broker firm applicants

If you have received a ‘firm’ allocation of Shares from your broker, your application and payment procedures will differ in two important respects from those described above:

your application cheque must be made payable to the broker (not to ‘Shine – Share Offer’); and
your completed Application Form and cheque must be delivered to the broker directly (not to the Share Registry).

Applicants who receive a firm allocation of Shares must lodge their Application Form and Application Monies with the relevant broker in accordance with the relevant broker’s directions in order to receive their firm allocation. Your broker will act as your agent in submitting your application.

The Company, the Share Registry and the Lead Manager and Underwriter take no responsibility for any acts or omissions by your broker in connection with your Application, Application Form or Application Monies.

The procedure should be explained to you in further detail by your broker. If you have a firm allocation of Shares and are in any doubt about what action to take, you should immediately contact the broker who has made you the firm offer.

9.4 Allocation of Shares

The Lead Manager and Underwriter, after consultation with the Company will allocate Shares to Applicants under the Offer at its discretion.

It is intended that all Shares will be allocated via a broker firm offer.

Where no allocation is made to a particular Applicant or the number of Shares allocated is less than the number applied for by an Applicant, surplus Application Monies will be returned to that Applicant. No interest will be paid on refunded Application Monies. Any interest earned on Application Monies is the property of the Company.

Successful Applicants will be notified in writing of the number of Shares allocated to them as soon as possible after the Closing Date. It is the responsibility of Applicants to confirm the number of Shares allocated to them prior to trading in Shares. Applicants who sell Shares before they receive notice of the Shares allocated to them do so at their own risk.

If the Company’s application for admission to ASX is denied, or for any reason this Offer does not proceed, all Application Monies will be refunded in full without interest.

Applicants with questions on how to complete the Application Form, or who require additional copies of the prospectus, can contact RBS Morgans Corporate Limited on 1800 777 946, the Company Secretary on 07 3006 6000 or email [email protected] or visit the website www.shine.com.au to download a copy of the prospectus.

9.5 Validity of Application Forms

An Application Form may only be distributed with, attached to or accompany a complete and unaltered copy of this prospectus.

By completing and lodging an Application Form received with this prospectus, the Applicant represents and warrants that the Applicant has personally received a complete and unaltered copy of this prospectus prior to completing the Application Form.

The Company will not accept a completed Application Form if it has reason to believe the Applicant has not received a complete copy of the prospectus or it has reason to believe that the Application Form has been altered or tampered with in any way.

An Application Form is an irrevocable acceptance of the Offer.

9.6 ASX listing

An application will be made to ASX not later than seven days after the date of this prospectus for the Company to be admitted to ASX, and for official quotation of the Shares. Acceptance of the application by ASX is not a representation by ASX about the merits of the Company or the Shares. Official quotation of Shares, if granted, will commence as soon as practicable after the issue of initial shareholding statements to successful Applicants.

It is expected that trading of the Shares on ASX will commence on or about 15 May 2013.

If permission is not granted for official quotation of the Shares on ASX within three months of the date of this prospectus, all Application Monies received will be refunded without interest as soon as practicable in accordance with requirements of the Corporations Act.

9.7 CHESS

The Company will apply for the Shares to participate in CHESS. Applicants who are issued Shares under this Offer will receive shareholding statements in lieu of share certificates. The shareholding statements set out the number of Shares issued to each successful Applicant.

The shareholding statement will also provide details of the Shareholder’s HIN (in the case of a holding on the CHESS sub-register) or SRN (in the case of a holding on the issuer sponsored sub-register).

Shareholders need to quote their HIN or SRN, as applicable, in all dealings with a stockbroker or the Share Registry. Further statements will be provided to Shareholders showing changes in their shareholding during a particular month. Additional statements may be requested at any time, although the Company reserves the right to charge a fee.

9.8 Withdrawal

The Company reserves the right to withdraw the Offer, at any time before the allotment of Shares. If the Offer does not proceed, Application Monies will be refunded. No interest will be paid on any Application Monies refunded as a result of the withdrawal of the Offer.

9.9 Taxation considerations

The taxation consequences of an investment in the Company will depend upon the investor’s particular circumstances. Investors should make their own enquiries about the taxation consequences of an investment in the Company. If you are in doubt as to the course you should follow, you should consult your accountant, stockbroker, lawyer or other professional adviser.

9.10 Foreign selling restrictions

No action has been taken to register or qualify the Shares or the Offer in any jurisdiction outside Australia, or otherwise to permit a public offering of the Shares outside Australia.

This prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, such an offer or invitation would be unlawful. The distribution of this prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Each Applicant warrants and represents that:

(a) the Applicant is an Australian citizen or resident in Australia, is located in Australia at the time of the application and is not acting for the account or benefit of any person in the United States or any other foreign person; and
(b) the Applicant will not offer or sell the Shares in the United States or in any other jurisdiction outside Australia or to a United States person, except in transactions exempt from registration under the US Securities Act 1933 as amended, and in compliance with all applicable laws in the jurisdiction.

GLOSSARY

GLOSSARY
Applicant	A person or entity who submits an Application Form.
Application Form	An application form attached to this prospectus.
Application Money	The money the subject of applications under this prospectus, being the Ofer Price
	multiplied by the number of Shares applied for.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the
	case requires).
ASX Settlement	ASX Settlement Pty Ltd ACN 008 504 532.
ASX Settlement Operating Rules	The ASX Settlement Operating Rules, being the operating rules of the Settlement Facility
	for the purposes of the Corporations Act.
Board	The board of directors of the Company.
CHESS	Clearing House Electronic Subregister System, operated by ASX Settlement.
Closing Date	The date on which the Ofer closes, being 2 May 2013, or another date nominated
	by the Company.
Company or Shine	(a) Shine Corporate Ltd ACN 162 817 905 and, where a reference is made to the
	Company or Shine in the context of events or matters occurring before 2009,
	those references shall be to the partnership through which the legal practice
	was carried on at the relevant time; and
	(b) its Subsidiaries as the context requires.
Constitution	The Constitution of Shine.
Corporations Act	Corporations Act 2001(Cth).
Directors	The directors of the Company.
EBIT	Earnings before interest and income tax.
EBITDA	Earnings before interest, income tax, depreciation and amortisation.
Existing Shareholders	The holders of Shares prior to the date of this prospectus.
EYTAS	Ernst & Young Transaction Advisory Services Limited.
Financial Information	Forecast Financial Information, Historical Financial Information and Pro Forma
	Financial Information.
Forecast Financial Information	Has the meaning set out in section 4.1.3.
Forecast Period	The fnancial years ending 30 June 2013 and 30 June 2014.
Founders	Simon Morrison and Stephen Roche.
FY	The fnancial year ended or ending 30 June.
Group	Shine and its subsidiaries (each a Group Member).
Historical Financial Information	Has the meaning set out in section 4.1.1.
ILP or Incorporated Legal Practice	A corporation that is permitted to provide legal services under the Legal Profession Acts.
Legal Practitioner Director	A director who holds an unrestricted practising certifcate.
Legal Profession Acts	The_Legal Profession Act 2007_(QLD),New South Wales Legal Profession Act 2004
	(NSW),Victoria Legal Profession Act 2004(VIC) and_Western Australia Legal Profession_
	Act 2008(WA).
Listing Rules	Listing rules of ASX.
New Shares	15,000,000 Shares to be issued by Shine under the Ofer.
NPAT	Net proft after tax.
NPBT	Net proft before tax.
Ofer	The ofer of Shares under this prospectus.
Ofer Price	$1.00 per Share.
Pro Forma Financial Information	Has the meaning set out in section 4.1.2.

Pro Forma Transactions	Has the meaning set out in section 4.2.3.
Quotation Date	The frst date Shares are quoted on ASX.
Relevant Jurisdictions	Each State and Territory in Australia in which Shine operates as an ILP, being Queensland,
	New South Wales, Victoria and Western Australia at the date of this prospectus.
SaleCo	Shine Vendor Sale Co Pty Ltd ACN 162 604 515.
Settlement Facility	Has the meaning specifed in the ASX Settlement Operating Rules.
Shareholders	Holders of Shares.
Shares	Fully paid ordinary shares in Shine.
Shine Lawyers	Shine Lawyers Limited ACN 134 702 757.
Subsidiaries	The wholly owned subsidiaries of the Company, Shine Lawyers and Shine NZ Pty Ltd
	ACN 161 758 854.
T2 Project	The project to redevelop Shine’s operational systems and processes with a focus on
	case management. Described in sections 2.7 and 7.5.
Underwriter or Lead Manager	RBS Morgans Corporate Limited ACN 010 539 607.
and Underwriter
Vendor Shareholders	The Existing Shareholders who are selling Shares under this prospectus,
	being the Founders and entities associated with the Founders.
Vendor Shares	30,000,000 Shares to be transferred by SaleCo under the Ofer.
WIP	Work-in-progress.

Broker Code

Adviser Code

ACN 162 817 905

==> picture [29 x 23] intentionally omitted <==

Broker Firm Offer Application Form

This is an Application Form for Shares in Shine under the Broker Offer on the terms set out in the Prospectus dated 28 March 2013. You may apply for a minimum of 2,000 Shares and multiples of 500 thereafter. This Application Form and your cheque or bank draft must be received by your Broker by the deadline set out in their offer to you.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.

Shares applied for Price per Share Application Monies A , , at A$1.00 B A$ , , . (minimum 2,000, thereafter in multiples of 500)

PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 Surname/Company Name C

D

Title First Name	Middle Name
Joint Applicant #2
Surname
Title First Name	Middle Name
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code
First Applicant Joint Applicant #2		Joint Applicant #3
TFN/ABN type – if NOT an individual, please mark the appropriate box	Company	Partnership	Trust	Super Fund

PLEASE COMPLETE ADDRESS DETAILS

PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)

E

Unit Number/Level	Street Number	Street Name
Suburb/City or Town			State	Postcode
Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

F X

Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

Cheques or bank drafts should be drawn up according to the instructions given by your Broker.

	Cheque or Bank Draft Number	BSB			Account Number	Account Number
H			-
				Total Amount A$	,	,	.

LODGEMENT INSTRUCTIONS

You must return your application so it is received by your Broker by the deadline set out in their offer to you.

XXX BRO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Shares to which this Application Form relates are Shine (“Shine”) Shares. Further details about the Shares are contained in the Prospectus dated 28 March 2013 issued by Shine. The Offer Document will expire 13 months after the date of the Offer Document. While the Prospectus is current, Shine will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains important information about investing in the Shares. You should read the Prospectus before applying for Shares.

a Insert the number of Shares you wish to apply for. The Application must be for a minimum of 2,000 Shares and thereafter in multiples of 500. You may be issued all of the Shares applied for or a lesser number.
b Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Shine will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
e Please enter your postal address for all correspondence. All communications to you from Shine and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Shine’s issuer sponsored subregister.
g Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B.
If you receive a firm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions.

CorreCt Forms oF registrable Names

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

type of investor	Correct Form of registration	incorrect Form of registration
individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated bodies/business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

Broker Code

Adviser Code

ACN 162 817 905

==> picture [29 x 23] intentionally omitted <==

Broker Firm Offer Application Form

Shares applied for Price per Share Application Monies A , , at A$1.00 B A$ , , . (minimum 2,000, thereafter in multiples of 500)

PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 Surname/Company Name C

D

Title First Name	Middle Name
Joint Applicant #2
Surname
Title First Name	Middle Name
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code
First Applicant Joint Applicant #2		Joint Applicant #3
TFN/ABN type – if NOT an individual, please mark the appropriate box	Company	Partnership	Trust	Super Fund

PLEASE COMPLETE ADDRESS DETAILS

PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)

E

Unit Number/Level	Street Number	Street Name
Suburb/City or Town			State	Postcode
Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

F X

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

Cheques or bank drafts should be drawn up according to the instructions given by your Broker.

	Cheque or Bank Draft Number	BSB			Account Number	Account Number
H			-
				Total Amount A$	,	,	.

LODGEMENT INSTRUCTIONS

You must return your application so it is received by your Broker by the deadline set out in their offer to you.

XXX BRO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Prospectus contains important information about investing in the Shares. You should read the Prospectus before applying for Shares.

a Insert the number of Shares you wish to apply for. The Application must be for a minimum of 2,000 Shares and thereafter in multiples of 500. You may be issued all of the Shares applied for or a lesser number.
b Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Shine will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
e Please enter your postal address for all correspondence. All communications to you from Shine and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Shine’s issuer sponsored subregister.
g Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B.
If you receive a firm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions.

CorreCt Forms oF registrable Names

type of investor	Correct Form of registration	incorrect Form of registration
individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated bodies/business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

==> picture [596 x 448] intentionally omitted <==

CORPORATE DIRECTORY

Company

Shine Corporate Ltd ACN 162 817 905 Level 6, 30 Makerston Street Brisbane QLD 4000 www.shine.com.au

Directors

Tony Bellas Carolyn Barker AM Greg Moynihan Stephen Roche Simon Morrison

Lead Manager and Underwriter to the Offer

RBS Morgans Corporate Limited Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000 www.rbsmorgans.com.au

Co-Lead Manager

Bell Potter Securities Limited Level 38, Aurora Place 88 Phillip Street Sydney NSW 2000 www.bellpotter.com.au

Investigating Accountant

Ernst & Young Transaction Advisory Services Limited Level 51 , 111 Eagle Street Brisbane QLD 4000 www.ey.com/AU/en/home

Lawyers to the Offer

McCullough Robertson Level 11, Central Plaza Two 66 Eagle Street Brisbane QLD 4000 www.mccullough.com.au

Company Secretaries

John George Craig Thompson

Share Registry

Link Market Services Limited Level 15, 324 Queen Street Brisbane QLD 4000 Phone: 1300 554 474 Fax: +61 2 9287 0303 www.linkmarketservices.com.au

Auditor

Ernst & Young Level 51 , 111 Eagle Street Brisbane QLD 4000 www.ey.com/AU/en/home

==> picture [596 x 441] intentionally omitted <==

==> picture [126 x 40] intentionally omitted <==

AI assistant

SHINE JUSTICE LTD — Capital/Financing Update 2013

65787_rns_2013-04-21_dd416bfb-ac57-4d5a-9ec5-7fd283b8af67.pdf

IMPORTANT NOTICES

GENERAL

ELECTRONIC PROSPECTUS

EXPOSURE PERIOD

CURRENCY

AUSTRALIAN RESIDENTS ONLY

PHOTOGRAPHS AND DIAGRAMS

DEFINED TERMS

CONTENTS

LETTER FROM THE CHAIRMAN

INVESTMENT SUMMARY

1.1 Summary offer details

1.2 Key dates

1.3 Summary financial information

1.4 Debt funding

1.5 Purpose of the Offer and use of funds

1.6 Capital structure post completion of the Offer

1.7 Business model summary

1.8 Dividend policy

1.9 Directors and management

Important notice

1.10 Key risks summary

COMPANY OVERVIEW

2.1 Introduction

– always stand up for the little guy

– ahead of the pack

– dare to be different.

A NATIONAL FIRM WITH A LOCAL FOCUS

THE GROWTH OF SHINE

2.2 The industry

RECENT TRENDS IN DAMAGES BASED PLAINTIFF LITIGATION IN AUSTRALIA

2.3 Practice areas

2.4 Shine’s people

2.5 Clients

2.6 Case selection

Case selection process

2.7 Case management

2.8 Growth

Revenue growth ($m): organic and acquisitions FY10 – FY14

2.9 Acquisition strategy

SHINE’S GROWTH 1976 – 2013

Erin Brockovich

2.10 International opportunities

UNITED KINGDOM

USA

RISK WORLDWIDE

2.11 Social responsibility and community

2.12 Regulatory framework

INCORPORATED LEGAL PRACTICE

REGULATION OF FEES

REGULATION OF PERSONAL INJURY ADVERTISING

NON-COMPLIANCE WITH REGULATIONS

REGULATORY REFORMS

OWNERSHIP, MANAGEMENT AND CORPORATE GOVERNANCE

3.1 Shine corporate structure

3.2 Board of directors

TONY BELLAS

BEcon, DipEd, MBA, FAIM, MAICD, ASA Independent Chairman and Non-Executive Director

CAROLYN BARKER AM

GREG MOYNIHAN

STEPHEN ROCHE

SIMON MORRISON

LLB Managing Director

3.3 Management team

JODIE WILLEY

JOHN GEORGE

LISA FLYNN

SIMON BUTTON

JACINTA GILES

STEPHEN DEANE

GRANT DEARLOVE

LLB, LLM, MBA, GDip Applied Corporate Governance AICS, FAIM Special Practice Areas Partner

STUART MACLEOD

JAMES CHRARA

3.4 Responsibility of the Board

SCOPE OF RESPONSIBILITY OF BOARD

COMPOSITION OF BOARD

SHINE JUSTICE LTD Capital/Financing Update 2013