GLOBAL CONSTRUCTION SERVICES LIMITED

Prospectus for the Offer of 20,000,000 Shares at $1.00 per Share to raise $20.0 million

ISSUER:

GLOBAL CONSTRUCTION SERVICES LIMITED ACN: 104 662 259

LEAD MANAGER AND UNDERWRITER:

ABN: 25 006 390 772

Important Information

Important Notice

This Prospectus is dated 6 July 2007 and was lodged with the Australian Securities and Investment Commission (ASIC) on that date. ASIC and ASX Limited (ASX) take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. Global Construction Services Limited (GCS or the Company) will apply for the Shares offered by this Prospectus to be listed for quotation by the ASX within seven days following the date of this Prospectus. No Shares will be issued on the basis of this Prospectus later than 12 months after the date of this Prospectus.

Before deciding to invest in GCS, potential investors should read the entire Prospectus. In considering the prospects for GCS, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of GCS. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial advisor before deciding to invest.

Timetable

6 July 2007
13 July 2007
16 July 2007
3 August 2007
7 August 2007
10 August 2007
17 August 2007

These dates are indicative only. GCS, in consultation with the Underwriter, has the right to vary these dates without notice.

Electronic Prospectus

This Prospectus (excluding the Application Form during the Exposure Period) may be viewed in electronic form at www.gcs-group.net or www.bellpotter.com.au by Australian investors only. Persons who receive the electronic form of the Prospectus should ensure that they download and read the entire Prospectus. The Offer constituted by this Prospectus in electronic or paper form is not available to investors in any other jurisdiction. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by calling the Share Registry. The information on www.gcs-group.net does not form part of this Prospectus.

Applications may only be made on printed copies of the Application Forms attached to or accompanying the Prospectus, unless otherwise directed by the Underwriter. The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of the Prospectus or a complete and unaltered electronic copy of the Prospectus.

Applications

The Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of this Prospectus. The Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. Applications under the Offer must be made by completing a paper copy of the Application Form included in this Prospectus. GCS will not accept a completed Application Form if it has reason to believe that the Applicant has not received a Prospectus or if it has reason to believe that the Application Form has been altered or tampered with in any way.

Exposure Period

Under the Corporations Act, GCS is not permitted to process Applications in the period of seven days after the date of lodgement of this Prospectus with ASIC. ASIC may extend this period for up to a further seven days. The Exposure Period enables the Prospectus to be examined by market participants prior to the raising of funds. No preference will be conferred on Applications received during the Exposure Period.

Defi nitions and Glossary

Certain terms and abbreviations used in this Prospectus have defi ned meanings, which are explained in the Glossary of Terms in Section 11. The fi nancial amounts in this Prospectus are expressed in Australian dollars unless otherwise stated. References to time are to Western Standard Time (WST) unless stated otherwise.

Fully Underwritten Offer

This Offer is fully underwritten by the Underwriter in accordance with the Underwriting Agreement. The Underwriting Agreement is summarised in Section 10. Provided the Underwriting Agreement is not terminated, the Offer will raise $20.0 million.

Proceeds raised are intended to part fund the acquisition of plant and equipment utilised by CASC, to allow Vendor Shareholders to realise a portion of their investment, for working capital purposes, to reduce existing debt and to pay certain costs of the Offer.

Disclaimer

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company or the Directors.

Privacy

If you apply for Shares, you will provide personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration.

Corporations and tax laws require some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed effi ciently, or at all.

The Company and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth) (Privacy Act):

The Underwriter in order to assess your Application;
The Share Registry for ongoing administration of the register; and
The printers and the mailing house for the purposes of preparation and distribution of Holding Statements and for handling of mail.

Under the Privacy Act, you may request access to your personal information held (or on behalf of) the Company or the Share Registry. You can request access to your personal information by writing to the Company through the Share Registry at:

Computershare Investor Services GPO Box D182 Perth Western Australia 6840

Offer Restrictions

The Offer contained in this Prospectus is available to Australian residents. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and therefore persons who obtain this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or any person whom, it would be unlawful to make such an offer or invitation.

No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. In particular, the Shares have not been, and will not be, registered under the US Securities Act of 1993 as amended ("US Securities Act"), and may not be offered, sold or resold:

(i) in the United States or to, or for the account or benefi t of, US Persons (as defi ned in Rule 902 under the US Securities Act) except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws; and
(ii) outside the United States, except to non-US persons in offshore transactions in compliance with Regulation S under the US Securities Act.

Key Offer Statistics

Offer Price per Share	$1.00
Shares to be offered for subscription in this Offer	20,000,000
Market capitalisation at the Offer Price on the Listing Date	$65,328,058
Options on issue following the Offer	1,100,000

It is anticipated that under the Employee Share and Option Plan 1,100,000 Options will be issued at the time of listing. The proposed issue of these Options is discussed in Section 10.5.

For the Forecast FY2008

Basic EPS (cents)	12.5c
Price earnings ratio at Offer Price (times)	8.0x
Enterprise value/EBITDA (times)	4.1x
Enterprise value/EBIT (times)	5.2x
Dividend yield (fully franked)	6.25%

Key Dates

Opening Date	16 July
Closing Date	5.00pm WST, 3 August
Expected dispatch of holding statements	10 August
Expected Listing Date	17 August

These dates are indicative only. GCS, in consultation with the Underwriter has the right to vary these dates without notice.

Before deciding to buy Shares, prospective Applicants should read the entire Prospectus and, in particular, should consider the assumptions underlying the prospective fi nancial information, the Directors' Forecasts and the risk factors that could affect the future fi nancial performance of the Company.

Key Investment Highlights

The benefits of investing in the Company include investing in a Company with:

A strong position in the Western Australian construction services industry
Exposure to the Western Australian construction industry
A diverse customer base, including a number of established relationships with major customers
A strategy of expanding the range of services it provides and marketing these to existing and new customers
Consolidation opportunities in a fragmented sector and a history of successfully undertaking acquisitions
A strong and experienced management team

Key Investment Risks

A downturn in the Western Australian construction industry
Reliance on key management, including the Managing Director
Reliance on a key customer
Contractual risks including fixed price nature, contract terms, pricing risk and impact of work delays
Integration and operational risk
Increased competition from new and existing competitors
Labour constraints and rising labour costs
Acquisition risk

Refer to Section 7 for a description of risk factors that could affect the business, financial condition or results of operations of GCS. Prospective Applicants should read the entire Prospectus before applying for Shares under the Offer.

Questions and Answers
Chairman's Letter	7

1.Offer Summary	8
2.Details of the Offer	12
3.The Business	20
4.Industry Overview	30
5.Board and Management	34
6.Financial Information	40
7.Risk Factors	64
8.Investigating Accountant's Report	68
9.Investigating Accountant's Review	72
10.Additional Information	78
11.Glossary of Terms	102
12.Application Forms	105

Corporate Directory Inside Back Cover

Questions and Answers

Question	Answer	Relevant Section
What is GCS andwhat does it do?	The GCS Group was established in Western Australia in2003 with the aim of becoming a diversified constructionservices company. The Group currently provides productssuch as scaffolding, formwork, material hoists, temporaryaccommodation and chemical toilets, together withrelated labour services. The Group services customersin the residential, commercial and industrial sectors of theconstruction industry.	Section 3.1
	The GCS Group hires equipment to its customers undercontract and offers services such as design and engineeringand the erection and dismantling of equipment. The Groupalso sells a range of its products.
	As a result of its new acquisition, CASC, the Group also actsas a sub-contractor to large construction companies underlong-term agreements involving the provision of formwork (andcertain other services) for major projects together with labourservices that typically extend across the life of the projects.
What is beingoffered?	20.0 million Shares are being offered under this Prospectus,representing approximately 31% of the Shares in theCompany at the completion of the Offer. The total Offersize is $20.0 million.	Section1.2 and 2.1
	The Offer consists of the issue of 18.7 million new Shares toraise $18.7 million and the sale of 1.3 million Shares by theVendor Shareholders.
What is theOffer Price?	The Offer Price is $1.00 per Share.	Section 2.1
What is theOffer structure?	The Offer will be structured in two parts:•the Retail Offer, which includes the Broker Firm Offer, theEmployee Priority Offer and the General Public Offer,being offers to Retail Investors in Australia; and•the Institutional Offer, which consists of an invitation to bidfor Shares made to Institutional Investors in Australia.	Sections2.3 to 2.6
How will theproceeds of theOffer be used?	Proceeds raised are intended to part fund the acquisition ofplant and equipment utilised by CASC, to allow the VendorShareholders to realise a portion of their investment, forworking capital purposes, to reduce existing debt and to paycertain costs of the Offer.	Section 1.5

Question	Answer	Relevant Section
What is the purposeof the Offer?	The purpose of the Offer is to:•allow the Vendor Shareholders to realise a portion oftheir investment;	Section 1.5
	•achieve a listing on ASX, broaden the Shareholder baseand provide a liquid market for Shares in the Company;
	•provide the broader business benefits of increasedvisibility, transparency and credibility that arise frombeing a listed entity;
	•provide the Company with ongoing access to the capitalmarkets to fund future growth opportunities and provideincreased financial flexibility; and
	•assist the Company in attracting and retaining quality staff.
What is the minimum/maximum applicationunder the Offer?	The minimum application amount is for 2,000 Sharesat $1.00. Additional Shares can be applied for in multiplesof 500 Shares.	Section 2.4
	There is no maximum amount that may be applied for inrespect of the Offer. The Company and the Underwriterreserve the right to accept or reject Applications in fullor in part.
Is the Offerunderwritten?	Bell Potter Securities Limited is underwriting the Offer. Subjectto the terms of the Underwriting Agreement, the Underwriterwill subscribe for any shortfall in Applications for the Shares sothat the full amount of the Offer is raised.	Section 2.7
What will the marketcapitalisation of theCompany be uponlisting on the ASX?	The undiluted market capitalisation is expected to beapproximately $65.3 million based on the Offer Price.	Key OfferStatistics
What are the keydates of the Offer?	Opening Date of the Offer16 July 2007Closing Date of the Offer5.00pm WST, 3 August 2007Dispatch of Holding Statements10 August 2007Listing of Shares on ASX17 August 2007	Section 2.1
	These dates are indicative only. The Company, in consultationwith the Underwriter, reserves the right to vary the dates andtimes of the Offer, which include closing the Offer early, withoutprior notice.
What are the benefi tsof investing in the	The benefits of investing in the Company include investing in aCompany with:	Section 3
Company?	•A strong position in the Western Australian constructionservices industry
	•Exposure to the Western Australian constructionservices industry
	•A diverse customer base, including a number ofestablished relationships with major customers
	•A strategy of expanding the range of services it providesand marketing these to existing and new customers
	•Consolidation opportunities in a fragmented sector and ahistory of successfully undertaking acquisitions
	•A strong and experienced management team

Questions and answers (Continued)

Question	Answer	Relevant Section
What are the keyrisks of investing inthe Company?	Key risks of investing in the Company include but may notbe limited to:•A downturn in the Western Australian construction industry•Reliance on key management, including theManaging Director•Reliance on a key customer•Contractual risks including fixed price nature, contractterms, pricing risk and impact of work delays•Integration and operational risk•Increased competition from new and existing competitors•Labour constraints and rising labour costs•Acquisition risk	Section 7
What are the costsof the Offer and whois paying them?	The net fees and costs of the Offer, which will be borne by theCompany, are estimated at $1.4 million and include costs ofunderwriting, legal, accounting, corporate advisory, ASIC andASX costs and other costs arising from this Prospectus andthe Offer.	Section 10.12
When will I receivedividends?	Dividends, to the extent they are paid, are expected tobe payable for the period from Listing until 30 June 2008.Dividends, if applicable, are expected to be declared for thehalf year periods to December and full year period to June.The first interim dividend for the period from Listing until31 December 2007 is expected to be paid in March 2008.	Section 1.6
Will there be adividend reinvestmentplan?	The Directors have approved a Dividend Reinvestment Plan,however it will only commence operation from a date to bedetermined by the Directors.	Section 10.6
What are the taximplications ofinvesting in theCompany?	The taxation implications of investing in GCS Shares willdepend on an investor's individual circumstances. Applicantsshould obtain their own tax advice or financial planning priorto investing.
How do I applyfor Shares?	Applications for Shares can be made as set out in Section 2Section 2of this Prospectus and by completing the Application Form.
What is theallocation policy?	Allocation priorities apply to various components of the Offer.You should consider these priorities before applying for Shares.The Company, in consultation with the Underwriter, reservesthe right to reject any Application.	Section 2.6
When will I receiveconfi rmation that myApplication has beensuccessful?	Holding Statements, confirming Applicants' allocations underthe Offer, are expected to be dispatched to Shareholders on10 August 2007.	Section 2.1
How can I obtainfurther information?	By speaking to your accountant, stockbroker or otherprofessional adviser.	Section 1.8
Contact details	For further contact details, see the Corporate Directory at theback of this Prospectus.

Chairman's Letter

Dear Investor,

On behalf of the Board of Directors, I am pleased to offer you the opportunity to invest in GCS, a leading construction services company in Western Australia.

The GCS Group was established in 2003 in Western Australia with the aim of creating a business that offers a diverse range of products and services to support customers in the construction industry. To achieve this aim, GCS and its shareholders have brought together a number of established businesses involved in the provision of a wide range of construction services. The GCS Group is currently involved in the provision of equipment such as scaffolding, formwork, material hoists, temporary accommodation and chemical toilets together with a range of related labour and design services. These products and services are provided to a wide range of customers involved in residential, commercial and industrial construction.

The Group has further expanded its capabilities through the recent acquisition of CASC, which provides formwork for major projects undertaken by large construction companies. CASC provides its products under long-term agreements and supports them with a range of labour services that typically extend across the life of a project. The Directors believe that CASC will be an important contributor to the Group going forward.

The GCS Group is well positioned to benefi t from the position it has established in the Western Australian construction services industry. The Company will continue to pursue a strategy of expanding the range of products and services it provides to its established customer base and to new customers, either through further acquisitions or through its own organic growth. While the Company will continue to focus primarily on servicing the Western Australian construction industry, it will also explore opportunities to expand geographically or provide further products and services to customers involved in other areas such as the maintenance sector.

GCS is led by an experienced management team who will continue to hold a signifi cant shareholding in the Company following the Offer, signifying their commitment to GCS.

This Offer is for 20.0 million Shares in GCS at $1.00 per Share to raise gross proceeds of $20.0 million. The Offer consists of the issue of 18.7 million new Shares to raise $18.7 million and the sale of 1.3 million Shares by the Vendor Shareholder. New funds raised will be used to acquire equipment used by CASC, to reduce existing debt, for working capital purposes and to pay certain costs of the Offer.

Detailed information regarding the Offer and the operations of GCS, as well as a number of risks of investing in the Shares, are outlined in the Prospectus. I encourage you to read the Prospectus in its entirety before making a decision to invest.

Together with my fellow Board members, I look forward to welcoming you as a shareholder of GCS.

Yours faithfully,

Neil Kidd Chairman

Offer Summary 1

1. Offer Summary

This section provides an overview of the Offer. It is intended that this section is to be read in conjunction with the remainder of the Prospectus.

1.1 Business Overview

The GCS Group was established in Western Australia in 2003 with the aim of becoming a diversified construction services company. The Group currently provides products such as scaffolding, formwork, material hoists, temporary accommodation and chemical toilets, together with related labour services. The Group services customers in the residential, commercial and industrial sectors of the construction industry.

The GCS Group hires equipment to its customers under contract and offers services such as design and engineering and the erection and dismantling of equipment. The Group also sells a range of its products.

As a result of its new acquisition, CASC, the Group also acts as a sub-contractor to large construction companies under long-term agreements involving the provision of formwork (and certain other services) for major projects together with labour services that typically extend across the life of the projects.

The GCS Group's future strategy involves taking advantage of the position it has established in the construction services industry by looking to expand the range of products and services it provides to its established customer base and to new customers. While the Group will continue to focus primarily on servicing the Western Australian construction industry, it will also explore opportunities to diversify into related industries and industry sectors such as the maintenance sector and to expand geographically. This strategy will be undertaken through further acquisitions and through the Group's own organic growth.

1.2 The Offer

This Prospectus invites Applicants to apply for a total of 20.0 million Shares in GCS at $1.00 per Share to raise gross proceeds of $20.0 million. The Offer consists of the issue of 18.7 million new Shares to raise $18.7 million and the sale of 1.3 million Shares by the Vendor Shareholder. All of the Shares offered under this Prospectus will rank equally with Shares already on issue in GCS, in accordance with the rights attaching to Shares summarised at Section 10.

1.3 Key Offer Statistics

The following table sets out the key offer statistics based on the Offer Price.

	FY2008
Market capitalisation on the Listing Date	$65.3m
Enterprise value 1	$61.9m
Basic EPS (cents) 2	12.5c
Price earnings ratio at Offer Price (times) 3	8.0x
Enterprise value/EBITDA FY2008 (times)	4.1x
Enterprise value/EBIT FY2008 (times)	5.2x
Annualised dividend yield (fully franked) 4	6.25%

Notes

1. Market capitalisation plus pro-forma net debt (includes all interest bearing borrowings)
2. Earnings per Share, being forecast net profit after tax, divided by undiluted Shares outstanding on completion of the Offer
3. Offer Price divided by EPS
4. Estimated dividends per Share divided by Offer Price

1. Offer Summary (Continued)

1.4 Summary Financials

The following outlines the summary consolidated statement of fi nancial performance for GCS.

A$'000	Actual12 monthsended30 June2006	Actual8 monthsended28 February2007	Forecast12 monthsending30 June2007	Pro-formaforecast12 monthsending30 June 2007	Forecast12 monthsending30 June2008
Revenue fromcontinuing operations	11,873	19,806	32,874	51,415	52,211
Gross profi t	7,641	11,262	20,819	29,459	29,993
EBITDA	3,926	7,430	10,925	16,265	15,262
EBIT	3,179	5,267	7,644	12,824	12,017
NPAT attributableto members	1,744	3,105	4,778	8,359	8,166
Gross margin (%)	64.4%	56.9%	63.3%	57.3%	57.5%
EBITDA margin (%)	33.1%	37.5%	33.2%	31.6%	29.2%

The key assumptions underlying the Historical Financial Information and the Directors' Forecasts are set out in Section 6 of this Prospectus. Note that the Historical Financial Information has been subject to an audit review which is not an audit. This is discussed in Section 6.1 and 7.2.9.

1.5 Use of Proceeds and Purpose of the Offer

The Company intends to apply the gross proceeds of the Offer as set out in the following table.

Source	$ million	Application	$ million
Issue of new Shares	18.7	Working capital	9.8
Sell down of Shares byVendor Shareholders	1.3	Final payment for acquisition ofequipment used by CASC	6.0
		Proceeds for the VendorShareholders	1.3
		Retire existing debt	1.5
		Costs of the Offer	1.4
Gross proceeds	20.0	Application of funds	20.0

It is anticipated that the Offer will also:

broaden the Shareholder base and provide a market for the Shares;
provide the broader business benefi ts of increased visibility, transparency and credibility that arise from being a listed entity;
provide the Company with ongoing access to the capital markets to fund future growth opportunities and provide increased fi nancial fl exibility; and
assist the Company in attracting and retaining quality staff.

The Directors consider that, following completion of the Offer, the Company will have suffi cient working capital to fund its stated business objectives.

1.6 Dividend Policy

The Directors expect that the Company will pay fully franked dividends totalling 6.25c per Share for FY2008 subject to achieving the FY2008 forecast and the considerations below. If these dividends are paid, they will consist of an interim dividend for the period from Listing until 31 December 2007 paid in March 2008 and a fi nal dividend for the period from 1 January 2008 to 30 June 2008 paid in October 2008.

Subject to the considerations set out below, the Directors currently intend to maintain a dividend payout ratio of 40% to 60% of net profi t after tax following FY2008 and it is intended that dividends are franked to the fullest extent possible.

The payment of dividends by the Company in the future, including any dividends for FY2008 will be at the complete discretion of the Directors and will depend upon the availability of distributable earnings and the Company's franking credit position, operating performance against the Directors' Forecasts, approval from primary fi nanciers, available cashfl ow, fi nancial condition, outlook, taxation position, future capital requirements or acquisitions as well as general business and fi nancial conditions and any other factors the Directors may consider relevant. Therefore, the Directors can give no assurance regarding the payment or level of dividends, the level of franking of such dividends or the extent of payout ratios for FY2008 or for any future period.

1.7 Business and Investment Risks

An investment in GCS has a number of specifi c risk factors that may affect the operating performance of the Company. These include, but may not be limited to:

A downturn in the Western Australian construction industry
Reliance on key management, including the Managing Director
Reliance on a key customer
Contractual risks including fi xed price nature, contract terms, pricing risk and impact of work delays
Integration and operational risk
Increased competition from new and existing competitors
Labour constraints and rising labour costs
Acquisition risk

These risks are discussed in further detail in Section 7, together with further general risks inherent in an investment in the Company.

1.8 Enquiries

This Prospectus provides information for potential investors in GCS and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in GCS, please contact your stockbroker, accountant or independent fi nancial advisor.

1.9 Foreign Investors

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

The Prospectus does not constitute an offer or invitation in any place in which, or to whom, it would be unlawful to make such an offer or invitation. 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. It is the responsibility of any Applicants who are citizens or residents of jurisdictions outside of Australia to ensure compliance with all laws of any jurisdiction which are relevant to their Applications.

Details of

2. Details of the Offer

2.1 Description of the Offer and Timing

This Prospectus invites Applicants to apply for a total of 20.0 million Shares in GCS at $1.00 per Share to raise gross proceeds of $20.0 million. The Offer consists of the issue of 18.7 million new Shares to raise $18.7 million for the Company and the sale of 1.3 million Shares by the Vendor Shareholder. Completion of the sale of Shares by the Vendor Shareholder is subject to confirmation from the ASX that the escrow will not apply to the Shares being sold. All of the Shares offered under this Prospectus will rank equally with Shares already on issue in GCS, in accordance with the rights attaching to Shares summarised at Section 10.

The timetable for the Offer is set out below. These dates are indicative only. The Directors (in consultation with the Underwriter) reserve the right to:

close the Offer early without prior notice; or
vary any of the important dates set out in this Prospectus, including extending the Offer Period.

Date of Prospectus	6 July 2007
Opening Date of Offer	9.00am, WST, 16 July 2007
Closing Date of Offer	5.00pm, WST, 3 August 2007
Dispatch of Holding Statements	10 August 2007
Quotation of Shares on ASX	17 August 2007

2.2 Capital Structure

The table below sets out the ownership of Shares and Options before the Offer and immediately following the Offer.

Shares	Number before the Offer	%	Number after the Offer	%
Held by ExistingShareholders	46,628,058	100.0%	45,328,058	69.4%
New Shareholders	-	-	20,000,000	30.6%
Total Shares	46,628,058	100.0%	65,328,058	100.0%
Options	-		1,100,000
Total Options	-		1,100,000

2.3 Structure of the Offer

The Offer comprises:

A Retail Offer, which consists of:
- a Broker Firm Offer, only open to Australian resident investors who have received a firm allocation from their Broker;
- a Employee Priority Offer, open to Eligible Employees; and
- a General Public Offer, only open to Australian resident Retail Investors.
An Institutional Offer which consists of an invitation to bid for Shares made to Institutional Investors in Australia.

The Offer is fully underwritten by Bell Potter Securities Limited.

Successful Applicants will be allotted or transferred Shares at the Offer Price.

All Shares being offered under this Prospectus will rank equally with each other and the Shares on issue at the date of this Prospectus.

2. Details of the Offer (Continued)

2.4 The Retail Offer

An Application made in respect of the Retail Offer is an offer by the Applicant to subscribe for Shares and, to the extent permitted by law, is irrevocable.

A Retail Offer Applicant must have a registered address in Australia and must provide the information requested on the applicable Application Form.

Who can apply under the Retail Offer?

Broker Firm Offer

The Broker Firm Offer is only open to Australian resident Retail Investors who have received a firm Allocation from their Broker. Where an Applicant has been offered a firm Allocation by a Broker, they will be treated as a Broker Firm Applicant in respect of that allocation.

Employee Priority Offer

The Employee Priority Offer is only open to Eligible Employees.

Eligible Employees should note that the Employee Priority Offer only entitles an Eligible Employee to receive a guaranteed allocation of up to 2,000 Shares at the Offer Price. The Employee Priority Offer:

does not entitle Eligible Employees to receive Shares for free or at a discount to the Offer Price; and
does not involve the issue of Shares under any employee option plan.

Funding assistance will be offered to Eligible Employees by GCS (see Section 10.3).

Eligible Employees may only subscribe for or buy Shares under the Employee Priority Offer for their own account and not for the account or benefit of any other person.

There is no maximum value of Shares which may be applied for under the Employee Priority Offer. However, Eligible Employees will only be guaranteed an allocation of up to 2,000 Shares. Any amount over 2,000 Shares will be subject to the discretion of GCS (in consultation with the Underwriter). For further details on the allocation of Shares refer to Section 2.6.

General Public Offer

The General Public Offer is open to Australian resident Retail Investors only, and does not include the Broker Firm Offer or Employee Priority Offer. The Underwriter and the Company reserve the right in their absolute discretion to not issue any Shares to Applicants under the General Public Offer.

How do I Apply under the Retail Offer?

Applications in the Broker Firm, Employee Priority and General Public Offers can only be made by completing and lodging the Application Form accompanying this Prospectus. The Application Form contains detailed instructions on how it is to be completed. An Application Form must be accompanied by a cheque in Australian dollars drawn on an Australian branch of a financial institution, crossed "not negotiable" and made payable to "GCS Limited IPO". Payment for the Shares must be made in full at the Offer Price of $1.00 for each Share subscribed. Applications which do not meet these requirements may be refused at the discretion of the Directors in consultation with the Underwriter.

Applicants should ensure that sufficient funds are held in the relevant account(s) to cover your cheque(s). If the amont of your cheque(s) for Application Monies (or the amount for which those cheques clear in time for the allocation) is insufficient to pay for the amount you have applied for, you may be taken to have applied for such lower amount as your cleared Application Monies will pay for (and to have specified that amount in your Application Form) or your Application may be rejected.

Completed Application Forms and Application Money must be received before 5.00pm WST on the Closing Date of the Offer. The minimum Application is for 2,000 Shares at $1.00 each. Additional Shares can be applied for in multiples of 500 Shares.

Broker Firm Offer

Broker Firm Offer Applicants 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.

If you elect to participate in the Broker Firm Offer, your Broker will act as your agent in submitting your Application Form and Application Money to the Share Registry (which receives them on behalf of GCS). It is your Broker's responsibility to ensure that your Application Form and Application Money are submitted to the Underwriter before 5.00pm WST on the Closing Date.

Employee Priority Offer

Completed Application Forms (stamped by the Company) and accompanying cheques should be lodged in the same way as Applicants under the General Public Offer.

General Public Offer

Completed Application Forms in the General Public Offer and accompanying cheques should be lodged at the following address as soon as practicable after the Opening Date:

By mail to:

Computershare Investor Services Pty Ltd GPO Box D182 Perth Western Australia 6840

By hand to:

Computershare Investor Services Pty Ltd Level 2, 45 St George's Terrace Perth Western Australia 6000

2.5 The Institutional Offer

The Institutional Offer consists of an invitation to certain Institutional Investors in Australia to apply for Shares under this Prospectus.

Application procedures for Institutional Investors have been advised by the Underwriter.

The Underwriter, in agreement with the Company, reserves the right to vary the dates and/or times of the Institutional Offer without notice.

2. Details of the Offer (Continued)

2.6 Allocation

The Company expects to announce the allocation of Shares on or about 3 August 2007. Applicants who sell Shares before receiving an initial Holding Statement do so at their own risk.

Allocation Policy

Subject to the allocation priorities described below, the Underwriter, in consultation with the Company, has an absolute discretion regarding the allocation of Shares under the Offer and, save as set out below, may reject an Application or allocate fewer Shares than applied for at its absolute discretion. This discretion includes the split of allocations between the Retail Offer and Institutional Offer (subject to any fi rm allocations under the Broker Firm Offer).

No Applicant under the Offer, or bidder under the Institutional Offer, has any assurance of being allocated all or any Shares applied for (other than any fi rm allocation of Shares offered to a Broker Firm Applicant and Eligible Employees to a guaranteed minimum allocation of 2,000 Shares at the Offer Price).

Subject to the principles described below, allocation of the Shares between the constituent parts of the Offer and investors within those constituent parts will be by the Underwriter in consultation with the Company.

The allocation policy will be infl uenced by the following factors:

the number of Shares applied for;
the overall level of demand under the Retail Offer and Institutional Offer;
the desire for a wide spread of investors including Institutional Investors; and
the desire for an informed and active market for trading Shares following the completion of the Offer.

Allocations under the Broker Firm Offer

Shares which have been allocated to Brokers for allocation to their Australian resident Retail Investors will be issued to Broker Firm Applicants nominated by those Brokers. It will be a matter for Brokers as to how they allocate fi rm Shares among their Retail Investors.

Allocations under Employee Priority Offer

Eligible Employees are entitled to receive a guaranteed minimum allocation of 2,000 Shares at the Offer Price (or such lower amount applied for) and an Application in the General Public Offer with respect to any amount applied for in excess of 2,000.

Allocations under the Employee Priority Offer will be at the absolute discretion of GCS.

Allocations under the General Public Offer

The Underwriter, in consultation with the Company, reserves the right to reject any Application or to allocate a lesser amount than that applied for or to allocate no Shares to Applicants in the General Public Offer. If an Application is not accepted or accepted in part only, the relevant part of the Application Money will be refunded. Interest will not be paid on Application Money or monies refunded.

Allocations under the Institutional Offer

The Underwriter, in consultation with the Company, will have absolute discretion regarding the basis of allocation of Shares in the Institutional Offer.

Details of the arrangements for notifi cation and settlement of allocations applying to participants in the Institutional Offer will be provided to participants by the Company.

Allocation Priority

1. Broker Firm Offer
1. Employee Priority Offer
1. Institutional Offer
1. General Public Offer

2.7 Underwriting Agreement

The Underwriter has agreed to underwrite and manage the Offer on the terms of the Underwriting Agreement. Details of the material terms of the Underwriting Agreement are set out in Section 10.2.1 of this Prospectus. GCS will pay the Underwriter's fees and expenses from the proceeds of the Offer on the terms of the Underwriting Agreement. The Underwriter has reserved the right to procure any person to sub-underwrite any portion of the Offer. The Underwriter may terminate the Underwriting Agreement if any of the events specifi ed in Section 10.2.1 occur.

2.8 ASX Listing

The Company will apply for all the Shares (subject to the ASX Listing Rules) to be listed for quotation by ASX within seven days of the date of this Prospectus.

The fact that ASX may admit GCS to the Offi cial List is not to be taken in any way as an indication of the merits of GCS or of the Shares offered by this Prospectus. Quotation, if granted, of the Shares offered by this Prospectus will commence as soon as practicable after the issue of holding statements to successful Applicants.

If ASX does not grant permission for the offi cial quotation of the Shares within three months after the date of issue of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued unless ASIC grants the Company a modifi cation or exemption permitting such allotment or issue.

If no allotment or issue is made, all monies paid on Application for the Shares will be refunded without interest within the time required under the Corporations Act.

2.9 Escrow Arrangements

Existing Shareholders of GCS have entered into escrow arrangements with the Company under which they will be restricted from selling 50% of their Shares following the Offer until after the release of the Company's fi nancial statements for the year ending 30 June 2008 (refer to Section 10.2.17 for further details). The ASX may also impose escrow restictions on the Shares of Existing Shareholders.

Employees acquiring Shares have not entered into escrow arrangements but will be restricted from dealing in Shares in accordance with the Company's Share Trading Policy, as summarised in Section 5.8.

2. Details of the Offer (Continued)

2.10 Employee Share and Option Plan

To assist in the retention and motivation of employees, and to help align the interests of employees with those of Shareholders, the Company has established an Employee Share and Option Plan. The terms and conditions of the Employee Share and Option Plan are summarised in Section 10.4 of this Prospectus.

Details of the initial offers under the Employee Share and Option Plan are discribed in Section 10.5.

2.11 Allotment

The Company will not process any Application until the expiration of the Exposure Period. Shares applied for under this Prospectus will be allocated as soon as practicable after the Closing Date. Application Money will be held in a subscription account until Shares are issued or transferred. Interest on Application Money will be for the benefi t of GCS and will be retained by the Company irrespective of whether Shares are issued.

Where the number of Shares issued is less than the number applied for by the Applicant, the surplus Application Money will be refunded by cheque within 14 days after the Closing Date. Where no Shares are issued, the Application Money will be refunded in full by cheque within 30 days of the Closing Date.

2.12 CHESS and Issuer Sponsored Subregister

The Company will apply to participate in Clearing House Electronic Subregister System (CHESS), in accordance with the ASX Listing Rules and the Transfer Corporation Pty Limited (ASTC) settlement rules. GCS will operate an issuer sponsored subregister through Computershare Investor Services Pty Limited. CHESS and the issuer sponsored subregister will together make up GCS' register of securities.

The Company will not issue share certifi cates to investors, but as soon as practicable after allocation, investors will receive Holding Statements which set out the number of Shares allocated to them pursuant to this Prospectus. The statements will also set out each investor's unique Holder Identifi cation Number (HIN) (in the case of a holding on the CHESS subregister), or Securityholder Reference Number (SRN) (in the case of a holding on the issuer sponsored subregister).

Investors will be provided with periodic statements from GCS' registry showing any changes in their holdings of securities. Investors may request a statement at any time (although an administration fee may be charged for these additional statements).

2.13 Withdrawal

The Company and the Vendor Shareholders reserve the right not to proceed with the Offer at any time before the issue of or transfer of Shares to successful Applicants. If the Offer does not proceed, Application Monies will be refunded. No interest will be paid on any Application Money refunded as a result of the withdrawal of the Offer.

2.14 Enquiries in Relation to the Offer

This Prospectus provides information for potential investors in the Company and should be read in its entirety. If after reading this Prospectus you have any questions about any aspect of an investment in GCS, please contact your stockbroker, accountant or independent fi nancial advisor.

The Business 3

3. The Business

3.1 Overview of GCS

The GCS Group was established in Western Australia in 2003 with the aim of becoming a diversifi ed construction services company. The Group currently provides products such as scaffolding, formwork, material hoists, temporary accommodation and chemical toilets, together with related labour services. The Group services customers in the residential, commercial and industrial sectors of the construction industry.

GCS' future strategy involves taking advantage of the position it has established in the construction services industry by looking to expand the range of products and services it provides to its established customer base and to new customers. While the Group will continue to focus primarily on servicing the Western Australian construction industry, it will also explore opportunities to diversify into related industries and industry sectors such as the maintenance sector and to expand geographically. This strategy will be undertaken through further acquisitions and through the Group's own organic growth.

3.2 History

The GCS Group was established in July 2003 following the acquisition of Security Scaffolding, the operators of which had been servicing the Western Australian market for approximately 25 years. Since its establishment, GCS has undertaken a number of additional acquisitions, focused on bringing together experienced operators and expanding the range of services it provides its customers.

The GCS Group now operates as a consolidated group, providing products and services for its customers under various trading names.

May 2007

The Group acquires CASC

Products & Services: Commercial formwork contractors – primarily for the commercial sector with additional experience in civil formwork

July 2006

The Group acquires the business of Modern Scaffolding Products & Services: Hire of scaffolding and

material hoists – primarily for the residential sector

The Group acquires BFA Products & Services: Hire of material hoists

A series of transactions establishes previous acquisitions as wholly owned subsidiaries of GCS

March 2006

GCS Site Services acquired a minority position in Just Hire

Products & Services: Hire of chemical toilets and site sheds, scaffolding and material hoists – primarily for the residential sector

July 2005

GCS Site Services established with an equity partner

Products & Services: Hire and sale of temporary site accommodation – for all industry sectors

July 2004

GCS' shareholders acquired a minority position in GCS Rapid Access. GCS Rapid Access acquired a business, Construction Sales and Hire from CASC Hire, which had been established for approximately 10 years Products & Services: Hire and sale of scaffolding

and formwork and related labour services – primarily for the commercial sector. Related design and engineering services provided through a subsidiary

GCS Rapid Access acquired Ed Hartley Timbers a key agency for the supply of formwork related products

July 2003

GCS acquired the business of Security Scaffolding, the operators of which had been servicing the Western Australian market for 25 years

Products & Services: Hire of scaffolding, material hoists, chemical toilets and site sheds and related labour services - primarily for the residential sector

3. The Business (Continued)

3.3 Operations

The GCS Group offers a range of products and services to a diverse set of customers in the residential, commercial and industrial sectors of the construction industry. The Group's operations in the construction services industry are presented graphically below:

3.3.1 Products & services

The key products GCS provides its construction customers include the following:

Scaffolding

Scaffolding is a temporary platform either supported from below or suspended from above that workers stand on when performing tasks at heights above the ground. GCS has a comprehensive range of scaffolding which includes modular, A-frame, tube and fi tting and light weight aluminium.

Formwork

Formwork is a structure that makes up a form for pouring concrete. GCS has an extensive range of formwork equipment to suit most design confi gurations.

Material hoists

Material hoists are used for raising or lowering equipment/material above ground level. GCS's fl eet of hoists range from the traditional rope hoist through to the more up-to-date rack & pinion type hoists. Hoist capacity ranges from 250kg single phase through to the more project specifi c 2000kg three phase hoist.

Temporary site accommodation

The GCS Group provides a range of temporary accommodation units, including site huts/offi ces, canteens, cement sheds, ablution blocks, chemical toilets, fi rst aid huts and accommodation quarters.

These products are supported by a range of services, including the following:

Labour services

GCS is able to provide qualifi ed, competent scaffolders and formworkers, for any size project ranging from residential construction sites through to major commercial/industrial projects. Labour services are provided on either a fi xed lump sum basis or alternatively on an hourly or daily basis.

Formwork & scaffolding design and engineering

Through one of its subsidiary companies, the Group offers customers specifi c design and engineering services for formwork and scaffolding. The Group's computerised drawing design package is able to produce fully detailed colour drawings allowing the customer to see their exact project requirements.

3.3.2 Customer sectors and activities

The Group's customers are generally involved in the residential, commercial and, to a lesser extent, industrial sectors of the construction industry.

3. The Business (Continued)

Residential sector

The residential construction sector typically consists of construction sites for two to three storey developments by residential builders. The GCS Group has extensive operations in this sector and provides a wide range of products. Services provided to customers are generally limited to erection and dismantling of equipment, with limited requirement for design or engineering services.

Revenue in the residential sector is typically generated on a contractual basis with contracts being of a relatively short term nature. The Group services a wide range of customers including medium to large scale residential builders, many of which have been long term customers.

Commercial sector

The commercial construction sector includes offi ce, retail, high rise residential, hotel, factory, education, health, entertainment and recreation projects. The Group's operations in this sector include both the provision of its traditional products and services, together with the new products and services that CASC provides.

Revenue for the Group's traditional commercial construction sector business is typically earned from medium term contracts (generally 6-12 months). Contracts in this sector generally involve erection and dismantling services, and many also include the provision of design and engineering services. The Group has established strong relationships with operators in the commercial building sector in Western Australia and the majority of revenue is now generated from repeat customer services.

CASC's operations differ from GCS' traditional business in that CASC provides formwork and related labour services as a sub-contractor to large construction companies undertaking major construction projects. The agreements that CASC enters into are long-term, high value, fi xed price contracts, that involve CASC providing formwork (and certain other services), engineering and design services and the labour required to assemble and remove the formwork and in some cases supply and lay the concrete. The Group's traditional contracts in the commercial sector typically involve a relatively modest labour contribution, being primarily the erection and dismantling of equipment. In contrast, CASC's contracts involve a substantial labour component, with labour generally employed at the project site over the length of any particular project.

CASC revenue represents approximately 41% and 40% of FY2007 pro-forma and FY2008 forecast revenue respectively. The two projects that make up this revenue are the construction of an offi ce building at 100 St George's Terrace, Perth under a two year agreement and the Claremont Quarter Project which is expected to be a three year contract. The main contractor in both these projects is Multiplex, which will contribute 100% of CASC revenue in FY2007 and FY2008. While the Claremont Quarter Project has been awarded and the contract has been signed by CASC and sent to Multiplex for execution, as at the date of this Prospectus it has not been executed by Multiplex. This is further discussed at Sections 6.4 and 10.2.3.sourc

Industrial sector

The industrial construction sector includes industrial and resource customers such as mining companies and processing plants. The Group has only limited operations in this sector, but can provide its full range of products and services. The Group considers this sector to be a potential growth area in the future.

3.3.3 Other activities

The GCS Group provides a number of products and undertakes services for other industries that are related to its core business. For example, the Group provides equipment for a limited number of maintenance clients and has an inventory of temporary seating that can be used for public events. These areas are currently a small component of the Group's business but represent possible growth opportunities.

3.4 Growth Strategies and Opportunities

Since its establishment, the GCS Group's strategy has been to create a construction services company that provides a diverse range of products and services to construction industry customers. Over its history, the Group and its shareholders have successfully executed this strategy both through organic growth and through a number of acquisitions. Going forward, the Group's strategy will remain consistent and involve two key components.

3.4.1 Expanding the product and service range

Through expanding its range of products and services, the Group aims to provide an enhanced offering to the large customer base it has established in the Western Australian construction industry. Natural additions to the existing product and service range would include those typically required on the projects in which GCS is already operating. It is hoped that execution of this strategy will allow cross-selling of new and existing products and services to increase the Group's share of its customer's external service spending. Additional benefi ts would potentially include increasing customer loyalty and attracting new customers.

The Group has demonstrated its ability to execute this strategy over its history. The Group's initial product range included scaffolding, material hoists, chemical toilets and site sheds for the residential sector. Since that time, various acquisitions and other initiatives have signifi cantly expanded the range of products the Group provides and introduced a range of additional support services.

3.4.2 Broadening the customer base

Since its establishment, the Group has substantially increased its addressable market. When it commenced operations, the Group was focused primarily on the residential sector of the construction industry. It now services customers involved in projects ranging from small residential buildings to major, long term commercial projects. Going forward, the Group will seek to continue to expand its customer base, both in the sectors of the construction industry that it currently operates, but also in potential new industries. Areas that have been identifi ed as potential growth opportunities include the industrial sector of the construction industry and also the maintenance sector where the Group has only limited current involvement. Both these areas utilise products and services provided by the Group and therefore represent potentially attractive areas of expansion that would diversify the Group's income stream.

The Group could also broaden its customer base through geographic expansion outside of Western Australia. GCS' current Managing Director has previous experience in successfully expanding an Australian construction services business, including overseas.

3.4.3 Executing the strategy

The GCS Group aims to execute its strategy through both organic growth and acquisition opportunities. The Group believes that there are a range of potential acquisition opportunities in the fragmented construction services industry that will allow it to accelerate the achievement of its goals. The existing management has experience in successfully executing acquisitions and, in addition, the Listing will increase the Group's profi le and provide the opportunity to utilise equity fi nancing in future acquisitions.

3. The Business (Continued)

3.5 GCS Group Projects

This section provides a number of examples of projects that the Group has recently provided products and services for or is currently providing products and services for. All projects are in Western Australia.

DISTRICT COURT BUILDING PROJECT

Customer: Multiplex

Description: Supply and erection of formwork and access scaffolding and rack & pinion hoists for the construction of the district law courts building.

Length of project: Approximately 70 weeks

Status: Ongoing

ESPLANADE TRAIN STATION PROJECT

Customer: Leighton Kumagai Joint Venture

Description: Supply of scaffolding, formwork temporary site accomodation and material hoists for the construction of the Esplanade railway station.

Length of project: Approximately 2 years

Status: Ongoing

RAFFLES HOTEL REDEVELOPMENT PROJECT

Customer: Multiplex

Description: Supply and erection of formwork, access scaffolding and rack & pinion hoists for the construction of the Raffl es apartments and the refurbishment of the old Raffl es hotel (formwork provided by CASC prior to acquisition by the Group).

Length of project: Approximately 18 months

Status: Complete

HOLLYWOOD HOUSING ESTATE PROJECT

Customer: Mirvac

Description: Supply and erection of access scaffolding, temporary site accommodation, pedestrian gantry and rack & pinion hoists for the construction of 15 exclusive residential units.

Length of project: 2 stages of 15 weeks per stage

Status: Ongoing

WACA GRANDSTAND PROJECT

Customer: The Western Australian Cricket Association

Description: Supply and installation of 2,475 grand stand seats and commentary box for the English Tour.

Length of project: For the duration of the English tour

Status: Complete

2007 AUSTRALIAN SURF LIFE SAVING CHAMPIONSHIPS PROJECT

Customer: Surf Life Saving Australia

Description: Supply of all temporary site accommodation facilities for the 2007 Australian Surf Life Saving Championships at Scarborough Beach.

Length of project: For the duration of the Championship event.

Status: Complete

3. The Business (Continued)

CENTURY CITY – 100 ST GEORGE'S TERRACE PERTH

Construction of new multi-storey offi ce with four basement levels, 4 retail levels and 17 typical offi ce fl oors and associated plant levels.

Customer: Multiplex

Description: Supply and erection of all associated formwork, temporary site accomodation and material hoist.

Length of project: 24 months – commenced October 2006

Status: Ongoing

CLAREMONT QUARTER PROJECT

Construction of a new shopping centre complex, comprising of residential multi-storey apartments and a multi-level car park.

Customer: Multiplex

Description: Supply and erection of all associated formwork; supply and laying of all concrete to slabs, columns, beams etc.

Length of project: 36 months

Status: Ongoing - note that at the date of this Prospectus the Claremont Quarter Project has been awarded, the formal subcontract agreement has been executed by CASC and has been returned to Multiplex for them to execute but has not been executed by Multiplex. Refer to Sections 6.4 and 10.2.3 for further details.

3.6 Employees and Industrial Relations

The GCS Group has approximately 198 employees and utilises approximately 50 sub-contractors.

The Group operates across a range of projects, including sites that are fully unionised. The principal union that the Company has dealings with is the Construction Forestry Mining Energy Union (CFMEU). To date the Group has had a good working relationship with the CFMEU and no material issues have arisen.

The Group's Redcliffe site is operated under an enterprise bargaining award and the operations manager has the authority to manage the workforce requirements based on workload.

The Group's Wangara and Mandurah sites are operated under the Building Trades Award. The operations manager has the authority to manage the workforce requirements based on workload.

3.7 Equipment

Products supplied by the GCS Group comply with the relevant Australian standards and are sourced globally from reputable manufacturers and distributors.

Imported products are all independently batch tested and approved locally to ensure the integrity and quality of the product is in accordance with its required use.

All servicing and maintenance and some manufacture of equipment is carried out at its two main facilities at Wangara and Redcliffe, where extensive resources have been allocated to streamline these processes.

3.8 Sites

The GCS Group currently operates from four locations which are all under leasehold:

Redcliffe, Perth The Redcliffe site is approximately 12,000m2 and contains the Group's head offi ce, a storage facility for equipment, equipment refurbishment and testing facilities.
Wangara, Perth The Wangara site is approximately 13,000m2 and contains the Group's residential division, a storage facility for equipment, equipment refurbishment and testing facilities.
Mandurah The Mandurah site is approximately 2,000m2 and contains storage facilities predominantly for chemical toilets, site sheds and some scaffolding equipment. The Company currently intends to relocate the Mandurah facility to Port Kennedy by the end of calendar year 2007. The new facility is approximately 8,000m2. Mandurah and Port Kennedy are strategically located for access to the South West region.
Bayswater temporary holding yard, Perth The temporary Bayswater site is approximately 6,000m2 and is used to store the temporary site accommodation units. The Company intends to move to new premises in Wangara by the end of calendar year 2007. The new Wangara facility, which is adjacent to the existing GCS Wangara facility, is approximately 10,000m2 of hard stand, storage area.

3.9 Safety

Safety is a key priority for the Group and it has implemented a number of initiatives to reduce the potential for accidents involving its employees, sub-contractors or equipment.

The GCS Group is focused on implementing a quality safety management system across all of its operations to deal with any occupational health and safety issues that may arise on a daily basis. The Group has a group safety offi cer who is responsible for the implementation and management of occupational health and safety systems and procedures, injury management and rehabilitation and workers compensation claims. The safety offi cer provides monthly reports to senior management on occupational safety and health issues.

Each Group site has its own safety committee, with representatives from both the offi ce and yard elected by the employees.

All occupational health and safety representatives are given relevant training through registered training organisations and the committees meet on a monthly basis to resolve any occupational health and safety issues that may occur.

The Group also uses external safety audit companies to ensure it is performing according to relevant legislative requirements as a company and is committed to achieving a safety system compliant with AS NZS 4801-2001.

Industry

4. Industry Overview

4.1 Introduction

The GCS Group operates within the construction services industry. The Group is therefore most infl uenced by activity in the construction industry, particularly in Western Australia.

This section describes the construction services industry in which the Group operates and the Western Australian construction industry, being the key determinant of GCS' activity.

4.2 Construction Services Industry

The construction services industry in which the GCS Group operates can be defi ned to include ancillary products and services that are provided to construction companies. Due to ongoing pressure to increase effi ciency, there has been a trend in major construction companies to outsource the provision of these products and services. While considered non-core, these outsourced services are nevertheless essential to construction.

The range of products and services provided by operators in the industry is wide. For example, the types of equipment that are sourced externally by construction companies includes compaction equipment, access equipment (including scaffolding), temporary site accommodation units, portable toilets, storage containers, generators, lighting towers, air compressors, welders, pumps, skid steer loaders, forklifts, cranes, bulldozers, excavators and graders.

Companies that utilise construction service company products and services can be divided into two primary groups:

large private enterprises and government bodies that utilise construction service companies on a regular basis; and
smaller customers that use a relatively limited range of services on a less regular basis.

GCS believes that the industry is highly fragmented, consisting of numerous small operators specialising in particular products and services or geographical regions and a small number of large companies that provide a diversifi ed range of products and services in multiple regions.

Demand for construction services is largely dependent on activity in the construction industry.

4.3 Construction Industry

In preparing this section of the Propectus, the Directors have relied on the BIS Shrapnel report, "Building in Australia 2007- 2022, 27th Edition".

The construction industry is a major driver of activity in the Australian economy. It is comprised of residential building (houses, fl ats, units and alterations to existing dwellings), non-residential building (shops, offi ces, hotels, factories, educational facilities and hospitals) and engineering construction (roads, sewerage, energy, processing plants etc). The industry includes architectural and engineering services and construction trades (bricklaying, plumbing, electrical, etc).

Building and construction in Australia is focused on the domestic market. Almost all of the supply of building and construction goods and services is provided by the Australian industry and used in Australia. The major service inputs to building and construction include services such as property services, equipment hire services and wholesale trade and technical services.

The GCS Group's activity is driven primarily by building and construction activity in the Western Australian market.

4. Industry Overview (Continued)

4.3.1 Western Australian key economic indicators

The Western Australian economy has grown signifi cantly over the past fi ve years, driven by strong growth in mining investment and rising population growth. Over this period the state economy, which is relatively sensitive to mining activity, has experienced strong growth in gross state product brought about by increases in business investment, employment growth, increased migration fl ows and wage growth. A range of key historic economic indicators is set out in the table below:

Year ended December(Constant 2004/05 prices)	2000	2001	2002	2003	2004	2005	2006
Retail Sales (% change)	2.1	0.3	6.9	4.9	9.0	3.5	7.3
Business Investment (% change)	(12.4)	5.2	6.2	21.2	5.6	16.5	22.2
Gross State Product (% change)	3.6	1.1	4.4	7.9	4.7	6.0	5.6
Average Weekly Earnings (1) (% change)	5.8	3.6	3.6	5.9	6.3	7.1	6.1
Employment Growth (% change)	1.8	0.6	3.1	1.5	1.5	4.7	0.7
Unemployment Rate (%)	5.7	6.0	6.0	5.7	4.3	4.2	3.1
Growth in average costs
Non-residential building (% change)	0.4	2.5	5.3	7.5	12.5	9.7	9.2
Residential building (% change)	13.6	1.7	2.5	8.4	10.1	15.2	12.6

(1) Year on year percentage growth as at November

Source: BIS Shrapnel "Building in Australia 2007 – 2022 27th Edition"

The Western Australian construction industry can be usefully divided into the dwelling and non-dwelling (commercial and industrial) sectors.

4.3.2 Dwelling building activity

Dwellings include both the construction of private houses, private and other dwellings (such as medium or high density developments) and public sector dwellings.

Western Australia has experienced strong growth in dwelling commencements in recent times. Commencements have increased from a low of 13,861 in 2001 to 26,297 in 2006. The commencement level experienced in 2006 is the highest since 1988/89.

BIS Shrapnel expect activity to remain high, but fall from the peak experienced in 2006 as a result of factors including a deterioration of housing affordability.

The following graph illustrates the 1972 – 2006 actual numbers of dwelling commencements and the 2007 – 2012 forecast dwelling commencements in Western Australia, as produced by BIS Shrapnel.

Dwelling Commencements Numbers Western Australia - Moving Annual Total

Source: BIS Shrapnel "Building in Australia 2007 – 2022 27th Edition"

4.3.3 Non-Dwelling building activity

Non-dwelling building includes social and institutional building in sectors such as offi ce, retail, hotel, other business, factory, education, health, entertainment and recreation.

Like dwelling activity, Western Australian non-dwelling building has also experienced signifi cant growth in recent years. Activity has risen from a low of $1.1 billion in 2001/2002, during which period no major projects commenced, to approximately $2.0 billion in 2006. The fi ve year annual average building activity to 2006 is $1.67 billion, representing a 14% increase on the previous fi ve year period, and being indicative of how the Western Australian economy has strengthened during that period as a result of the resources boom.

Looking forward, BIS Shrapnel expect commencements to peak during 2007 at $2.56 billion, supported by three large projects. BIS Shrapnel expect commencements will come off this peak, with activity forecast to fall to a low of $1.73 billion in 2010. Average activity over the fi ve years to 2011 is forecast by BIS Shrapnel to be $2.09 billion, approximately 25% higher than the fi ve years to 2006.

Value (A$m in constant 2004/05 prices) of Non-dwelling Commencements - Western Australia

Source: BIS Shrapnel "Building in Australia 2007 – 2022 27th Edition"

Board and Management 5

5. Board and Management

From left to right David Macoboy.

5.1 Board of Directors

Enzo Gullotti Managing Director

Enzo Gullotti established GCS in 2003, having had 18 years experience in the scaffolding and construction industry. Mr Gullotti was an original founding member of Perth Construction Hire Pty Ltd, which was acquired by the PCH Group in 1995 where he became executive Director for approximately 8 years and the Managing Director of the scaffolding subsidiary. Mr Gullotti was instrumental in growing PCH, including the establishment of operations in Karratha, Sydney, Darwin, Bunbury, Singapore, Thailand, Dubai and the Caspian Sea.

Mr Gullotti has grown the business signifi cantly since July 2003, including the successful integration of several key acquisitions.

Neil Kidd Chairman

Neil Kidd is currently a member of the executive team and General Manager Property of Perth Airport. Mr Kidd has a post graduate degree in property, together with qualifi cations in mining and engineering surveying, having a career in management and property spanning 30 years. Prior to joining Perth Airport, Mr Kidd was the managing director of Sanven Pty Limited, a specialist property development company, with clients in the corporate and government sectors. During his time at Sanven, Mr Kidd was involved in several signifi cant commission projects.

Mr Kidd has also worked as a property portfolio manager for the Government Employees Superannuation Fund where he reported directly to the executive director and director of investments and was responsible for the management of a $440 million property portfolio. Mr Kidd has also held senior positions at Land Management International Pty Limited, Pennant Group, Kern Holdings, Bio Marine Science Limited and Yanchep Sun City Pty Limited.

David Macoboy Non-executive Director

David Macoboy has held several board positions, with the most recent of which was as Chairman for Territory Iron Limited. He served on the Board of Monarch Resources Limited and was a member of the Board of Consolidated Minerals Limited for 8 years until June 2006.

Mr Macoboy was the fi nance director for Consolidated Minerals from 1999 to December 2005 where he was involved in several signifi cant acquisition transactions and fi nance negotiations. Prior to joining Consolidated Minerals Limited, Mr Macoboy was an executive director of Portman Mining Limited where he was involved in the recapitalisation of the company which included the establishment of a complex project fi nancing facility. Mr Macoboy also held the position of Group Treasurer for Australian Capital Equity and was a Vice President for Merrill Lynch investment bank. Prior to joining Merrill Lynch, Mr Macoboy was the General Manager Treasury and Capital Markets for Challenge Bank.

5. Board and Management (Continued)

From left to right Sam Mangione and Gabriel Chiappini.

Sam Mangione Non-executive Director

Sam Mangione has been involved in GCS since 1 July 2005 and has over 18 years' experience in the mining, construction and service industries throughout Western Australia. Mr Mangione is also a shareholder of the largest privately owned waste management business in Western Australia, as well as one of the leading temporary site accommodation manufacturers in Western Australia. Mr Mangione has also instigated leading edge procedures in the recovery and recycling of waste product through purpose designed waste transfer stations.

Mr Mangione has experience in the hire of plant & equipment including machinery dealerships throughout Western Australia. Additionally, his experience includes the design, manufacturing and hiring of prefabricated buildings in Australia and overseas, construction and property development, providing general earthworks and contracting in civil and mining sectors and providing waste collection services throughout Western Australia.

Gabriel Chiappini Company Secretary

Mr Chiappini has worked in chief fi nancial offi cer and company secretarial roles in local and international environments and has also held the position of company secretary with ASX listed and unlisted companies. He is currently company secretary of Bone Medical Limited, Clinical Cell Culture Limited, Australis Aquaculture Limited, Katana Capital Limited and Australian Wine Holdings Limited. Mr Chiappini is a Chartered Accountant and member of the Australian Institute of Company Directors. He graduated from Edith Cowan University in 1990 with a Bachelor of Business majoring in Finance & Accounting and has worked predominantly in London and Perth with experience in the property, investment banking and biotechnology sectors.

5.2 Senior Management

George Chiari, Primo Chiari and Luis Used manage CASC Constructions Pty Ltd and will continue to act as directors of CASC following its acquisition by GCS on 1 May 2007. Between them, their combined industry experience is in excess of 80 years. CASC is one of the largest and one of the most well regarded formwork companies in Western Australia. George and Primo Chiari were previously part owners of Construction Sales & Hire, now known as GCS Rapid Access, which was acquired by GCS in July 2004.

The GCS Group currently has a fi nancial controller, but not a chief fi nancial offi cer. The Group is currently in the process of identifying a suitable chief fi nancial offi cer. See Section 7.2.5.

5.3 Senior Management Remuneration

GCS has entered into executive service agreements with each of the following senior management under which they will be entitled to receive the following amounts as a fi xed remuneration package for FY2008:

Enzo Gullotti (Managing Director) $370,000 plus superannuation, company vehicle and income protection insurance;
George Chiari (CASC Director) $300,000 plus superannuation, company vehicle and income protection insurance;
Luis Used (CASC Director) $300,000 plus superannuation, company vehicle and income protection insurance; and
Primo Chiari (CASC Director) $300,000 plus superannuation, company vehicle and income protection insurance.

Refer to Section 10.2 for further details of senior management employment contracts.

5.4 Corporate Governance

The Board of Directors of the Company is responsible for the overall corporate governance of the Company and has adopted as a guiding principle that it act honestly, diligently and fairly in accordance with the law and in the interests of the Shareholders, with a view to building sustainable value for Shareholders, employees and other stakeholders in the Company.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies refl ecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company is committed to ensuring that its corporate governance systems comply with statutory requirements and to maintaining the Company's focus on transparency, responsibility and accountability.

The Board of the Company currently comprises one executive Director and three Non-Executive Directors. As a team, the Board brings together a broad range of qualifi cations and a diversity of experience to provide strategic guidance for, and effective oversight of, management.

Under the Board charter, the Board's responsibilities include:

(a) Protection and enhancement of shareholder value.
(b) Formulation, review and approval of the objectives and strategic direction of the Company.
(c) Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results.
(d) Approving all significant business transactions including acquisitions, divestments and capital expenditure.
(e) Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained.
(f) The identification of significant business risks and ensuring that such risks are adequately managed.
(g) The review of performance and remuneration of executive directors and key staff.
(h) The establishment and maintenance of appropriate ethical standards.
(i) Evaluating and, where appropriate, adopting with or without modification the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations.

5. Board and Management (Continued)

5.5 Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee, with responsibility for establishing and maintaining a framework of internal controls and ethical standards. This includes internal controls to deal with both the effectiveness and effi ciency of signifi cant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of fi nancial information as well as non-fi nancial considerations such as the benchmarking of operational key performance indicators.

The Board believes that given the size of the Company and its Board, it was not practical to have a majority of independent directors managing the Audit and Risk Management Committee, therefore, all Directors will have an active role in the Audit and Risk Management Committee.

The Board considers the composition of the Audit and Risk Management Committee is satisfactory to properly discharge the duties of the Committee.

5.6 Nomination and Remuneration Committee

The Board has established a Nomination and Remuneration Committee, which will meet at least annually, to ensure that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of Director.

5.7 Continuous Disclosure

Once listed the Company will be a "disclosing entity" pursuant to sections 111AR of the Corporations Act and as such, will need to comply with the continuous disclosure requirements of Chapter 3 of the Listing Rules and section 674 of the Corporations Act. Subject to the exceptions contained in the Listing Rules, the Company will be required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. All relevant information provided to ASX will be posted on the corporate website www.gcs-group.net.

The Company has adopted a Continuous Disclosure Policy in relation to the information disclosures and relevant procedures. The Managing Director is responsible for the administration of the policy and coordinating education within the Company about its disclosure obligations.

5.8 Securities Trading Policy

The Company has adopted a Securities Trading Policy in order to ensure that the Company meets the best practice guidelines and recommendations established by the ASX Corporate Governance Council, to maintain investor confi dence in the integrity of the Company's internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws.

Under the policy, employees of GCS, including all Executive and Non-Executive Directors, are prohibited from trading in the Company's securities, except during a trading window as notifi ed by the Company Secretary following the public release by the Company to ASX of:

preliminary full year results;
its Annual Report;
half year results; and
a prospectus (such as a prospectus for a rights issue).

Furthermore, an employee or Director, who is in possession of price sensitive information, which is not generally available to the market, must not deal in the Company's securities at any time, even during a trading window.

The Securities Trading Policy provides that if a Director wishes to buy or sell Company securities, they are required to notify the Chairman of their intention. In addition, any changes in a Director's direct or indirect interest in Company securities must be reported to the Company Secretary within 2 business days so that appropriate disclosure can be submitted to ASX within fi ve business days.

Financial

6. Financial Information

6.1 Overview

Set out on the following pages is a summary of the GCS Group's:

reviewed consolidated income statements for the year ended 30 June 2006 and for the 8 months ended 28 February 2007;
forecast consolidated income statements for the year ending 30 June 2007 and for the year ending 30 June 2008;
pro-forma forecast 12 months consolidated income statement for the year ending 30 June 2007;
reviewed consolidated balance sheets as at 30 June 2006 and as at 28 February 2007; and
pro-forma consolidated balance sheet as at 28 February 2007.

The fi nancial information of the GCS Group for previous fi nancial years has not been subject to an audit. The fi nancial information of the GCS Group (assuming that all entities in the GCS Group had been acquired at this time) has been subject to an audit review, which is not an audit, as part of the preparation of the Investigating Accountant's Report.

GCS acquired CASC on 1 May 2007 and, as such, will report FY2007 performance including 2 months of CASC operations. To facilitate comparison between periods the Directors have prepared a pro-forma FY2007 forecast including a full year of CASC operations.

The fi nancial information contained in this Section is presented in abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

The fi nancial information in this Section should be read in conjunction with the risk factors associated with an investment in the GCS Group set out in Section 7, the Investigating Accountant's Report set out in Section 8 and the Investigating Accountant's Review set out in Section 9 and other information contained in this Prospectus. Investors should note the scope and limitations of the Investigating Accountant's Report and the Investigating Accountant's Review.

6.2 Basis of Preparation of Directors' Forecasts

The Directors' forecast 12 months consolidated income statements for FY2007 and FY2008 have been prepared by the Directors with due care and attention on the basis of the best estimate assumptions set out in Section 6.4 and Section 6.5 (which should be read in conjunction with the forecasts). The Directors consider the best estimate assumptions to be reasonable when viewed as a whole at the time of preparing this Prospectus based upon present circumstances and market conditions.

However, the actual fi nancial results may vary and differ in quantum and timing from those in the Directors' Forecasts and any variation may be materially positive or negative. The Directors' best estimate assumptions are subject to business, economic and competitive uncertainties and contingencies and risks many of which are beyond the control of the GCS Group and the Directors (refer to the risk factors in Section 7). The industry in which the GCS Group operates is subject to external infl uences which can materially impact GCS' fi nancial performance.

No assurance can be given that business decisions and strategies of the GCS Group will be effective or that anticipated benefi ts will be realised in the period for which the Directors' Forecasts have been prepared or otherwise. In particular, the commencement of work under new agreements and their magnitude may differ from that assumed in the Directors' Forecasts and this may have a material positive or negative effect on the GCS Group's actual fi nancial performance or position.

As shown in the sensitivity analysis in Section 6.6, relatively small changes in key variables can have a signifi cant impact on earnings.

The Directors' best estimate assumptions, as set out in Sections 6.4 and 6.5, are intended to assist potential investors in assessing the reasonableness and likelihood of the Directors' Forecasts being achieved, and are not intended to be a warranty that those events that have been assumed will occur.

The Directors' Forecasts should be read in conjunction with the Directors' best estimate assumptions set out in Section 6.4 and Section 6.5, the sensitivity analysis set out in Section 6.6, the discussion of the risk factors associated with an investment in GCS set out in Section 7 and other information set out in this Prospectus.

The Directors' Forecasts are unaudited, but have been reviewed and reported on by BDO Consultants (WA) Pty Ltd, as Investigating Accountant on the Directors' Forecasts and a copy of their Investigating Accountant's Review is included in Section 9.

6. Financial Information (Continued)

The pro-forma forecast 12 months consolidated income statement for FY2007 and the forecast 12 months consolidated income statement for FY2008 for the GCS Group include costs associated with operating as a listed entity including:

external audit of the statutory fi nancial reports;
costs associated with Employee Option Plans;
Directors' and company secretary fees;
share registry costs and listing fees; and
costs associated with meeting continuous disclosure requirements.

6.3 Consolidated Income Statements

Set out below is the reviewed consolidated income statements for the year ended 30 June 2006 and for the 8 months ended February 2007, forecast consolidated income statements for the year ending 30 June 2007 and for the year ending 30 June 2008 and the pro-forma forecast 12 months consolidated income statement for the year ending 30 June 2007 for the GCS Group.

A$'000	Actual12 monthsended30 June2006	Actual8 monthsended28 February2007	Forecast12 monthsending30 June2007	Pro-formaforecast12 monthsending 30June 2007	Forecast12 monthsending30 June2008
Revenue from
continuing operations	11,873	19,806	32,874	51,415	52,211
Cost of operations	(4,232)	(8,544)	(12,055)	(21,956)	(22,218)
Gross Profi t	7,641	11,262	20,819	29,459	29,993
Other income	109	1,341	1,947	638	36
Administrative expenses	(2,742)	(1,858)	(5,600)	(7,434)	(8,618)
Operating costs	(1,082)	(3,315)	(6,241)	(6,398)	(6,149)
EBITDA	3,926	7,430	10,925	16,265	15,262
Depreciation	(747)	(2,163)	(3,281)	(3,441)	(3,245)
EBIT	3,179	5,267	7,644	12,824	12,017
Finance costs	(283)	(571)	(650)	(587)	(351)
Income tax expense	(1,015)	(1,591)	(2,216)	(3,878)	(3,500)
NPAT (before
minority interests)	1,881	3,105	4,778	8,359	8,166
Profi t attributable to
minority interest holders	(137)	-	-	-	-
NPAT attributable
to members	1,744	3,105	4,778	8,359	8,166
Gross margin (%)	64.4%	56.9%	63.3%	57.3%	57.5%
EBITDA margin (%)	33.1%	37.5%	33.2%	31.6%	29.2%

Management Discussion FY2006

The commentary below has been provided in order to give investors an understanding of the Historical Financial Information for FY2006.

GCS revenue for FY2006 was $11.9 million of which approximately 80% was derived from the original acquisition of GCS Security Scaffolding.

The key drivers of revenue growth during FY2006 were:

Organic growth of the residential division, with revenue increasing by approximately 30% from the previous corresponding period.
Successful diversifi cation into the temporary site accommodation market targeting the commercial/industrial sector, being supported by the existing GCS infrastructure in place. Revenue has grown consistently since its inception on 1 July 2005.

Existing divisions have been further enhanced by the acquisition of Just Hire which operates from Mandurah. Just Hire's primary business is the hire of chemical toilets and site sheds and also some scaffolding and hoists. This has allowed the Group to increase revenue and profi t due to greater economies of scales across all the divisions and expand on its target market.
Management has spent considerable time setting up the next phase of the GCS expansion which will take effect from 1 July 2007. This will take into account a signifi cantly larger group, with a more diverse product range and market sectors, setting the platform for further growth organically in each respective division and also by way of bolt-on acquisitions.

Growth in revenue has been consistent with the growth in net profi t and margins have been maintained throughout this period.

Pro-forma adjustments to the pro-forma forecast 12 months consolidated income statement for the year ending 30 June 2007

The following pre-tax pro-forma normalisation adjustments have been made to the 12 months consolidated fi nancial forecast to derive the pro-forma FY2007 Directors' forecast.

	$'000
NPAT:	4,778
Add back
Tax expense	2,216
Finance costs	650
Reported EBIT	7,644
Pro-forma Adjustments
CASC acquisition	6,822
Management fees	(823)
Public company costs	(300)
Profi t on sale of hire equipment	(519)
Total pro-forma adjustments	5,180
Pro-forma EBIT	12,824

Description of material pro-forma adjustments

CASC Acquisition

CASC has been included in the forecast 12 months consolidated income statement for FY2007 from 1 May 2007, the date of acquisition. A full year CASC contribution has been included in the pro-forma forecast 12 months consolidated income statement for FY2007.

Management fees

Approximately $823,000 of management fees are recognised in the forecast 12 months consolidated income statement for FY2007. The fees are non-recurring in nature and comprise an amount of $473,000 relating to a fee charged to Majicyl Pty Limited in relation to the purchase of shares, and an amount of $350,000 for fees charged to Modern Scaffold (WA) Pty Limited. This partly explains the decrease in EBITDA between the pro-forma forecast 12 months consolidated income statement for FY2007 and the forecast for FY2008.

Public company costs

Public company costs of $300,000 have been recognised in the pro-forma forecast 12 months consolidated income statement for FY2007 to refl ect the forecast cost of the GCS Group going forward as a listed entity. These costs are not applicable in the forecast 12 months consolidated income statement for FY2007.

Profi t on sale of hire equipment

Profi t on sale of hire equipment relates to the sale of fi xed asset (hire) equipment to customers of the GCS Group in the forecast 12 months consolidated income statement for FY2007. The GCS Group sells fi xed assets on an adhoc basis to customers at their request. Sale of hire equipment does not form part of the Group's core business and cannot be reliably forecast, therefore profi t on sale of hire equipment included in the forecast 12 months consolidated income statement for FY2007 has been normalised. This partly explains the decrease in EBITDA between the pro-forma forecast 12 months consolidated income statement for FY2007 and the forecast for FY2008.

6. Financial Information (Continued)

6.4 Specifi c Best Estimate Assumptions

The Directors' specifi c best estimate assumptions relating to the pro-forma forecast 12 months consolidated income statement FY2007 and the forecast 12 months consolidated income statement for FY2008 are set out below.

Revenue

Hire revenue is generally earned on a project basis, with various contract terms across the GCS Group business. In the main, GCS Group business hire revenue is primarily driven by hire utilisation. Accordingly, the assumptions underlying the forecast periods are that GCS maintains its hire utilisation rate at current operating levels which are consistent with the historical hire utilisation rates of the business;
Pricing structure of services are assumed to be in line with current pricing structures;
New equipment sales margins and revenue are assumed to be consistent with historical periods;
CASC revenue is predominantly contracted with Multiplex. CASC's FY2008 forecast includes approximately $10 million of contracted revenue relating to services provided for the construction of 100 St George's Terrace in Perth. The balance primarily consists of the Claremont Quarter Project which represents a three year contract with an approximate value of $40 million. As at the date of this Prospectus, the Claremont Quarter Project has been awarded, and the sub-contract agreement executed by CASC and returned to Multiplex to execute but has not yet been executed by Multiplex. CASC personnel have mobilised to site;
In the FY2007 pro-forma forecast, CASC revenue has been included as if the acquisition of CASC had taken place on 1 July 2006, representing a full year of revenue. In the FY2007 forecast, CASC revenue has been included for the period from 1 May 2007 (the CASC acquisition date) to 30 June 2007; and
No profi t on sale of hire equipment has been assumed in the FY2008 forecast or the FY2007 pro-forma forecast.

FY2008 revenue has remained relatively consistent with prior periods refl ecting continued hire utilisation and pricing in the Western Australian market. No additional revenue has been assumed for the intended widening of the GCS Group service range offered to its existing customer base.

Operating costs

The FY2007 pro-forma forecast and FY2008 forecast include $300,000 of costs associated with operating as a listed entity;
CASC costs have been included as if the acquisition of CASC had taken place on 1 July 2006, representing a full year of costs in the FY2007 pro-forma forecast. CASC was acquired on 1 May 2007, and costs for CASC have therefore been included for the period from 1 May 2007 to 30 June 2007 in the FY2007 forecast;
Forecast insurance costs assumed in the forecast are based on broker quotations for the forecast periods; and
Employee expenses have been assumed to increase by approximately 5% across all GCS functions.

Depreciation and amortisation

• Depreciation rates have been determined based on the estimated useful lives of non-current assets.

Net interest expense

• The FY2008 forecast includes $375,000 of interest income derived from the cash proceeds of the Offer.

Taxation

• Forecast income tax expense for the FY2008 forecast is based on the 30% statutory tax rate in respect of the taxable profi t for the period. The FY2007 forecast and FY2007 pro-forma forecast are based on the effective tax rate of 34% for GCS Group (excluding CASC) and a 30% statutory tax rate for CASC.

Pro-Forma fi nancial forecast

• In preparing the pro-forma forecast, the Directors have applied assumptions consistent with the above, adjusted to refl ect the matters identifi ed in Section 6.3. The pro-forma forecast 12 months consolidated income statement for FY2007 is extracted from the forecast 12 months consolidated income statement for FY2007.

6.5 General Best Estimate Assumptions

The following general best estimate assumptions have been used to derive the Directors' Forecasts:

There is no material change in the legislative regimes and regulatory environments in the jurisdictions in which the GCS Group operates;
There is no material adverse change in economic conditions prevailing in the jurisdictions in which the GCS Group operates;
No industrial relations issues anticipated as a consequence of a potential change in Federal Government at the end of calendar year 2007;
There is no change to key senior management, Directors or other personnel;
No excessive inclement weather conditions causing delays in current work in progress;
There is no change to the current relationship the GCS Group has established with employees operating under union agreements;
There is no change to AIFRS that would have a material impact on the GCS Group's accounting policies, fi nancial reporting or disclosure;
There is no material amendment or termination to any material agreement relating to the GCS Group's business;
There is no material litigation that will arise or be realised to the detriment of the GCS Group;
There are no material business acquisitions or mergers;
There are no contingent liabilities that will arise or be realised to the detriment of the GCS Group; and
There are no additional equipment hire products added to the GCS Group portfolio of services.

6.6 Sensitivity Analysis

The Directors' Forecasts have been based on certain assumptions outlined in Sections 6.4 and 6.5 of this Prospectus, regarding future conditions, events and such matters as economics, industry, regulatory and other matters relating to the GCS Group. The GCS Group's fi nancial performance is sensitive to a number of key variables including:

GCS revenue; and
Employee costs and sub-contractor costs.

Investors should note that this analysis treats each movement in an assumption in isolation from possible movements in other assumptions, which may not be the case. Movements in one assumption may have an offsetting or compounding effect, which are also not refl ected in this analysis. In addition, it is possible that more than one assumption may move at any point, giving rise to cumulative effects, which are also not refl ected in this analysis. The analysis presented is no indication of the likely level of variation to each assumption.

Typically, the GCS Group's management would respond to any material adverse change in conditions by taking appropriate action to minimise, to the extent possible, any adverse effects on profi ts and dividends. The effect of any such mitigation action has also been excluded from the following analysis.

Sensitivity analysis	FY2007 forecast	FY2008 forecast
Base earnings
EBITDA ($'000)	10,925	15,262
NPAT ($'000)	4,778	8,166
Revenue (+/- 5%)
EBITDA impact (+/-) ($'000)	763	2,611
EBITDA impact (+/-) (%)	7.0%	17.1%
NPAT impact (+/-) ($'000)	508	1,913
NPAT impact (+/-) (%)	10.6%	23.4%
Employee and subcontractor costs (+/- 5%)
EBITDA impact (+/-) ($'000)	205	840
EBITDA impact (+/-) (%)	1.9%	5.5%
NPAT impact (+/-) ($'000)	136	588
NPAT impact (+/-) (%)	2.8%	7.2%

6. Financial Information (Continued)

6.7 Basis of Preparation of Historical Financial Information

Sources of Historical Financial Information

The Historical Financial Information and pro-forma consolidated balance sheet have been derived from the fi nancial statements of the GCS Group which have been prepared in accordance with the recognition and measurement principles prescribed under AIFRS and other mandatory professional reporting requirements in Australia.

The historical fi nancial statements for FY2006 and the 8 months to 28 February 2007 of the GCS Group have been reviewed by BDO Kendalls Corporate Finance (WA) Pty Ltd.

Differences between pro-forma and actual balance sheet

The Directors have prepared the pro-forma consolidated balance sheet to present potential investors with information to assist them in understanding the actual position of the GCS Group as a result of major transactions post the balance sheet date and the impact of the Offer under this Prospectus.

The pro-forma consolidated balance sheet of the GCS Group has been derived from the reviewed fi nancial statements of the GCS Group and adjusted to refl ect pro-forma assets and liabilities of the GCS Group as if completion of the Offer and major transactions had occurred on 28 February 2007.

The following transactions occurred after 28 February 2007 and prior to the issue of the Prospectus and make up the pro-forma adjustments to the 28 February 2007 balance sheet:

The issue of 138,057 Shares in GCS to acquire the ordinary shares of CASC for consideration of $8.0 million;
The acquisition of plant and equipment from Chiari Used Unit Trust for cash consideration of $7.0 million;
The issue of 17,256 Shares in GCS equally to the George Chiari Family Trust, Primo Chiari Family Trust and Used Family Trust for a total consideration of $1.0 million;
The issue of 11,482 Shares to investors for consideration of $0.231 million;
A Share split of approximately 32.45 Shares for every one Share;
Payment of an interim dividend of $3.63 million to the Existing Shareholders;
The repayment of all related entity loan balances at 28th February 2007 being receivable balances of $1.723 million and the payable balances of $2.408 million;
GCS, through its wholly owned subsidiary "GCS Site Services Pty Ltd", acquired a further 13.3% interest in Miami Holdings Pty Ltd trading as Just Hire & Sales for consideration of $0.691 million;
The sale of land from Miami Holdings Pty Ltd for consideration of $1.314 million resulting in a profi t on disposal of $0.415 million;
The issue of 18,700,000 Shares at $1.00 each, thereby raising $18.7 million of capital, pursuant to the Prospectus; and
The payment of expenses and recognition of related deferred tax asset associated with the preparation and issue of the Prospectus and the listing of the Company amounting to $1.4 million and $0.42 million respectively. These have been netted off against the Share capital raised.

6.8 Consolidated Balance Sheets

A$'000	Notes	30 June 2006(reviewed)	28 February 2007(reviewed)	Pro-forma28 February 2007(reviewed)
Cash and cash equivalents	6.10.1	916	1,996	12,358
Trade and other receivables	6.10.2	4,543	11,665	15,134
Inventories		109	1,515	1,515
Total current assets		5,568	15,176	29,007
Property, plant and equipment	6.10.3	6,606	15,014	22,487
Intangibles	6.10.4	3,702	9,076	14,232
Total non-current assets		10,308	24,090	36,719
Total assets		15,876	39,266	65,726
Trade and other payables	6.10.5	6,935	4,757	7,660
Current tax liabilities	6.10.6	1,160	2,417	4,865
Interest bearing borrowings	6.10.7	825	5,290	3,790
Total current liabilities		8,920	12,464	16,315
Provisions	6.10.8	44	66	99
Interest bearing borrowings	6.10.9	2,080	5,105	5,105
Deferred tax liabilities	6.10.10	348	1,184	627
Total non-current liabilities		2,472	6,355	5,831
Total liabilities		11,392	18,819	22,146
Net assets		4,484	20,447	43,850
Contributed equity	6.10.11	1	14,204	40,924
Retained profi ts	6.10.12	2,108	5,174	1,730
Parent interests		2,109	19,378	42,654
Minority Interests	6.10.13	2,375	1,069	926
Total equity		4,484	20,447	43,580

6.9 Summary of Signifi cant Accounting Policies

The signifi cant accounting policies adopted by GCS are set out below.

A. Basis of preparation

The historical fi nancial information has been prepared in accordance with the measurement, but not all of the disclosure requirements of Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

The fi nancial report has also been prepared on a historical cost basis, except for derivatives and available-for-sale fi nancial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal groups held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

Compliance with Australian equivalents to International Financial Reporting Standards (AIFRS) ensures that the fi nancial report, comprising the fi nancial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

6. Financial Information (Continued)

B. Principles of Consolidation

Subsidiaries

The consolidated fi nancial statements comprise the fi nancial statements of GCS and its subsidiaries at 30 June each year ("the Group"). Subsidiaries are entities over which the Group has the power to govern the fi nancial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Potential voting rights that are currently exercisable or convertible are considered when assessing control. Consolidated fi nancial statements include all subsidiaries from the date that control commences until the date that control ceases. The fi nancial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.

All intercompany balances and transactions, including unrealised profi ts arising from intragroup transactions have been eliminated. Unrealised losses are also eliminated unless costs cannot be recovered.

Minority interests in the results and equity of subsidiaries are shown separately in the consolidated income statement and balance sheet respectively.

Subsidiaries are accounted for in the parent entity fi nancial statements at cost.

Associates

Associates are entities over which the Group has signifi cant infl uence but not control. Associates are accounted for in the parent entity fi nancial statements at cost and the consolidated fi nancial statements using the equity method of accounting. Under the equity method of accounting, the consolidated income statement refl ects the Group's share of associates' postacquisition profi ts or losses and the consolidated balance sheet refl ects the Group's share of post-acquisition movements in reserves or equity. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received from associates are recognised in the parent entity's income statement but rather reduce the carrying amount of the investment in the consolidated fi nancial statements.

When the Group's share of post-acquisition losses in an associate exceeds its interest in the associate (including any unsecured receivables), the Group does not recognise further losses unless it has obligations to, or has made payments, on behalf of the associate.

The fi nancial statements of the associates are used to apply the equity method. The reporting dates of the associates and the parent are identical and both use consistent accounting policies.

C. Business Combinations

The purchase method of accounting is used to account for all business combinations. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued, the value of the equity instruments is their published market price as at the date of exchange unless, in rare circumstances it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifi able assets acquired and liabilities and contingent liabilities assumed in business combinations are initially measured at their fair values at acquisition date. The excess of the cost of acquisition over the fair value of the Group's share of identifi able net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised in the income statement, but only after a reassessment of the identifi cation and measurement of the net assets acquired.

Where settlement of any part of the cash consideration is deferred, the amounts payable in future are discounted to present value at the date of exchange using the entity's incremental borrowing rate as the discount rate.

D. Revenue Recognition

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

Revenue from hire sales is recognised when the service is provided.
Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the fi nancial instrument) to the net carrying value amount of the fi nancial asset.
Dividends are recognised when the Group's right to receive payment is established.
Contract revenue and expenses are recognised in accordance with the percentage of completion method. For fi xed price contracts, the stage of completion is measured by reference to labour hours incurred to date as a percentage of estimated total labour hours for each contract.
Where it is probable that a loss will arise from the contract, the excess of total costs over revenue is recognised immediately as an expense.
Where the outcome of a contract cannot be reliably estimated, contract costs are recognised as an expense as incurred, and where it is probable that the costs will be recovered, revenue is recognised to the extent of costs incurred.

E. Income Tax

The income tax expense for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profi t or taxable profi t or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred income tax asset to be utilised.

The income tax expense for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the fi nancial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of assets and liabilities for fi nancial reporting purposes and their respective tax bases, at the tax rates expected to apply when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profi t or taxable profi t.

Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances relating to amounts recognised directly in equity are also recognised directly

6. Financial Information (Continued)

in equity.

Global Construction Services Limited and its wholly-owned subsidiaries have implemented the tax consolidation legislation. Global Construction Services Limited is the head entity in the tax consolidated group. The stand-alone taxpayer/separate taxpayer within a group approach has been used to allocate current income tax expense and deferred tax balances to wholly-owned subsidiaries that form part of the tax consolidated group. Global Construction Services Limited has assumed all the current tax liabilities and the deferred tax assets arising from unused tax losses for the tax consolidated group via intercompany receivables and payables in accordance with a tax funding arrangement.

F. Impairment of Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing the value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profi t or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

G. Cash and Cash Equivalents

"Cash and cash equivalents" includes cash on hand, deposits held at call with fi nancial institutions, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

H. Trade and Other Receivables

Trade receivables are initially recognised and carried at original invoice amount less an allowance for any uncollectible amounts. Trade receivables are due for settlement no more than 30 days from the date of recognition. An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the debts. Bad debts are written off when identifi ed.

I. Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises all direct materials, direct labour and an appropriate portion of variable and fi xed overheads. Fixed overheads are allocated on the basis of normal operating capacity. Costs are assigned to inventories using the weighted average/fi rst-in-fi rst-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling cost of completion and selling expenses.

Construction work in progress is stated at the aggregate of costs incurred to date plus recognised profi ts less recognised losses and progress billings. If there are contracts where progress billings exceed the aggregate costs incurred plus profi ts less losses, the net amount is shown under Other Liabilities.

Contract costs include all costs that relate directly to the specifi c contract, costs that are specifi cally chargeable to the customer under the terms of the contract and an allocation of overheads incurred in connection with the Groups'

construction activities in general. J. Construction Work in Progress

Construction revenue and expenses are recognised on the stage of completion basis where the outcome of the contract can be reliably estimated, and measured using the proportion of costs incurred to date as compared to expected actual costs. Where losses are anticipated the excess of total costs over revenue is recognised as an expense.

For fi xed price contracts, the stage of completion is measured by reference to labour hours incurred to date as a percentage of estimated total labour hours for each contract. Revenue from cost plus contracts is recognised by reference to the recoverable costs incurred during the reporting period plus the percentage of fees earned. The percentage of fees earned is measured by the proportion that costs incurred to date bears to the estimated total costs of the contract.

K. Investments and Other Financial Assets

The Company classifi es its investments in the following categories: fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments, and available-for-sale fi nancial assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition and re-evaluates this designation at each reporting date.

(i) Financial assets at fair value through profi t or loss

This category has two sub-categories: fi nancial assets held for trading, and those designated at fair value through profi t or loss on initial recognition. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to so designate a fi nancial asset if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classifi ed as current assets if they are either held for trading or are expected to be realised within twelve months of the balance sheet date.

(ii) Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They arise when the Company provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than twelve months after the balance sheet date which are classifi ed as non-current assets. Loans and receivables are included in receivables in the balance sheet.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative fi nancial assets with fi xed or determinable payments and fi xed maturities that the Company's management has the positive intention and ability to hold to maturity.

(iv) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classifi ed in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the balance sheet date.

Purchases and sales of investments are recognised on trade-date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through profi t or loss. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Available-for-sale fi nancial assets and fi nancial assets at fair value through profi t or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest rate method. Realised and unrealised gains and losses arising from changes in the fair value of the 'fi nancial assets at fair value through profi t or loss' category are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classifi ed as available-for-sale are recognised in equity in the available-for-sale investments revaluation reserve. When securities classifi ed as available-forsale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses

6. Financial Information (Continued)

from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include reference to the fair values of recent arm's length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash fl ow analysis, and option pricing models.

The Company assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired. In the case of equity securities classifi ed as available for sale, a signifi cant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t and loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

L. Fair Value Estimation

The fair value of fi nancial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for fi nancial assets held by the Company is the current bid price; the appropriate quoted market price for fi nancial liabilities is the current ask price.

The fair value of fi nancial instruments that are not traded in an active market (for example, over the counter derivatives) is determined using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held.

Other techniques, such as discounted cash fl ows, are used to determine fair value for the remaining fi nancial instruments. The fair value of interest-rate swaps is calculated as the present value of the estimated future cash fl ows. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of fi nancial liabilities for disclosure purposes is estimated by discounting the future contractual cash fl ows at the current market interest rate that is available to the Company for similar fi nancial instruments.

M. Property, Plant and Equipment

Land and buildings are measured at fair value less accumulated depreciation. Any accumulated depreciation at revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated as the revalued amount of the asset. A revaluation surplus is credited to the asset revaluation reserve included within shareholder's equity unless it reverses a revaluation decrease on the same asset previously recognised in the income statement. A revaluation defi cit is recognised in the income statement unless it directly offsets a previous revaluation surplus on the same asset in the asset revaluation reserve. An annual transfer is made from the asset revaluation reserve to retained earnings for the depreciation charge recognised in the income statement relating to the revaluation surplus. On disposal, any revaluation reserve relating to sold assets is transferred to retained earnings. Independent valuations are performed regularly to ensure that the carrying amounts of land and buildings does not differ materially from that the fair value at the balance sheet date.

All other plant and equipment is stated at historical cost, including costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, less depreciation and any impairment.

Land is not depreciated. Depreciation on other assets is calculated on a straight-line basis over the estimated useful life of the asset as follows:

•	Equipment	5 - 50 years
•	Vehicles	3 - 5 years
•	Furniture and fi ttings	3 - 8 years

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date. Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the asset's carrying amount and are included in the income statement in the year that the item is derecognised.

N. Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classifi ed as fi nance leases and capitalised at inception of the lease at the fair value of the leased property, or if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset are classifi ed as operating leases. Payments made under operating leases (net of incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

When assets are leased out under fi nance leases, the present value of the lease payments is recognised as a lease receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned fi nance income. Lease income is recognised over the lease term using the net investment method which refl ects a constant periodic rate of return.

Lease income from operating leases is recognised in the income statement on a straight-line basis over the lease term. Initial direct costs incurred in negotiating operating leases are added to the carrying value of the leased asset and recognised as an expense over the lease term on the same bases as the lease income.

O. Intangible Assets

Goodwill represents the excess of the cost of the business combination over the Group's share of the net fair value of the identifi able assets, liabilities and contingent liabilities. Goodwill is not amortised but is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill acquired is allocated to each of the cash-generating units expected to benefi t from the combination's synergies. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Impairment losses on goodwill cannot be reversed.

P. Interest-Bearing Liabilities

All loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the loans and borrowings using the effective interest method.

Preference shares which are mandatorily redeemable on a specifi c date are classifi ed as liabilities. The dividends on these preference shares are recognised in the income statement as interest expense.

The fair value of a liability portion of a convertible note is determined using a market rate of interest for an equivalent nonconvertible note and stated on an amortised cost basis until conversion or maturity of the notes. The remainder of the proceeds is allocated to the conversion option and is shown as equity. Issue costs are apportioned between the liability and equity components based on the allocation of proceeds to the liability and equity components when the instruments are fi rst recognised.

All borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

6. Financial Information (Continued)

Q. Borrowing Costs

Borrowing costs incurred for the construction of a qualifying asset are capitalised during the period of time that it is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed when incurred.

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate on the Group's borrowings outstanding during the year.

R. Provisions

Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that that an outfl ow of economic resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and, where appropriate, the risks specifi c to the liability.

S. Trade and Other Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity. The amounts are unsecured and are usually paid within 30 days. Payables to related parties are carried at the principal amount.

T. Employee Benefi ts

Liabilities for wages and salaries, including non-monetary benefi ts, annual leave and accumulating sick leave expected to be settled within twelve months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. Employee benefi ts payable later than one year are measured at the present value of the estimated future cash fl ows to be made for those benefi ts.

U. Contributed Equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of an asset are not included in the cost of the acquisition as part of the purchase consideration.

V. Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

W. Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash fl ows are included in the Cash Flow Statement on a gross basis and the GST component of cash fl ows arising from investing and fi nancing activities, which is recoverable from, or payable to, the taxation authority is classifi ed as an operating cash fl ow.

X. Share Based Payments

Share based payments may be provided to directors, employees, consultants and other advisors.

The fair value of options granted (determined using the Binomial Option Valuation model) is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which option holders become unconditionally entitled to the options.

Y. Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being

6. Financial Information (Continued)

recognised in profi t and loss over the period of the borrowing using the effective interest rate method. 6.10 Notes to the Consolidated Balance Sheet

6.10.1 Cash and cash equivalents

	Actual as at28 February 2007$'000	Pro-forma as at28 February 2007$'000
	1,996	12,358
Adjustments arising in the preparation of the pro-formacash balance are summarised as follows:
Balance at 28 February 2007		1,996
Cash from acquisition of CASC Constructions Pty Ltd		2,063
Proceeds from capital raising with George Chiari Family Trust,Primo Chiari Family Trust and Used Family Trust		1,000
Payment to Chiari Trust for purchase of plant and equipment		(7,000)
Proceeds from the sale of land		1,314
Proceeds from repayment of related entity receivables		1,723
Repayment of related entity loan balances		(908)
Repayment of related entity loan balance		(1,500)
Payment of dividend		(3,630)
Proceeds from Shares issued under this Prospectus		18,700
Prospectus - capital raising costs		(1,400)
Pro-forma Balance		12,358

6.10.2 Trade and other receivables

	Actual as at28 February 2007$'000	Pro-forma as at28 February 2007$'000
	11,665	15,134
Represented by:
Trade debtors	7,398
Other receivables	2,408
Related party receivables	1,723
Prepayments	136
	11,665
Adjustments arising in the preparation of thepro-forma receivables balance are summarised as follows:
Balance at 28 February 2007		11,665
Settlement of loan balance		(1,723)
Receivables from acquisition of CASC Constructions Pty Ltd		5,192

Pro-forma Balance 15,134

6.10.3 Property, plant and equipment

	Actual as at	Pro-forma as at
	28 February 2007$'000	28 February 2007$'000
	15,014	22,487
Represented by:
Land	899
Leasehold improvements – at cost	128
Less accumulated depreciation	(33)
	95
Plant and equipment – at cost	19,567
Less accumulated depreciation	(5,548)
	14,020
Net book amount	15,014
Adjustments arising in the preparation of the
pro-forma balance are summarised as follows:
Balance at 28 February 2007		15,014
Sale of land		(899)
Plant and equipment acquired from Chiari Used Unit Trust		7,000
Plant and equipment from acquisition of CASC Constructions Pty Ltd		1,372
Pro-forma Balance		22,487

6.10.4 Intangibles

	Actual as at28 February 2007$'000	Pro-forma as at28 February 2007$'000
	9,076	14,233
Represented by:
Goodwill on acquisition of Global Construction Services business	102
Goodwill on acquisition of GCS Rapid Access Pty Ltd
and its subsidiary	1,684
Goodwill on acquisition of Global Security Scaffolding Pty Ltd	2,617
Goodwill on acquisition of GCS Site Services Pty Ltd	2,506
Goodwill on acquisition of Miami Holdings Pty Ltd	1,066
Goodwill on acquisition of BFA Investments Pty Ltd	1,101
	9,076
Adjustments arising in the preparation of the
pro-forma balance are summarised as follows:
Balance of goodwill at 28 February 2007		9,076
Goodwill on additional interest in Miami Holdings Pty Ltd		444
Goodwill on acquisition of CASC Constructions Pty Ltd		4,713
Pro-forma Balance		14,233

6. Financial Information (Continued)

6.10.5 Trade and other payables

	Actual as at	Pro-forma as at
	28 February 2007	28 February 2007
	$'000	$'000
	4,757	7,660
Represented by:
Trade creditors	3,471
Other payables	378
Loans from related parties	908
	4,757
Adjustments arising in the preparation of the
pro-forma balance are summarised as follows:
Balance at 28 February 2007		4,757
Repayment of related party loans		(908)
Deferred payment for acquisition of 13.3% of Miami Holdings Pty Ltd		691
Trade creditors from acquisition of CASC Constructions Pty Ltd		3,120
Pro-forma Balance		7,660

6.10.6 Current tax liabilities

	Actual as at28 February 2007	Pro-forma as at 28February 2007
	$'000	$'000
	2,417	4,865
Adjustments arising in the preparation of thepro-forma balance are summarised as follows:
Balance at 28 February 2007		2,417
Income tax liability on sale of property		283
Income tax liability from acquisition of CASC Constructions Pty Ltd		2,165
Pro-forma Balance		4,865

6.10.7 Interest bearing borrowings

	Actual as at28 February 2007$'000	Pro-forma as at28 February 2007$'000
	5,290	3,790
Represented by:
Bank overdraft	523
Bank bill facility	1,380
Hire purchase liabilities	1,674
Loans from related parties	1,500
Other loans	213
	5,290
Adjustments arising in the preparation of thepro-forma balance are summarised as follows:
Balance at 28 February 2007		5,290
Repayment of related party loans		(1,500)
Pro-forma Balance		3,790

6.10.8 Provisions – non-current

	Actual as at	Pro-forma as at
	28 February 2007$'000	28 February 2007$'000

Employee entitlements	66	98
Adjustments arising in the preparation of thepro-forma balance are summarised as follows:
Balance at 28 February 2007		66
Provisions from acquisition of CASC Constructions Pty Ltd		32
Pro-forma Balance		98

6.10.9 Interest bearing borrowings – non-current

	Actual as at	Pro-forma as at
	28 February 2007$'000	28 February 2007$'000

	5,105	5,105
Represented by:
Hire purchase liabilities	5,105	5,105

6.10.10 Deferred taxation liabilities

	Actual as at28 February 2007	Pro-forma as at28 February 2007
	$'000	$'000
	1,184	627
Adjustments arising in the preparation of the
pro-forma balance are summarised as follows:
Balance at 28 February 2007		1,184
Deferred tax liability from acquisition of CASC Constructions Pty Ltd		22
Transfer deferred tax liability to current tax payable on sale of land		(159)
Deferred tax asset relating to capital raising costs		(420)
Pro-forma Balance		627

6.10.11 Contributed equity

	Number
	of Shares	$'000
Opening balance at 1 July 2005	1,200	1
Balance at 30 June 2006	1,200	1
Share split 508 Shares for 1 existing Share	608,400	-
Shares issued to acquire GCS Rapid Access Pty Ltd	179,293	3,947
Shares issued to acquire GCS Site Services Pty Ltd	173,172	3,812
Shares issued to Majicyl Pty Ltd	256,304	5,171
Shares issued to acquire BFA Investments Pty Ltd	51,672	1,042
Shares issued to seed investor	11,482	231
Balance at 28 February 2007	1,281,523	14,204

6. Financial Information (Continued)

	Number
	of Shares	$'000
Adjustments arising in the preparation of the pro-formacontributed equity balance are summarised as follows:
Balance at 28 February 2007	1,281,523	14,204
Shares issues on acquisition of CASC Constructions Pty Ltd	138,057	8,000
Shares issued to Chiari Used Unit Trust unit holders	17,256	1,000
Share split	45,191,222	-
Shares issued in accordance with this Prospectus	17,850,000	18,700
Capital raising costs in accordance with this Prospectus	-	(1,400)
Deferred tax credit recognised directly in equity	-	420
Pro-forma balance	65,328,058	40,924

6.10.12 Retained profi ts

	Actual as at28 February 2007$'000	Pro-forma as at28 February 2007$'000
Accumulated profi ts	5,174	1,730
Represented by:
Opening balance 30 June 2006	2,108
Current year profi t	3,104
Dividends paid	(38)
Balance at 28 February 2007	5,174
Adjustments arising in the preparation of thepro-forma cash balance are summarised as follows:
Balance at 28 February 2007		5,174
Profi t on sale of property		186
Dividends proposed		(3,630)
Pro-forma balance		1,730

6.10.13 Minority interests

	Actual as at28 February 2007	Pro-forma as at28 February 2007
	$'000	$'000
Minority Interests	1,069	926
Adjustments arising in the preparation of thepro-forma cash balance are summarised as follows:
Balance at 28 February 2007		1,069
Adjustment on acquisition of additional interest in Miami Holdings		(143)
Pro-forma balance		926

6.10.14 Business combination

For the period ended 28 February 2007

During the period the parent entity acquired 100% of the issued share capital of both BFA Investments Pty Ltd and GCS Rapid Access Pty Ltd including its subsidiary. The parent entity also acquired the business assets of Modern Scaffolding Pty Ltd during the period.

(a) Summary of acquisitions

Details of the fair values of the assets and liabilities acquired and goodwill are as follows:

	$'000
Total purchase consideration:	5,926
Fair value of net identifi able assets acquired	3,671
Goodwill	2,255

(b) Assets and liabilities acquired

The assets and liabilities arising from the acquisition are as follows:

	Acquiree'scarrying amount$'000	Fairvalue$'000
Cash	85	85
Trade and other receivables	3,398	3,398
Inventories	635	635
Plant and equipment	5,218	5,218
Intangible asset: Goodwill	629	629
Trade and other payables	(2,965)	(2,965)
Bank overdraft	(244)	(244)
Borrowings	(1,969)	(1,969)
Provisions	(171)	(171)
Deferred tax liability	(945)	(945)
Net assets	3,671	3,671

Net identifi able assets acquired	3,671
-----------------------------------	-------

6. Financial Information (Continued)

Arising in the preparation of the pro-forma consolidated balance sheet

In preparation of the pro-forma consolidated balance sheet the parent entity acquired 100% of the issued share capital CASC Constructions Pty Ltd.

(a) Summary of acquisition

Details of the fair values of the assets and liabilities acquired and goodwill are as follows:

	$'000
Total purchase consideration:	8,000
Fair value of net identifi able assets acquired	3,287
Goodwill	4,713

(b) Assets and liabilities acquired

The assets and liabilities arising from the acquisition are as follows:

	Acquiree's	Fair
	carrying amount$'000	value$'000
Cash	2,063	2,063
Trade and other receivables	5,191	5,191
Plant and equipment	1,373	1,373
Trade and other payables	(5,285)	(5,285)
Provisions	(33)	(33)
Deferred tax liability	(22)	(22)
Net assets	3,287	3,287
Net identifi able assets acquired		3,287

6.10.15 Commitments

	28 February 2007
	$'000
Capital Commitments
Capital commitments at the reporting date and not recognised as liabilities are as follows:Payable
Within 1 year	1,117
Later than 1 year but not later than 5	-
Later than 5 years	-
	1,117
	28 February 2007
	$'000
Hire Purchase Commitments
Finance lease commitments at the reporting date and recognised as liabilities are as follows:
Payable
Within 1 year	2,369
Later than 1 year but not later than 5	5,500
Later than 5 years	-
Minimum lease payments	7,869
Future fi nance charges	(1,090)
Recognised as a liability	6,779
Operating Commitments
Operating lease commitments at the reporting date but not recognisedas liabilities are as follows:
Payable
Within 1 year	278
Later than 1 year but not later than 5	1,008
Later than 5 years	1,045
	2,331

7. Risk Factors

7.1 General Comments

A number of factors, both specifi c to the GCS Group and of a general nature, may affect the future operating and fi nancial performance of the GCS Group and the outcome of an investment in GCS.

There can be no guarantee that GCS will achieve its stated objectives, that its Directors' Forecasts will be met or that forward-looking statements will be realised. The ability to achieve the Directors' Forecasts is dependent upon various company-specifi c factors, as well as general factors.

Potential investors should read the entire Prospectus before deciding whether to invest in GCS and, in particular, should consider the assumptions underlying the Directors' Forecasts in Section 6 and the risk factors that could affect the fi nancial performance of GCS.

This Section describes certain risks associated with an investment in GCS. Each of the risks included below could potentially have a material adverse impact on the Company's operating and fi nancial performance, and its ability to pay dividends. Prospective investors should specifi cally consider the risk factors contained within this Section and other information contained in this Prospectus in light of their own personal circumstances and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding to invest in the Company.

Prospective investors should note that this Section is not an exhaustive list of the risks associated with an investment in the Comapny.

7.2 Specifi c Risk Factors

The business activities of GCS are subject to a number of risks that could affect the Company and the industry in which it operates. These factors may substantially impact on its fi nancial or operating performance. In addition to the general risks set out in Section 7.3, the Directors believe that there are a number of specifi c risk factors that should be taken into account before investors make their investment decision. These are as follows:

7.2.1 Construction industry downturn

As a service provider to the construction industry in Western Australia, the fi nancial performance of the GCS Group is highly reliant on the level of activity within that industry. The level of activity in the construction industry can be cyclical and sensitive to a number of factors beyond the control of the Company. While activity in the Western Australian construction industry is currently strong, there can be no guarantee that there may not be a downturn in the future. Any downturn in the Western Australian construction industry is likely to have a signifi cant effect on the fi nancial performance and/or fi nancial position of the Company.

7.2.2 Key people

The Directors of GCS, GCS Group senior management and founders have the responsibility of overseeing the day-today operations of the Group. The Group is heavily dependent on the relationships that these people have with Group customers. The loss of one or more of these key employees could have a detrimental impact on the Company.

In particular, the Managing Director and largest shareholder of GCS, Mr Enzo Gullotti, has been instrumental in the acquisition of the various businesses that now form part of the GCS Group. Mr Gullotti is also heavily involved in the day-today decision making in each of the businesses within the Group. The Group is currently in the process of developing and implementing new internal management strategies to reduce the reliance of the day-to-day operations of the GCS Group on the services of Mr Gullotti. If the services of Mr Gullotti are lost to the GCS Group, then it is likely that this will adversely affect the Company's fi nancial performance and/or fi nancial position.

In addition, approximately 40% of the forecast revenue of the GCS Group during FY2008 is expected from the operations of CASC. The three founders of CASC will continue managing the operations of CASC. If the services of one or more of the three founders of CASC are lost to the Company then this may adversely affect the Company's fi nancial performance and/or fi nancial position.

7.2.3 Key customers

A large proportion of the Company's forecast revenue is expected from contracts that CASC has with Multiplex. In particular, approximately 40% of the Company's forecast revenue for FY2008 is expected to be derived from Multiplex contracts with CASC. CASC and its founders have provided such contracting services to Multiplex for approximately 25 years and this relationship is important in the continued use of CASC by Multiplex. Should CASC's relationship with Multiplex deteriorate or should Multiplex terminate or default on a contract, or fail to enter into new contracts with CASC then it is likely that this will adversely affect the Company's fi nancial performance and/or fi nancial position.

Multiplex is currently under takeover offer from an offshore company. While the indication is that CASC will be unaffected should this takeover proceed, there can be no guarantee that the relationship between Multiplex and CASC will not be affected.

7. Risk Factors (Continued)

7.2.4 Acquisition risk

The GCS Group has been formed by the acquisitions of a number of existing businesses including the acquisition of CASC on 1 May 2007. Any acquisition by its nature involves a degree of risk and there is a risk that due diligence does not identify matters that may materially affect the operations and fi nancial performance of the business being acquired.

GCS' growth strategy may be adversely impacted if it is unable to identify and execute suitable merger or acquisition targets. In addition, in considering further acquisitions, the GCS Group may devote considerable resources and incur expenses in conducting due diligence and negotiating the acquisition. If a proposed acquisition is not completed then all of the expenses incurred in relation to the proposed acquisition will have an effect of reducing the profi tability of the GCS Group.

Following any acquisition, there are also further risks associated with integrating the acquired business into the GCS Group. These risks include changing the culture within the acquired business to align it with that of the GCS Group (to the extent required), ensuring that senior management are retained, implementation of new management systems and controls consistent with those within the GCS Group and retaining customers of the acquired business.

7.2.5 Integration and operational risks and controls

The GCS Group has been formed by bringing together numerous existing businesses. The management systems and internal controls in these businesses differ and are of varying sophistication. The GCS Group is in the process of implementing consistent management systems and internal controls across the entire GCS Group. Until such systems and controls have been fully implemented, the GCS Group may have ineffi ciencies in its business and may be slower to react to changing circumstances than it would be if the systems were fully implemented.

Operational risk relates to the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events that affect the Group's activities. The Group is exposed to operational risks including process error, pricing or other error, fraud, system failure and failure of security in physical protection systems. The occurrence of any one or more of these may have an adverse impact on the fi nancial performance or prospects of the Company.

The GCS Group currently has a fi nancial controller, but not a chief fi nancial offi cer. The Group is currently in the process of identifying a suitable chief fi nancial offi cer. The GCS Group is currently implementing consistent management systems and internal controls across the entire Group. Should the Company be unable to fi nd a suitable chief fi nancial offi cer then this process may not be completed as expediently as would otherwise be the case.

7.2.6 Labour constraints and rising labour costs

The operations of GCS are labour intensive and the future growth of the Group is highly dependent on its ability to retain existing personnel and recruit and retain additional employees. Western Australia is currently experiencing a shortage of labour required to undertake construction services. Should the Group fail to retain existing employees and recruit and retain additional personnel, this may have a negative impact on existing operations and future growth prospects of the Group and adversely affect the fi nancial performance and/or fi nancial position of the Company.

The shortage of labour has caused labour costs to rise sharply. It is likely that labour costs will continue to rise. If the GCS Group is unable to increase prices to offset these rises, then this may adversely affect the Company's fi nancial performance and/or fi nancial position.

7.2.7 Contracting risk

CASC's business is generally characterised by large, long term fi xed price contracts. Approximately 40% of the Directors' forecast revenue for FY2008 is expected from two CASC contracts with Multiplex. The terms of these contracts are onerous on CASC as the contractor. Typically, they contain few limits on the liability of CASC for non-performance, liquidated damages for late delivery and extensive indemnities are given by CASC. Further, these contracts provide that Multiplex is under no obligation to pay for services provided in the event that the ultimate Multiplex customer defaults on their contractual obligations with Multiplex. It is common that CASC will often commence work on a project before the fi nal contract is entered into. In the event of dispute where no formal contract has been executed, GCS may not have all of the protection that would normally be provided by a written contract.

There is also pricing risk in respect of CASC's current and future contracts. If the initial estimate of costs by CASC in tendering on the two Multiplex projects has been understated or costs increase by a margin greater than that accounted for in the pricing of the contracts, then this may adversely affect the Company's fi nancial performance and/or fi nancial position. Further, if future CASC fi xed price contracts are priced incorrectly, or costs increase above those anticipated at the time of entering the contracts, then this may adversely affect the Company's fi nancial performance and/or fi nancial position.

A signifi cant portion of the GCS Group's other business is based on the supply of plant and equipment and labour to erect and dismantle for a fi xed price. If the amount of plant and equipment required for a particular job or the number of man hours to erect and dismantle is underestimated then this may adversely affect the Company's fi nancial performance and/or fi nancial position.

Fixed price contracts also expose the Company to risks of work interruptions, such as inclement weather conditions, causing potential delays to project work. GCS may be contractually obliged by project time frames or in order to maintain key customer relationships to bear the costs of additional resources required to meet customer project deadlines. Further, the contracts of CASC with Multiplex contain liquidated damages in the event that the project timetable is not achieved. Prolonged work interruptions may adversely impact the Company's fi nancial performance and/or fi nancial position.

7.2.8 Competition

Increased competition could result in price reductions, under-utilisation of equipment and personnel, reduced operating margins and loss of market share. Despite the GCS Group's ability to compete effectively in the markets in which it operates, any of these occurrences may adversely affect the Company's fi nancial performance and/or fi nancial position.

An increase in competition may also result in the GCS Group being unable to increase its prices which, combined with rising labour costs may adversely affect the GCS Group's fi nancial performance and/or fi nancial position.

7.2.9 Limited audit history

The GCS Group has never been subject to audit. Individually, only one of the subsidiaries in the GCS Group has been subject to audit. Audit as a process brings an independent third party review to the operations and fi nancial performance of a company and its business. There is a risk that the initial audit of the GCS Group will identify material matters that have not been accounted for or have been accounted for in an incorrect fashion. The identifi cation or correction of such matters during the audit process could have a material impact on the fi nancial performance and/or fi nancial position of the Company.

7.2.10 Industrial relations

The GCS Group operates within a highly unionised industry. While the Group maintains good ongoing relationships with relevant unions, its fi nancial performance would suffer from a lengthy union dispute and industrial action. There are no assurances that the Group will not experience industrial action in the future.

7.2.11 Safety and industrial accidents

The provision of the Company's products and services is subject to safety related risk and can be considered high risk activities. The Company meets Australian safety standards and a safety plan has been introduced. Despite the relevant safety guards there is no guarantee a serious accident will not occur in the future. A serious accident may negatively affect the fi nancial performance and/or fi nancial position of the Company.

7.3 General Risk Factors

7.3.1 Stock market fl uctuations

The value of Shares will be determined by the share market and will be subject to a range of factors beyond the control of the Company and the Directors. Share market fl uctuations in Australia and other stock markets around the world may negatively affect the value of the Shares. Factors that may infl uence the investment climate in stocks may not relate to actual performance of the Company and may include general economic outlook, changes in government fi scal, monetary and regulatory policies, movements in commodity prices, exchange rate movements, interest rates, infl ation and political developments.

7.3.2 General economic conditions

Both Australian and world economic conditions may negatively affect GCS' performance. Any slow down in economic conditions or factors such as the level of production in the relevant economy, infl ation, currency fl uctuation, interest rates, taxation legislation, supply and demand and industrial disruption may have a negative impact on the Company's costs and revenue. These changes may adversely affect the Company's fi nancial performance and/or fi nancial position.

7.3.3 One-off events

An outbreak of disease, an act of terrorism or an outbreak of international hostilities may occur, adversely affecting consumer confi dence, customer spending and share market performance. This may have an adverse effect on the Company's operating, fi nancial and Share price performance.

7.3.4 Accounting standards

Changes in accounting standards or the interpretation of those accounting standards that occur after the date of this Prospectus may adversely impact on the GCS Group's reported fi nancial performance and/or fi nancial position.

Investigating Accountant's Report 8

8. Investigating Accountant's Report

6 July 2007

The Directors Global Construction Services Limited 2 Redcliffe Road REDCLIFFE WA 6104

Dear Sirs

Investigating Accountant's Report

Introduction

We have prepared this Investigating Accountant's Report ("Report") on historical fi nancial information of Global Construction Services Limited ("GCS" or "the Group") for inclusion in the Prospectus. The Prospectus will offer 20.0 million Shares in GCS at an issue price of $1.00 each to raise $20.0 million before costs ("the Offer"). The Offer will comprise the issue of 18.7 million Shares by the Company at an issue price of $1.00 to raise $18.7 million and the offer of 1.3 million Shares by the Vendor Shareholders at an offer price of $1.00 each to raise $1.3 million.

The Offer is fully underwritten by Bell Potter Securities Ltd.

Expressions defi ned in the Prospectus have the same meaning in this Report.

Basis of Preparation

This Report has been prepared to provide investors with information on the Consolidated Income Statement, the Consolidated Balance Sheet and the Consolidated pro-forma Balance Sheet.

This Report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, nor the risks associated with the investment, and has been prepared based on the complete Offer being achieved. BDO Kendalls Corporate Finance (WA) Pty Ltd ("BDO") has not been requested to consider the prospects for the Company, the Shares on offer and related pricing issues, nor the merits and risks associated with becoming a Shareholder and accordingly has not done so, and does not purport to do so. BDO accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

Background

For background information relating to the Group we refer you to Section 3 of the Prospectus.

Scope

You have requested BDO to prepare an Investigating Accountant's Report covering the following fi nancial information:

Historical Financial Information

GCS's Consolidated Balance Sheet as at 30 June 2006;
GCS's Consolidated Income Statement for the year ended 30 June 2006;
GCS's Consolidated Balance Sheet as at 28 February 2007 including accompanying notes;
GCS's Consolidated Income Statement and Statement of Changes in Equity for the period ended 28 February 2007;
the Consolidated Pro-forma Balance Sheet as at 28 February 2007 refl ecting the actual position as at that date, major transactions between that date and the date of our Report and the proposed capital raising under the Prospectus; and
the accounting policies applied by GCS in preparing its fi nancial statements.

(Collectively "the Historical Financial Information")

8. Investigating Accountant's Report (Continued)

The Historical Financial Information set out in Section 6 of the Prospectus has been extracted from the fi nancial statements of the Company for the period ended 28 February 2007 which was reviewed by BDO Kendalls Corporate Finance (WA) Pty Ltd.

The Directors are responsible for the preparation of the Historical Financial Information, including determination of the adjustments.

We have conducted our review of the historical fi nancial information in accordance with the Australian Auditing Standard AUS 902 "Review of Financial Reports". We made such inquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:
- analytical procedures on the fi nancial performance of the Group for the relevant historical period;
- a review of work papers, accounting records and other documents;
- a review of the assumptions used to compile the pro-forma consolidated Balance Sheet and/or Income Statement;
- a review of the adjustments made to the pro-forma historical fi nancial information;
- a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Group disclosed in Section 6 of the Prospectus; and
- enquiry of Directors, management and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Conclusion

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

the Consolidated Pro-forma Balance Sheet has not been properly prepared on the basis of the pro-forma transactions;
the Historical Financial Information, as set out in Section 6 of this Prospectus does not present fairly:
(a) the historical Consolidated Income Statement of the Group for the year ended 30 June 2006 and the period ended 28 February 2007, and
- (b) the historical Consolidated Balance Sheet of the Company as at 30 June 2006 and 28 February 2007,

in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements, and accounting policies adopted by the Company disclosed in Section 6.9.

Subsequent Events

The following transactions occurred after 28 February 2007 and prior to the issue of the Prospectus:

The issue of 138,057 Shares in GCS to acquire CASC for consideration of $8 million;
The acquisition of plant and equipment from Chiari Used Unit Trust for cash consideration of $7 million payable in accordance with vendor terms of deferred settlement;
The issue of 17,256 Shares in GCS equally to George Chiari Family Trust, Primo Chiari Family Trust and Used Family Trust for a total consideration of $1 million;
The issue of 11,482 Shares to investors for consideration of $0.231 million;
Share split of approximately 32.45 Shares for every one Share;
Proposed dividend of $3.63 million to the Existing Shareholders of GCS;
The repayment of all related entity loan balances at 28 February 2007 being receivable balances of $1.723 million and payable balances of $2.408 million;
GCS through its wholly owned subsidiary "GCS Site Services Pty Ltd" acquired a further 13.3% interest in Miami Holdings Pty ltd trading as Just Hire & Sales for consideration of $0.691 million; and
The sale of land owned by Miami Holdings Pty Ltd for consideration of $1.314 million resulting in a profi t on disposal of $0.415 million.

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief, no other material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Assumptions Adopted in Compiling the Consolidated Pro-forma Balance Sheet

• The consolidated pro-forma balance sheet has been prepared based on the fi nancial statements as at 28 February 2007 after taking into account the subsequent events and transactions as outlined in Section 6.7 of the Prospectus.

Disclosures

BDO Kendalls Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO Kendalls in Perth.

Neither BDO Kendalls Corporate Finance (WA) Pty Ltd nor BDO Kendalls Audit & Assurance (WA) Pty Ltd nor BDO Consultants (WA) Pty Ltd, nor any partner or executive or employee thereof, has any fi nancial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

Consent to the inclusion of the Independent Accountant's Report in the Prospectus in the form and context in which it appears, has been given. At the date of this Report, this consent has not been withdrawn.

Yours faithfully BDO Kendalls Corporate Finance (WA) Pty Ltd

Glyn O'Brien Director

Investigating Accountant's Review 9

9. Investigating Accountant's Review

6 July 2007

The Directors Global Construction Services Limited 2 Redcliffe Road Redcliffe, WA 6104

Dear Sirs

Investigating Accountant's Review on Forecast Financial Information

1. Introduction

We have prepared this Investigating Accountant's Report (the "Report") on the forecast fi nancial information of Global Construction Services Limited ("the Company") and controlled entities (the "Group") for forecast fi nancial information for the fi nancial year ending 30 June 2007, comprising 8 months of actual and 4 months of forecast results and the forecast fi nancial information for the fi nancial year ending 30 June 2008, for inclusion in a Prospectus dated on or about 6 July 2007 (the "Prospectus") relating to the issue of 18.7 million new ordinary Shares in the Company and the sale of 1.3 million Shares by the Vendor Shareholders. Where applicable, this Report is prepared in accordance with Australian Auditing and Assurance Standard AUS 902 "Review of Financial Reports" and PS 170 "Prospective fi nancial information".

Expressions defi ned in the Prospectus have the same meaning in this Report.

The nature of this Report is such that it can be given only by an entity which holds a specifi c licence. BDO Consultants (WA) Pty Ltd holds the appropriate Australian Financial Services Licence under the Corporations Act 2001.

2. Background

For background information relating to the Group we refer you to Section 3.2 of the Prospectus.

3. Scope

You have requested BDO Consultants (WA) Pty Ltd to prepare a report covering the following information:

(i) Forecast fi nancial information for the year ending 30 June 2007, comprising eight months of actual and four months of forecast results.
(ii) Forecast fi nancial information for the pro-forma year ending 30 June 2007, comprising twelve months of pro-forma results.
(iii) Forecast fi nancial information for the year ending 30 June 2008, comprising twelve months of forecast results.

4. Review of Forecast Financial Information

The Directors' Forecasts have been prepared by the Directors using a set of assumptions which include best-estimate assumptions relating to future events and management actions that the Directors expect to occur. The Directors' bestestimate assumptions are set out in Section 6 of the Prospectus.

(referred to collectively as the "Forecasts")

The Directors are responsible for the preparation and presentation of the Forecasts, including the best-estimate assumptions. The Forecasts have been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the forecasts to which it relates for any purposes other than for which it was prepared.

9. Investigating Accountant's Review (Continued)

Review of Directors' Best-Estimate Assumptions

Our review of the best-estimate assumptions underlying the Directors' forecasts was conducted in accordance with the Australian Auditing and Assurance Standard AUS 902 "Review of Financial Reports". Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures we considered necessary.

These procedures included discussion with the Directors and management of the Company and have been undertaken to form an opinion whether anything has come to our attention which causes us to believe that the best-estimate assumptions do not provide a reasonable basis for the preparation of the forecasts and whether, in all material respects, the forecasts are properly prepared on the basis of the best-estimate assumptions and are presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies of the Company disclosed in Section 6 of the Prospectus so as to present a view of the Company which is consistent with our understanding of the Company's past, current and future operations.

The forecasts have been prepared by the Directors to provide investors with a guide to the Company's potential future fi nancial 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 forecasts. Actual results may vary materially from those forecasts and the variation may be materially positive or negative. Accordingly, investors should have regard to the investment risks and sensitivities set out in Section 6 of the Prospectus.

Our review of the forecast information that is based on best-estimate assumptions is substantially less in scope than an audit examination conducted in accordance with Australian Auditing and Assurance Standards. A review of this nature provides less assurance than an audit. We have not performed an audit and we do not express an audit opinion on the forecasts included in the Prospectus.

5. Conclusion

Review Statement on the Forecasts

Based on our review of the forecasts, which is not an audit, and based on an investigation of the reasonableness of the Directors' best-estimate assumptions giving rise to the prospective fi nancial information, nothing has come to our attention which causes us to believe that:

(i) the Directors' best-estimate assumptions set out in Section 6 of the Prospectus do not provide reasonable grounds for the preparation of the forecasts;
(ii) the forecasts are not properly compiled on the basis of the Directors' best-estimate assumptions and are presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in Section 6 of the Prospectus; and
(iii) that the forecast itself is unreasonable.

The underlying assumptions are subject to signifi cant uncertainties and contingencies often outside the control of the Company. If events do not occur as assumed, actual results and distributions achieved by the Company may vary signifi cantly from the forecasts. Accordingly, we do not confi rm or guarantee the achievement of the forecasts, as future events, by their very nature, are not capable of independent substantiation.

6. Independence

BDO Consultants (WA) Pty Ltd does not have any interest in the outcome of this issue other than in the preparation of this report and for which normal fees will be received.

Yours faithfully BDO Consultants (WA) Pty Ltd

Sherif Andrawes Director

9. Investigating Accountant's Review (Continued)

FINANCIAL SERVICES GUIDE

6 July 2007

BDO Consultants (WA) Pty Ltd ABN 92 008 864 435 ("BDO Consultants" or "we" or "us" or "ours" as appropriate) has been engaged to issue general fi nancial product advice in the form of a report to be provided to you.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general fi nancial product advice and to ensure that we comply with our obligations as fi nancial services licensees.

This FSG includes information about:

Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 246328;
Remuneration that we and/or our staff and any associates receive in connection with the general fi nancial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

We have been engaged by Global Construction Services Limited to give general fi nancial product advice in the form of a report to be provided to you in connection with a fi nancial product of Global Construction Services Limited. You are not the party or parties who engaged us to prepare this report. We are not acting for any person other than the party or parties who engaged us. We are required to give you an FSG by law because our report is being provided to you. You may contact us using the details located above.

BDO Consultants (WA) Pty Ltd is a member fi rm of the BDO Kendalls network in Australia, a national association of separate partnerships and entities. The fi nancial product advice in our report is provided by BDO Consultants (WA) Pty Ltd and not by BDO Kendalls or its related entities. BDO Kendalls and its related entities provide services primarily in the areas of audit, tax, consulting and fi nancial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of fi nancial products. However, you should note that we BDO Kendalls (and its related entities) may from time to time provide professional services to fi nancial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide general fi nancial product advice to retail and wholesale clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues in relation to:

derivates;
debentures, stocks or bonds issued or proposed to be issued by a government;
interests in managed investments schemes (excluding investor directed portfolio services);
securities; and
superannuation.

We provide fi nancial product advice by virtue of an engagement to issue a report in connection with a fi nancial product or another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a fi nancial services licensee authorised to provide the fi nancial product advice contained in the report.

FINANCIAL SERVICES GUIDE PAGE 2

General Financial Product Advice

In our report we provide general product advice, not personal fi nancial product advice, because it has been prepared without taking into account your personal objectives, fi nancial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, fi nancial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a fi nancial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

Benefi ts that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fi xed fee or time cost basis.

Except for the fees referred to above, neither BDO Consultants nor any of its directors, employees or related entities, receive any pecuniary benefi t or other benefi t, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefi ts received by our employees

All our employees receive a salary. Our employees do not receive any commissions or other benefi ts arising directly from services provided to you.

Referrals

We do not pay commissions or provide any other benefi ts to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution 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 fi nancial product advice. All complaints must be in writing addressed to The Complaints Offi cer, BDO Consultants (WA) Pty Ltd, PO Box 7426 Cloisters Square, Perth WA 6850.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfi ed with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Industry Complaints Service Limited ("FICS"). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the fi nancial service industry. Our FICS Membership Number is F-3820.

Further details about FICS are available at the FICS website www.fi cs.asn.au or by contacting them directly via the details set out below.

Financial Industry Complaints Services Limited PO Box 579 Collins Street West Melbourne VIC 8007 Toll free: 1300 78 08 08 Facsimile: (03) 9621 2291

Contact details

You may contact us using the details set out at the top of our letterhead on the previous page.

Additional

10. Additional Information

10.1 Rights Attaching to Shares

A summary of the rights attaching to ordinary Shares in GCS is set out below. This summary is qualifi ed by the full terms of GCS's Constitution (a full copy of the Constitution is available from GCS on request, free of charge) and does not purport to be exhaustive or to constitute a defi nitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a defi nitive assessment of the rights and liabilities which attach to Shares in any specifi c circumstances, the Shareholder should seek legal advice.

(a) Voting

At a general meeting, on a show of hands every ordinary Shareholder present in person has one vote. At the taking of a poll, every ordinary Shareholder present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly paid Share has a fraction of a vote with respect to the Share. The fraction is equivalent to the proportion which the amount paid (not credited) bears to the total amount paid and payable (excluding amounts credited).

(b) General meetings

Each ordinary Shareholder is entitled to receive notice of, attend and vote at general meetings of GCS and to receive all notices, fi nancial statements and other documents required to be sent to ordinary Shareholders under the Constitution, the Corporations Act and the ASX Listing Rules.

(c) Dividends

The Directors may pay to ordinary Shareholders any interim and fi nal dividends as, in the Directors' judgement, the fi nancial position of GCS justifi es. The Directors may fi x the amount, the record date for determining eligibility and the method of payment. All dividends must be paid to the ordinary Shareholders in proportion to the number and the amount paid on the Shares held.

(d) Transfer of Shares

Generally, all Shares in GCS are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the ASX Listing Rules and the ASTC Business Rules. The Directors may decline to register an instrument of transfer received where the transfer is not in registrable form or where refusal is permitted under the ASX Listing Rules or the ASTC Business Rules. If the Directors decline to register a transfer GCS must give reasons for the refusal. The Directors must decline to register a transfer when required by the Corporations Act, the ASX Listing Rules or the ASTC Business Rules.

(e) Variation of rights

GCS may only modify or vary the rights attaching to any class of shares with the prior approval by a special resolution of the holders of shares in that class at a meeting of those holders, or with the written consent of the holders of at least threequarters of the issued shares of that class.

(f) Winding up

Subject to the rights of holders of shares with special rights in a winding-up, if the Company is wound up, members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid up on their shares when the winding up begins.

(g) Directors

The minimum number of Directors is three and the maximum is ten. Currently, there are four Directors. Directors, excluding the Managing Director, must retire on a rotational basis so that one-third of Directors must retire at each annual general meeting. Any other Director, excluding the Managing Director, who has been in offi ce for three or more years must also retire. A retiring Director is eligible for re-election. The Directors may appoint a Director either in addition to existing Directors or to fi ll a casual vacancy, who then holds offi ce until the next annual general meeting.

Except as otherwise required by the Corporations Act, any other law, the ASX Listing Rules or the Constitution, the Directors have power to manage the business of the Company and may exercise every right, power or capacity of the Company to the exclusion of the members (except to sell or dispose of the main undertaking of the Company).

10. Additional Information (Continued)

(h) Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.

(i) Issue of further Shares

Subject to the Constitution, the Corporations Act and the ASX Listing Rules, the Directors may issue, or grant options in respect of Shares to such persons on such terms as they think fi t. In particular, the Directors may issue preference shares, including redeemable preference shares, and may issue shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on winding up.

(j) Offi cers' indemnity

To the full extent permitted by the law and to the extent not covered by insurance, GCS must indemnify each offi cer of GCS against all losses and liabilities incurred by the person as an offi cer of GCS, including costs and expenses incurred in defending proceedings in which judgement is given in favour of the person or in which the person is acquitted or in connection with relief granted to the person in an application under the Corporations Act in respect to such proceedings.

(k) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of ordinary shareholders present and voting at a general meeting. At least 28 days notice of the intention to propose the special resolution must be given.

10.2 Summary of Material Contracts

Various contracts entered into by the Company may be material to the Offer or the operation of the business of GCS. The Directors of GCS consider the contracts summarised below are signifi cant or material to the Company. ("Material Contracts").

The main provisions of the Material Contracts are summarised in this section.

10.2.1 Underwriting Agreement

The Company and the Vendor Shareholder have entered into the Underwriting Agreement with the Underwriter whereby the Company has engaged the Underwriter to fully underwrite the Offer. Capitalised terms in this Section have the meaning as defi ned in the Underwriting Agreement.

The Underwriter will receive an underwriting fee of 3% of the Underwritten Amount of $20,000,000 (being a fee of $600,000) and a management fee of 2% of the Underwritten Amount (being a fee of $400,000).

The Underwriter will also be reimbursed all reasonable costs, charges and expenses incurred by the Underwriter in connection with the Offer.

In addition to the fees specifi ed above, the Company must pay and will indemnify the Underwriter against, and in relation to, all costs and expenses of the Offer provided that the Underwriter must seek the approval of the Company before incurring any single item of expense of an amount in excess of $2,000 (other than agreed legal expenses and disbursements).

The Company makes certain representations, warranties and undertakings to the best of its knowledge, information and belief to the Underwriter including (without being exhaustive):

no breach of material agreement;
legal compliance of the Prospectus;
each of the Company and its subsidiaries (each a Relevant Company) holding all licences, permits and approvals necessary to enable it to carry on each of its businesses;
compliance with the Corporations Act, any legally binding requirement of ASIC or ASX in all material respects and compliance with the Listing Rules; and
correctness and completeness of information provided.

The Underwriter makes a number of representations, warranties and undertakings to the Company to the best of its knowledge, information and belief that:

it is a body corporate registered under the Corporations Act;
it has the power to enter into and comply with all of the terms and conditions of the Underwriting Agreement;
it has obtained all approvals and authorities that may be required to permit the Underwriter to enter into the Underwriting Agreement and to perform the obligations under the Underwriting Agreement in accordance with its terms including the obtaining and holding of all licenses and permits required by the Corporations Act; and
the obligations of the Underwriter are valid and binding.

For 6 months from the date of the admission of the Company to the Offi cial List the Company is committed to a number of restraints affecting its capital and operating base including restraints whereby it must not without the prior consent of the Underwriter issue any securities or alter its capital structure; amend its constitution; dispose or agree to dispose of the whole or a substantial part of its business or property; or charge or agree to charge the whole or substantial part of its business or property other than in the normal course of business.

The Company agrees to indemnify the Underwriter and its offi cers, employees, agents and advisers in a range of circumstances associated with the Offer and the Prospectus.

The Underwriter may elect to terminate its obligations under the Underwriting Agreement by notice to the Company if on or before the allotment of all the Shares, one of the events set out below occurs:

(a) (Indices fall): any of the All Ordinaries Index or Small Ordinaries Index as published by ASX is for a period of 3 days after the date of this Agreement 10% or more below its level as at the close of business on the date of the Underwriting Agreement; or
(b) (Prospectus): the Prospectus or the Offer is withdrawn by the Company; or
(c) (Copies of Prospectus): the Company fails to provide 1,000 copies of the Prospectus to the Underwriter within 7 days of the Exposure Date and such failure is not remedied within 2 days; or
(d) (No Offi cial Quotation): Offi cial Quotation has not been granted by 8 August 2007 (or such later date as may be agreed) or having been granted, is subsequently withdrawn, withheld or qualifi ed; or

(e) (Supplementary prospectus):

(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in unacceptable circumstances under Part 6.10 of the Corporations Act, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require; or
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter; or
(f) In addition, if one or more of the following events either separately or together have a material adverse effect (where the expression "material adverse effect" includes events that have or are likely to have a materially adverse effect on the outcome of the Offer, the trading fi nancial position, performance, business or operations of the Company, or could give rise to more onerous obligations of the Underwriter), the Underwriter may also terminate the Underwriting Agreement under the following circumstances:
- (i) (Exposure period): before midnight on the Exposure Date ASIC notifi es the Company of any defi ciency of any kind in the Prospectus as lodged on the Lodgement Date or ASIC gives any notice, whether written or oral, to the Company extending (or further extending) the Exposure Date or giving notice of its intention to so extend;
- (ii) (Default): default by the Company or the Vendor Shareholder under the Underwriting Agreement;
- (iii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company or the Vendor Shareholder in the Underwriting Agreement is or becomes untrue or incorrect;

10. Additional Information (Continued)

(iv) (Contravention of constitution or Act): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act or any other applicable legislation or any requirement of ASIC or ASX;
(v) (Restriction on allotment): the Company is prevented from allotting the Offer Shares within the time required by the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority;
(vi) (Adverse change): any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, fi nancial position, trading results, profi ts, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, is unlikely to be met in the projected time;
(vii) (Non compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:
- (A) the assets and liabilities, fi nancial position and performance, profi ts and losses and prospects of the Company; and
- (B) the rights and liabilities attaching to the Offer Shares;
(viii) (Misleading Prospectus): it transpires that there is a statement in the Prospectus that is incorrect, misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of sections 710, 711 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(ix) (Error in Due Diligence Results): it transpires that any of the Due Diligence Results or any part of the Verifi cation Material was false, misleading or deceptive or that there was an omission from them;
(x) (Withdrawal of consent to Prospectus): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(xi) (ASIC application): an application is made by ASIC for an order under section 1324B of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(xii) (ASIC hearing): ASIC gives notice of its intention to hold a hearing under section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or ASIC makes an interim or fi nal stop order in relation to the Prospectus under section 739 of the Corporations Act;
(xiii) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(xiv) (Signifi cant change): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(xv) (Public statements): without the prior approval of the Underwriter a public statement is made by the Company or the Vendor Shareholder in relation to the Offer, the Issue or the Prospectus;
(xvi) (Misleading information): any information supplied at any time by the Company or any person on its behalf or the Vendor Shareholder to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;

(xvii) (Hostilities): political or civil unrest not presently existing commences (whether war has been declared or not) or a major escalation in existing hostilities, political or civil unrest occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, India, Pakistan, Japan, Indonesia, North Korea, South Korea, Singapore, Malaysia, Taiwan, or the Peoples Republic of China, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(xviii) (Offi cial Quotation qualifi ed): the Offi cial Quotation is qualifi ed or conditional other than as set out in the defi nition of "Offi cial Quotation";
(xix) (Change in Act or policy): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fi scal policy that adversely impacts on the Offer;
(xx) (Change in economy): there occurs any fundamental change in Australian economic or political conditions;
(xxi) (Prescribed Occurrence): a Prescribed Occurrence occurs, other than as disclosed in the Prospectus;
(xxii) (Suspension of debt payments): the Company suspends payment of its debts generally;
(xxiii) (Event of Insolvency): an Event of Insolvency occurs in respect of a Relevant Company;
(xxiv) (Judgment against a Relevant Company): a judgment in an amount exceeding $250,000 is obtained against a Relevant Company and is not set aside or satisfi ed within 7 days;
(xxv) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus;
(xxvi) (Board and senior management composition): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter;
(xxvii) (Authorisation) any Authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modifi ed or amended in a manner unacceptable to the Underwriter;
(xxviii) (Timetable): there is a delay in any specifi ed date in the Timetable which is greater than 3 Business Days;
(xxix) (Force Majeure): a Force Majeure affecting the Company's business lasting in excess of 7 days occurs;
(xxx) (Indictable offence): a director or senior manager of a Relevant Company or the Vendor Shareholder is charged with an indictable offence;
(xxxi) (Certain resolutions passed): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(xxxii) (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus;
(xxxiii) (Breach of material contracts): any of the contracts described as material contracts or material agreements in the Prospectus is terminated or substantially modifi ed;
(xxxiv) (Investigation): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company; or
(xxxv) (Market conditions): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing fi nancial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international fi nancial markets.

10. Additional Information (Continued)

10.2.2 Multiplex Contract - 100 St Georges Tce

CASC has been contracted by Multiplex to undertake formwork for a new multi-storey offi ce consisting of four basement levels, four retail levels and 17 offi ce fl oors at 100 St Georges Terrace Perth. The timetable for the agreement commenced on 1 November 2006 and is scheduled to be completed on 23 December 2008.

The contract is a fi xed sum contract for the amount of $17,800,000 (excluding GST).

The terms of this contract are favourable to Multiplex and impose onerous and strict terms and conditions upon CASC, together with signifi cant liability for CASC should it not perform in accordance with the agreement.

CASC invoices Multiplex each month for work done. Payment to CASC is made by Multiplex within 6 days after the end of the month following the issue of the invoice. 5% of the total contract sum is retained by Multiplex until practical completion of the principal works – then one half of this amount is paid to CASC and the remaining one half is paid to CASC's at the end of the defects liability period under the head contract or issue of the Architect's fi nal certifi cate, whichever is later.

CASC may not increase the price for fl uctuations in the cost of labour and/or materials nor any other factor (apart from agreed variations) infl uencing the cost of CASC performing its obligations (even factors unforseen at the time of entering into the agreement). The contract sum includes all allowances and CASC will not be entitled to recover any additional payment for, any loss, expense or damage for any disruption to CASC's execution of the works, including delay, acceleration, lack continuity, overtime, lack of coordination, overcrowding, industrial disruption and lack of access whether or not they are attributable to Multiplex.

There is no force majeure clause in the agreement. However CASC can, if CASC has not contributed to the delay, has taken all steps to minimise or avoid the delay, and then subject to the head contract, seek an extension of time to complete and such time extension will be granted by Multiplex as it considers reasonable.

Multiplex can terminate the contract for a variety of reasons, including CASC failing to proceed with the works consistently, diligently, expeditiously and in a safe proper workmanlike and competent manner to the satisfaction of Multiplex. If Multiplex were to terminate the contract, then it is entitled to take possession of and use all CASC plant and equipment materials and other goods for the execution of the works whether or not these items are onsite or elsewhere and may take possession of the same until completion of the work.

CASC indemnifi es the proprietor/developer and Multiplex against all losses arising out of or in the course of or caused by breach or performance of the agreement by CASC, where CASC is negligent.

CASC indemnifi es Multiplex against all losses and liabilities arising from any conduct or admission by CASC which amounts or results in default by Multiplex under the head contract or failure by Multiplex to perform and comply with the terms of the head contract.

CASC indemnifi es the proprietor, Multiplex and their directors for all loss, damages, claims arising out of the execution of the works.

Where Multiplex has incurred a liability obligation under a term of the head contract CASC shall have or incur a corresponding liability or obligation in its performance in its sub-contract.

There is no monetary limit on the liability of CASC under this agreement.

Defects which may appear at any time shall be fi xed by CASC within 24 hours of receiving written direction from Multiplex.

CASC will be held responsible for any delays, disruption and costs incurred by others due to any failure on CASC's part to proceed accordingly.

If CASC fails to bring the works or any stage thereof to completion within the time contemplated by the agreement then CASC shall pay liquidated damages which are defi ned as the aggregate of:

(a) $50,000 per calendar day;
(b) the actual amount of any cost, loss, expense and/or damages payable to any other sub-contractors by Multiplex; and
(c) the actual amount of any cost, loss, expense and/or damages payable by Multiplex to the proprietor/developer.

Should the head contract, or Multiplex's execution of the principal works, or any aspects of the works be suspended or terminated at any stage, for any reason whatsoever then Multiplex may by notice in writing to CASC suspend, terminate or assign the agreement whereupon CASC will not be allowed to claim in respect for loss of profi t. CASC can recover from Multiplex such cost as may be agreed or fi xed by a Court but only to the extent Multiplex has been able to recover and/or keep a corresponding amount from the proprietor/developer.

10.2.3 Multiplex Contract – Claremont Quarter Project

CASC has been awarded the contract in respect of the formwork for the Claremont Quarter Project. A sub-contract agreement has been received by CASC from Multiplex.

The agreement has been executed by CASC and returned to Multiplex for signing. The agreement has terms favourable to Multiplex and imposes onerous and strict terms and conditions upon CASC, together with signifi cant liability for CASC should it not perform in accordance with the agreement.

The details and terms of this agreement include:

(a) CASC has been contracted by Multiplex to undertake formwork including, the provision of design, supervision, labour and equipment necessary to complete the supply and installation of formwork and the supply and placing of concrete for a large retail and residential development in Claremont, Western Australia.
(b) The works are to commence on 30 April 2007 and are to be completed by 21 February 2011 (with various separate portions of work to be completed by certain dates within this timetable).
(c) The contract is a fi xed sum contract in the amount of $44,070,000 (excluding GST).
(d) CASC invoices Multiplex each month for work done. Payment to CASC is made by Multiplex one month after the end of the month in which the relevant payment claim is made by CASC.
(e) 5% of the total contract sum is retained by Multiplex until practical completion of the project. One half of this amount is paid to CASC at practical completion with the balance being paid on completion of the 12 month project defect liability period.
(f) Under this fi xed price agreement CASC shall not be entitled to recover any additional payments for delay in the project timetable.
(g) There is no force majeure clause in the agreement. However, CASC can if delay has been caused by Multiplex seek an extension of time to complete its works.
(h) This agreement can be terminated by Multiplex if CASC commits a breach of the agreement.
(i) Multiplex may at its sole convenience terminate the agreement for any reason. If this occurs, CASC is allowed to claim for the work done and materials used up to the termination. CASC will not be entitled to make any claim in excess of this amount (eg. loss of profi ts). Further CASC cannot claim more than that which the principal pays Multiplex in respect to the work under this sub-contract agreement upon termination of the main contract by the principal.
(j) CASC indemnifi es Multiplex, where CASC has been negligent, against loss of or damage to the property of any person, including the principal or Multiplex, and any existing property in or upon which the work under the agreement is being carried out, and, claims by any persons against the principal or Multiplex or both in respect of personal injury or death or loss of or damage to any property, and, all losses suffered or incurred by Multiplex arising out of or in connection with or as a consequence of the carrying out by CASC of the work under the agreement. CASC's liability is reduced proportionally to the extent that a negligent act or omission of Multiplex has contributed to the loss or damage.
(k) CASC indemnifi es Multiplex and each of its offi cers, agents and employees against any and all losses, suffered or incurred by any of those indemnifi ed in respect of any claim due to any breach, act, omission, or default of CASC, which liability will be reduced proportionally to the extent only that a negligent act or omission of Multiplex or any of its offi cers or agents or employees has contributed to their losses.

10. Additional Information (Continued)

(l) CASC liability to Multiplex under the agreement is the aggregate of $44,070,000 and an amount equal to the limit of liability under the policy of insurance which CASC is required to take out under this agreement. This liability limitation does not apply if there is a breach of intellectual property rights by CASC, in respect of CASC's obligations to third parties for property loss or damage or injury or death caused by CASC, or for loss, damage and expense caused by the reckless, malicious, or fraudulent acts of CASC, its employees, or agents. CASC is currently negotiating with Multiplex to signifi cantly reduce the maximum cap on liability under this agreement.
(m) If CASC fails to reach practical completion by the date for practical completion it is required to pay Multiplex liquidated damages at a rate of: Stage 1 retail - $30,000.00 per day, Stage 1 residential - $10,000.00 per day, Stage 2 - retail $40,000.00 per day, Stage 2 residential - $12,000.00 per day. Payment of liquidated damages are capped to 5% of the contract sum.
(n) CASC rights and obligations under this agreement are subject to the restrictions, or limitations which apply to Multiplex' corresponding rights under the main contract.
(o) CASC is solely responsible for all construction means, methods, techniques, procedures. Any review and comment by Multiplex shall not relieve CASC from any liability under this agreement. CASC has warranted that it has not placed any reliance on Multiplex for the completeness, accuracy or adequacy of any information concerning site condition and CASC assumes all risk in this regard. Likewise, Multiplex does not warrant the adequacy, suitability or completeness of any work or fi nishes of any separate contractor. CASC warrants that it has good title to intellectual property rights concerning its work as per this agreement.
(p) If loss or damage occurs to the work under this agreement during the period for which CASC is working then CASC is responsible for its care and CASC shall rectify any such loss or damage.
(q) CASC shall ensure that at all times named key personnel, being Luis Used, George Chiari and Primo Chiari, are directly engaged in the performance of the work under this agreement.
(r) If Multiplex discovers material or work provided by CASC is not in accordance with the agreement then Multiplex may direct CASC to demolish the work, reconstruct, replace or correct the work, etc. In addition Multiplex may also seek from CASC the loss suffered by Multiplex as a result of the decrease in the value to Multiplex.

10.2.4 GCS Group – Standard Trading Terms

The GCS Group has standard trading terms that a signifi cant number of its clients agree to in relation to the services that the GCS Group provide.

The standard terms and conditions include:

(a) the client agrees to pay GCS within 30 days of the date of the invoice rendered;
(b) GCS is entitled to charge interest on all outstanding monies at 12% per annum;
(c) GCS may at any time withdraw, suspend the credit facility or increase or decrease the limit of this facility without notice to the client and or guarantor;
(d) property and any goods that are being sold by GCS to the client will not pass to the client until such time as the goods are paid for in full;
(e) the client agrees that goods hired out or supplied by GCS shall be at the client's risk;
(f) the client agrees to store and maintain the goods in such manner as to show clearly that they are the property of GCS;
(g) the client appoints GCS as its attorney to collect the goods and or to collect payment from any third party for the goods;
(h) the client acknowledges that it has inspected the goods and is satisfi ed that the goods are fi t for the purpose which they are being used and are in a clean condition and are in good substantial working order, repair and conditions;

(i) GCS provides no warranty as to the suitability or fi tness of the goods; and
(j) if the client's payment obligations are guaranteed by a guarantor, the guarantee is continuing and irrevocable.

10.2.5 Share Swap Agreement - CASC

Under this agreement the former shareholders of CASC Constructions Pty Ltd (being entities associated with George Chiari, Primo Chiari, and Luis Used) exchanged all their shareholding in CASC for shares in GCS with effect from 1 May 2007.

Warranties and indemnities were provided to GCS by the former CASC shareholders including:

(a) All the fi nancial accounts provided by CASC to GCS give a true and fair view of the assets, liabilities, fi nancial position and state of affairs of CASC and the profi t of CASC for the year ended 2004/2005 and 2005/2006. Further, these accounts do not mislead or deceive, were prepared in accordance with applicable accounting standards, and are not affected by any unusual, abnormal, extraordinary or exceptional items other than as disclosed in the agreement.
(b) They indemnify GCS from and against any and all losses which may be asserted against or suffered or incurred by GCS, but only to the extent that such losses arise out of, result from or relate to the conduct of the business activities of CASC up to but excluding the date of Completion and in respect to the representations, obligations covenants and warranties contained in the agreement.
(c) They indemnify GCS from any claims made against CASC under the building contracts for Midland Gate Shopping Centre and the District Court Building.
(d) They shall be responsible for and shall indemnify and keep indemnifi ed GCS in relation to any and all claims made in connection with any warranties or representations given by the former CASC shareholders to any person up to and including the Completion Date.

GCS is responsible for and shall indemnify and keep indemnifi ed the former CASC shareholders in relation to any and all claims made in connection with any warranties or representations given by GCS to any person up to and including the completion date. If any such claim is made GCS shall make available to the former CASC shareholders all such records, documents and other assurances as the CASC shareholders shall reasonably request for the purpose of defending, clarifying or satisfying any such claim.

If and when the retention monies are paid on the Midland Gate ($350,900) and District Court ($638,000) contracts to CASC by Multiplex, CASC will pay this amount to CASC Services (an entity associated with George Chiari, Primo Chiari, and Luis Used).

10.2.6 Purchase of Plant and Equipment - CASC Services

Under this asset sale agreement between CASC Services as trustee for the Chiari Used Unit Trust and GCS Access (a subsidiary of GCS), GCS Access has purchased from CASC Services plant and equipment having an agreed value of $7 million plus GST.

A deposit of $1 million has been paid by GCS Access, of which $900,000 is being held in trust pending completion and $100,000 has been released unconditionally to CASC Services.

The possession of the plant and equipment was given to GCS Access on 8 May 2007. Title to the assets does not pass to GCS Access until the balance of the purchase price is paid.

GCS Access must pay the balance of the purchase price to the CASC Services on 31 August 2007 or 7 days after the ASX provides its conditional approval for the listing of GCS and GCS is satisfi ed with such conditions, whichever date is the earlier.

On payment of the balance of the purchase price GCS Access will acquire the legal benefi cial and ownership of the assets free and clear from any encumbrance or claim of any person.

10. Additional Information (Continued)

GCS Access has effectively agreed to purchase this plant and equipment on an "as is, where is" basis and has agreed with respect to the plant and equipment that:

(a) it has relied on its own investigations;
(b) it has not relied on any representation made by CASC Services;
(c) no warranty or representation is made or is to be implied on the part of CASC Services; and
(d) it is purchasing the plant and equipment in it's current state at the date of the agreement.

GCS Access cannot terminate the agreement, delay completion, withhold payment of any part of the purchase price, make any claim for compensation or damages arising from or as a result of the present state and condition of the plant and equipment or any of the plant and equipment not being fi t or suitable for any purpose.

Between 8 May 2007 and the date GCS Access completes payment GCS Access is liable to all expenses in relation to the plant and equipment.

GCS Access has indemnifi ed CASC Services from and against losses which may be suffered or incurred by CASC Services by reason of:

(a) the failure of GCS Access to observe and fulfi l its obligations under this agreement;
(b) any breach or non-performance of any warranty provided by it under this agreement;
(c) possession of the plant and equipment by GCS Access after 8 May 2007;
(d) ownership of the plant and equipment by GCS Access after the completion date; and
(e) any encumbrances created or incurred on or in relation to the plant and equipment after the completion date.

Warranties provided by CASC Services and the covenantors (George Chiari, Primo Chiari and Luis Used, being the directors of CASC Services Pty Ltd) include that CASC Services is the legal and benefi cial owner of the assets and, as at completion, the assets will not be subject to any encumbrance.

10.2.7 Hire of Equipment Agreement - CASC Hire

GCS Rapid Access entered into a deed with CASC Hire dated 17 August 2004. By this agreement GCS Rapid Access agreed to hire plant and equipment from CASC Hire. The rental for this equipment is $43,081 per month exclusive of GST. The rental period is for 11 years and 2 months commencing on 1 July 2004 and terminating on 31 August 2015, but with the fi rst payment to be made on 30 September 2005.

GCS Rapid Access must keep the hire plant in the condition in which it was at the commencement date subject to fair wear and tear and not part with the possession of the hire plant except in the ordinary course of its business. GCS Rapid Access has covenanted with CASC that it will keep the hire plant insured to its full replacement value and keep a standard public risk insurance policy for an amount not less then $10 million.

CASC Hire is entitled to repossess the hire plant if GCS Rapid Access breaches the agreement. CASC retains ownership of the hire plant. Under the agreement GCS Rapid Access has the option to purchase the hire plant as at 31 August 2015 for a nominal sum.

10.2.8 Purchase of Miami Holdings

By a share sale agreement GCS Site Services (a subsidiary of GCS) has agreed to buy from Wayne McKenzie Murray as trustee for the McKenzie Trust, Neil William Bowman and Donna Marie Bowman (the vendors), shares in Miami Holdings Pty Ltd which trades as "Just Hire".

The purchase price paid for 33.33% of the issued shares in Miami Holdings was $1,310,000, whereupon Enzo Gullotti and Sam Mangione were appointed directors of Miami Holdings.

The agreement contains put and call options in respect of the sale and purchase of the balance of the shares in Miami Holdings for a total consideration of $3,454,810. Miami Holdings is 60% owned by GCS Site Services.

If GCS Site Services defaults on completion of the put or call options then the vendors shall be entitled to exercise all remaining Options and GCS Site Services shall then be required to pay all the outstanding amounts to acquire all of the shares in Miami Holdings.

The option price will be paid by the GCS Site Services by monthly instalments for the 12 month period from exercise of the option. If the EBITDA of Miami Holdings exceeds $1.7 million per year the monthly repayment instalments will be adjusted as follows:

(a) the amount that EBITDA exceeds $1.7 million will be calculated;
(b) the amount calculated in (a) will be reduced by 50% and this amount will be divided into twelve (12) instalments; and
(c) the amount as calculated in (b) will be added to the monthly instalments to enable the option price to be repaid earlier.

10.2.9 Miami Shareholders Agreement

The shareholders of Miami Holdings, being Wayne McKenzie Murray as trustee for the McKenzie Trust, Neil William Bowman and Donna Marie Bowman ("the original shareholders") and GCS Site Services, have entered into a shareholders agreement in relation to the management and control of Miami Holdings.

The original shareholders have agreed to abstain from voting and waive their voting rights as shareholders at all company meetings as from 28 February 2006. The original shareholders are allowed to appoint two directors of Miami Holdings but these directors have no voting rights. At the date of this Prospectus no directors have been appointed by the original shareholders. GCS Site Services has two directors of Miami Holdings with full voting rights.

This agreement terminates on the payment of all monies under the option agreement.

10.2.10 Purchase of Shares – Basso Group

Under this agreement dated December 2006 Majicyl Pty Ltd ATF the Basso Investment Trust (Majicyl) has agreed to purchase 256,304 Shares in GCS (which GCS issued on a pre share split basis) for the sum of $5,170,546 (plus adjustments under the agreement which were determined to be $473,000). Majicyl is part of the Basso Brusa group of companies.

To date Majicyl has paid $4,170,546 for its Shares in GCS.

Majicyl is required to make one further payment of $1 million together with interest at 8.5% per annum on 1 July 2008.

10.2.11 Hire of Plant and Equipment – Basso Brusa Group

GCS Security Scaffolding Pty Ltd (a subsidiary of GCS) has agreed to hire from the Basso Brusa group of companies scaffolding equipment over a minimum period of 24 months commencing 1 July 2006. The amount payable to hire this equipment is $255,000 plus GST and state government hire tax if applicable, with payments to be made by the GCS Security Scaffolding pro-rata monthly in arrears. This agreement takes into account the purchase of equipment referred to below in Section 10.2.12.

10.2.12 Purchase of Plant and Equipment – Basso Brusa Group

GCS Access has agreed to purchase from the Basso Brusa group of companies scaffolding equipment for a total price of $2,234,149.30.

The agreement states that approximately 50% will be purchased on 1 July 2007 and the balance on or before 1 July 2008. Completion is subject to clear title to the equipment passing to GCS Access.

10.2.13 Senior Management Employment Agreements

Employment agreements have been entered into between CASC and each of George Chiari, Primo Chiari and Luis Used, who are the founders and executive offi cers of CASC.

10. Additional Information (Continued)

The terms of each employment agreement are substantially the same and include:

(a) the term of employment is 5 years from 8 May 2007;
(b) salary payable is $300,000 per annum plus superannuation commencing 1 July 2007;
(c) provision of a fully maintained vehicle, mobile phone and income protection insurance;
(d) the employee must exercise the utmost good faith in the best interests of CASC and GCS;
(e) CASC may terminate the agreement at will and upon termination the employee will be entitled to 50% of his salary for the period remaining in the employment agreement;
(f) the agreement may also be terminated, by CASC for serious misconduct, in which event CASC is not required to pay compensation; and
(g) each employee has provided CASC with a 3 year restrictive covenant on termination of the agreement, whereby the employee will not engage directly, or indirectly or through any person in an enterprise, company, fi rm to carry on a substantially similar activity to that of CASC (including formwork and scaffolding). Each employee will not attempt to or entice away clients of CASC or suppliers of CASC or other employees of CASC. Nothing prevents each employee from working for a salary in restricted areas after the 5 year term if CASC does not continue his employment.

10.2.14 Deed of Employment – Enzo Gullotti

An employment arrangement has been entered into with Mr Enzo Gullotti as the Managing Director and CEO of the GCS Group for a term of 5 years commencing 1 July 2007. The terms of this agreement include:

(a) salary payable is $370,000 per annum plus superannuation;
(b) provision by GCS of a fully maintained vehicle, mobile phone and income protection insurance;
(c) Mr Gullotti must exercise the utmost good faith in the best interests of CASC and GCS;
(d) GCS may terminate the agreement at will and upon termination the employee will be entitled to 50% of his salary for the period remaining in the employment agreement;
(e) if the employee terminates the employment arrangement he must give at least 6 months notice of termination. On resignation the employee will not be entitled to any further payment other than for services provided during the notice period;
(f) the agreement may also be terminated for serious misconduct, in which event GCS is not required to pay compensation; and
(g) a 1 year non-compete and non-solicitation covenant on termination of the agreement, whereby Mr Gullotti will not engage directly, or indirectly or through any person in an enterprise or company, to carry on a substantially similar activity to that of GCS. The Company may elect to allow him to work as an employee in the restricted area in lieu of paying him during the restraint period and, in these circumstances, the Company must continue to pay his salary during this restraint period. If 50% or more of the shares are acquired by a party as a result of a takeover or scheme of arrangement, the deed, including the above restrictive covenants shall cease to apply to Mr Gullotti.

10.2.15 Loan – Multari

Mr Tony Fortunato Multari has lent the sum of $1,500,000 to GCS Access at an interest rate of 8.5% per annum (with interest paid monthly in arrears). The loan is an interest only loan. This loan is secured by a fi xed and fl oating charge over the assets of GCS Access securing $3,000,000 of assets.

It is proposed that this loan will be repaid from the proceeds of the Offer and discharged.

10.2.16 Union Agreements

CASC Constructions / CFMEU - Union Agreement

CASC has an agreement with the Construction, Forestry, Mining And Energy Union (CFMEU) which relates to matters between CASC and union employees of CASC, such as dispute resolution, safety, contracts of employment, redundancy, wages and allowances, hours of work, rostered days off, leave, rates of pay and a drug and alcohol policy for employees. This agreement incorporates the Building Trades (Construction) Award 1997.

The agreement applies from the fi rst pay period on or after 1 November 2005 and remains in force until 31 October 2008. The parties to this agreement have agreed to commence negotiations for a new agreement to succeed this agreement at least 3 months before the expiry date.

GCS Rapid Access

GCS Rapid Access is currently negotiating an agreement with the CFMEU which when fi nalised would likely remain in force until 31 October 2009. This agreement would deal with similar issues to the CASC/CFMEU agreement outlined above.

10.2.17 Restriction Agreements

Each of the Existing Shareholders has entered into a voluntary escrow agreement pursuant to which 50% of the party's Shares will be escrowed until after the release of the Company's fi nancial statements for the year ended 30 June 2008. Such voluntary escrow will enable GCS to place a holding lock on the Shares of the Existing Shareholders to prevent their transfer.

These agreements affect 22,664,029 Shares, being approximately 34.7% of GCS's issued Share capital following admission to the Offi cial List.

Additionally, the Shareholder's restricted securities may be transferred or cancelled in accordance with a takeover bid or merger by way of scheme of arrangement under the Corporations Act.

10.2.18 Deeds of Access, Indemnity and Insurance

GCS intends to enter into deeds of access, indemnity and insurance with each of the Directors.

The Company will undertake, subject to the restrictions in the Corporations Act, to indemnify each Director and offi cer in certain circumstances and to maintain directors' and offi cers' insurance cover (if available) in favour of each Director whilst a Director and for 7 years after the Director or offi cer has ceased to be a Director.

The Company will undertake with each Director to provide access to any Company records which are either prepared or provided to the Director during the period which he was a Director for a period of 7 years after the Director has ceased to be a Director.

Provisions in these deeds which require Shareholders approval will be of no force and effect until such time as the approval is obtained under the Corporations Act. Such approval will be sought at the next meeting of Shareholders of the Company.

10.3 Employee Participation in the Offer

The Company has made provision for employees to participate in the Retail Offer. Each employee will be made an offer of up to 2,000 Shares under the Retail Offer. A maximum of $400,000 of the funds being raised has been set aside for this purpose. The Company will also provide those employees with a loan to acquire the Shares. The loan will be repaid by retentions from the employees periodic wage payments. Should an employee resign prior to the repayment of the loan then the loan will become immediately repayable and the Company may set off any entitlements owed to the employee against the balance of the loan. The loan will be interest free.

10.4 Employee Option Plan

GCS has established an Employee Option Plan (Plan). The Directors are empowered to operate the Plan in accordance with the Listing Rules and on the following terms and conditions:

(a) Directors may offer to issue Options to full time employees of the Group (excluding directors) (Eligible Employees) in accordance with ASIC Class Order 03/184, the Plan and in such manner and on such terms and conditions as they in their absolute discretion determine.
(b) If GCS has offered Options to an Eligible Employee, to accept the offer the Eligible Employee must complete the Acceptance Form or accept in such other form as the Directors may in their absolute discretion approve from time to time.
(c) The Eligible Employees to participate in the Plan shall be as the Directors in their absolute discretion determine and shall take into account skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances.
(d) Options may not be offered under the Plan without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:
- (i) the number of Options to be issued;
- (ii) the number of Shares which would be issued if all the current Options issued under any employment incentive scheme were exercised;
- (iii) the number of Shares which have been issued as a result of the exercise of Options issued under any employee incentive scheme, where the Options were issued during the preceding fi ve years; and
- (iv) all other Shares issued pursuant to any employee incentive scheme during the preceding fi ve years;

but disregarding any offer made, Options or Shares issued by way of or as a result of:

(v) an offer to a person situated at the time of receipt of the offer outside Australia;
(vi) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of schedule 1 of the Corporate Law Economic Reform Program Act 1999;
(vii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
(viii) an offer under a disclosure document,

which would exceed 5% of the then current number of Shares on issue.

(e) The Directors may, in their absolute discretion, offer Options to Eligible Employees under the Plan, notwithstanding that it has previously issued more than the 5% limit in paragraph (d), up to a maximum of 10%, provided that the issue is made in accordance with the requirements of Chapter 6D of the Corporations Act.
(f) Options will be issued free of charge to Eligible Employees. The exercise price of the Options shall be as the Directors in their absolute discretion determine, provided that it shall not be less than that amount which is equal to 90% of the average market price of the Shares in the 5 days in which sales in the Shares were recorded immediately preceding the day on which the Directors resolve to offer the Options.
(g) The Directors may limit the total number of Options which may be exercised under the Plan in any year.
(h) The Directors, in their absolute discretion, having regard to skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances, shall determine criteria to establish the periods during which the Options may be exercised.
(i) All Options with a common expiry date shall have the same exercise price and rights to participate in issues of securities by GCS.

(j) Unless the Directors in their absolute discretion determine otherwise, Options shall lapse upon the earlier of:
- (i) the expiry of the exercise date;
- (ii) the Optionholder ceasing to be an Eligible Employee by reason of dismissal, resignation or termination of employment, offi ce or services for any reason;
- (iii) the expiry of 30 days after the Optionholder ceases to be an Eligible Employee by reason of retirement; or
- (iv) a determination by the Directors that the Optionholder has acted fraudulently, dishonestly or in breach of his or her obligations to the Company or an Associated Body Corporate.
(k) If an Eligible Employee accepts an offer from GCS to participate in the Plan then GCS will evidence the issue of an Option to an Eligible Employee by issuing that Eligible Employee a certifi cate for that Option.
(l) Each Option entitles the holder to subscribe for and be issued with one Share.
(m) Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.
(n) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, GCS will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 business days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(o) The Options will not be quoted on ASX. However, application will be made to ASX for offi cial quotation of the Shares issued on the exercise of the Options if the Shares are listed on ASX at that time.
(p) An application to be issued Options may be made by Eligible Employees invited to participate in the Plan in such form and on such terms and conditions concerning the closing date for applications as the Directors in their absolute discretion determine.
(q) If at any time the issued capital of GCS is reconstructed, all rights of Optionholders are to be changed in a manner consistent with the Listing Rules.
(r) Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of Shareholders of GCS in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the terms and conditions in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option issued before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.
(s) At the absolute discretion of the Directors, the terms upon which Options will be issued may incorporate performance related factors. Such factors may refl ect, inter alia, profi tability levels, increases in income or decreases in costs and may, subject to clause (r) above, be amended from time to time in a manner favourable to the Optionholder. However such performance related factors, if included in the Option terms or so amended shall not act in any way constitute a breach of the terms and conditions.
(t) Notwithstanding the terms and conditions, upon the occurrence of a "Trigger Event" the Directors may determine:
- (i) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fi de so as to permit the holder to participate in any change of control arising from a Trigger Event provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or
- (ii) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

10. Additional Information (Continued)

(u) An Option may not be transferred or assigned except that a legal personal representative of a holder of an Option who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the holder of that Option after the production to the Directors of such documents or other evidence as the Directors may reasonably require to establish that entitlement.
(v) An Option is exercisable by the holder lodging with GCS a Notice of Exercise of Option together with a cheque for the exercise price of each Option to be exercised and the relevant Option certifi cate. If not all of the holder's Options are being exercised, a holder must exercise Options in multiples of 1,000.
(w) Neither participation in the Plan by the Company or an Associated Body Corporate or any Eligible Employee or Optionholder or anything contained in these terms and conditions shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Employee or Optionholder or to vary the terms of employment of any Eligible Employee or Optionholder. Nor shall participation or the rights or benefi ts of an Eligible Employee or Optionholder under the terms and conditions be relevant to or be used as grounds for granting or increasing damages in any action brought by an Eligible Employee or Optionholder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.
(x) At all times during which an Eligible Employee may subscribe for or purchase Shares upon exercise of an Option issued pursuant to the Plan, the Company shall provide, within a reasonable period of a request by an Eligible Employee, the current market price of the Shares and the exercise price of the Options.
(y) The Plan shall be administered by the Directors who shall have power to:
- (i) determine appropriate procedures for administration of the Plan consistent with these terms and conditions;
- (ii) resolve conclusively all questions of fact or interpretation or dispute in connection with the Plan and settle as the Directors in their absolute discretion determine expedient any diffi culties or anomalies howsoever arising with or by reason of the operation of the Plan;
- (iii) delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of the Directors' powers or discretions arising under the Plan; and
- (iv) subject to the ASX Listing Rules, waive strict compliance with, amend or add to the terms and conditions of the Plan except for the provisions of paragraph (d) above, and where such actions are taken such actions shall be conclusive, fi nal and binding on Optionholders.

10.5 Initial Offers Under the Employee Option Plan

GCS is proposing to make an initial offer of 1,100,000 Options to various employees of the Company under the Employee Option Plan set out on the previous page. The initial Options to be issued under the under the Employee Option Plan have expiry dates of three years after their vesting and a third of the Options vest on the fi rst, second and third anniversaries of the issue of the Options. One third of the Options have an exercise price of $1.30, one third an exercise price of $1.60 and one third an exercise price of $1.90. The Directors will not be participating in the initial issue of options under the Employee Option Plan.

10.6 Dividend Reinvestment Plan

The Company has adopted a Dividend Reinvestment Plan (DRP) to provide Shareholders with the choice of reinvesting some or all of their dividends in Shares rather than receiving those dividends in cash. The main features of the DRP are:

(a) Eligibility

Shareholders whose registered address is in Australia may participate in the DRP. The Board may determine that the right to participate in the DRP will not be available to a Shareholder whose registered address is in a country or place where the Board is of the opinion that participation would be illegal, or participation would be impractical or impossible.

(b) Participation

Eligible Shareholders may elect to reinvest the dividends on some or all of their Shares.

All Shares allotted to a Shareholder under the DRP will be added to the number of Shares which the Shareholder has participating in the DRP unless the Company has been notifi ed otherwise. A Shareholder may vary or terminate their participation in the DRP by notice to the Company.

If a Shareholder that elects partial participation in the DRP disposes of part of their shareholding and fails to notify the Company, then the Shares disposed of are deemed not to be participating Shares. If the number of Shares disposed of is more than the number of that Shareholder's Shares not participating in the DRP, then the disposal is deemed to include all of the Shares not participating in the DRP and the balance (if any) will be attributed to the participating Shares.

(c) Allocation price of Shares

The Shares will be issued under the DRP at the average of the daily volume weighted average market price of all Shares sold on ASX during the 5 business days immediately following the record date, less a discount not exceeding 7.5% as determined by the Company from time to time ("Allocation Price").

(d) Entitlement

The number of Shares to be issued to a participant in the DRP will be determined by calculating that number of Shares at the Allocation Price which most nearly equals the value of the dividend payable on the participating Shares (less any withholding tax payable). Where the number of Shares is not a whole number, the number of Shares shall be rounded to the nearest whole number.

(e) Allotment of Shares

All Shares allotted under the DRP will rank equally with all other Shares then on issue, and will participate in all dividends subsequently determined.

(f) DRP statements

The Company will provide a statement to each participating Shareholder giving details of that Shareholder's participation in the DRP. The Company will provide transaction statements as and when required by the ASX Listing Rules in respect of Shares allotted to participants under the DRP.

(g) Termination or modifi cation by Directors

The Company may terminate the DRP at any time and may modify the DRP at any time after giving two months notice to all participants in the DRP.

(h) Costs

To the extent permitted by law, no brokerage, commission or other costs payable, including any stamp duty or other duties shall be payable by participants in respect of Shares allocated under the DRP.

(i) Quotation

The Company will apply to ASX for quotation of Shares issued under the DRP.

10.7 Material Proceedings

As at the date of this Prospectus, there is no current, pending or threatened litigation which would not be covered by professional indemnity or general and commercial liability insurance, which has not already been provided for in the accounts of GCS, or which is likely to have a material effect on the fi nancial performance of the Company.

10. Additional Information (Continued)

10.8 Interests of Directors

(a) Directors' interest in Shares

The Directors and their related entities have the following interests in the Shares of the Company as at the date of this Prospectus:

Director	Shares held atProspectus Date	Shares held atcompletion of the Offer
Enzo Gullotti 1	10,221,699	8,921,699
Neil Kidd	-	50,000
Sam Mangione	2,809,880	2,809,880
David Macoboy	-	100,000

1. Entities associated with Mr Enzo Gullotti are selling 1.3 million Shares under this Prospectus.

The Directors are not required to hold any Shares in the Company under the Constitution.

(b) Remuneration of Directors

The Constitution provides that the Company may remunerate the Directors. The remuneration shall, subject to any resolution of a general meeting, be fi xed by the Directors.

The Constitution provides that non-executive Directors may collectively be paid as remuneration for their services a fi xed sum not exceeding the aggregate maximum of $300,000 per annum which has been set by the Company in general meeting. It is currently resolved that Mr Neil Kidd as the chairman of Directors will receive $55,000 per annum. Mr Enzo Gullotti, the Managing Director, will receive $370,000 and each of the other non-executive directors will receive $35,000 per annum. Each of the Directors will be entitled to superannuation contributions in addition to these amounts.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Except as disclosed in this Prospectus, no Director holds, or during the last two years has held, any interest in:

(i) the formation or promotion of the Company;
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion; or
(iii) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

(c) Other Interests

The Company intends to enter into deeds of insurance, indemnity and access with each of the Directors under which the Company agrees to indemnify the Directors against certain liabilities incurred by the Directors while acting as a Director of the Company, to insure the Directors against certain risks to which they are exposed as a Director of the Company and to grant the Director a right of access to certain records of the Company for a period of up to seven years after the Director ceases to be a Director.

Directors of the Company have an interest in the following Existing Shareholder disclosures in Section 10.14:

Director	Disclosure in Section 10.14
Enzo Gullotti	g, h, i
Neil Kidd	-
Sam Mangione	c, d, g, h, i
David Macoboy	-

10.9 Personal Guarantees

Several supplier contracts and hire purchase arrangements have as a condition personal guarantees by Existing Shareholders, Directors and the directors of CASC. Following admission to the ASX, GCS intends to have these personal guarantees removed.

10.10 Interests of Advisers

Except as disclosed in this Prospectus, no promoter or other person named in this Prospectus that has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus holds, or in the past two years has held, any interest in:

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to a promoter or any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Hardy Bowen Lawyers act as solicitors to the Company and in that capacity have been involved in providing legal advice to the Company in relation to the Offer. The Company has paid or will pay approximately $85,000 to Hardy Bowen Lawyers for these services.

BDO Consultants (WA) Pty Ltd has prepared the Investigating Accountant's Review on the forecast fi nancial information contained in Section 9 of the Prospectus and has undertaken fi nancial due diligence services in relation to the Offer and has been paid or will be paid $30,000 for these services.

BDO Kendalls Corporate Finance (WA) Pty Ltd has prepared the Investigating Accountant's Report on the historical fi nancial information contained in this Prospectus and has undertaken fi nancial due diligence services in relation to the Offer and has been paid, or will be paid $100,000 for these services.

Bell Potter Securities Limited has agreed to act as lead manager in relation to the Offer and Underwriter. The Company has agreed to pay fees of approximately $1 million on completion of the Offer for these services.

10.11 Consents

Each of the parties referred to in this Section:

(a) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is based, other than specifi ed below;
(b) has not authorised or caused the issue of the Prospectus or the making of the Offer;
(c) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus, other than the references to its name and the statement(s) and/or report(s) (if any) specifi ed below and included in this Prospectus with the consent of that party; and

has given and has not, before the date of this Prospectus with ASIC, withdrawn its written consent:

(a) to be named in this Prospectus in the form and context which is named; and
(b) to the inclusion in this Prospectus of the statement(s) and/or report(s) (if any) by that person in the form and context in which it appears in this Prospectus.

10. Additional Information (Continued)

Name	Role	Statement/Report
BDO Kendalls Corporate	Investigating Accountant
Finance (WA) Pty Ltd	(historical fi nancial information)	Investigating Accountant's Report
BDO Consultants	Investigating Accountant
(WA) Pty Ltd	(forecast fi nancial information)	Investigating Accountant's Review
Bell Potter Securities Limited	Lead Manager and Underwriter	Nil
	to the Offer
BDO Kendalls Audit &	Auditors	Nil
Assurance (WA) Pty Ltd
Hardy Bowen Lawyers	Lawyers	Nil
Computershare Investor	Share Registry	Nil
Services Pty Ltd
BIS Shrapnel	-	Statements in Section 4
		attributed to BIS Shrapnel

10.12 Expenses of the Offer

It is estimated that approximately $1.4 million in cash will be payable by the Company in respect of any costs associated with the underwriting, legal, accounting, corporate advisory, expert's fees, printing, ASIC and ASX fees and other costs arising from this Prospectus and the Offer.

10.13 Existing Shareholders

As at the date of the Prospectus the Existing Shareholders and their Shareholdings in GCS are:

Name of Shareholder	Number ofShares held	Shares subject tovoluntary escrow
Vincenzo (Enzo) Gullotti as trustee for VincenzoGullotti Family Trust	8,921,699*	4,460,850
Antonio Fortunato Multari	7,452,417	3,726,209
CASC Services Pty Ltd	4,352,189	2,176,095
Foshan Pty Ltd	2,905,256	1,452,628
George Robert Chiari	1,785	893
Sujo Pty Ltd	2,905,256	1,452,628
Primo Peter Chiari	1,785	893
Luform Pty Ltd	2,799,106	1,399,553
Luis Used	1,785	893
Okelane Holdings Pty Ltd (related entity ofSalvatore (Sam) Mangione, a Director)	2,809,880	1,404,940
Meadowview Investments Pty Ltd	2,809,880	1,404,940
Bradley Rowen Pollard & Cynthia Gail Pollard	372,613	186,307
Carlo Daniele Biundo	558,952	279,476
Salvo Davide Agostino	558,952	279,476
Giuseppe Foti	558,952	279,476
Majicyl Pty Ltd	8,317,552	4,158,776
Total	45,328,058	22,664,029

* The actual number of Shares held by Vincenzo (Enzo) Gullotti is 10,221,699 Shares. 1,300,000 of these Shares are being sold under this prospectus.

10.14 Existing Shareholder Disclosures

Set out below is a summary of the dealing that the GCS Group has with the Exisitng Shareholders:

(a) GCS Rapid Access has an agreement to hire various plant and equipment from CASC Hire for 11 years 2 months commencing 1 July 2004 at $43,081 per month exclusive of GST (see section 10.2.7). Primo Chiari and George Chiari are directors of CASC Hire.
(b) GCS Rapid Access lease premises from Mar Pty Ltd (as Trustee for the Property Holding Trust) and Golden Wood Pty Ltd (as Trustee for the Golden Wood Unit Trust). Primo Chiari and George Chiari have an interest in Mar Pty Ltd and Golden Wood Pty Ltd. The premises leased is in Redcliffe, is approximately 12,000m2 and has a monthly rental of $20,116.00. The lease has 7 years to run with options for a further 10 years.
(c) The GCS Group utilises the waste management services provided by Instant Waste Management at all of its locations. Salvatore (Sam) Mangione, a Director, is a related party of Instant Waste Management. The GCS Group has agreed with Instant Waste Management that it will offer Instant Waste Management a right of fi rst refusal on the acquisition of any waste management business identifi ed by the GCS Group. Tom Mangione, through an associated entity, is an Existing Shareholder, is also a related party of Instant Waste Management. This fi nancial year Instant Waste Management has been paid approximately $20,000 for these services. These services are provided on an as needed basis and there is no formal agreement in place.
(d) GCS Site Services and GCS Access acquire all of their site accommodation units from Aussie Portables Pty Ltd. Salvatore (Sam) Mangione, a Director, is a director of Aussie Portables Pty Ltd. Tom Mangione, through an associated entity, is an Existing Shareholder is also a director of Aussie Portables Pty Ltd. Aussie Portables Pty Ltd has been paid approximately $3,854,026 for these services for the fi nancial year to 30 June 2007. GCS Site Services temporarily leases yard space month-to-month from Aussie Portables Pty Ltd. Monthly rental of $2,900 is charged for this month-to-month lease.
(e) GCS Security Scaffolding leases premises from Savterne Pty Ltd. Tony Multari, who is employed by GCS Security Scaffolding as Business Development Manager, and who is a Exisitng Shareholder in GCS, is a director of Savterne Pty Ltd. The premises leased is in Wangara and is approximately 13,000m2 for which monthly rental of $6,980 is paid. The lease has 4 years to run.
(f) GCS Access has borrowed from Tony Multari the amount of $1,500,000 (see Section 10.2.15). Mr Multari is employed by GCS Security Scaffolding as Business Development Manager and is an Existing Shareholder of GCS. The loan is to be re-paid in full from the proceeds of the Offer.
(g) The GCS Unit Trust, which is an entity related to Vincenzo (Enzo) Gullotti and Salvatore (Sam) Mangione and other Existing Shareholders of GCS, has acquired from Miami Holdings (Just Hire), two vacant parcels of land on standard commercial terms. Miami Holdings will enter into a commercial lease for a period of not less than 10 years (minimum) with the GCS Unit Trust for its new offi ce/warehouse and storage facility in Port Kennedy. It is envisaged the completion date will be December 2007. The GCS Unit Trust will prepare the site ready for lease including constructing any buildings required. The premises will be independently valued and rental on the lease will be equal to the amount that returns to the GCS Unit Trust a 7% return on its investment.
(h) GCS Site Services will enter into a commercial lease for a period of not less than 10 years (minimum) with GCS Unit Trust for its new storage facility in Wangara. It is envisaged the completion date will be December 2007. The GCS Unit Trust will prepare the site ready for lease including constructing any buildings required. The premises will be independently valued and rental on the lease will be equal to the amount that returns to the GCS Unit Trust a 7% return on its investment.
(i) CASC will enter into a commercial lease for a period of not less that 10 years (minimum) with the GCS Unit Trust for its new storage facility in Wangara. It is envisaged the completion date will be December 2007. The GCS Unit Trust will prepare the site ready for lease including constructing any buildings required. The premises will be independently valued and rental on the lease will be equal to the amount that returns to the GCS Unit Trust a 7% return on its investment.
(j) Neil Bowman is a previous director and a current consultant and shareholder of Miami Holdings. GCS Site Services has entered into an option agreement to acquire the balance of Miami Holding's shares (see Section 10.2.8 and 10.2.9).

10. Additional Information (Continued)

(k) Brad Pollard is the current hoist manager of GCS Security Scaffolding. GCS provided a loan to Mr Pollard to purchase his holding in GCS. Currently Mr Brad Pollard owes the amount of $193,737, which is being reduced by periodic payments.
(l) GCS Security Scaffolding currently has an agreement with the Basso-Brusa group of companies to hire various items of plant and equipment over a two year period commencing from 1 July 2006 for a total amount of $255,000 (see Section 10.2.11). Majicyl Pty Ltd of the Basso-Brusa group of companies is an Existing Shareholder of GCS.
(m) GCS Access currently has an agreement to purchase various items of plant and equipment from the Basso-Brusa group of companies for a total of $2,234,150 (see Section 10.2.12). Majicyl Pty Ltd of the Basso-Brusa group of companies is an Exisitng Shareholder of GCS.
(n) GCS loaned Majicyl Pty Ltd the trustee of the Basso Investment Trust $2,000,000 for a period of two years from 1 July 2006 to purchase shares in GCS (see Section 10.2.10). The balance outstanding is $1,000,000. Majicyl Pty Ltd is an Existing Shareholder of GCS.
(o) CASC leases premises on standard commercial terms from Mar Pty Ltd (As Trustee for the Property Holding Trust) and Golden Wood Pty Ltd (As Trustee for the Golden Wood Unit Trust). Primo Chiari and George Chiari have an interest in Mar Pty Ltd and Golden Wood Pty Ltd.

10.15 Continuous Disclosure

The Company is subject to regular reporting and disclosure obligations under the Corporations Act. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC offi ce.

Further, the Company will adopt a continuous disclosure policy so as to comply with its continuous disclosure obligations once listed on ASX.

Those obligations include being required to notify ASX immediately of any information concerning the Company of which it is, or becomes aware of, and which a reasonable person would expect to have a material effect on the price or value of the Company's Shares. Exceptions apply for certain information which does not have to be disclosed. Other documents that are required to be lodged include:

(a) quarterly activities report, to be provided to ASX within a specifi ed time at the end of each quarter;
(b) half yearly reports and preliminary fi nancial statements, to be provided to ASX within a specifi ed time of the end of each half and full year accounting period respectively; and
(c) fi nancial statements, to be lodged with ASX within a specifi ed time after the end of each accounting period.

10.16 Privacy Disclosure

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to the ASX and regulatory authorities.

If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the securities held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

10.17 Taxation Implications

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to take independent financial advice about the taxation and any other consequences of investing in the Company.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

10.18 Prospectus Authorisation

This Prospectus is authorised by each of the Directors of GCS and each Vendor Shareholder who consents to its lodgement with ASIC and its issue.

Signed by a Director and the Vendor Shareholder

Dated 6 July 2007

.............................................. Vincenzo (Enzo) Gullotti for and on behalf of Global Construction Services Limited

.............................................. Vincenzo (Enzo) Gullotti for and on behalf of The Vincenzo Gullotti Family Trust

of Terms 11

11. Glossary of Terms

$A or A$ or $	Australian dollars.
Applicant	A person who applies for Shares in accordance with this Prospectus.
Application	A valid application for Shares offered under this Prospectus.
Application Form	An application form attached to this Prospectus.
Application Money	Money received from an Applicant in respect of an Application.
ASIC	Australian Securities and Investment Commission.
ASTC	ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).
ASX	ASX Limited (ACN 008 624 691) trading as Australian Securities Exchange.
ASX Listing Rules	The offi cial listing rules of the ASX.
Basic EPS	NPAT divided by the weighted average number of Shares on issue.
BFA	BFA Investments Pty Limited (ACN 105 746 656), a subsidiary of GCS.
Board	The board of Directors of GCS.
Broker	Any ASX participating organisation.
Broker Firm Applicants	Applicants under the Broker Firm Offer.
Broker Firm Offer	The invitation under this Prospectus to Australian resident retail clients of brokerswho have received a fi rm allocation from their Broker, as described in section 2.
CASC	CASC Constructions Pty Limited (ACN 008 946 469), a subsidiary of GCS.
CASC Services	CASC Services Pty Limited (ACN 073 530 211), a company associated with Georgeand Primo Chiari and Luis Used, which is not a subsidiary of GCS.
CFO	Chief Financial Offi cer of the Company.
CHESS	Clearing House Electronic Subregister System.
Closing Date	Closing date of the Offer unless otherwise varied by the Companyand the Underwriters.
CASC Hire	CASC Hire Pty Limited (ACN 066 511 680), a company associated with George andPrimo Chiari and Luis Used, which is not a subsidiary of GCS.
Company Secretary	The company secretary of the Company.
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Diluted EPS	NPAT divided by weighted average total Shares and Options on issue.
Directors	Directors of GCS.
Directors' Forecasts	The pro-forma fi nancial forecast prepared by the Directors for the 12 months ending30 June 2007 and the fi nancial forecast for the 12 months ending 30 June 2008.
Dividend Reinvestment Planor DRP	The dividend reinvestment plan adopted by the company as summarisedin section 10.6.
EBIT	Earnings before interest and taxation.
EBITDA	Earnings before interest, taxation, depreciation and amortisation.
Eligible Employees	Full time or part-time employees and consultants, of any member of the Group atthe date of this Prospectus, who have been employed for a period of three months,who are resident in Australia and who have not given or received notice of terminationof their employment or service on or before the Closing Date for the EmployeePriority Offer.
Employee Share andOption Plan	The employee share and option plan established by the Company as summarisedin section 10.4.

Employee Priority Offer	The invitation under this Prospectus for Eligible Employees to participate in the RetailOffer as described in section 2.
EPS	NPAT per Share.
Existing Shareholder	Those persons or entities who are Shareholders of the Company prior to lodgement
Exposure Period	of this Prospectus in section 10.13.The period during which the Company cannot process applications as described inSection 727(3) of the Corporations Act.
FY	The fi nancial year to 30 June in any year. For example, FY2006 means the fi nancialyear ended 30 June 2006.
GCS or the Company	Global Construction Services Limited (ACN 104 662 259).
GCS Group or the Group	GCS and any of its subsidiaries, as the case requires.
GCS Access	GCS Access Pty Ltd (ACN 104 662 213), a subsidiary of GCS.
GCS Rapid Access	GCS Rapid Access Pty Limited (ACN 105 161 895), a subsidiary of GCS.

11. Glossary of Terms (Continued)

GCS Site Services	GCS Site Services Pty Limited (ACN 115 285 919), a subsidiary of GCS.
GCS Unit Trust	GBMC Holdings Pty Ltd (ACN125 507 502) as trustee for the GCS Unit Trust.
	Vincenzo (Enzo) Gullotti, Salvatore (Sam) Mangione, Paul Basso and George Chiari
	are directors of GMBC Holdings Pty Ltd and related entities of each are the unit
	holders of the GCS Unit Trust.
Gearing	The sum of all interest bearing debts less cash at bank and liquid securities divided
	by shareholders' equity.
General Public Offer	An offer of Shares to Australian resident Retail Investors only,
	as described in section 2.
Glossary of Terms	This glossary of terms.
GST	Goods and services tax.
HIN	Holder Identifi cation Number.
Historical FinancialInformation	Actual fi nancial information for the twelve months ended 30 June 2006 and the8 months ended 28 February 2007 as reviewed by the Investigating Accountant
	(Historical Financial Information).
Holding Statements	Holding Statements for Shares under CHESS.
Interest Cover	Earnings before interest and tax divided by net interest expense.
Institutional Investor	An investor to whom offers or invitations in respect of securities can be made without
	the need for a disclosure document including in Australia persons to whom offer or
	invitations in respect of securities can be made without the need for a disclosure
	document under Section 708 of the Corporations Act.
Institutional Offer	The invitation to Institutional Investors under this Prospectus,
	as described in section 2.
Issue or Offer	The offer of 20,000,000 Shares pursuant to this Prospectus.
Just Hire or Miami Holdings	Miami Holdings Pty Ltd (ACN 009 243 690).
Listing	The quotation of the Company's Shares on the Offi cial List.
Listing Date	The date on which Listing fi rst occurs.
Managing Director	Vincenzo (Enzo) Gullotti.
Modern Scaffolding	Modern Scaffolding (WA) Pty Ltd (ACN 101 344 165), a subsidiary of GCS.
Multiplex	Multiplex Constructions Pty Ltd (ABN 70 107 007 527).
New Shares	18,700,000 Shares issued pursuant to this Prospectus at $1.00.
NPAT	Net profi t after tax.
Non-Executive Directors	Mr Neil Kidd, Mr David Macoboy, Mr Salvatore (Sam) Mangione.
Offer or Issue	The offer of 20.0 million Shares pursuant to this Prospectus.
Offer Period	The period between the Opening Date and the Closing Date.
Offer Price	$1.00 per Share.
Offi cial List	The offi cial list of ASX.
Opening Date	The commencement date of the Offer.
Option	An option to subscribe for a Share.
Prospectus	This Prospectus and any supplementary or replacement Prospectuses.
Retail Investors	Investors under the Retail Offer.
Retail Offer	Broker Firm Offer and General Public Offer.
SCH	Securities Clearing House.
Security Scaffolding	Global Construction Services Pty Ltd (ACN 103 087 350). Name later changed to
	GCS Security Scaffolding, a subsidiary of GCS.
Security Trading Policy	The security trading policy adopted by the Company and summarised in section 5.8.
Share Registry	Computershare Investor Services Pty Limited (ABN 48 078 279 277).
Shareholder	A holder of a Share.
Share	A fully paid ordinary share in the capital of GCS.
Underwriter	Bell Potter Securities Limited (ABN 25 006 390 772).
Underwriting Agreement	Agreement between GCS and the Underwriters, the terms of which are summarisedin section 10.2.1 of this Prospectus.
Vendor Shareholder	Vincenzo (Enzo) Gullotti as the trustee for the Vincenzo Gullotti Family Trust.
Voluntary Escrow	An agreement entered into between GCS and each of the parties specifi ed in section
Arrangements	10.2.17 making securities held by them subject to voluntary escrow.
WST	Western Standard Time.

	Services LimitedACN 104 662 259
Application Form
This Application Form is important. If you are in doubt as to how to deal with it, pleasecontact your stockbroker or professional adviser without delay. You should read the						Broker CodeAdviser Code
entire Prospectus carefully before completing this form. To meet the requirements ofthe Corporations Act, this Application Form must not be distributed unless
included in, or accompanied by, the Prospectus.I/we apply for								I/we lodge full Application Money
					B
						A$
Number of Shares in Global Construction Services Limited at A$1.00 per Share orsuch lesser number of Shares which may be allocated to me/us
Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)
Title or Company Name	Given Name(s)						Surname

Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation

Enter your postal address - Include State and Postcode
UnitStreet Number			Street Name or PO Box /Other Information




City / Suburb / Town									State		Postcode

Enter your contact details
Contact Name									Telephone Number - Business Hours / After Hours
								(	)
CHESS Participant
Holder Identification Number (HIN)											Please note that if you supply a CHESS HIN but the name and address details on your form do not
X											correspond exactly with the registration details held at CHESS, your application will be deemed to be madewithout the CHESS HIN, and any securities issued as a result of the IPO will be held on the Issuer Sponsored
Cheque details - Make your cheque or bank draft payable to GCS Limited IPO					subregister.
Drawer		Cheque Number		BSB Number				Account Number			Amount of cheque
										A$
Drawer		Cheque Number		BSB Number				Account Number			Amount of cheque
										A$

How to complete this form

A Shares Applied for

Enter the number of Shares you wish to apply for. The application must be for a minimum of 2,000 Shares. Applications for greater than 2,000 Shares must be in multiples of 500 Shares.

Application Monies B

Enter the amount of Application Monies. To calculate the amount, multiply the number of Shares by the price per Share.

Applicant Name(s) C

Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal Address D

Enter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

Contact Details E

Enter your contact details. These are not compulsory but will assist us if we need to contact you.

CHESS

Global Construction Services Limited (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. In CHESS, the Company will operate an electronic CHESS Subregister of security holdings and an electronic Issuer Sponsored Subregister of security holdings. Together the two Subregisters will make up the Company's principal register of securities. The Company will not be issuing certificates to applicants in respect of Shares allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

Payment

Make your cheque or bank draft payable to GCS Limited IPO in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Pin (do not staple) your cheque(s) to the Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded.

Before completing the Application Form the applicant(s) should read this prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Shares in Global Construction Services Limited is upon and subject to the terms of the prospectus and the Constitution of Global Construction Services Limited, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus, declares that all details and statements made are complete and accurate and declares that a Prospectus, whether in electronic or paper form, has been received before applying for Shares. It is not necessary to sign the Application Form. While the Prospectus is current Global Construction Services Ltd will send paper copies of the Prospectus, and any supplementary Prospectus and Application Forms on request and free of charge.

Lodgement of Application

Computershare Investor Services Pty Limited	OR	Computershare Investor Services Pty Limited
GPO Box D182		Level 2
PERTH WA 6840		45 St Georges Terrace
		PERTH WA 6000

Privacy Statement

If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010.

Correct forms of registrable title(s)

and any supplementary Prospectus and Application Forms on request and free of charge.			053043_
Lodgement of ApplicationApplication Forms must be received at the Perth office of Computershare Investor Services Pty Limited by no later than 5.00pm WST on 3 August 2007.Return the Application Form with cheque(s) attached to:
Computershare Investor Services Pty LimitedORGPO Box D182PERTH WA 6840	Computershare Investor Services Pty LimitedLevel 245 St Georges Terrace
Privacy Statementmaterial by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected]	PERTH WA 6000	Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose ofmaintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to ourrelated bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of yourpersonal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing	OPI
If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010.
Correct forms of registrable title(s)included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.		Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with theCorporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be
Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual- Use given name(s) in full, not initials	Mr John Alfred Smith	J.A Smith	S
Joint- Use given name(s) in full, not initials	Mr John Alfred Smith &Mrs Janet Marie Smith	John Alfred &Janet Marie Smith	CG
Company- Use company title, not abbreviations	ABC Pty Ltd	ABC P/LABC Co
Trusts- Use trustee(s) personal name(s)- Do not use the name of the trust	Ms Penny Smith	Penny Smith Family Trust
Deceased Estates- Use executor(s) personal name(s)- Do not use the name of the deceased	Mr Michael Smith	Estate of Late John Smith
Minor (a person under the age of 18)- Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Peter Smith
Partnerships- Use partners personal name(s)- Do not use the name of the partnership	Mr John Smith &Mr Michael Smith<john &="" a="" c="" smith="" son="">	John Smith & Son
Clubs/Unincorporated Bodies/Business Names- Use office bearer(s) personal name(s)- Do not use the name of the club etc	Mrs Janet Smith	ABC Tennis Association
Superannuation Funds- Use the name of trustee of the fund- Do not use the name of the fund	John Smith Pty Ltd	John Smith Pty Ltd Superannuation Fund

	Services Limited
ACN 104 662 259Application Form
This Application Form is important. If you are in doubt as to how to deal with it, pleasecontact your stockbroker or professional adviser without delay. You should read the					Broker Code				Adviser Code
entire Prospectus carefully before completing this form. To meet the requirements ofthe Corporations Act, this Application Form must not be distributed unless
included in, or accompanied by, the Prospectus.I/we apply for								I/we lodge full Application Money
					B
						A$
Number of Shares in Global Construction Services Limited at A$1.00 per Share orsuch lesser number of Shares which may be allocated to me/us
Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)
Title or Company Name	Given Name(s)						Surname

Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation

Enter your postal address - Include State and Postcode
UnitStreet Number			Street Name or PO Box /Other Information



City / Suburb / Town									State			Postcode


Enter your contact detailsContact Name											Telephone Number - Business Hours / After Hours
								(	)

CHESS ParticipantHolder Identification Number (HIN)
												Please note that if you supply a CHESS HIN but the name and address details on your form do notcorrespond exactly with the registration details held at CHESS, your application will be deemed to be made
X					subregister.							without the CHESS HIN, and any securities issued as a result of the IPO will be held on the Issuer Sponsored
Cheque details - Make your cheque or bank draft payable to GCS Limited IPO
Drawer		Cheque Number		BSB Number				Account Number				Amount of cheque
										A$
Drawer		Cheque Number		BSB Number				Account Number				Amount of cheque
										A$

How to complete this form

A Shares Applied for

Enter the number of Shares you wish to apply for. The application must be for a minimum of 2,000 Shares. Applications for greater than 2,000 Shares must be in multiples of 500 Shares.

Application Monies B

Enter the amount of Application Monies. To calculate the amount, multiply the number of Shares by the price per Share.

Applicant Name(s) C

Postal Address D

Contact Details E

Enter your contact details. These are not compulsory but will assist us if we need to contact you.

CHESS

Payment

Make your cheque or bank draft payable to GCS Limited IPO in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B.

Lodgement of Application

Computershare Investor Services Pty Limited	OR	Computershare Investor Services Pty Limited
GPO Box D182		Level 2
PERTH WA 6840		45 St Georges Terrace
		PERTH WA 6000

Privacy Statement

If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010.

Correct forms of registrable title(s)

and any supplementary Prospectus and Application Forms on request and free of charge.			053043_
Lodgement of ApplicationApplication Forms must be received at the Perth office of Computershare Investor Services Pty Limited by no later than 5.00pm WST on 3 August 2007.Return the Application Form with cheque(s) attached to:
Computershare Investor Services Pty LimitedGPO Box D182PERTH WA 6840	ORComputershare Investor Services Pty LimitedLevel 245 St Georges Terrace
Privacy Statementmaterial by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected]	PERTH WA 6000	Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose ofmaintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to ourrelated bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of yourpersonal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing	OPI
If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010.
Correct forms of registrable title(s)included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.		Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with theCorporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be
Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual- Use given name(s) in full, not initials	Mr John Alfred Smith	J.A Smith	S
Joint- Use given name(s) in full, not initials	Mr John Alfred Smith &Mrs Janet Marie Smith	John Alfred &Janet Marie Smith	CG
Company- Use company title, not abbreviations	ABC Pty Ltd	ABC P/LABC Co
Trusts- Use trustee(s) personal name(s)- Do not use the name of the trust	Ms Penny Smith	Penny Smith Family Trust
Deceased Estates- Use executor(s) personal name(s)- Do not use the name of the deceased	Mr Michael Smith	Estate of Late John Smith
Minor (a person under the age of 18)- Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Peter Smith
Partnerships- Use partners personal name(s)- Do not use the name of the partnership	Mr John Smith &Mr Michael Smith<john &="" a="" c="" smith="" son="">	John Smith & Son
Clubs/Unincorporated Bodies/Business Names- Use office bearer(s) personal name(s)- Do not use the name of the club etc	Mrs Janet Smith	ABC Tennis Association
Superannuation Funds- Use the name of trustee of the fund- Do not use the name of the fund	John Smith Pty Ltd	John Smith Pty Ltd Superannuation Fund

Key Dates

Opening Date	16 July 2007
Closing Date	3 August 2007
Holding Statements Dispatched	10 August 2007
Trading of Share Commence	17 August 2007

Corporate Directory

Global Construction Services Limited Company 2 Redcliffe Road Redcliffe Western Australia 6104

Hardy Bowen Lawyers Legal advisor Level 1 28 Ord Street West Perth Western Australia 6005

Bell Potter Securities Limited Lead Manager and Underwriter Level 33, 225 George Street Sydney New South Wales 2000

BDO Kendalls Corporate Finance (WA) Pty Ltd Investigating Accountant (Historical Financial Information) Level 8 256 St Georges Terrace Perth Western Australia 6000

BDO Consultants (WA) Pty Ltd Investigating Accountant (Forecast Financial Information) Level 8 256 St Georges Terrace Perth Western Australia 6000

Computershare Investor Services Pty Ltd Registry Services Level 2, 45 St Georges Terrace Perth Western Australia 6000

GLOBAL CONSTRUCTION SERVICES LIMITED

2 Redcliffe Road Redcliffe Western Australia 6104

Ph: +61 8 9479 7990 Fax: +61 8 9479 7789

www.gcs-group.net

AI assistant

SRG GLOBAL LIMITED — Capital/Financing Update 2007

65852_rns_2007-07-16_9376bf10-8e8d-4243-b176-9b55cf20fd25.pdf

Important Information

Important Notice

Timetable

Electronic Prospectus

Applications

Exposure Period

Defi nitions and Glossary

Fully Underwritten Offer

Disclaimer

Privacy

Offer Restrictions

Key Offer Statistics

For the Forecast FY2008

Key Dates

Key Investment Highlights

Key Investment Risks

Table of Contents

Questions and Answers

Questions and answers (Continued)

Chairman's Letter

Offer Summary 1

1. Offer Summary

This section provides an overview of the Offer. It is intended that this section is to be read in conjunction with the remainder of the Prospectus.

1.1 Business Overview

1.2 The Offer

1.3 Key Offer Statistics

1. Offer Summary (Continued)

1.4 Summary Financials

1.5 Use of Proceeds and Purpose of the Offer

1.6 Dividend Policy

1.7 Business and Investment Risks

1.8 Enquiries

1.9 Foreign Investors

Details of

2. Details of the Offer

2.1 Description of the Offer and Timing

2.2 Capital Structure

2.3 Structure of the Offer

2. Details of the Offer (Continued)

2.4 The Retail Offer

Who can apply under the Retail Offer?

Broker Firm Offer

Employee Priority Offer

General Public Offer

How do I Apply under the Retail Offer?

Broker Firm Offer

Employee Priority Offer

General Public Offer

By mail to:

By hand to:

2.5 The Institutional Offer

2. Details of the Offer (Continued)

2.6 Allocation

Allocation Policy

Allocations under the Broker Firm Offer

Allocations under Employee Priority Offer

Allocations under the General Public Offer

Allocations under the Institutional Offer

Allocation Priority

2.7 Underwriting Agreement

2.8 ASX Listing

2.9 Escrow Arrangements

2. Details of the Offer (Continued)

2.10 Employee Share and Option Plan

2.11 Allotment

2.12 CHESS and Issuer Sponsored Subregister

2.13 Withdrawal

2.14 Enquiries in Relation to the Offer

The Business 3

3. The Business

3.1 Overview of GCS

3.2 History

May 2007

July 2006

March 2006

July 2005

GCS Site Services established with an equity partner

SRG GLOBAL LIMITED Capital/Financing Update 2007