Flight Centre Travel : BOS Prospectus

BOS PROSPECTUS UNSECURED NOTES

Flight Centre Travel Group Limited

(ACN 003 377 188)

TABLE OF CONTENTS

1.	Introduction	3
2.	Information on issue of Unsecured Notes	3
3.	Overview of Special Conditions of Issue	4
4.	Disclosures Relating to ASIC Regulatory Guide 69	7
5.	Trust Deed	10
6.	Information with respect to the Issuer	14
7.	Key risks	15
8.	Meaning of profit and profit improvements for purposes of
Unsecured Notes	23
9.	Additional Information	24
10.	Personalised application forms and instructions	26
11.	Glossary	27
12.	Corporate directory	28
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Application Form Unsecured Notes

Annexure

FLIGHT CENTRE TRAVEL GROUP LIMITED

(ACN 003 377 188)

(the Issuer)

Registered office: Southpoint, 275 Grey Street, South Brisbane, Queensland, 4101

• 1. Introduction

  This Prospectus is dated 22 April 2022 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. No Unsecured Notes will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. ASIC takes no responsibility for the contents of this Prospectus.

  Attached to this document is a personalised application form for Unsecured Notes, incorporating the Special Conditions of Issue attaching to the Unsecured Notes. If you misplace the application form or the personalised information in the application form is incorrect, you should contact the Business Ownership Scheme Team by email [e-mail], who will arrange to forward another or a corrected application form to you with another copy of this Prospectus.

  Where this Prospectus and accompanying application form are distributed to you electronically rather than in paper form, the electronic versions contain the same information in the same sequence as the paper Prospectus and application form lodged with the ASIC (except for minor differences allowed by the ASIC). You may request a free paper copy of this Prospectus and accompanying application form by contacting the Business Ownership Scheme Team.

  The securities to which this Prospectus relates will only be issued on receipt of a personalised application form issued together with this Prospectus. For these purposes, the application form can only be downloaded from software together with this Prospectus.

  The offer pursuant to this Prospectus is only available to persons receiving it within Australia.

• 2. Information on issue of Unsecured Notes

  This Prospectus is for the issue of Unsecured Notes to those Flight Centre Group shop managers or other senior managers (or their nominees) invited by the Issuer to participate in the Business Ownership Scheme.

  The funds raised under this Prospectus will be used for working capital requirements of the Flight Centre Group. The Issuer does not intend to have the Unsecured Notes listed on ASX or any other authorised securities exchange. Unsecured Notes issued under this Prospectus are unsecured securities which rank equally with all other unsecured creditors of the Issuer, after the interests of the secured creditors of the Issuer, but before the interests of shareholders upon a winding up of the Issuer. The Directors believe that the Issuer will be able to repay amounts of principal and meet interest payments as they fall due.

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The Issuer reserves the right not to accept any application or to satisfy it in part only.

Unsecured Notes are issued under the Trust Deed. The Trust Deed provides for Special Conditions of Issue to be attached to the Unsecured Notes.

Interest on the Unsecured Notes is payable by reference to the relevant shop or business unit profits, or, in the case of certain approved shop or business units, profit improvements of the business. Accordingly, there may be no interest payable if there are no such profits, or profit improvements. No particular level of interest return is promised or guaranteed by any person.

• 3. Overview of Special Conditions of Issue

  The Special Conditions of Issue are set out in their entirety in the personalised application form. They include conditions such as:

• 3.1 Acquisition of Unsecured Note

  Unsecured Notes are issued with respect to nominated business units being a particular shop, group of shops or other discrete business unit within the Flight Centre Group. The relevant business unit for you is specified in Schedule 2 of your personalised application form.

  The Unsecured Noteholder must pay to the Issuer an amount equal to the face value of the Unsecured Note as specified in the Special Conditions of Issue. The Issuer will issue a certificate evidencing the ownership of the Unsecured Note by the Unsecured Noteholder. However, if an Unsecured Noteholder enters into a Funding Arrangement which requires the Company to hold the Unsecured Note certificate in escrow, the Company may agree to hold the Unsecured Note certificate in escrow. If payment is not received by the Issuer within the required time, the holder of the Unsecured Note will be deemed not to have been issued the Unsecured Note and any agreement for the issue of the Unsecured Note will be voidable at the option of the Issuer.

• 3.2 Redemption of Unsecured Note

  Redemption of any Unsecured Note for its face value occurs under the Special Conditions of Issue:

•

•

upon termination of the employment of the relevant manager for any reason; upon notice in writing from the holder requesting redemption or repayment of the Unsecured Note;

•

upon notice in writing from the Issuer advising that redemption or repayment of the Unsecured Note will occur on a certain date; or

• • upon the 10th anniversary of the date of issue of the Unsecured Note, whichever occurs first.

If the relevant manager ceases to be involved in the day to day management of the business unit in respect of which the Unsecured Note is issued, the Issuer may:

• • require the Unsecured Noteholder to redeem the Unsecured Note;

• • amend the Special Conditions of Issue to refer to another business unit; or

•

where the relevant manager is managing another business unit, allow the Unsecured Noteholder to continue to hold the Unsecured Note, in respect of the business unit which the relevant manager has ceased to manage, under the following conditions:

• (i) up to 20% (or such higher percentage to a maximum 35% as may be approved by the board of the Issuer) of management profit, or profit improvements, of the business unit which the relevant manager has ceased to manage may be paid out as interest distributions in relation to all Unsecured Notes attaching to that business unit;

• (ii) the Unsecured Noteholder must not hold more than 3 Unsecured Notes at any time;

• (iii) where a new manager of the business unit is appointed, any existing Unsecured Noteholder may then be required to redeem all or part of its Unsecured Note; and

• (iv) where there is more than 1 Unsecured Noteholder in the business unit, the order of redemption will be, first made in time will be first redeemed or repaid.

Upon redemption, the Moneys Owing under the Unsecured Note are paid to the Unsecured Noteholder. However, if there is a Funding Arrangement in place, and the Unsecured Noteholder has assigned the face value of the Unsecured Note and any distributions or other money payable on redemption of the Unsecured Note to the financier, the Company will pay all such amounts to the financier, who will (after deducing all amounts owed to it) account to the Unsecured Noteholder for the balance (if any).

For the avoidance of doubt, where any of the grounds for redemption outlined in this Prospectus arises, the Company may redeem the Unsecured Note without first receiving redemption instructions from the Unsecured Noteholder.

3.3

Interest

The Special Condition of Issue dealing with Interest is condition 6.

The holder of an Unsecured Note is entitled to an interest distribution by reference to the business unit in respect of the Unsecured Note by reference to the methodology contained in Schedule 5 of the Special Conditions of Issue. This will be by reference to a percentage of the management profits, or, in the case of certain nominated business units, profit improvements of the business unit, pursuant to the relevant Brand Profit Calculation Methodology. The applicable percentage rate(s) is (are) contained in Schedules 6 and 7 of the Special Conditions of Issue.

For those businesses to which Schedule 6 of the Special Conditions of Issue applies, the period and financial criteria which are to be met in order for interest repayments to be made together with the details of how such interest payments will be calculated and made is set out in Schedule 6 of the Special Conditions of Issue (calculated pursuant to the relevant Brand Profit Calculation Methodology), and this will apply where there is profit or profit improvements of that business unit. Interest payments will be made no less frequently than quarterly, in arrears, so long as the Unsecured Note continues.