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For Personal Use Only Use Personal for Prospectus Joint Lead Managers Healthscope Limited Initial Public Offering of Ordinary Shares Important Notes

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For Personal Use Only Use Personal for Prospectus Joint Lead Managers Healthscope Limited Initial Public Offering of Ordinary Shares Important Notes Healthscope Limited Healthscope Prospectus Joint Global Co-ordinators For personal use only Prospectus Joint Lead Managers Healthscope Limited Initial Public Offering of Ordinary Shares Important Notes Offer No person named in this Prospectus, If the securities are able to be traded on The Offer contained in this Prospectus is nor any other person, guarantees the a securities market and you wish to trade an invitation to acquire fully paid ordinary performance of Healthscope, the the securities through that market, you shares in Healthscope Hospitals Holdings repayment of capital by Healthscope will have to make arrangements for a Pty Ltd to be renamed Healthscope Limited. or the payment of a return on the Shares. participant in that market to sell the All references to Healthscope Limited in No person is authorised to give any securities on your behalf. If the securities this Prospectus are to this entity (ABN 65 information or make any representation market does not operate in New Zealand, 144 840 639) (“Healthscope”) (“Shares”). in connection with the Offer which is the way in which the market operates, the This Prospectus is issued by Healthscope not contained in this Prospectus. Any regulation of participants in that market, and Healthscope SaleCo Limited information or representation not so and the information available to you about ACN 169 924 396 (“SaleCo”). contained may not be relied on as having the securities and trading may differ from been authorised by Healthscope, SaleCo securities markets that operate in Lodgement and listing or their Directors. You should rely only New Zealand. This Prospectus is dated 30 June 2014 on information in this Prospectus. and was lodged with the Australian Exposure Period Securities and Investments Commission Important Information for New The Corporations Act 2001 (Cth) (“the (“ASIC”) on that date. None of ASIC, the Zealand Investors Corporations Act”) prohibits Healthscope Australian Securities Exchange (“ASX”) This offer to New Zealand investors is from processing applications to subscribe or their respective officers take any a regulated offer made under Australian for Shares under this Prospectus responsibility for the contents of this and New Zealand law. In Australia, this is (“Applications”) in the seven day period Prospectus or the merits of the investment Chapter 8 of the Corporations Act 2001 after the date of lodgement of this to which this Prospectus relates. and Regulations. In New Zealand, this is Prospectus (“Exposure Period”). This Healthscope will apply within seven Part 5 of the Securities Act 1978 and the period may be extended by ASIC by up days after the date of this Prospectus Securities (Mutual Recognition of to a further seven days. The Exposure to ASX for Listing and quotation of the Securities Offerings – Australia) Period is to enable this Prospectus to be Shares on ASX. Regulations 2008. examined by market participants prior to the raising of funds. The examination may No securities will be issued or sold on This offer and the content of the offer result in the identification of deficiencies the basis of this Prospectus later than document are principally governed by in this Prospectus, in which case any 13 months after the date of this Prospectus. Australian rather than New Zealand law. Application may need to be dealt with In the main, the Corporations Act 2001 Healthscope is currently in accordance with section 724 of the and Regulations (Australia) set out how a proprietary company Corporations Act. Applications received the offer must be made. during the Exposure Period will not be As at the date of this Prospectus, There are differences in how securities processed until after the expiry of that Healthscope, one of the issuers of this are regulated under Australian law. period. No preference will be conferred Prospectus, is a proprietary company. For example, the disclosure of fees on Applications received during the Under the Corporations Act, Healthscope for collective investment schemes is Exposure Period. No offer is being made must be a public company at the time the different under the Australian regime. to New Zealand investors during the Offer is made. Healthscope has made an Exposure Period. application to ASIC to be converted to The rights, remedies, and compensation a public company. No applications will arrangements available to New Zealand Obtaining a copy of this Prospectus investors in Australian securities may be accepted under this Prospectus until This Prospectus is available to Australian differ from the rights, remedies, and the conversion of Healthscope to a and New Zealand investors in electronic compensation arrangements for New public company has been completed. form at www.healthscopeoffer.com.au. Zealand securities. This conversion to a public company The Offer constituted by this is expected to take place on 3 July 2014. Both the Australian and New Zealand Prospectus in electronic form at Following conversion to a public securities regulators have enforcement www.healthscopeoffer.com.au is company, Healthscope will be renamed responsibilities in relation to this offer. If available only to persons within Australia Healthscope Limited. you need to make a complaint about this and New Zealand. It is not available to offer, please contact the Financial Markets Note to Applicants persons in other jurisdictions (including Authority, Wellington, New Zealand. The the United States). Persons having The information contained in this Prospectus Australian and New Zealand regulators received a copy of this Prospectus is not financial product advice and does will work together to settle your complaint. in its electronic form may, before the not take into account the investment Closing Date, obtain a paper copy of this objectives, financial situation or particular The taxation treatment of Australian Prospectus (free of charge) by telephoning needs of any prospective investor. securities is not the same as for New Zealand securities. the Healthscope Offer Information Line It is important that you read this Prospectus on 1300 705 291. If you are eligible to carefully and in full before deciding If you are uncertain about whether this investment is appropriate for you, you participate in the Offer and are calling whether to invest in Healthscope. In from outside Australia and New Zealand, considering the prospects of Healthscope, should seek the advice of an appropriately qualified financial adviser. you should call +61 3 9415 4833. you should consider the risk factors that Applications for Shares may only be could affect the financial performance of The offer may involve a currency exchange made on an Application Form attached Healthscope. You should carefully consider risk. The currency for the securities is not to or accompanying this Prospectus, these factors in light of your investment New Zealand dollars. The value of the or in its paper copy form which may objectives, financial situation and securities will go up or down according be downloaded in its entirety from particular needs (including financial and to changes in the exchange rate between www.healthscopeoffer.com.au. Refer taxation issues) and seek professional that currency and New Zealand dollars. to Section 7 for further information. adviceFor personal use only from your accountant, financial These changes may be significant. adviser, stockbroker, lawyer or other If you expect the securities to pay any Statements of past performance professional adviser before deciding amounts in a currency that is not New This Prospectus includes information whether to invest. Some of the risk factors Zealand dollars, you may incur significant regarding the past performance of that should be considered by prospective fees in having the funds credited to a Healthscope. Investors should be aware investors are set out in Section 5. There bank account in New Zealand in New that past performance is not indicative may be risk factors in addition to these Zealand dollars. of future performance. that should be considered in light of your personal circumstances. Financial performance unknown risks, uncertainties, assumptions sold, directly or indirectly, in the United Section 4 sets out in detail the financial and other important factors, many of which States unless the Shares are registered information referred to in this Prospectus. are beyond the control of Healthscope, the under the US Securities Act or are offered The basis of preparation of the financial Directors of Healthscope, SaleCo, the and sold in transactions exempt from, information is set out in Section 4.2. directors of SaleCo and the management or not subject to the registration of Healthscope. Forward looking statements requirements of the US Securities Act and All references to FY2011, FY2012, should be read in conjunction with, any other applicable US securities laws. FY2013, FY2014 and FY2015 appearing in and are qualified by reference to, risk this Prospectus are to the financial years See Section 7.7 for more detail on selling factors as set out in Section 5, general ended or ending 30 June (as relevant), restrictions that apply to the offer and assumptions as set out in Section 4.9.1, unless otherwise indicated. All references sale of Shares in jurisdictions outside specific assumptions as set out in to H1FY2013 and H1FY2014 appearing of Australia and New Zealand. Section 4.9.12, the sensitivity analysis in this Prospectus are to the half financial as set out in Section 4.10, and other years ended 31 December 2012
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