For Personal Use Only Use Personal for Tatts Group Limited ABN 19 108 686 040

Tatts Bonds Prospectus Arrangers and Joint Lead Managers Issuer For personal use only Tatts Group Limited ABN 19 108 686 040 Date of Prospectus 6 June 2012 Co-Managers Bell Potter Securities Limited RBS Morgans Limited Important notices Prospectus Information about the key risks of investing in Tatts Offer, obtain a paper copy of this Prospectus (free of This Prospectus relates to the offer by Tatts Group Bonds is detailed in Section 3 ‘Key Risks of Tatts charge) by telephoning the Tatts Bonds Information Line Limited ABN 19 108 686 040 (‘Tatts’) of Tatts Bonds Bonds’. on 1300 367 346 (within Australia) or +61 3 9415 4199 to raise $200 million, with the ability to raise more or (international) (Monday to Friday – 9.00am to 5.00pm, less (‘Offer’). No representations other than in this Prospectus Melbourne time). Applications for Tatts Bonds may only No person is authorised to provide any information or be made on an Application Form that is attached to or This Prospectus is dated 6 June 2012 and a copy of to make any representation in connection with the Offer accompanying this Prospectus. A printable version of this Prospectus was lodged with Australian Securities that is not contained in this Prospectus. Any information this Prospectus may be downloaded in its entirety and Investments Commission (‘ASIC’) on that date. or representation in relation to the Offer not contained in from www.tattsbondsoffer.com. If you access an This is a replacement prospectus that replaces the this Prospectus or the Trust Deed may not be relied electronic copy of this Prospectus, then you should prospectus dated and lodged with ASIC on 29 May upon as having been authorised by Tatts. read ‘Electronic access to Prospectus’ in Section 4.4 2012 (‘Original Prospectus’). This Prospectus expires for further information. on the date which is 13 months after 29 May 2012 Except as required by law, and only to the extent so (‘Expiry Date’) and no Tatts Bonds will be issued on required, neither Tatts nor any other person warrants Restrictions on foreign jurisdictions the basis of this Prospectus after the Expiry Date. or guarantees the future performance of Tatts, or any The distribution of this Prospectus, and the offer or return on any investment made pursuant to this sale of Tatts Bonds, may be restricted by law in certain This Prospectus is a vanilla bonds prospectus for Prospectus. jurisdictions. Persons who receive this Prospectus an Offer of Tatts Bonds and has been prepared in outside Australia must inform themselves about and accordance with Chapter 6D of the Corporations Act. Responsibility Statement by Trustee observe all such restrictions. Nothing in this Prospectus This Prospectus does not contain the same level of The Trustee, Australian Executor Trustees Limited: is to be construed as authorising its distribution, or the disclosure as an initial public offering prospectus and is offer or sale of Tatts Bonds, in any jurisdiction other than subject to the special content rules under section 713 (i) has not authorised or caused the issue, submission, Australia without the prior express approval of Tatts and of the Corporations Act (as modified by ASIC Class dispatch or provision of this Prospectus and does the Joint Lead Managers and Tatts does not accept any Order CO 10/321, as amended). not make any statement or purport to make any liability in that regard. statement in this Prospectus or any statement on This Prospectus contains important information which which a statement in this Prospectus is based; Further, Tatts Bonds may not be offered or sold, directly a potential investor should consider before making any (ii) nor any of its directors, employees, officers, or indirectly, and neither this Prospectus nor any other decision to invest in Tatts Bonds. It also shows you affiliates, agents, advisors, intermediaries or related offering material may be distributed or published, in any where you can obtain more information on particular bodies corporate (each a ‘related person’) assumes jurisdiction except under circumstances that will result in matters and background information on Tatts. any responsibility for the accuracy or completeness compliance with any applicable law or regulations. of any information contained in this Prospectus; Neither ASIC nor ASX takes any responsibility for Tatts reserves the right to offer Tatts Bonds under the contents of this Prospectus or the merits of (iii) to the maximum extent permitted by law expressly the Offer to investors outside Australia where to do the investment to which this Prospectus relates. disclaims all liability in respect of, makes no so without a Prospectus or other formal document representation or any statement regarding, being prepared would not be in breach of the securities This Prospectus is only relevant for investors and and takes no responsibility for, any part of this law requirements of the relevant jurisdiction. potential investors in Tatts Bonds and should not Prospectus, or any statements in, or omissions be used for any other purposes. from this Prospectus, other than the references This Prospectus does not constitute an offer to sell, to its name and the statement(s) and/or report(s) or the solicitation of an offer to buy, any securities in Documents relevant to the Offer (if any) specified below and included in this the United States. Neither this Prospectus nor any Prospectus with its written consent; The following documents are relevant to the Offer Application Forms or other materials relating to the Offer and can be obtained from www.tattsbondsoffer.com (iv) has given, and has not, before the lodgement of may be distributed in the United States. Applicants will during the Offer Period: this Prospectus with ASIC withdrawn, its written be required to make certain representations, warranties consent to be named in this Prospectus in the and agreements regarding the foregoing and related • the full Terms of Tatts Bonds (see also the form and content in which it is named; matters when completing an Application Form to Appendix to this Prospectus); and (v) nor any related person makes any representation purchase Tatts Bonds. • the Trust Deed (see also Section 4.6 for as to the truth and accuracy of the contents of a summary of the principal provisions). this Prospectus; Financial information and forward looking statements It is important that you read and consider the (vi) has relied on the Issuer for the accuracy of the information in this Prospectus (including the Terms) contents of this Prospectus; and Section 2 sets out in detail the financial information in full before deciding to invest in Tatts Bonds. referred to in this Prospectus. The basis of preparation (vii) nor any related person makes any representation of that information is set out in Section 2.3. Exposure period or warranty as to the performance of the Tatts Bonds or the payment of interest or Redemption In accordance with the Corporations Act, the Original All financial amounts contained in this Prospectus are of Tatts Bonds. Prospectus was subject to an exposure period of expressed in Australian dollars unless otherwise stated. seven days from the date of lodgement of the Original Prospectus does not provide investment advice Prospectus with ASIC (‘Exposure Period’). Pursuant to Any discrepancies between totals and sums of ASIC Class Order 00/169, this Prospectus is not subject The information provided in this Prospectus is not components in tables contained in this Prospectus to any additional exposure period. The purpose of the investment advice and has been prepared without are due to rounding. Exposure Period was to enable the Original Prospectus taking into account your investment objectives, financial to be examined by market participants prior to the situation or particular needs (including financial and This Prospectus contains forward looking statements raising of funds. Applications received during the taxation issues). It is important that you read and which are identified by words such as ‘may’, ‘could’, Exposure Period were not processed until after the consider the information in this Prospectus (including ‘believes’, ‘estimates’, ‘expects’, ‘intends’ and other expiry of that period. No preference will be conferred the Terms) in full before deciding to invest in Tatts Bonds similar words that involve risks and uncertainties. on applications received during the Exposure Period. and consider the risks that could affect the performance of Tatts Bonds. Any forward looking statements are subject to various Status of Tatts Bonds risk factors that could cause Tatts’ actual results to differ If you have any questions, you should seek advice from materially from the results expressed or anticipated in Tatts Bonds are interest bearing, senior and unsecured your financial adviser or other professional adviser these statements. debt obligations, issued by Tatts. Tatts Bonds are before deciding to invest in Tatts Bonds. ‘unsecured notes’ for the purposes of section 283BH Forward looking statements should be read in of the Corporations Act. Holders of Tatts Bonds rank Obtaining a Prospectus and Application Form conjunction with risk factors as set out in Section 3, behind any creditors preferred by law and any secured and other information in this Prospectus. creditors of Tatts. See Section 1.7 ‘Ranking’. Paper copies of this Prospectus and an Application Form can be obtained for the Shareholder and Broker Defined words and expressions The Tatts Bonds are guaranteed on a joint and several Firm Offers free of charge during the Offer Period by basis by the Guarantors subject to and in accordance with calling the Tatts Bonds Information Line on 1300 367 Some words and expressions used in this Prospectus the Trust Deed. The obligations of the Guarantors are 346 (within Australia) or +61 3 9415 4199 (international) have defined meanings. These words and expressions senior and unsecured obligations of each Guarantor and (Monday to Friday – 9.00am to 5.00pm, Melbourne are capitalised and are defined in Section 6 ‘Glossary’.

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