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Crown Group Finance Limited (ABN 96 125 812 615)

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Crown Group Finance Limited (ABN 96 125 812 615) Information Memorandum Australian Debt Issuance Programme Issuer Crown Group Finance Limited (ABN 96 125 812 615) Guarantors Crown Resorts Limited (ABN 39 125 709 953) and others Arrangers and Dealers Australia and New Zealand Banking Group Limited Commonwealth Bank of Australia National Australia Bank Limited Westpac Banking Corporation 31 October 2014 1 Contents Important Notice..................................................................................................................3 Documents incorporated by reference.....................................................................................7 Summary of the Programme..................................................................................................8 Corporate Profile ................................................................................................................ 15 Description of the Guarantors .............................................................................................. 19 General Conditions of the Notes ........................................................................................... 20 Form of Pricing Supplement................................................................................................. 54 Selling Restrictions ............................................................................................................. 61 Australia Taxation .............................................................................................................. 67 Directory........................................................................................................................... 72 2 Important Notice Introduction This Information Memorandum relates to an Australian debt issuance programme (Programme) established by Crown Group Finance Limited (ABN 96 125 812 615) (Issuer), under which medium term notes and other debt instruments (Notes) may be issued from time to time up to the Programme Amount (as defined in the section entitled "Summary of Programme" below). Notes issued under the Programme by the Issuer are unconditionally and irrevocably guaranteed by Crown Resorts Limited (formerly known as Crown Limited) (ABN 39 125 709 953) (Crown Resorts Limited) and certain Subsidiaries of Crown Resorts Limited (each a Guarantor and together the Guarantors) under the Guarantee Deed Poll (as defined in the section entitled "Summary of Programme" below). Prospective investors of the Notes should read this section carefully prior to making any decision in relation to purchasing, subscribing for or investing in the Notes issued under the Programme. This Information Memorandum supersedes and replaces the Information Memorandum dated 14 May 2012. Responsibility This Information Memorandum has been prepared by, and issued with the authority of, the Issuer. The Issuer accepts responsibility for all of the information contained in this Information Memorandum other than information provided by the Arrangers, the Dealers and the Agents (each as defined in the section entitled "Summary of Programme" below) in relation to their respective descriptions in the section entitled "Directory" below. Additionally, each Guarantor accepts responsibility for all information contained in this Information Memorandum relating to the Guarantors. No independent verification The only role of the Arrangers, the Dealers and the Agents (each as defined in the section entitled "Summary of the Programme" below) in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective descriptions in the sections entitled "Summary of the Programme" and "Directory" are accurate as at the Preparation Date (defined below). Apart from this, no Arranger, nor any Dealer or any Agent (and none of their respective officers, employees, affiliates, representatives or advisers) has independently verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by any of them as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Programme. No Arranger, nor any Dealer or any Agent undertakes to review the financial condition or affairs of the Issuer, the Guarantors or any of their respective affiliates at any time or to advise any holder of a Note of any information coming to their attention with respect to the Issuer or the Guarantors and make no representations as to the ability of the Issuer to comply with its obligations under the Notes or the Issuer's or the Guarantors' obligations under the Guarantee Deed Poll. No Arranger, nor any Dealer or any Agent makes any representation as to the performance of the Issuer, the maintenance of capital or any particular rate of return, nor does any Arranger, any Dealer or any Agent guarantee the repayment of capital or any particular rate of capital or income return, in each case, on the Notes. 3 Independent advice This Information Memorandum contains summary information only concerning the Notes. It is not intended to provide the basis of any credit or other evaluation in respect of the Issuer, any Guarantor, the Notes or the Guarantee Deed Poll and should not be considered as a recommendation or statement of opinion (or a representation of either of those things) by the Issuer, any Guarantor, any Arranger, any Dealer or any Agent that any recipient of this Information Memorandum (or any other financial statements) should purchase any Notes or any rights in respect of any Notes. Each investor contemplating purchasing any Notes or any rights in respect of any Notes under the Programme should make (and shall be taken to have made) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer and each Guarantor. No advice is given in respect of the taxation treatment of investors in connection with investment in any Notes and each investor is advised to consult its own professional adviser. Terms and conditions of issue Notes will be issued in series (each a Series). Each Series may comprise of one or more tranches (each a Tranche) having one or more issue dates and on terms and conditions that are otherwise identical (other than, to the extent relevant, in respect of the issue price and the first payment of interest). Each issue of Notes will be made pursuant to such documents as the Issuer may determine. The general terms and conditions applicable to the Notes are included in this Information Memorandum. These general terms and conditions may be supplemented, amended, modified or replaced by the relevant Pricing Supplement or by another amendment or supplement to this Information Memorandum applicable to those Notes (described below). A Pricing Supplement (substantially in the form contained in this Information Memorandum) will be issued for each Series or Tranche of Notes. A Pricing Supplement will contain details of the initial aggregate principal amount, issue price, issue date, maturity date, details of interest payable (if any), together with any other terms and conditions not set out in this Information Memorandum and that may be applicable to that Series or Tranche of Notes. A Pricing Supplement or other supplement may also supplement, amend, modify or replace any statement or information set out in this Information Memorandum. No offer This Information Memorandum does not constitute an issue of, an offer of, or an invitation by or on behalf of the Issuer, the Guarantors, the Arrangers, the Dealers or any Agent for potential purchasers to subscribe for, purchase or otherwise deal in any Notes. No authorisation No person has been authorised to make any statements or representations or provide any information which are not or is not contained or incorporated by reference in this Information Memorandum in connection with the Issuer, any Guarantor, the Programme or the issue or sale of the Notes. Potential purchasers of Notes should not rely on any such statements, representations or information without the Issuer's and the Guarantors' express written permission. Selling restrictions and no disclosure The distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material, and the offer or sale of Notes may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about them and observe any such restrictions. In particular, no action has been taken by any of the Issuer, any Guarantor, the Arrangers, the Dealers or the Agents which would permit a public offering of any Notes or distribution of this Information Memorandum in any jurisdiction where 4 action for that purpose is required. None of the Issuer, any Guarantor, the Arrangers, the Dealers or the Agents represent that any Note may be lawfully offered for subscription or purchase or otherwise dealt with in compliance with any applicable registration or other requirements in any jurisdiction outside Australia, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such offering or other dealing. In particular, but without limitation: neither this Information Memorandum nor any other disclosure document in relation to the Notes has been, or will be, lodged with the Australian Securities and Investment Commission (ASIC). This Information Memorandum
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