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Transurban Queensland Euro Medium Term Note Programme Update

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asx release 8 April 2021 TRANSURBAN QUEENSLAND EURO MEDIUM TERM NOTE PROGRAMME UPDATE Transurban announces that Transurban Queensland, in which Transurban has a 62.5% ownership interest, has updated its Euro Medium Term Note Programme today by lodging the following Offering Circular with the Singapore Exchange. Investor enquiries Media enquiries Tess Palmer Sarah Chapman Head of Investor Relations Manager, Media, Government and Industry +61 458 231 983 +61 400 841 898 This announcement is authorised by Transurban CEO, Scott Charlton Classification Transurban Group Transurban International Limited ABN 90 121 746 825 Transurban Holdings Limited ABN 86 098 143 429 Level 31 Transurban Holding Trust Tower Five, Collins Square ABN 30 169 362 255 727 Collins Street Docklands ARSN 098 807 419 Victoria 3008 Australia [email protected] Telephone +613 8656 8900 www.transurban.com Facsimile +613 8656 8585 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (REGULATION S)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this offering circular or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S). This offering circular is being sent at your request and by accepting the e-mail and accessing this offering circular, you shall be deemed to have represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such offering circular by electronic transmission. You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this offering circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Transurban Queensland Finance Pty Limited (ACN 169 093 850) (the Issuer) and Transurban Queensland Holdings 1 Pty Limited (ACN 169 090 804), Transurban Queensland Holdings 2 Pty Limited (ACN 169 090 788), Transurban Queensland Invest Pty Limited (ACN 169 090 733) (in its own capacity and in its capacity as trustee of the Transurban Queensland Invest Trust (ABN 25 633 812 177)), QM Assets Pty Limited (ACN 165 578 727) and Queensland Motorways Holding Pty Limited (ACN 150 265 197) (each a Guarantor and, together, the Guarantors) in such jurisdiction. This offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantors or J.P. Morgan Securities plc or any person who controls either of them or any director, officer, employee or agent of either of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Issuer or J.P. Morgan Securities plc. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR TRANSURBAN QUEENSLAND FINANCE PTY LIMITED (ACN 169 093 850) (incorporated with limited liability in Australia) U.S.$2,000,000,000 Secured Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by TRANSURBAN QUEENSLAND HOLDINGS 1 PTY LIMITED (ACN 169 090 804) TRANSURBAN QUEENSLAND HOLDINGS 2 PTY LIMITED (ACN 169 090 788) TRANSURBAN QUEENSLAND INVEST PTY LIMITED (ACN 169 090 733) (IN ITS OWN CAPACITY AND IN ITS CAPACITY AS TRUSTEE OF THE TRANSURBAN QUEENSLAND INVEST TRUST (ABN 25 633 812 177)) QM ASSETS PTY LIMITED (ACN 165 578 727) and QUEENSLAND MOTORWAYS HOLDING PTY LIMITED (ACN 150 265 197) (each incorporated with limited liability in Australia) Under this U.S.$2,000,000,000 Secured Euro Medium Term Note Programme (the Programme), Transurban Queensland Finance Pty Limited (ACN 169 093 850) (the Issuer) may from time to time issue notes (the Notes) in bearer or registered form (respectively, Bearer Notes and Registered Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below) and will be constituted by an amended and restated trust deed dated 8 April 2021 between the Issuer, Transurban Queensland Holdings 1 Pty Limited (ACN 169 090 804), Transurban Queensland Holdings 2 Pty Limited (ACN 169 090 788), Transurban Queensland Invest Pty Limited (ACN 169 090 733) (in its own capacity and in its capacity as trustee of the Transurban Queensland Invest Trust (ABN 25 633 812 177)), QM Assets Pty Limited (ACN 165 578 727) and Queensland Motorways Holding Pty Limited (ACN 150 265 197) (each a Guarantor and, together, the Guarantors) and The Bank of New York Mellon, London Branch (the Trustee) (the Trust Deed). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by the Guarantors. The obligations of the Issuer and the Guarantors in respect of the Notes are secured by certain security interests granted by the Issuer and certain related entities and guaranteed by certain related entities which have also granted security interests to secure their guarantees (the Securities). The Securities are held by National Australia Bank Limited (ABN 12 004 044 937) (the Security Trustee) the trustee of the security trust (Security Trust) established by a security trust deed originally dated 30 June 2014 (as amended on 17 November 2014, 31 August 2015 and 14 December 2016, and as further amended from time to time, the Security Trust Deed). The holders of the Notes will be Beneficiaries (as defined in the Security Trust Deed) under the Security Trust, ranking equally with the other Beneficiaries in accordance with the Security Trust Deed, including the financiers under the Issuer’s bank debt facilities, holders of the Issuer’s Australian medium term notes and holders of the Issuer’s US private placement notes. The Beneficiaries rank for payment out of the assets the subject of the Securities ahead of unsecured creditors, except creditors mandatorily preferred by law. For a discussion of these arrangements see “Description of the Security Arrangements”. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for the quotation of any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST.
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