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Crown Resorts Limited ABN 39 125 709 953 PROSPECTUS PROSPECTUS Crown Subordinated Notes II Prospectus for the issue of Crown Subordinated Notes II to be listed on ASX Crown Subordinated Notes II are subordinated notes due for repayment in April 2075, subject to Crown’s right to redeem the notes at any time from July 2021 (or earlier in certain circumstances). Holders will be entitled to receive quarterly interest payments at a rate equal to the Bank Bill Rate plus a margin (subject to payments being deferred in certain circumstances). For personal use only JOINT STRUCTURING JOINT LEAD MANAGERS CO-MANAGERS ADVISERS AND JOINT ANZ Securities JBWere LEAD MANAGERS Commonwealth Bank Wilson HTM UBS National Australia Bank Deutsche Bank Westpac Institutional Bank 6a Important notices This Prospectus Act. Notes II are being offered and sold outside the United States only in This Prospectus is issued by Crown Resorts Limited (ABN 39 125 709 953) reliance on Regulation S of the U.S. Securities Act (“Regulation S”). (“Crown”). Exposure Period This Prospectus is dated and was lodged with the Australian Securities and In accordance with the Corporations Act, this Prospectus is subject to an Investments Commission (“ASIC”) and with the New Zealand Companies exposure period of seven days from the date of lodgement of this Prospectus Office (“NZCO”) on 17 March 2015. This Prospectus expires on the date which with ASIC during which the Corporations Act prohibits the processing of is 13 months after 17 March 2015 (“Expiry Date”) and no Crown Subordinated applications for Notes II (“Exposure Period”). This period may be extended Notes II (or “Notes II”) will be issued on the basis of this Prospectus after the by ASIC by up to a further seven days. The purpose of the Exposure Period Expiry Date. is to enable this Prospectus to be examined by market participants prior None of ASIC, NZCO or ASX takes any responsibility for the contents of this to the raising of funds. The examination may result in the identification of Prospectus or the merits of the investment to which this Prospectus relates. certain deficiencies in this Prospectus in which case any application may This Prospectus is only available to investors and Eligible Securityholders need to be dealt with in accordance with section 724 of the Corporations Act. within Australia and New Zealand in electronic form at www.crownresorts. Applications received during the Exposure Period will not be processed until com.au/notes. The Offer constituted by this Prospectus in electronic form is after the expiry of that period. No preference will be conferred on applications available only to persons accessing and downloading or printing the electronic received during the Exposure Period. copy of the Prospectus within Australia or Eligible Securityholders within Australia and New Zealand and is not: Financial information and forward looking statements • available to persons in New Zealand other than under the Institutional Section 4 sets out in detail the financial information referred to in this Offer until after the expiry of the Exposure Period; and Prospectus. The basis of preparation of that information is also set out in • available to persons in any other jurisdictions (including the United States) Section 4. without the prior approval of Crown and the Joint Lead Managers. All financial amounts contained in this Prospectus are expressed in Australian Persons in Australia or Eligible Securityholders within Australia and New dollars and are rounded to the nearest million unless otherwise stated. Any Zealand having received a copy of this Prospectus in its electronic form discrepancies between totals and the sum of components in tables contained may, during the Offer Period, obtain a paper copy of this Prospectus (free in this Prospectus are due to rounding. of charge) by telephoning the Crown Notes II Offer Information Line on This Prospectus contains forward looking statements which are identified by 1300 659 795 or +61 3 9415 4000 (Monday to Friday—8:30am to 5:30pm words such as “may”, “could”, “believes”, “estimates”, “expects”, “intends” and (Sydney time)). other similar words that involve risks and uncertainties. Applications for Notes II may only be made on an Application Form that is Any forward looking statements are subject to various risk factors that could attached to or accompanying this Prospectus following the opening of the cause Crown’s actual results to differ materially from the results expressed or Offer. A printable version of this Prospectus may be downloaded in its entirety anticipated in these statements. Forward looking statements should be read from www.crownresorts.com.au/notes. If you access an electronic copy of in conjunction with the other information in this Prospectus, in particular the this Prospectus, then you should read “Electronic access to this Prospectus” risk factors as set out in Section 5. in Section 6.1 for further information. Defined terms Important Information for New Zealand investors Certain terms and abbreviations used in this Prospectus have defined This Offer to New Zealand investors is a regulated offer made under Australian meanings which are explained in the Glossary in Appendix B of this and New Zealand law. Prospectus and in Clause 17.2 of the Terms in Appendix A. If there is any In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. inconsistency in definitions between the Prospectus and the Terms, the In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities definitions in the Terms prevail. (Mutual Recognition of Securities Offerings – Australia) Regulations 2008. This Offer and the content of the Offer document are principally governed Time by Australian rather than New Zealand law. In the main, the Corporations Unless otherwise stated or implied, references to times in this Prospectus are Act 2001 and Regulations (Australia) set out how the Offer must be made. to Sydney time. There are differences in how securities are regulated under Australian law. Disclaimer For example, the disclosure of fees for collective investment schemes is No person is authorised to give any information or to make any representation different under the Australian regime. The rights, remedies, and compensation in connection with the Offer described in this Prospectus which is not arrangements available to New Zealand investors in Australian securities may contained in this Prospectus. You should rely only on information in this differ from the rights, remedies, and compensation arrangements for New Prospectus. Zealand securities. Both the Australian and New Zealand securities regulators Except as required by law, and only to the extent so required, neither Crown have enforcement responsibilities in relation to this Offer. If you need to make nor any other person warrants or guarantees the future performance of a complaint about this Offer, please contact the Financial Markets Authority, Crown, or any return on any investment made pursuant to this Prospectus. Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian Website securities is not the same as for New Zealand securities. If you are uncertain Crown maintains a website at www.crownresorts.com.au. Information about whether this investment is appropriate for you, you should seek the contained in, or otherwise accessible through, this or a related website is not advice of an appropriately qualified financial adviser. a part of this Prospectus. The Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or Further queries If you are considering applying for Notes II under the Offer, this Prospectus is down according to changes in the exchange rate between that currency and important and should be read in its entirety. New Zealand dollars. These changes may be significant. If you expect the If you have any questions in relation to the Offer, please call the Crown Notes securities to pay any amounts in a currency that is not New Zealand dollars, II Offer Information Line on 1300 659 795 or +61 3 9415 4000 (Monday to you may incur significant fees in having the funds credited to a bank account Friday—8:30am to 5:30pm (Sydney time)). in New Zealand in New Zealand dollars. ASIC has published guidance for retail investors who are considering investing If the securities are able to be traded on a securities market and you wish to in hybrid securities (such as Notes II). You can find this guidance by searching trade the securities through that market, you will have to make arrangements ‘hybrid securities’ at www.moneysmart.gov.au. Retail investors can also call for a participant in that market to sell the securities on your behalf. If the ASIC on 1300 300 630 for further information. ASIC’s information on hybrid securities market does not operate in New Zealand, the way in which the securities describes, in general terms, potential features of hybrid securities. market operates, the regulation of participants in that market, and the Investors should carefully assess the specific terms of Notes II as described information available to you about the securities and trading may differ from in this Prospectus, which may differ from the general terms described on the securities markets that operate in New Zealand. ASIC website. For personal use only Offer The information provided in this Prospectus is not financial product advice The Offer contained in this Prospectus is an initial public offering of and does not take into account your investment objectives, financial situation $400 million of Notes II at $100 per Note II with the ability to raise more or particular needs as an investor. You should carefully read the whole of or less.