QUBE SUBORDINATED NOTES Prospectus for the issue of Qube Subordinated Notes to be listed on ASX Issuer Joint Structuring Advisers Joint Lead Managers Co-Managers Qube Holdings Limited National Australia Bank ANZ Securities Crestone Wealth Management ABN 14 149 723 053 UBS National Australia Bank JBWere UBS Morgans IMPortant notiCes This Prospectus information on how Qube (and its agents) collects, in Appendix A. If there is any inconsistency in This Prospectus is issued by Qube Holdings Limited holds and uses this personal information. definitions between the Prospectus and the Terms, the definitions in the Terms prevail. (ABN 14 149 723 053) (“Qube”). Restrictions on distribution This Prospectus is dated and was lodged with the This Prospectus does not constitute an offer of Notes Time Australian Securities and Investments Commission or invitation in any place in which, or to any person Unless otherwise stated or implied, references to (“ASIC”) on 7 September 2016. This is a to whom, it would not be lawful to make such an times in this Prospectus are to Sydney time. replacement prospectus that replaces the prospectus offer or invitation. Refer to Section 6.3.2 for further Disclaimer dated and lodged with ASIC on 30 August 2016 information. (“Original Prospectus”). This Prospectus expires on No person is authorised to give any information Notes have not been, and will not be, registered the date which is 13 months after 30 August 2016 or to make any representation in connection with under the U.S. Securities Act of 1933, as amended (“Expiry Date”) and no subordinated notes (“Notes”) the Offer described in this Prospectus which is not (the “U.S. Securities Act”) and may not be offered or will be issued on the basis of this Prospectus after contained in this Prospectus. You should rely only on sold within the United States except pursuant to an the Expiry Date. information in this Prospectus. exemption from, or in a transaction not subject to, Neither ASIC nor ASX take any responsibility for the registration requirements of the U.S. Securities Except as required by law, and only to the extent so the contents of this Prospectus or the merits of the Act. Notes are being offered and sold outside the required, neither Qube nor any other person warrants investment to which this Prospectus relates. United States only in reliance on Regulation S of the or guarantees the future performance of Qube, or This Prospectus is only available to investors and U.S. Securities Act (“Regulation S”). any return on any investment made pursuant to this Eligible Shareholders within Australia in electronic Prospectus. Exposure Period form at www.qubenotes.com.au. The Offer About the Trustee constituted by this Prospectus in electronic form is In accordance with the Corporations Act, the Original Prospectus was subject to an exposure The Trustee, being Australian Executor Trustees available only to persons accessing and downloading Limited: or printing the electronic copy of the Prospectus period of seven days from the date of lodgement within Australia and is not available to persons in of the Original Prospectus with ASIC during which • has not made any statement or purported any other jurisdictions (including the United States) the Corporations Act prohibits the processing of to make any statement in this Prospectus or without the prior approval of Qube and the Joint Lead applications for Notes (“Exposure Period”). This any statement on which a statement in this Managers. period may be extended by ASIC by up to a further Prospectus is based, other than as specified seven days. The purpose of the Exposure Period is below; Persons in Australia having received a copy of this to enable the Original Prospectus to be examined by • to the maximum extent permitted by law Prospectus in its electronic form may, during the market participants prior to the raising of funds. The Offer Period, obtain a paper copy of this Prospectus expressly disclaim all liability in respect of, make examination may result in the identification of certain no representation or any statement regarding, (free of charge) by telephoning the Qube Notes deficiencies in this Prospectus in which case any Offer Information Line on 1300 850 505 or +61 3 and take no responsibility for, any part of this application may need to be dealt with in accordance Prospectus, or any statements in, or omissions 9415 4000 (Monday to Friday—8:30am to 5:00pm with section 724 of the Corporations Act. (Sydney time)). from this Prospectus, other than the references Applications received during the Exposure Period will to its name and the statement(s) and/or report(s) Applications for Notes may only be made on not be processed until after the expiry of that period. (if any) specified below and included in the an Application Form that is attached to or No preference will be conferred on applications Prospectus with its written consent; accompanying this Prospectus following the opening received during the Exposure Period. of the Offer. A printable version of this Prospectus • has given and has not, before the lodgement of may be downloaded in its entirety from www. Financial information and forward looking the Prospectus with ASIC, withdrawn its written qubenotes.com.au. If you access an electronic copy statements consent: of this Prospectus, then you should read “Electronic Section 4 sets out in detail the financial information – to be named in the Prospectus in the form access to this Prospectus” in Section 6.1 for further referred to in this Prospectus. The basis of and context in which it is named; and information. preparation of that information is also set out in – to the inclusion in the Prospectus of the Section 4. Offer statement(s) and/or report(s) (if any) by that All financial amounts contained in this Prospectus person in the form and context in which they The Offer contained in this Prospectus is an initial are expressed in Australian dollars and are rounded appear in the Prospectus; public offering of $300 million of Notes at $100 per to the nearest million unless otherwise stated. • does not, nor does any related person, make any Note with the ability to raise more or less. Refer to Any discrepancies between totals and the sum of Section 1 for further information. representation as to the truth and accuracy of the components in tables contained in this Prospectus contents of the Prospectus; Refunds are due to rounding. • has relied on Qube for the accuracy of the If you are not allocated any Notes, or you are This Prospectus contains forward looking statements contents of this Prospectus, and allocated fewer Notes than the number of Notes which are identified by words such as “may”, that you applied for, all or some of your application “could”, “believes”, “estimates”, “expects”, “intends” • does not, nor does any related person, make any payment (as applicable) will be returned to you and other similar words that involve risks and representation or warranty as to the performance (without interest) as soon as possible after the uncertainties. of Notes or the payment of Interest or the redemption of Notes. Issue Date. If the Offer does not proceed for any Any forward looking statements are subject to reason, any application payment you have made various risk factors that could cause Qube’s actual The interest payments on Notes are obligations will be refunded to you (without interest) as soon results to differ materially from the results expressed of Qube and are not guaranteed by the Trustee or as possible. No interest will be payable on refunded or anticipated in these statements. Forward looking any of its directors, employees, officers, affiliates, application payments. Refunds will be made via statements should be read in conjunction with the agents, advisers, intermediaries, related body direct credit (if Qube holds payment instructions on other information in this Prospectus, in particular the corporate or any other entity. file) or by cheque. risk factors as set out in Section 5. The obligation to redeem Notes in accordance with Providing personal information their terms is a direct obligation of Qube. Neither the Defined terms Trustee nor any of its directors, employees, officers, You will be asked to provide personal information to Certain terms and abbreviations used in this affiliates, agents, advisers, intermediaries, related Qube (directly or via its agents) if you apply for Notes. Prospectus have defined meanings which are body corporate or any other entity guarantees the See section 9.4 and Qube’s privacy policy which explained in the Glossary in Appendix C of this redemption of or prepayment of any principal is available at www.qube.com.au/legal/privacy for Prospectus and in Clause 17.2 of the Terms under Notes. HOW to APPLY For Qube Subordinated Notes The Trustee is not responsible for monitoring Qube’s compliance with the Trust Deed nor Qube’s business. 1. Read this • This Prospectus is important and should be Prospectus in full read in its entirety. Website Qube maintains a website at www.qube.com.au. • You should have particular regard to the: Information contained in, or otherwise accessible – “Important notices” at the front of this through, this or a related website is not a part of this Prospectus; Prospectus. – “Investment overview” in Section 1 and Further queries “About Qube Subordinated Notes” in If you are considering applying for Notes under the Section 2; Offer, this Prospectus is important and should be – “Investment risks” in Section 5; and read in its entirety. – Terms of Issue in Appendix A. If you have any questions in relation to the Offer, please call the Qube Notes Offer Information Line • In considering whether to apply for Notes, it is on 1300 850 505 or +61 3 9415 4000 (Monday to important that you consider all risks and other Friday—8:30am to 5:00pm (Sydney time)).