Subordinated Notes II Offer March 2015
Disclaimer The information included in this document (including in this "Disclaimer") or discussed at the presentation (together, the "Presentation") has been prepared by Crown Resorts Limited (ACN 125 709 953) ("Crown") in connection with the offer of Crown Subordinated Notes II ("Notes II") ("Offer"). ANZ Securities, Commonwealth Bank, Deutsche Bank, NAB, UBS and Westpac are Joint Lead Managers ("JLMs") for the Offer. The Offer is made pursuant to a Prospectus which was lodged with the Australian Securities and Investments Commission ("ASIC") on 17 March 2015. Crown intends to lodge a Replacement Prospectus with ASIC on 25 March 2015 containing the Margin (and application forms), after the Bookbuild has been held to determine the Margin. This Presentation is provided to potential investors for the sole purpose of providing information to enable recipients to evaluate their interest in participating in the Offer. It is not intended as an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security. Prospective investors should make their own independent evaluation of, and take independent professional advice in relation to, an investment in Notes II. The information in this Presentation is an overview and does not contain all the information necessary to make an investment decision or which would be required in a prospectus or other disclosure document prepared in accordance with the requirements of the Corporations Act 2001 (Cth) ("Corporations Act"). It is intended as a summary of certain information relating to Crown and does not purport to be a complete description of Crown or of the Offer. The Offer is made under the Prospectus and you should read the entire Prospectus before deciding whether to apply for Notes II. This Presentation has not been lodged with ASIC. The information for which Crown will assume responsibility for is set out in the Prospectus. This Presentation is not a recommendation to acquire Notes II. Nothing contained in this Presentation constitutes investment, legal, tax, financial product or other advice. The information in this Presentation does not take into account the investment objectives, taxation position, financial situation or needs of any particular investor. Any decision by a person to apply for Notes II should be made on the basis of the information contained in the Prospectus and the Replacement Prospectus, not in this Presentation. Applicants should read the Prospectus in its entirety before making a decision whether to apply for Notes II. Applications for Notes II may be made using the Application Form attached to or accompanying the Replacement Prospectus, or online through the offer website at www.crownresorts.com.au/notes, after the Replacement Prospectus has been lodged with ASIC (expected to occur on 25 March 2015). An investment in Notes II is subject to risks, including the possible loss of income and principal invested. Risks associated with an investment in Notes II and Crown are set out in Section 5 ("Investment Risks") in the Prospectus. Neither the JLMs, nor any of their or Crown’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. To the maximum extent permitted by law, Crown, the JLMs and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents and any other person involved in the preparation of this Presentation (each a "Disclaiming Party") make no representation or warranty (express or implied) as to the accuracy, quality, timeliness, reliability or completeness of any statements, estimates or opinions or other information contained in this Presentation and, with regards to the JLMs, they and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Offer. To the maximum extent permitted by law, the Disclaiming Parties exclude and disclaim all liability and responsibility (including without limitation any liability arising from the fault or negligence on the part of any Disclaiming Party) for any direct, indirect or consequential loss, damages, expenses or costs which may be suffered by a recipient through the use or reliance of any information contained in this Presentation or omitted from this Presentation or the information in this Presentation being inaccurate or incomplete in any way for any reason (whether by negligence or otherwise). This Presentation may contain forward looking statements. Such forward-looking statements speak only as of the date of this Presentation and there can be no assurance that actual outcomes will not differ materially from these statements. Forward-looking statements can generally be identified by words such as "may", "could", "believes", "estimates", "expects", "intends", and other similar words that involve risks and uncertainties. Nothing in this Presentation is a promise or representation as to the future. Any forward looking statements in this Presentation may prove to be incorrect and are subject to various known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Crown, that could cause Crown's actual results or performance to differ materially from any future results or performance expressed, implied or anticipated in these statements. To the maximum extent permitted by law, the Disclaiming Parties make no representation or warranty (express or implied) as to the accuracy of such forward looking statements. Except as required by law, and only then to the extent so required, the Disclaiming Parties do not warrant or guarantee the future performance of Notes II or any return on any investment made in Notes II. The JLMs and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations and warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by the JLMs, or their advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. All references to $ are to Australian dollars, unless otherwise stated. Financial information in respect of Crown for the financial years ended 30 June 2013 and 30 June 2014 has been extracted from audited financial statements and in respect of the six months ended 31 December 2014 has been extracted from Crown's Appendix 4D lodged with ASX on 19 February 2015. Capitalised terms used in this presentation have the same meaning as in the Crown Subordinated Notes II Prospectus. This Presentation does not constitute an offer to sell, or a solicitation to buy, securities in the United States (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"). Notes II have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Under no circumstances should you, any of your affiliates or any person acting on your behalf send this document or any other documents that you have received in connection with the Offer, directly or indirectly, into the United States. Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice and includes information derived from third party sources that has not been independently verified. Crown reserves the right to withdraw the Offer or vary the timetable for the Offer without notice. In this Disclaimer, each reference to the Prospectus is taken to include the Replacement 2 Prospectus and any supplementary prospectus, unless the context requires otherwise.
Contents 1 Overview of the Offer 2 About Crown 3 Financial information 4 Key features of Notes II 5 Offer process A Key risks B Additional information
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