Fr persnal use nly ASX / MEDIA RELEASE FOR IMMEDIATE RELEASE 10 May 2013 CROWN RECEIVES NSW GAMING REGULATORY APPROVALS MELBOURNE: Crwn Limited (ASX: CWN) annunced tday that it has received written advice frm the NSW Independent Liqur and Gaming Authrity ( NSW ILGA ) that the necessary apprvals have been granted t allw Crwn t have vting pwer in Ech Entertainment Grup Limited ( Ech ) in excess f 10%. The apprvals frm the NSW ILGA, a summary f which is cntained in the attached annuncement made by the NSW ILGA tday, permits Crwn t have vting pwer in Ech abve 10% but nt t exceed an apprved cap f 23% 1. In calculating the vting pwer in Ech held by Crwn, accunt must be taken f the interests in Ech held by members f the Crwn grup, members f Crwn s majr sharehlder, the Cnslidated Press Hldings grup, and certain members f the Packer family and cmpanies cntrlled by them. Further infrmatin abut these apprvals is cntained in the annuncement frm NSW ILGA which is attached t this annuncement. Crwn has made an applicatin t the Queensland Attrney General fr similar apprvals and is awaiting the result f that applicatin. ENDS COPIES OF RELEASES Cpies f previus media and ASX annuncements issued by Crwn are available at Crwn s website at www.crwnlimited.cm 1 The 23% cap may be adjusted in certain circumstances referred t in the attached annuncement frm NSW ILGA.
Fr persnal use nly APPROVAL OF MAJOR CHANGE IN STATE OF AFFAIRS OF THE SYDNEY CASINO OPERATOR (THE STAR PTY LIMITED ( THE STAR )) CROWN LIMITED Backgrund and Cntext On 24 February 2012, Crwn Limited (Crwn) (n behalf f itself and whlly wned subsidiaries, Pennwin Pty Limited and Crwn Entertainment Grup Hldings Pty Limited) (the Crwn Applicants) made an applicatin t the Authrity (Crwn Applicatin) fr, in substance: A. written apprval that the Crwn Applicants are suitable persns t be cncerned in r assciated with the peratin r management f The Star; B. written cnsent t acquire vting pwer in excess f 10% in Ech Entertainment Grup Limited (Ech) as the ultimate hlding cmpany and wner f The Star (subsequently capped by Crwn at a 25% level f sharehlding and finally prceeding n the basis f a 23% cap (Ownership Cap)); and C. written cnsent t be entitled t hld a deemed relevant interest in mre than 5% f the shares in Star City Hldings Limited (Star City Hldings), a whlly wned subsidiary f Ech and the immediate hlding cmpany f The Star. The Authrity has cnsidered the Crwn Applicatin n the basis that, if apprved, it wuld result in the Crwn Applicants and relevant individuals and entities cnnected t r assciated with the Crwn Applicants (including Mr James Packer and Cnslidated Press Hldings Limited (CPH) as Crwn s majr sharehlder) (tgether Crwn and CPH Clse Assciates) becming clse assciates f The Star. A persn is a clse assciate f The Star if the persn hlds a relevant financial interest, r is able t exercise a relevant pwer, in relatin t The Star and (as a result f that financial interest r pwer) the Authrity is f the pinin that the relevant persn is, r will be, able t exercise a significant influence ver r with respect t the management r peratin f The Star. Alternatively, a persn may be a clse assciate f The Star by virtue f that persn hlding a relevant psitin in the business f The Star. An apprval that results in a persn becming a clse assciate f The Star is a majr change in relatin t The Star. Pursuant t sectin 35 f the Casin Cntrl Act 1992 (NSW) (Act) the Authrity is nt t grant its apprval t a persn becming a clse assciate unless satisfied that the persn is a suitable persn t be assciated with the management f The Star. Majr Change, Clse Assciate Apprval and Vting Pwer Cnsents Tday the Authrity has apprved the Crwn and CPH Clse Assciates becming clse assciates f The Star n the basis that they are suitable persns t be assciated with the management f The Star fr the purpses f the Crwn and CPH Clse Assciates and assciated entities and individuals hlding vting pwer in Ech in excess f 10% up t the Ownership Cap (Legislative Apprval). Level 6, 323 Castlereagh Street, Sydney NSW 2000 GPO Bx 3970, Sydney NSW 2001 Tel +61 2 9995 0599 Fax +61 2 9211 0062 www.ilga.nsw.gv.au ABN 42 496 653 361
Fr persnal use nly 2. Cnsequent upn the Authrity granting the Legislative Apprval, the Authrity has cnsented t the Crwn and CPH Clse Assciates and cnnected and assciated individuals and entities having vting pwer in Ech in excess f 10% and up t the Ownership Cap, and crrespnding vting pwer cnsents in relatin t Star City Hldings (Vting Pwer Cnsents), all subject t certain time and ther limitatins and capital adjustments. Fr further detail, see the Attachment t this media release. The terms applying t the Legislative Apprval and the Vting Pwer Cnsents are cntained within agreements negtiated and entered int in relatin t the Crwn Applicatin under sectin 142 f the Act with the apprval f the Minister (Crwn and CPH Sectin 142 Agreements). In granting the Legislative Apprval and Vting Pwer Cnsents and negtiating the Crwn and CPH Sectin 142 Agreements, the Authrity has had regard t its regulatry and cntractual cntrls under, inter alia, the Act and existing sectin 142 agreements between the Authrity, Ech and The Star (including the Ech Cnstitutin). These existing cntrls include the pwer t require the dispsal f: any shares held in Ech abve the general 10% wnership limit currently set ut under the Ech Cnstitutin; and all shares held in Ech by any entity r individual wh is fund (as part f the Authrity s nging suitability cnsideratins) nt t be a suitable persn t be assciated with The Star, irrespective f any wnership limit. Each f the dispsal cntrls referred t abve have been reinfrced by terms under the Crwn and CPH Sectin 142 Agreements, but in the cntext f the higher Ownership Cap. Investigatins and Cnsideratins The Authrity s investigatins and cnsideratins were cnducted fr the purpse f ensuring that: the wnership, finances, management and peratins f The Star remain stable, financially viable and successful; The Star remains free frm criminal influence, explitatin and undesirable r unsatisfactry financial surces; and the ptential f The Star t cause harm t the public interest is cntained and apprpriately regulated. Accrdingly, the Authrity s investigatins extended beynd the Crwn and CPH Clse Assciates t relevant entities and individuals cnsidered by the Authrity t be business assciates f the Crwn and CPH Clse Assciates, including in relatin t verseas jurisdictins. In granting the Legislative Apprval the Authrity has cnsidered a wide range f material surced frm, inter alia: public submissins made in respect f the Crwn Applicatin; the Authrity s prbity investigatins f entities and individuals (including enquiries f verseas and lcal law enfrcement agencies and gaming regulatrs); legal, financial and apprpriate prcess advice. Crwn and CPH Sectin 142 Agreements Under the Crwn and CPH Sectin 142 Agreements, the Legislative Apprval and the Vting Pwer Cnsents d nt cnstitute apprval r cnsent fr matters nt part f the Crwn Applicatin. Accrdingly, further written apprval must be sught frm the Authrity in rder fr any relevant Crwn r CPH Clse Assciate r cnnected and assciated individuals r entities t becme a directr f Ech r The Star, hld ther key executive psitins in Ech r The Star, r be therwise assciated r cnnected with the day t day peratin f Ech r the business f The Star. In additin, written apprval f the Authrity is required fr any such entities r individuals t enter int any cntract with Ech r The Star where that cntract is significant t the verall peratin r management f The Star (fr example, jint venture arrangements in relatin t casin peratins).
Fr persnal use nly 3. The Authrity has exercised its statutry bligatins in relatin t the Applicatin separately frm the Minister and has granted the apprvals and cnsents independently f the Minister. As required under the Act, the Authrity has btained the apprval f the Minister in relatin t the negtiatin f, and entry int, the Crwn and CPH Sectin 142 Agreements. The Authrity has satisfied itself that the terms f the Crwn and CPH Sectin 142 Agreements are in accrdance with the Act and its bjects. Independent Prcess Audit The granting f the Legislative Apprval and the Vting Pwer Cnsents and the negtiatin f, and entry int, the Crwn and CPH Sectin 142 Agreements by the Authrity has ccurred under the versight f the Authrity s appinted independent prcess auditr, IAB Services led by senir cnsultant Jasn Masters. Under Mr Masters guidance and advice apprpriate prtcls have been in place t ensure that: the Authrity s statutry bligatins are discharged, that the Authrity has n cnflicts f interest as regards its cnsideratin f the Crwn Applicatin and t prtect the cnfidentiality f relevant parties under the Crwn Applicatin; the Authrity has nt been privy t r invlved in the separate and independent Unslicited Prpsals t the New Suth Wales Gvernment, namely Crwn s prpsal in relatin t Barangar and Ech s prpsal seeking t extend the exclusivity aspect f the agreement that limits New Suth Wales t a single casin licence until 2019 and that, accrdingly, cnfidential infrmatin and cnsideratins relating t thse Unslicited Prpsals has nt frmed part f the Authrity s cnsideratins in determining the Crwn Applicatin; the cnsideratin f the Crwn Applicatin by the Authrity in New Suth Wales, and a similar nging applicatin made by Crwn t the Queensland Office f Liqur and Gaming Regulatin seeking relevant Ministerial and Gvernr in Cuncil apprvals in respect f Ech s Queensland casins, have remained independent f each ther and have relied n their wn statutry and cntractual cnsideratins. Hwever, where apprpriate, the Authrity has liaised with the Queensland Office f Liqur and Gaming Regulatin in relatin t sme jint and verlapping investigatins undertaken. Chris Sidti Chairpersn 10 May 2013
Fr persnal use nly 4. Attachment This attachment sets ut the Vting Pwer Cnsents prvided under the relevant Crwn and CPH Sectin 142 Agreements. The fllwing terms have been extracted frm the relevant Crwn and CPH Sectin 142 Agreements. Capitalised terms nt defined belw have the meaning given t thse terms in the media release dated 10 May 2013. Assciate means a persn wh, in accrdance with the Crpratins Act, is an assciate f the primary persn fr the purpses f determining the primary persn's Vting Pwer in Ech; Cntrl has the same meaning given t it in sectin 50AA f the Crpratins Act and Cntrlled is t be interpreted accrdingly; Crpratins Act means the Crpratins Act 2001 (Cth); CPH Grup means: (a) (b) (c) (d) (e) each persn specified as a member f the CPH Grup in CPH s Ntice f initial substantial hlder given t Ech n r abut 7 March 2012 ther than Cnslidated Media Hldings Limited ACN 009 071 167 and its cntrlled entities set ut n page 3 f Annexure A t the Ntice f initial substantial hlder given t Ech n r abut 7 March 2012 by CPH; any crpratin (nw r in the future) which is a Related Bdy Crprate f the crpratins referred t in sub-paragraphs (a) f this definitin r which is Cntrlled by any ne r mre f James Duglas Packer, Cnslidated Press Hldings Limited ACN 008 394 508, Cairntn Hldings Limited ACN 008 394 134, Cnslidated Press Internatinal Hldings Limited r Cnslidated Custdians Internatinal Limited, Ms Gretel Lees Packer; Mrs Erica Packer; and any crpratin that is Cntrlled by the persn referred t in paragraph (c) f this definitin which is nt therwise a member f the CPH Grup, but excludes the Crwn Parties; CPH Grup Cnnected Persns means: (a) (b) (c) Ms Gretel Lees Packer; Mrs Erica Packer; and any crpratin that is Cntrlled by them but excluding fr the avidance f dubt any crpratin that is a Crwn Party r a member f the CPH Grup under subparagraphs (a) and (b) inclusive f the definitin f CPH Grup. CPH Grup Members means any persn which is a member f the CPH Grup;
Fr persnal use nly 5. Crwn Parties means: (a) (b) (c) the Crwn Applicants; each Subsidiary f Crwn specified in Crwn's Ntice f initial substantial hlder given t Ech n r abut 5 March 2012 updated fr changes up t the date f this Deed; and any cmpany (nw r in the future) which is a Subsidiary f the cmpanies listed in paragraphs (a) and (b) f this definitin r which is Cntrlled by any ne r mre f thse entities; Related Bdy Crprate has the meaning given t it in the Crpratins Act; Subsidiary has the meaning given t that term in the Crpratins Act; Vting Pwer means Vting Pwer as it is defined in Ech s cnstitutin. The drafting f the Vting Pwer Cnsents prceeded n the basis that: any cnsents t hld a higher level f Vting Pwer in Ech shuld be capped at a 23% (rather than 25%) level, subject t terms set ut in the Crwn and CPH Sectin 142 Agreements negtiated in respect f the Crwn Applicatin (Ownership Cap); the Ownership Cap will be raised if any relevant party s Vting Pwer increases abve 23% as a result f Ech cnducting any subdivisin, cnslidatin, share buy-back, redemptin f shares, capital return r reductin f capital and further issues f shares whether by way f a rights issue, bnus issue, r any ther event where the Authrity s apprval has been btained in relatin t that event (Capital Event); 36 mnths after the date f the Crwn and CPH Sectin 142 Agreements (Sunset Date), the Ownership Cap will be set at a number which is equal t: the aggregate f the Vting Pwer in Ech held by each f Crwn, CPH and their relevant Assciates as at the Sunset Date; r if the Ownership Cap increases as a result f a Capital Event, that increased amunt; and due t wnership and cntrl relatinships as between Crwn, CPH and related bdies crprate, the class f persns being prvided cnsents and apprvals will extend beynd Crwn, Crwn Entertainment Grup Hldings Pty Limited and Pennwin Pty Limited t include individuals and entities assciated with bth Crwn and CPH and certain family members f such individuals. In giving the Vting Pwer Cnsents under the Crwn and CPH Sectin 142 Agreements, the Authrity cnsents t: the Vting Pwer in Ech f each f the Crwn Parties exceeding 10%; the Vting Pwer in Ech f each f the CPH Grup Members exceeding 10% prvided that either: ne r mre f the CPH Grup Members remains an Assciate f Crwn; r
Fr persnal use nly 6. ne r mre CPH Grup Members are deemed, by virtue f sectin 608(3) f the Crpratins Act, t have the same relevant interest in Ech shares as held by Crwn frm time t time. each f the Crwn Parties becming entitled t mre than 5% f the shares in the capital f Star City Hldings, prvided that: the entitlement f the Crwn Parties des nt exceed the percentage wnership that Ech hlds in Star City Hldings; and nne f the Crwn Parties r CPH Grup Members directly r indirectly hld shares in Star City Hldings. each f the CPH Grup Members becming entitled t mre than 5% f the shares in the capital f Star City Hldings, prvided that: the entitlement f the CPH Grup Members des nt exceed the percentage wnership that Ech hlds in Star City Hldings; nne f the Crwn Parties r CPH Grup Members directly r indirectly hld shares in Star City Hldings; and ne r mre CPH Grup Members remains an Assciate f Crwn r ne r mre CPH Grup Members are deemed, by virtue f sectin 608(3) f the Crpratins Act, t have the same relevant interest in Ech shares as held by Crwn frm time t time. Further prir written cnsent f the Authrity is required fr the Vting Pwer in Ech held by any ne r mre f the Crwn Parties r the CPH Grup Members t be in excess f the Ownership Cap. The Crwn and CPH Sectin 142 Agreements state that the Vting Pwer Cnsents d nt entitle any f the Crwn Parties r any CPH Grup Member t: wn directly r indirectly a greater percentage f shares in Star City Hldings than the percentage f shares wned by Ech in Star City Hldings frm time t time; r directly r indirectly hld shares in Star City Hldings. Under the Crwn and CPH Sectin 142 Agreements, the Vting Pwer Cnsents are subject t a term that the Vting Pwer in Ech held by ne r mre f the Crwn Parties r CPH Grup Members, determined in accrdance with the rules set ut belw, des nt exceed the Ownership Cap. T determine whether the Vting Pwer in Ech f a Crwn Party has exceeded the Ownership Cap, under the Crwn and CPH Sectin 142 Agreements the fllwing rules apply: where ne r mre CPH Grup Members remain an Assciate f Crwn r ne r mre CPH Grup Members are deemed, by virtue f sectin 608(3) f the Crpratins Act, t have the same relevant interest in Ech shares as held by Crwn frm time t time, the Vting Pwer in Ech held by any ne r mre f the Crwn Parties will be aggregated with the Vting Pwer held by the CPH Grup Members and CPH Grup Cnnected Persns;
Fr persnal use nly 7. where ne r mre CPH Grup Members hld a relevant interest in greater than 10% f Crwn Shares but less than 20% f Crwn Shares, the Vting Pwer in Ech held by any ne r mre f the Crwn Parties will be aggregated with the Vting Pwer held by CPH Grup Members and the CPH Grup Cnnected Persns; fr the purpses f calculating the Vting Pwer in Ech f the CPH Grup Members, the vtes attached t vting shares in Ech that are included in the calculatin f the Vting Pwer in Ech f the Crwn Parties r CPH Grup Cnnected Persns will be disregarded; and fr the purpses f calculating the Vting Pwer in Ech f the CPH Grup Cnnected Persns, the vtes attached t vting shares in Ech that are included in the calculatin f the Vting Pwer in Ech f the Crwn Parties r the CPH Grup Members will be disregarded.