ASX / MEDIA RELEASE FOR IMMEDIATE RELEASE 6 March 2017 BUY-BACK OF SUBORDINATED NOTES MELBOURNE: Crown Resorts Limited (ASX: CWN) ("Crown Resorts") announced today that it intends to commence buying back any and all of the outstanding Subordinated Notes listed on ASX under the code "CWNHA" ("Notes").

The full principal amount of Notes outstanding is approximately $530 million. The ultimate buy-back size will depend on market conditions and available liquidity.

To facilitate the proposed buy-back, the Terms of Issue of the Notes have been amended, as detailed in the attachment to this announcement.

The buy-back will initially be executed via transactions entered into in the ordinary course of trading on ASX, however Crown may also execute transactions via other methods including off-market. The price of any Notes bought-back will be determined by Crown in its absolute discretion. Buy-back prices may vary from time to time without notice, subject to market conditions and available liquidity.

Any Noteholders who wish to sell their Notes are encouraged to do so on-market and consult their broker if applicable.

Crown will provide regular updates to the ASX of the number of Notes that have been bought-back.

The largest shareholder in Crown, Consolidated Press Holdings Group ("CPH"), has been a holder of Notes since they were issued in 2012. CPH has advised Crown that it may seek to sell some or all of its Notes.

Crown reserves the right to vary, suspend or terminate the buy-back at any time.

ENDS COPIES OF RELEASES

ASX announcements issued by Crown Resorts are available at Crown Resorts' website at www.crownresorts.com.au

SUMMARY OF AMENDMENTS TO NOTES TERMS

Set out below is a summary of the modifications which have been made to the Terms of Issue of the Notes ("Terms"). Terms used but not defined below, have the meaning given to those terms in the Terms.

A copy of the Supplemental Trust Deed modifying the Crown Subordinated Notes Trust Deed dated 13 August 2012 in relation to the Notes is also attached.

Modifications

With effect from and including 3 March 2017:

  • the Trust Deed and the Terms have been modified by replacing all references to "Crown Limited" with "Crown Resorts Limited"; and

  • the Terms have been modified by deleting the words, "at any time after 14 September 2017" in clause 4.4.

Clause 4.4 of the Terms therefore now reads as follows:

Crown or any Subsidiary of Crown may, subject to applicable laws, the Listing Rules and any rules of any other securities exchange on which any of the Notes are quoted from time to time, purchase or procure others to purchase beneficially for its account, Notes in any manner and at any price. Such acquired Notes may be surrendered for cancellation or held or resold.

Supplemental Trust Deed

Execution version

Modifying the Crown Subordinated Notes Trust Deed dated 13 August 2012

Crown Resorts Limited

ABN 39 125 709 953

and

Australian Executor Trustees Limited

ABN 84 007 869 794

3 MARCH 2017

CONTENTS CLAUSE PAGE

  1. INTERPRETATION 3

  2. Definitions 3

  3. Terms defined in the Trust Deed 3

  4. Rules for interpreting this document 3

  5. Trustee's limitation of liability 3

  6. MODIFICATIONS 3

  7. Modifications to the Trust Deed. 3

  8. Effect of modifications 4

  9. GENERAL 4

  10. Governing law 4

  11. Variation of rights 4

  12. Operation of this document 4

  13. Amendment 4

  14. Counterparts 4

  15. Schedule

    1 Terms 5

Crown Resorts Limited published this content on 06 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 March 2017 22:28:07 UTC.

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