QUBE

SUBORDINATED NOTES

Prospectus for the issue of Qube Subordinated Notes to be listed on ASX

Issuer

Qube Holdings Limited

ABN 14 149 723 053

Joint Structuring Advisers

National Australia Bank UBS

Joint Lead Managers

ANZ Securities National Australia Bank UBS

Co-Managers

Crestone Wealth Management

JBWere Morgans

IMPORTANT NOTICES

This Prospectus

This Prospectus is issued by Qube Holdings Limited (ABN 14 149 723 053) ("Qube").

This Prospectus is dated and was lodged with the Australian Securities and Investments Commission ("ASIC") on 30 August 2016. Qube intends to issue subordinated notes on the terms set out in this Prospectus ("Notes"). This Prospectus expires on the date which is 13 months after 30 August 2016 ("Expiry Date") and no Notes will be issued on the basis of this Prospectus after the Expiry Date.

Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This Prospectus is only available to investors and Eligible Shareholders within Australia in electronic form at www.qubenotes.com.au. The Offer constituted by this Prospectus in electronic form is available only to persons accessing and downloading or printing the electronic copy of the Prospectus within Australia and is not available to persons in

any other jurisdictions (including the United States) without the prior approval of Qube and the Joint Lead Managers.

Persons in Australia having received a copy of this Prospectus in its electronic form may, during the Offer Period, obtain a paper copy of this Prospectus (free of charge) by telephoning the Qube Notes Offer Information Line on 1300 850 505 or +61 3 9415 4000 (Monday to Friday-8:30am to 5:00pm (Sydney time)).

Applications for Notes may only be made on an Application Form that is attached to or

accompanying this Prospectus following the opening of the Offer. A printable version of this Prospectus may be downloaded in its entirety from www. qubenotes.com.au. If you access an electronic copy of this Prospectus, then you should read "Electronic access to this Prospectus" in Section 6.1 for further information.

Offer

The Offer contained in this Prospectus is an initial public offering of $200 million of Notes at $100 per Note with the ability to raise more or less. Refer to Section 1 for further information.

Refunds

If you are not allocated any Notes, or you are allocated fewer Notes than the number of Notes that you applied for, all or some of your application payment (as applicable) will be returned to you (without interest) as soon as possible after the Issue Date. If the Offer does not proceed for any reason, any application payment you have made will be refunded to you (without interest) as soon as possible. No interest will be payable on refunded application payments. Refunds will be made via direct credit (if Qube holds payment instructions on file) or by cheque.

Providing personal information

You will be asked to provide personal information to Qube (directly or via its agents) if you apply for Notes.

See section 9.4 and Qube's privacy policy which is available at www.qube.com.au/legal/privacy for information on how Qube (and its agents) collects, holds and uses this personal information.

Restrictions on distribution

This Prospectus does not constitute an offer of Notes or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Refer to Section 6.3.2 for further information.

Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (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. Notes are being offered and sold outside the United States only in reliance on Regulation S of the

  1. Securities Act ("Regulation S").

    Exposure Period

    In accordance with the Corporations Act, this Prospectus is subject to an exposure period of seven days from the date of lodgement of this Prospectus with ASIC during which the Corporations Act prohibits the processing of applications for Notes ("Exposure Period"). This period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to

    the raising of funds. The examination may result in the identification of certain deficiencies in this

    Prospectus in which case any application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will

    be conferred on applications received during the Exposure Period.

    Financial information and forward looking statements

    Section 4 sets out in detail the financial information referred to in this Prospectus. The basis of preparation of that information is also set out in Section 4.

    All financial amounts contained in this Prospectus are expressed in Australian dollars and are rounded to the nearest million unless otherwise stated.

    Any discrepancies between totals and the sum of components in tables contained in this Prospectus are due to rounding.

    This Prospectus contains forward looking statements which are identified by words such as "may", "could", "believes", "estimates", "expects", "intends" and other similar words that involve risks and uncertainties.

    Any forward looking statements are subject to various risk factors that could cause Qube's actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with the other information in this Prospectus, in particular the risk factors as set out in Section 5.

    Defined terms

    Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary in Appendix C of this Prospectus and in Clause 17.2 of the Terms

    in Appendix A. If there is any inconsistency in definitions between the Prospectus and the Terms, the definitions in the Terms prevail.

    Time

    Unless otherwise stated or implied, references to times in this Prospectus are to Sydney time.

    Disclaimer

    No person is authorised to give any information or to make any representation in connection with

    the Offer described in this Prospectus which is not contained in this Prospectus. You should rely only on information in this Prospectus.

    Except as required by law, and only to the extent so required, neither Qube nor any other person warrants or guarantees the future performance of Qube, or any return on any investment made pursuant to this Prospectus.

    About the Trustee

    The Trustee, being Australian Executor Trustees Limited:

    • has not made any statement or purported to make any statement in this Prospectus or any statement on which a statement in this

      Prospectus is based, other than as specified below;

    • to the maximum extent permitted by law expressly disclaim all liability in respect of, make no representation or any statement regarding, and take no responsibility for, any part of this Prospectus, or any statements in, or omissions from this Prospectus, other than the references to its name and the statement(s) and/or report(s) (if any) specified below and included in the Prospectus with its written consent;

    • has given and has not, before the lodgement of the Prospectus with ASIC, withdrawn its written consent:

      • to be named in the Prospectus in the form and context in which it is named; and

      • to the inclusion in the Prospectus of the statement(s) and/or report(s) (if any) by that person in the form and context in which they appear in the Prospectus;

    • does not, nor does any related person, make any representation as to the truth and accuracy of the contents of the Prospectus;

    • has relied on Qube for the accuracy of the contents of this Prospectus, and

    • does not, nor does any related person, make any representation or warranty as to the performance of Notes or the payment of Interest or the redemption of Notes.

    The interest payments on Notes are obligations of Qube and are not guaranteed by the Trustee or

    any of its directors, employees, officers, affiliates, agents, advisers, intermediaries, related body corporate or any other entity.

    The obligation to redeem Notes in accordance with their terms is a direct obligation of Qube. Neither the Trustee nor any of its directors, employees, officers, affiliates, agents, advisers, intermediaries, related body corporate or any other entity guarantees the redemption of or prepayment of any principal under Notes.

    The Trustee is not responsible for monitoring Qube's compliance with the Trust Deed nor Qube's business.

    HOW TO APPLY FOR QUBE SUBORDINATED NOTES

    1. Read this Prospectus in full

    2. Speak to your professional adviser

    3. Consider ASIC guidance for retail investors

    Notes. You can find this guidance by searching 'hybrid securities' at www.moneysmart.gov.au.

    4. Complete and submit your Application Form and application monies (as necessary)

    accompanying this Prospectus. Your application monies (and paper Application Form, if paying by cheque or money order) must be received by the Closing Date for the Shareholder Offer and General Offer, expected to be 5:00pm (Sydney time) on 28 September 2016.

    • This Prospectus is important and should be read in its entirety.

    • You should have particular regard to the:

      • "Important notices" at the front of this Prospectus;

      • "Investment overview" in Section 1 and "About Qube Subordinated Notes" in Section 2;

      • "Investment risks" in Section 5; and

      • Terms of Issue in Appendix A.

    • In considering whether to apply for Notes, it is important that you consider all risks and other information regarding an investment in Notes in light of your particular investment objectives and circumstances.

    • If you are unsure whether to apply for Notes, you should seek professional guidance from an independent and appropriately licenced professional adviser before deciding whether to invest.

    • ASIC has published guidance on its MoneySmart website which may be relevant to your consideration of whether to invest in

    • The guidance includes a series of questions you should ask before you invest in hybrid securities, as well as a short quiz to check your understanding of how hybrids work, their features and risks.

    • The application process varies depending on whether you participate in the Institutional Offer, Broker Firm Offer, Shareholder Offer or General Offer.

    • If you have decided to apply for Notes under the Shareholder Offer or General Offer, you need to apply using the Application Form (either electronic or paper) attached to or

    • If you are applying under the Broker Firm Offer, you should contact your Syndicate Broker. Your application must be received by the Closing Date for the Broker Firm Offer, expected to be 10:00am (Sydney time) on 4 October 2016.

    • The Offer may close early so you are encouraged to consider submitting your application as soon as possible after the Opening Date.

    • See Section 6.2 for more details on how to apply for Notes.

    Website

    Qube maintains a website at www.qube.com.au. Information contained in, or otherwise accessible through, this or a related website is not a part of this Prospectus.

    Further queries

    If you are considering applying for Notes under the Offer, this Prospectus is important and should be read in its entirety.

    If you have any questions in relation to the Offer, please call the Qube Notes Offer Information Line on 1300 850 505 or +61 3 9415 4000 (Monday to Friday-8:30am to 5:00pm (Sydney time)).

    ASIC has published guidance for retail investors who are considering investing in hybrid securities (such as Notes). You can find this guidance by searching 'hybrid securities' at www.moneysmart.gov.au. Retail investors can also call ASIC on 1300 300 630 for further information. ASIC's information on hybrid securities describes, in general terms, potential features of hybrid securities. Investors should carefully assess the specific terms of Notes as described in this Prospectus, which may differ from the general terms described on the ASIC website.

    The information provided in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs as an investor. You

    should carefully read the whole of this Prospectus and consider all of the risk factors that could affect the performance of Notes or Qube in light of your personal circumstances (including financial and taxation issues). Some of the risk factors that you should consider are set out in Section 5. If you do not understand any part of this Prospectus, or are in any doubt as to whether to invest in Notes, it is recommended that you seek professional guidance from an independent and appropriately licensed

    or authorised professional adviser before deciding whether to invest.

    Qube Holdings Limited Prospectus 01

    CONTENTS

    Key dates 03

    Chairman's letter 04

  2. Investment overview 05

  3. About Qube Subordinated Notes 17

  4. About Qube 26

  5. Financial information 35

  6. Investment risks 46

  7. About the Offer 54

  8. Australian taxation summary 65

  9. Key people, interests and benefits 74

  10. Additional information 79

  11. Appendix A Terms of Issue 87

    Appendix B Pro Forma Historical Income Statement 102

    Appendix C Glossary 105

    Appendix D Investigating Accountants Report 109

    Corporate Directory 117

    02

Qube Holdings Limited published this content on 30 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 August 2016 00:03:06 UTC.

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