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SALE OF SKYCITY DARWIN BUSINESS

M&A7 November 2018SKCConsumer Discretionary

8 November 2018

Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

WELLINGTON


Copy to:


ASX Market Announcements

Australian Stock Exchange

Exchange Centre

Level 6

20 Bridge Street

Sydney NSW 2000

AUSTRALIA



Dear Sir/Madam



RE: SKYCITY ENTERTAINMENT GROUP LIMITED (SKC)

SALE OF SKYCITY DARWIN BUSINESS


Please find attached an announcement concerning the sale of the company’s

SKYCITY Darwin business in Australia.



Yours faithfully



Jo Wong

Company Secretary


MARKET/MEDIA RELEASE

8 November 2018





SKYCITY announces sale of Darwin business


SKYCITY Entertainment Group Limited today announced it has agreed to sell its

Darwin business to Delaware North for a price slightly in excess of its book value.


Following the successful conclusion of a competitive tender process, the key terms

of the sale are as follows:


• Sale price of A$188 million for 100 per cent of the shares in SKYCITY

Darwin Pty Limited (SKYCITY Darwin) on a cash-free and debt-free basis;

and

• Little Mindil property (book value A$11 million), located adjacent to

SKYCITY Darwin, to be retained by SKYCITY and sold separately.

Commenting on the transaction, SKYCITY Chief Executive Officer Graeme

Stephens says he’s pleased with the outcome of the process, especially

achieving a price that exceeds SKYCITY Darwin’s carrying value by around A$8

million, after excluding the waterfront land at Little Mindil.*


SKYCITY has also retained the ongoing right to access the VIP/premium gaming

facilities at the Darwin casino for its International Business customers for at least

two years after completion of the sale process.**


SKYCITY and Delaware North plan to enter into a joint venture to establish an

online casino business from the Northern Territory, should there be a future

change in legislation in Australia permitting online gaming activities within the

next decade.


“We see both International Business and the online space as future growth areas

for us, so we see value in this outcome,’’ Mr Stephens says.


“The sale is consistent with our “capital lighter” strategy to sell non-core assets

and to allocate capital to assets and businesses which we feel are aligned with our

long-term strategic objectives. As always, our top priority is to deliver attractive

and sustainable returns for shareholders.


“It also allows us to concentrate our Australian activities in Adelaide, which is

undergoing a A$330m expansion, due for completion in late 2020.’’


Mr Stephens says he’s pleased Delaware North was the successful bidder, since

the US-based company is highly regarded as an experienced, quality operator.

“Delaware North is the ideal buyer of Darwin and is well placed to take the property
to the next level. It’s great to be able to pass the baton on an asset SKYCITY has

grown and nurtured for 14 years to a company of Delaware North’s standing.’’


SKYCITY purchased the Darwin-based casino in 2004 from MGM Grand, adding a

new hotel and pool, new bars and restaurants and VIP facilities over the years.

The value of the business was impaired by A$95m in FY17 due to changes in

gaming regulations but the property experienced positive earnings growth in FY18

on a like-for-like basis.


SKYCITY will continue to own and manage the Darwin casino on a business-as-

usual approach while Delaware North obtains the required approvals from the

Northern Territory Government.


The agreement with Delaware North is also conditional upon:


• Delaware North obtaining financing approval (which is well progressed) for

the acquisition within 60 days;

• No material adverse change in SKYCITY Darwin’s business occurring prior

to completion; and

• The Little Mindil property being transferred from SKYCITY Darwin prior to

completion.

Pending settlement of the transaction, SKYCITY Darwin will be treated as an

“asset held for sale” and will continue to be included in the Group’s consolidated

financial statements.


SKYCITY has not yet determined what it will do with the sale proceeds following

completion, but there are a number of strategic initiatives being pursued that

the company expects would generate returns above its cost of capital.


Following the recent refresh of its group strategy, SKYCITY is reviewing its future

capital structure requirements and remains committed to efficient capital

allocation across its businesses going forward.


ENDS


For more information please contact:


INVESTORS/ANALYSTS


Ben Kay

General Manager, Corporate

Development and Investor Relations

SKYCITY Entertainment Group

Phone: + 64 9 363 6067

Email: ben.kay@skycity.co.nz


MEDIA


Colin Espiner

General Manager, Communications

SKYCITY Entertainment Group

Mobile: +64 27 504 6294

E-mail: colin.espiner@skycity.co.nz




Notes:

*The transaction is expected to result in a debit balance of approximately NZ$20

million relating to SKYCITY Darwin being transferred from SKYCITY’s Foreign

Currency Translation Reserve (FCTR) to the income statement at completion.

Net position offsetting book profit against transaction costs and FCTR is ($16m).


**Access to VIP suites is subject to availability and SKYCITY will reimburse

Delaware North for all associated costs.



About Delaware North:


Delaware North is one of the largest privately held hospitality companies in the

world. Founded in 1915, Delaware North has global operations at high-profile

sports and entertainment venues, national and state parks, destination resorts

and restaurants and airports. With approximately US$3.1B / AU$4.2B in annual

revenue, the company’s 55,000 employee associates are dedicated to creating

special experiences one guest at a time in serving more than a half-billion guests

annually. Learn more about Delaware North at www.DelawareNorth.com.

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