MARKET UPDATE AND LODGEMENT OF RETAIL BOND OFFER

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Joint Lead Managers
Offer of unsecured, unsubordinated,
fixed rate 6 year bonds
Issued by SkyCity
Entertainment Group Limited
30 April 2021
PRODUCT DISCLOSURE
STATEMENT
This document gives you important information about this investment to help you decide whether you want to invest.
There is other useful information about this offer on www.business.govt.nz/disclose, offer number (OFR13093).
SkyCity Entertainment Group Limited has prepared this document in accordance with the Financial Markets Conduct
Act 2013. You can also seek advice from a financial advice provider to help you to make an investment decision.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
2

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Key Information Summary
1
1.1 What is this?
This is an offer (Offer) of unsecured,
unsubordinated, fixed rate 6 year bonds
(Bonds). The Bonds are debt securities
issued by SkyCity Entertainment Group
Limited (SkyCity). You give SkyCity
money and, in return SkyCity promises
to pay you interest and repay the
money at the end of the term.
If SkyCity runs into financial trouble,
you might lose some or all of the
money you invested.
1.2 About the SkyCity Group
SkyCity and its subsidiaries
(SkyCity Group) operate integrated
entertainment complexes in
New Zealand and Australia – each
featuring casino gaming facilities
and premium restaurants and bars,
which appeal to both domestic
and international visitors alike. The
SkyCity Group also offers luxury hotel
accommodation in Auckland and
Adelaide and provides New Zealanders
with an offshore online casino platform,
SkyCity Online Casino.
SkyCity is listed on the NZX Main Board
and the ASX and, as at the close of
the Business Day before the date of
this Product Disclosure Statement
(PDS), had a market capitalisation of
approximately $2.7 billion.
1.3 Purpose of this Offer
This Offer forms part of the SkyCity
Group’s ongoing capital management
strategy, enhancing diversity of sources
of funding and lengthening the debt
maturity profile. The net proceeds of
this Offer will be used to reduce the
drawings on SkyCity’s bank facilities.
See section 4 of this PDS (Purpose of
the Offer) for more information.
1.4 Key Terms of the Offer
IssuerSkyCity Entertainment Group Limited.
Description
of the Bonds
Unsecured, unsubordinated, fixed rate bonds.
Term and
Maturity Date
6 years, maturing on 21 May 2027.
Offer AmountUp to $125 million (with the ability to accept oversubscriptions of up to an additional $50 million at SkyCity's
discretion). The Offer is not underwritten.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest Rate and the
indicative Issue Margin will be determined by SkyCity in conjunction with the Joint Lead Managers and
announced via NZX and ASX on the Opening Date (10 May 2021).
The Interest Rate will be determined by SkyCity in conjunction with the Arranger on the Rate Set Date
(14 May 2021) and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Issue Margin will be determined by SkyCity in conjunction with the Joint Lead Managers following a
bookbuild and announced via NZX and ASX on the Rate Set Date. A bookbuild is a process whereby a margin is
determined by reference to bids from market participants for an allocation of Bonds at different margins.
The Interest Rate will be announced via NZX and ASX on the Rate Set Date.
Interest Payment
Dates
Interest will be paid quarterly in arrear in equal amounts on 21 February, 21 May, 21 August and 21 November
in each year (or if that day is not a Business Day, the next Business Day without adjustment, interest or further
payment as a result thereof) until and including the Maturity Date.
The First Interest Payment Date is 21 August 2021 (with payment on 23 August 2021, being the first Business Day
following the First Interest Payment Date).
Early
Redemption
SkyCity may elect to redeem all, but not some only, of the Bonds for cash on any Interest Payment Date
on or after the third anniversary of the Issue Date by giving not less than 20 Business Days' notice to the
Supervisor and each Bondholder.
In the event of early redemption, SkyCity will pay to Bondholders the greater of:
• the Principal Amount of the Bonds; and
• the average market price of the Bonds calculated in accordance with the Series Supplement (adjusted to
exclude the value attributable to the next scheduled but unpaid interest payment),
in each case, plus all accrued interest as at the early redemption date and any other amount due and
payable in respect of the Bonds (less withholding tax and any other required deductions) – as calculated in
the manner described in section 3.1 of this PDS (Terms of the Offer).
See section 5.5 of this PDS (Early Redemption) for more information.
Distribution
Restriction
The payment of distributions by SkyCity and the other Guarantors to shareholders (other than to a Guarantor) is
restricted if any Event of Default has occurred and is continuing (or would occur as a result of that distribution).
See section 5.7 of this PDS (Distribution Restriction) for more information.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
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Further
Payments,
Fees or
Charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS (Tax) for more information.
You are not required to pay brokerage or any other fees or charges to SkyCity to purchase the Bonds.
However, you may have to pay brokerage to the firm from whom you receive an allocation of Bonds.
Please contact your broker for further information on any brokerage fees.
Selling
Restrictions
The Offer is subject to certain selling restrictions and you will be required to indemnify certain people if you
breach these.
See section 3.1 of this PDS (Terms of the Offer) for more information.
Opening DateMonday, 10 May 2021
Closing DateFriday, 14 May 2021 at 12.00pm (NZ time)
Issue DateFriday, 21 May 2021
Minimum
Application
Amount
$5,000 and multiples of $1,000 thereafter
1.5 Who is Responsible for
Repaying You?
SkyCity is responsible for paying
interest on the Bonds and for the
repayment of the Bonds.
The obligations of SkyCity to make
payments with respect to the Bonds
are guaranteed by the Guarantors
under the Guarantee. As at the date
of this PDS, those members of the
SkyCity Group named in the definition
of “Guarantors” in the Glossary are the
Guarantors and no other members
of the SkyCity Group are Guarantors.
Other members of the SkyCity Group
may become Guarantors from time
to time. A Guarantor (including any
other member of the SkyCity Group
that becomes a Guarantor after the
date of this PDS) may be released in
certain circumstances, including if it
has ceased to be a guarantor under
SkyCity’s Principal Lending Facilities,
is not otherwise required to be a
Guarantor and no Event of Default has
occurred or is continuing.
See section 5.3 of this PDS
(Guarantees) for more information.
1.6 How You Can Get Your
Money Out Early
You have no right to require SkyCity
to repay your Bonds prior to the
Maturity Date. SkyCity may however
be required to repay the Bonds early
if there is an Event of Default (see
section 5 of this PDS (Key features of
the Bonds) for more information).
SkyCity has the right to redeem all
of the Bonds for cash on any Interest
Payment Date on or after the third
anniversary of the Issue Date by giving
Bondholders and the Supervisor not
less than 20 Business Days’ notice in
writing. If Bonds are redeemed early
in this manner, they will be redeemed
for the greater of their Principal
Amount or their average market price
as calculated in accordance with
the Series Supplement (adjusted
to exclude the value attributable
to the next scheduled but unpaid
interest payment), in each case plus
all accrued interest as at the early
redemption date and any other
amount due and payable in respect
of the Bonds (less withholding tax
and any other required withholdings
or deductions) – as calculated in the
manner described in section 3.1 of this
PDS (Terms of the Offer).
See section 5 of this PDS (Key features
of the Bonds) for more information.
SkyCity intends to quote these Bonds
on the NZX Debt Market. This means
you may be able to sell them on the
NZX Debt Market before the end
of their term if there are interested
buyers. If you sell your Bonds, the price
you get will vary depending on factors
such as the financial condition of the
SkyCity Group and movements in the
market interest rates. You may receive
less than the full amount that you
paid for them.
1.7 How the Bonds Rank for
Repayment
The Bonds are unsecured,
unsubordinated, fixed rate debt
obligations of SkyCity. This means
that, on a liquidation of SkyCity, your
rights and claims as a Bondholder:
• will rank after all secured creditors
(if any) and creditors preferred by
law (e.g. Inland Revenue in respect
of certain unpaid tax);
• will rank equally with other
Bondholders and equally among
the rights and claims of holders
of equal ranking obligations
(including the lenders of SkyCity’s
bank debt and the holders of
the USPP Notes and all other
unsecured obligations, including
trade creditors); and
• will rank ahead of holders of
subordinated debt (if any) and
ahead of holders of Shares.
Further important information on the
ranking of the Bonds on a liquidation
of SkyCity can be found in section 5 of
this PDS (Key features of the Bonds).
1.8 No Security
The Bonds are not secured against
any asset of the SkyCity Group.
1.9 Key Risks Affecting
this Investment
Investments in debt securities have
risks. A key risk is that SkyCity does not
meet its commitments to repay you or
pay you interest (credit risk). Section
6 of the PDS (Risks of investing)
discusses the main factors that give
rise to the risk. You should consider if
the credit risk of these debt securities
is suitable for you.
The interest rate for these Bonds
should also reflect the degree
of credit risk. In general, higher
returns are demanded by investors
from businesses with higher risk of
defaulting on their commitments. You
need to decide whether the Offer is
fair. SkyCity considers that the most
significant risk factors are:
• COVID-19 Pandemic and Business
Continuity Risk: The COVID-19
pandemic, related actions taken
in response by the New Zealand,
Australian and other governments
(including national and regional
lockdowns, border closures and
travel restrictions) and the effects
of the pandemic on global and
domestic economies have had,
and are likely to continue to have, a
material adverse effect on SkyCity’s
operations, liquidity and financial
performance. Risks arising from
the outbreak of infectious disease,
including the ongoing COVID-19
pandemic, are particularly relevant
to SkyCity as a gaming, hospitality
and entertainment provider.
Closure of its facilities during
government-imposed lockdowns,
social distancing measures,
restrictions on public gatherings
and decreased levels of domestic
and international visitors have
together had a significant impact
on SkyCity’s financial performance.
The wider ongoing health and

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safety risks and potential economic
impacts of COVID-19 could have
further material adverse effects
on SkyCity’s activity levels and
resulting revenues for an unknown
duration.
• Highly Regulated Industry Risk:
SkyCity operates in industries which
are highly regulated in each of the
jurisdictions in which it has business
operations. In particular, the casino
industry is highly regulated and
SkyCity requires the approval of
the relevant gaming regulators
(usually in the form of licences)
in order to conduct its business.
Consequently, SkyCity’s operations,
its financial performance and future
prospects are highly dependent
upon the regulatory framework in
which it operates and maintenance
of its licences. The regulatory
framework (consisting of
legislation, regulation and
government policy, including
taxation) is subject to change
from time to time in both material
and immaterial respects, which
may impact the environment in
which SkyCity operates and the
cost of operating its business.
Any unfavourable changes to this
regulatory framework could have
a significant negative impact on
SkyCity’s operations and financial
performance.
• Earnings Concentration in
Auckland Risk: SkyCity’s
Auckland property contributed
approximately 80% of SkyCity
Group normalised EBITDA
(before corporate costs) for the
year ended 30 June 2020.
A significant disruption to SkyCity’s
Auckland property could have a
significant negative impact on
SkyCity’s operations and financial
performance, including through a
permanent loss of customers.
• Completion of NZICC Project
Risk: There are significant
risks associated with SkyCity’s
construction of the New Zealand
International Convention Centre
(NZICC) and Horizon Hotel in
Auckland (NZICC Project):
– SkyCity is required to complete
the development of the NZICC by
2 January 2025 (Completion Long
Stop Date) under the Project
and Licensing Agreement for
the NZICC (NZICC Agreement).
If SkyCity does not complete the
development of the NZICC by the
Completion Long Stop Date, then
the New Zealand Government
can seek to terminate the NZICC
Agreement. In this situation,
SkyCity could lose the benefits of
the regulatory and operational
concessions at its Auckland
property provided for under the
NZICC Agreement, including the
extension of the Auckland casino
licence to 2048.
– SkyCity also faces ongoing
uncertainty regarding the total
cost of the NZICC Project, which
could have a significant negative
impact on SkyCity’s financial
position.
– SkyCity also has obligations
under the concession agreement
with (now) MPF Parking Limited
(Macquarie) pursuant to which
SkyCity Auckland Limited
granted a long term concession
over the SkyCity Auckland car
parks to Macquarie. SkyCity is
required to make payments to
Macquarie for car parks that
are not available under the
concession agreement (including
those impacted by the NZICC
Project works and remediation
activities). Macquarie may
also have other contractual
rights under that agreement
which could negatively impact
SkyCity’s financial position and
financial performance in the
event that the NZICC car parks
are not made available within
the timeframe required by the
Concession Agreement and
which results in Macquarie
validly exercising those
contractual rights (if available).
This summary does not cover all of
the risks of investing in the Bonds. You
should also read section 5 of this PDS
(Key features of the Bonds) and section
6 of this PDS (Risks of investing).
1.10 What is SkyCity’s
Credit Rating?
A credit rating is an independent
opinion of the capability and
willingness of an entity to repay
its debts (in other words, its
creditworthiness). It is not a guarantee
that the financial product being
offered is a safe investment. A credit
rating should be considered alongside
all other relevant information when
making an investment decision.
SkyCity has been rated by S&P Global
Ratings (Standard & Poor’s). Standard
& Poor’s gives ratings from ‘AAA’
through to ‘C’.
As at the date of this PDS, SkyCity has
been given a corporate credit rating
by Standard & Poor’s of BBB- (with a
stable outlook).
The Bonds are to be rated. As at
the date of this PDS, SkyCity has
not received a credit rating for the
Bonds. However, SkyCity expects
that Standard & Poor’s will assign the
Bonds a credit rating prior to the Issue
Date. SkyCity expects that the initial
credit rating assigned by Standard &
Poor’s to the Bonds would be the same
as SkyCity’s corporate credit rating.
1.11 Where You Can Find Other
Market Information About
SkyCity
The Offer is being made under a
short-form disclosure process that
SkyCity is permitted to use because
the Bonds rank in priority to existing
quoted financial products of SkyCity.
The existing quoted financial products
are ordinary shares in SkyCity, which
are traded on the NZX Main Board
and the ASX.
SkyCity is subject to a disclosure
obligation that requires it to notify
certain material information to
the NZX for the purpose of that
information being made available to
participants in the market. SkyCity’s
NZX issuer page, which includes
information made available under the
relevant disclosure obligation referred
to above, can be found at
www.nzx.com/companies/SKC.
SkyCity’s Credit Rating BBB- (stable outlook)
Range of credit ratings for
Standard & Poor's
1
AAAAAABBBBBBCCCCC to C
Summary description of
the rating (capacity to meet
financial obligations)
Extremely
strong
Very
strong
StrongAdequateLess
vulnerable
More
vulnerable
Currently
vulnerable
Currently
highly
vulnerable
Standard & Poor's statistics
on the rate of default for
entities with that rating over
a period of at least 5 years
1 in 6001 in 3001 in 1501 in 301 in 101 in 51 in 2
Note: 1. The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major
rating categories. SkyCity’s BBB rating has been modified by a minus (-)

1 Key Information Summary 3
Chair's Letter 7
2 Key Dates and Offer Process 8
3 Terms of the Offer 9
4 Purpose of the Offer 13
5 Key Features of the Bonds 13
6 Risks of Investing 19
7 Tax 25
8 Selling Restrictions 26
9 Who is Involved? 27
10 How to Complain 28
11 Where You Can Find More Information 29
12 How to Apply 30
13 Contact Information 31
14 Glossary 32
Contents

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Dear Investor,
On behalf of the Board of Directors, SkyCity is
pleased to offer you this opportunity to invest in
SkyCity Bonds.
SkyCity owns and operates leading gaming,
entertainment and hospitality businesses in
New Zealand and Australia and its intrinsic value
is underpinned by long-term exclusive casino
licences
1
and significant investment in property
assets, particularly at our flagship property in
Auckland and our recently completed expansion
development in Adelaide.
Across its properties, SkyCity operates integrated
entertainment complexes each featuring casino
gaming facilities and premium restaurants, together
with bars and world-class accommodation in
Auckland and Adelaide.
SkyCity employs over 4,200 staff across its
operations and makes a significant contribution to
local economies through its role in employment,
training, tourism and its sustainability and
community initiatives.
The Offer of SkyCity Bonds is part of our ongoing
capital management strategy. SkyCity is seeking
to raise up to $125 million from the Offer and may
accept oversubscriptions for up to an additional
$50 million. Participation in New Zealand debt
capital markets is an appropriate diversification
of funding sources and a natural fit with SkyCity’s
strong New Zealand presence. The proceeds from
the Offer will be used to reduce the SkyCity Group's
drawings on its bank facilities.
SkyCity has an investment grade credit rating of
BBB- (stable outlook) from Standard & Poor's and
expects the initial credit rating of the Bonds will
also be BBB-.
This Product Disclosure Statement provides details
of the investment opportunity SkyCity is offering
and describes other important information,
including an overview of some of the key risks
associated with the Bonds that may affect your
returns and repayment of your investment.
We encourage you to read this document, the
additional information contained on the Offer
Register and all of SkyCity's recent market
announcements carefully and in full, including
the investor presentation and other materials
released by SkyCity on 30 April 2021, SkyCity's
most recent annual report (for the year ended
30 June 2020) and its interim report (for the six
months ended 31 December 2020) at www.nzx.com
and www.asx.com.au under the code "SKC". For
more information, please visit SkyCity's website
www.skycityentertainmentgroup.com/BondOffer.
We recommend that you consult your financial
advice provider before making any decisions with
respect to the Bonds.
On behalf of the Board, we encourage you to
consider this opportunity and welcome your
support of SkyCity.
Rob Campbell
Chair
SkyCity Entertainment Group Limited
Chair's Letter
1
Each New Zealand casino venue licence can be renewed for successive periods of 15 years each pursuant to sections 134–138 of the
New Zealand Gambling Act 2003.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
8
Key Dates and Offer Process
2.1 Key Dates
Opening Date Monday, 10 May 2021
Closing Date Friday, 14 May 2021 at 12.00pm (NZ time)
Rate Set DateFriday, 14 May 2021
Issue Date and allotment dateFriday, 21 May 2021
Expected Date of Initial Quotation and Trading
of the Bonds on the NZX Debt Market (and
earliest expected mailing of holding statements)
Monday, 24 May 2021
Interest Payment Dates21 February, 21 May, 21 August and 21 November in each
year
1
First Interest Payment Date21 August 2021 (with payment on 23 August 2021,
being the first Business Day following the First Interest
Payment Date)
Maturity Date21 May 2027
2
Notes:
1. If any Interest Payment Date is not a Business Day, payment will be made on the next Business Day without adjustment, interest or further
payment as a result thereof.
2. Unless redeemed before the Maturity Date as permitted under the Trust Deed. See section 5 of this PDS (Key features of the Bonds) for more
information.
The timetable is indicative only and subject to change. SkyCity may, in its absolute discretion and without
notice, determine to vary the timetable (including by opening or closing the Offer early, accepting late
applications and extending the Closing Date). Changes will be advised by way of announcement through
NZX and ASX.
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of initial quotation and
trading of the Bonds on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may also
be extended. Any such changes will not affect the validity of any applications received.
SkyCity reserves the right to cancel the Offer and the issue of the Bonds, in which case any application
monies received will be refunded (without interest) as soon as practicable and in any event within five
Business Days of the cancellation.
2

9
Terms of the Offer
3
3.1 Terms of the Offer
Issuer SkyCity Entertainment Group Limited.
Description of the BondsUnsecured, unsubordinated, fixed rate bonds.
Term and Maturity DateThe Bonds have a 6 year term and will mature on 21 May 2027.
Offer AmountUp to $125 million (with the ability to accept oversubscriptions of up to
an additional $50 million at SkyCity's discretion).
The final Offer amount will be determined by SkyCity in conjunction
with the Joint Lead Managers and announced via NZX and ASX on or
about 14 May 2021.
Issue Price$1.00 per Bond, being the Principal Amount of each Bond.
Who may apply under the OfferAll of the Bonds offered under the Offer (including any
oversubscriptions) have been reserved for subscription by clients of
the Joint Lead Managers, NZX Firms and other approved financial
intermediaries invited to participate in the Bookbuild. No person may
apply for Bonds (including through a Joint Lead Manager, NZX Firm
or other approved financial intermediary) unless they have obtained a
copy of this PDS.
There will be no public pool for the Bonds.
SkyCity reserves the right to refuse all or any part of any application for
Bonds under the Offer without giving a reason.
RankingOn a liquidation of SkyCity, amounts owing to Bondholders rank
equally with all other unsecured, unsubordinated obligations of
SkyCity. On a liquidation of SkyCity, the Bonds will rank:
• after all secured creditors (if any) and creditors preferred by law
(e.g. Inland Revenue in respect of certain unpaid tax);
• equally with other Bondholders and equally among the rights and
claims of holders of equal ranking obligations (including the lenders
of SkyCity's bank debt and the holders of the USPP Notes and all
other unsecured obligations, including trade creditors); and
• ahead of holders of subordinated debt and ahead of holders of
Shares.
Further details in relation to the ranking of Bonds in the event of a
liquidation of SkyCity are set out in section 5.2 of this PDS (Ranking).
GuaranteeThe Bonds will be guaranteed by the Guarantors.
See section 5.3 of this PDS (Guarantees) for more information on the
terms of the Guarantee.
No SecurityThe Bonds are not secured against any asset of the SkyCity Group.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
10
Interest RateThe Bonds will pay a fixed rate of interest from the Issue Date up to and
including the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate.
This minimum Interest Rate and the indicative Issue Margin will be
determined by SkyCity in conjunction with the Joint Lead Managers
and announced via NZX and ASX on the Opening Date (10 May 2021).
The Interest Rate will be determined by SkyCity in conjunction with the
Arranger on the Rate Set Date (14 May 2021) and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Interest Rate will be announced via NZX and ASX on the Rate
Set Date.
Swap RateThe mid-market rate for an interest rate swap of a term matching the
period from the Issue Date to the Maturity Date as calculated by the
Arranger in consultation with SkyCity, according to market convention,
with reference to Bloomberg page ‘ICNZ4’ (or any successor page) on
the Rate Set Date and expressed on a quarterly basis (rounded to
2 decimal places, if necessary, with 0.005 being rounded up).
Issue MarginThe Issue Margin will be determined by SkyCity in conjunction with the
Joint Lead Managers following the Bookbuild and announced via NZX
and ASX on the Rate Set Date (14 May 2021).
Interest Payment DatesInterest will be paid quarterly in arrear on 21 February, 21 May, 21 August
and 21 November each year (or if that day is not a Business Day, the
next Business Day without adjustment, interest or further payment as a
result thereof) until and including the Maturity Date.
The First Interest Payment Date is 21 August 2021 (with payment on
23 August 2021, being the first Business Day following the First Interest
Payment Date).
Interest Payments and
Entitlement
Interest on the Bonds shall be paid in arrear and shall be paid in equal
quarterly amounts on each Interest Payment Date. Any interest on the
Bonds payable on a date which is not an Interest Payment Date will be
calculated on the basis of the number of days elapsed and a 365-day
year and shall accrue in respect of the period from, and including,
the previous Interest Payment Date until, but excluding, the date for
payment of that interest.
On each Interest Payment Date, interest will be paid to the persons
registered as the Bondholders as at the record date immediately
preceding that Interest Payment Date.
The record date for interest payments is 5.00pm on the date 10 days
before the relevant due date for that payment (or if that day is not a
Business Day, on the Business Day immediately preceding such day).

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Early RedemptionBondholders have no right to require SkyCity to redeem their Bonds
prior to the Maturity Date. However, SkyCity may be required to repay
the Bonds early if there is an Event of Default (described further below).
SkyCity may elect to redeem all, but not some only, of the Bonds for
cash on any Interest Payment Date on or after the third anniversary of
the Issue Date by giving not less than 20 Business Days' notice to the
Supervisor and each Bondholder.
In the event of early redemption, SkyCity will pay to Bondholders the
greater of:
• the Principal Amount of the Bonds; and
• the average market price of the Bonds calculated in accordance
with the Series Supplement (adjusted to exclude the value
attributable to the next scheduled but unpaid interest payment),
in each case, plus all accrued interest as at the redemption date and
any other amount due and payable in respect of the Bonds (less
withholding tax and any other required withholdings or deductions)
– as calculated in the manner described in this section 3.1 of this PDS
(Terms of the Offer).
See section 5.5 of this PDS (Early Redemption) for more information.
Events of DefaultUpon the occurrence of an Event of Default which is continuing, the
Supervisor may in its discretion, and must upon being directed to do
so by a Special Resolution of Bondholders, declare the Bonds to be
immediately due and payable.
The Events of Default are set out in clause 12.1 of the Trust Deed, some
of which are summarised in section 5.6 of this PDS (Events of Default).
Distribution RestrictionNeither SkyCity nor any other Guarantor will be able to make any
distribution to a shareholder (other than to a Guarantor) if an Event of
Default has occurred and is continuing (or would occur as a result of
that distribution).
See section 5.7 of this PDS (Distribution Restriction) for more information.
How to ApplyApplication instructions are set out in section 12 of this PDS (How to
Apply).
Opening DateMonday, 10 May 2021.
Closing DateFriday, 14 May 2021 at 12.00pm (NZ time).
Minimum Application Amount$5,000 and multiples of $1,000 thereafter.
ScalingSkyCity may scale applications at its discretion, but will not scale any
application to below $5,000 or to an amount that is not a multiple of
$1,000.
No UnderwritingThe Offer is not underwritten.
BrokerageSkyCity will pay brokerage to market participants in respect of the Offer.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
12
Transfer RestrictionsSkyCity may decline to accept or register a transfer of the Bonds if
the transfer would result in the transferor or the transferee holding or
continuing to hold Bonds with a Principal Amount of less than $5,000
(if not zero) or if the transfer is not a multiple of $1,000.
Further Payments, Fees or
Charges
Taxes may be deducted from interest payments on the Bonds.
See section 7 of this PDS (Tax) for more information.
You are not required to pay brokerage or any other fees or charges to
SkyCity to purchase the Bonds. However, you may have to pay brokerage
to the firm from whom you receive an allocation of Bonds or for the
transfer of the Bonds. Please contact your broker for further information
on any brokerage fees.
QuotationApplication has been made to NZX for permission to quote the Bonds
on the NZX Debt Market and all the requirements of NZX relating to
that quotation that can be complied with on or before the date of this
PDS have been duly complied with. However, the Bonds have not yet
been approved for trading and NZX accepts no responsibility for any
statement in this PDS.
NZX is a licensed market operator, and the NZX Debt Market is a
licensed market, under the Financial Markets Conduct Act 2013.
NZX ticker code SKC050 has been reserved for the Bonds.
Selling RestrictionsThe Offer and subsequent transfer of Bonds are subject to the selling
restrictions referred to in section 8 of this PDS (Selling Restrictions).
By subscribing for or otherwise acquiring any Bonds, each investor
agrees to indemnify SkyCity, the Supervisor, the Joint Lead Managers
and their respective directors, officers, employees and agents for any loss,
cost, liability or damages suffered or incurred as a result of that investor
breaching the selling restrictions referred to in section 8 of this PDS
(Selling Restrictions).
Governing LawNew Zealand.
3.2 Other Documents
The terms of the Bonds, and other key terms of the Offer, are set out in the Trust Deed, as supplemented by
the Series Supplement.
The Supervisor will also have the benefit of the Deed of Guarantee.
You should read these documents. Copies may be obtained from the Offer Register at
www.business.govt.nz/disclose (OFR13093).

13
Purpose of the Offer
This Offer forms part of the SkyCity Group’s ongoing
capital management strategy, enhancing diversity
of sources of funding and lengthening the debt
maturity profile. Participation in the New Zealand
debt capital markets is a natural fit with SkyCity’s
strong New Zealand presence. The net proceeds of
the Offer will be used to reduce the drawings on
SkyCity’s bank facilities.
The use of proceeds of the Offer will not change,
irrespective of the total amount that is raised.
The Offer is not underwritten.
4
Key Features of the Bonds
A number of key features of the Bonds are
described in section 3 of this PDS (Terms of the
Offer). The other key features of the Bonds are
described below.
The information in this section is a summary of
certain terms of the Trust Deed and the Deed of
Guarantee. Copies of the Trust Deed and the Deed
of Guarantee are included on the Offer Register at
www.business.govt.nz/disclose (OFR13093).
Capitalised terms used but not defined in this
section 5 have the meanings given to them in the
Trust Deed.
5.1 The Supervisor
The Supervisor is appointed to act as supervisor and
trustee for the Bondholders on the terms contained
in the Trust Deed.
You can only enforce your rights under the Bonds
through the Supervisor – however, you can enforce
your rights under the Bonds against SkyCity directly
if the Supervisor is obliged to enforce them, but has
failed to do so.
5

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
14
5.2 Ranking
The Bonds constitute unsecured, unsubordinated, debt obligations of SkyCity.
On a liquidation of SkyCity, amounts owing to Bondholders rank equally with all other unsecured,
unsubordinated obligations of SkyCity. Amounts owing under the Guarantee constitute unsecured,
unsubordinated debt obligations of the relevant Guarantor and, on a liquidation of the Guarantor, amounts
owing to Bondholders under the Guarantee rank equally with all other unsecured, unsubordinated
obligations of the relevant Guarantor.
The ranking of the Bonds on a liquidation of SkyCity is summarised in the following diagram.
RANKING ON THE
LIQUIDATION OF
SKYCITY GROUPEXAMPLESAMOUNT
1
Liabilities that rank
in priority to the
Bonds
Secured creditors
and creditors
preferred by law
(including employee
entitlements and
unpaid taxes)
2
$109 million
Liabilities that rank
equally with the
Bonds (including
the Bonds)
Unsubordinated
obligations (including
SkyCity Group's
bank debt and USPP
Notes) and all other
unsecured obligations
(such as trade and
general creditors)
$1,182 million
3
Liabilities that rank
below the Bonds
Subordinated
obligations
Nil
Equity
4
Ordinary shares,
reserves and
retained earnings
$1,591 million
Notes:
1. Amounts shown above are indicative amounts based on the financial position of SkyCity Group as at 31 March 2021, adjusted for the issue of
the Bonds. They are subject to rounding adjustments.
2. Liabilities that rank in priority to the Bonds include:
(a) employee entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE;
(b) amounts owing to Inland Revenue or Australian tax authorities for unpaid taxes; and
(c) registered personal property security interests. SkyCity Group pays most of its local creditors on a weekly payment cycle. In the ordinary
course of business, some trade creditors may retain a security in the products they have sold to SkyCity Group until they are paid for.
For the purposes of this diagram, SkyCity has treated as a secured claim the total balance (as at 31 March 2021) owing to each creditor
who has registered a personal property security interest against SkyCity Group.
3. The final size of the Offer will not materially impact this number as the proceeds of the Offer will be used to reduce the drawings on
SkyCity Group’s bank facilities which rank equally with the Bonds.
4. The amount of equity stated includes an amount in relation to SkyCity’s existing quoted financial products (i.e. SkyCity’s Shares which are
quoted on the NZX Main Board and ASX).
Lower ranking/later priority
Higher ranking/earlier priority

15
(a) Restrictions on Incurring Indebtedness
The Trust Deed contains financial covenants
(described below under section 5.4 of this PDS
(Financial Covenants)) that indirectly restrict the
ability of SkyCity to incur indebtedness.
SkyCity or other members of the SkyCity Group are
also party to the documents evidencing the Bank
Debt and the USPP Notes, each of which contain
covenants that indirectly restrict the ability of
SkyCity to incur indebtedness, including:
(i) financial covenants that are equivalent to or
more restrictive than those in the Trust Deed
(described below under section 5.4 of this PDS
(Financial Covenants)); and
(ii) additional financial covenants that restrict the
amount of borrowed money indebtedness or
financing costs that the consolidated group can
incur as a percentage of EBITDA (as defined in
those documents).
Other than compliance with the financial covenants
in the Trust Deed, and the documents evidencing
the Bank Debt and the USPP Notes, none of the
Trust Deed or the documents evidencing the Bank
Debt or the USPP Notes restrict SkyCity or any other
Guarantor from creating (and accordingly SkyCity
or another Guarantor could at any time create),
further liabilities that rank equally with, in priority
to, or subordinate to the Bonds on a liquidation of
SkyCity.
For example, provided it complies with the terms
of the Trust Deed and the documents evidencing
the Bank Debt and the USPP Notes, SkyCity could
enter into new debt facilities that rank equally with
the Bonds. SkyCity also incurs trade liabilities and
tax liabilities on a day-to-day basis that rank equally
with or (in the case of some tax liabilities) ahead of
the Bonds.
In addition, provided SkyCity complies with the
limitations on creating security described below,
SkyCity or a Guarantor could grant security to a
creditor (including a trade creditor) with the effect
that the relevant debt or liability ranks ahead of the
Bonds on a liquidation of SkyCity.
(b) New Security Interests
Under the Trust Deed, SkyCity undertakes to the
Supervisor and each Bondholder that (other than
with the consent of the Supervisor) SkyCity and the
Guarantors will not create any security unless:
(i) no Event of Default (nor any other event or
circumstance which with the lapse of time,
giving of notice or fulfilment of any other
condition would constitute an Event of Default)
has occurred and is continuing;
(ii) that security is not over or in relation to a casino
licence or casino lease; and
(iii) the creation and existence of that security does
not cause a breach of the total prior ranking
debt covenant (described below under section
5.4(a) of this PDS (Financial Covenants)).
SkyCity or another Guarantor may also create
security that falls within one of the categories of
a permitted security under the terms of the Trust
Deed. Permitted security includes security in the
ordinary course of business in favour of a supplier
over goods supplied and which is due to be and is
actually discharged within 120 days, rights of set-off
and netting of accounts arising in the ordinary
course of business and certain security given in
respect of SkyCity Adelaide as required by relevant
legislation. Permitted security interests can be
created in addition to security that is permitted
under the total prior ranking debt covenant.
Accordingly, if SkyCity or a Guarantor exercised
its right to grant such security, the claims of the
beneficiaries of that security will rank ahead of the
claims of Bondholders on a liquidation of SkyCity.
For full details of these covenants, see clauses
11.2(b) and 11.3(a) of the Trust Deed and the related
definitions in clause 1.1 of the Trust Deed.
Under the terms of the documents evidencing the
Bank Debt and the USPP Notes, SkyCity and the
applicable guarantors of the Bank Debt and the
USPP Notes have agreed to similar (and, in some
cases, more restrictive) undertakings to those
referred to above that restrict the ability of SkyCity
and the Guarantors to grant new security interests
that rank equally with, or in priority to, amounts
owed to Bondholders on a liquidation of SkyCity.
5.3 Guarantees
Under the terms of the Deed of Guarantee entered
into by the Guarantors in favour of the Supervisor,
the obligations of SkyCity with respect to the Bonds
(including the obligation to repay the Bonds and to
pay any amount owed to the Supervisor under the

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
16
Trust Deed (which would include the Supervisor’s
fees and costs)) are jointly and severally guaranteed
by the Guarantors.
There are no limits on the obligations of any
Guarantor in respect of amounts owing under the
Trust Deed.
Who are the Guarantors?
Not every member of the SkyCity Group is required
to be a Guarantor.
As at the date of this PDS, those members of
the SkyCity Group named in the definition of
“Guarantors” in the Glossary are the Guarantors
and no other members of the SkyCity Group are
Guarantors.
Members of the SkyCity Group may become
(or cease to be) Guarantors from time to time
in accordance with the terms of the Deed of
Guarantee and the Trust Deed.
SkyCity has undertaken to the Supervisor and each
Bondholder that it will ensure that, at all times (but
subject to the grace periods for joining a subsidiary
as set out in clause 3.1(a) of the Deed of Guarantee),
the Guarantors shall consist of not less than all
members of the SkyCity Group who are guarantors
or obligors of borrowed money indebtedness owing
pursuant to any Principal Lending Facility (and
for this reason, SkyCity is included as a Guarantor
despite being the issuer of the Bonds). The intention
of this undertaking is to align the composition of
the Guarantors with the members of the SkyCity
Group which provide guarantees to SkyCity’s other
principal debt financiers.
If there is no Principal Lending Facility, SkyCity has
undertaken to the Supervisor to ensure that (subject
to certain grace periods) SkyCity and the Guarantors
collectively will have Total Tangible Assets of at least
200 per cent of the Face Value of all Bonds on issue
at any time (as described in further detail below
under section 5.4 of this PDS (Financial Covenants)).
When can a Guarantor be released?
A Guarantor may be released from its obligations
under the Guarantee in certain circumstances,
including if a director or other appropriate officer
of SkyCity has certified in writing to the Supervisor
that the Guarantor has ceased to be a guarantor
under SkyCity’s Principal Lending Facilities, is not
otherwise required to be a Guarantor and (amongst
other matters) no Event of Default or potential event
of default has occurred or is continuing.
If the relevant conditions for release of a Guarantor
(as set out in clause 3.2(a) of the Deed of Guarantee)
have been complied with, the consent of the
Supervisor or Bondholders is not required for the
release to be effective.
However, SkyCity cannot be released as a Guarantor
without the consent of the Supervisor.
Are the obligations of the Guarantors secured?
The obligations of each Guarantor under the Deed
of Guarantee are not secured by a security interest.
Accordingly, the obligations of the Guarantors to
you under the Guarantee are not secured against
any asset of the Guarantors.
5.4 Financial Covenants
Under the Trust Deed, SkyCity gives the following
financial covenants to the Supervisor and each
Bondholder:
(a) Total Prior Ranking Debt Ratio: Total Prior
Ranking Debt will at no time exceed 10% of
Guaranteeing Group Total Tangible Assets.
(b) Net Group Debt Ratio: Net Group Debt will
not exceed 75% of the aggregate of Net Group
Debt, Share Capital and Retained Earnings
as at 30 June and 31 December in each year,
provided that:
(i) if Retained Earnings is a negative number
then the relevant amount of Retained
Earnings shall be deducted from the
aggregate of Net Group Debt and Share
Capital; and
(ii) all reserves shall be excluded from the
definition of Share Capital and Retained
Earnings in the calculation of this ratio.
If a compliance certificate delivered by SkyCity
to the Supervisor in accordance with the
terms of the Trust Deed evidences a breach of
the Net Group Debt Ratio and that breach is
not remedied within six months of the latest
date (final date) on which that compliance
certificate was required to be delivered, then,
within 20 Business Days after the final date,

17
SkyCity must give notice to the Supervisor of
the Net Group Debt Ratio breach and provide
the Supervisor with SkyCity’s plan to remedy
the breach. An Event of Default only occurs if
the breach is not remedied within six months
of the latest date on which the notice to the
Supervisor of the Net Group Debt Ratio breach
was required to be delivered.
(c) Guaranteeing Group Cover: At all times (but
subject to the grace periods for joining a
subsidiary as set out in clause 3.1(a) of the Deed
of Guarantee), the guarantors pursuant to the
Deed of Guarantee (being, as at the date of
this PDS, the members of the SkyCity Group
specified in the definition of ‘Guarantor’ in
the Glossary) shall consist of not less than all
members of the Consolidated Group who are
guarantors or obligors of borrowed money
indebtedness owing pursuant to any Principal
Lending Facility provided that if at any time:
(i) there is no Principal Lending Facility; and
(ii) the aggregate Total Tangible Assets of
SkyCity and any Guarantors by reference to
any compliance certificate delivered to the
Supervisor are less than 200 per cent of the
Face Value of all Bonds on issue at that time
(Minimum TTA),
SkyCity will ensure that, from such time (but
subject to the grace periods set out in clause
3.1 of the Deed of Guarantee), subsidiaries of
SkyCity become guarantors pursuant to the
Deed of Guarantee such that, immediately after
those subsidiaries become guarantors pursuant
to the Deed of Guarantee, the aggregate Total
Tangible Assets of SkyCity and all Guarantors are
not less than the Minimum TTA.
The capitalised terms used in this section 5.4 refer to
defined terms in the Trust Deed (to the extent not
otherwise defined in the Glossary). Those defined
terms contain the financial information that forms
the basis of each financial covenant. For full details
of these covenants, see clause 11.3 of the Trust Deed
and the related definitions in clause 1.1 of the Trust
Deed.
5.5 Early Redemption
Bondholders have no right to require SkyCity to
redeem their Bonds prior to the Maturity Date,
except in the case of an Event of Default (described
further below).
SkyCity may elect to redeem all, but not some only,
of the Bonds for cash on any Interest Payment Date
on or after the third anniversary of the Issue Date by
giving not less than 20 Business Days’ notice to the
Supervisor and each Bondholder.
On early redemption, SkyCity will pay to
Bondholders, in respect of each Bond, the greater of:
• an amount equal to the Principal Amount; and
• the average price, weighted by volume, of all trades
of Bonds through the NZX Debt Market over the
10 Business Days immediately prior to the date of
the early redemption notice (or, if the Bonds have
not traded on the NZX Debt Market for at least half
of such 10 Business Day period, the average price
of the Bonds for that period will be determined by
an independent adviser appointed in accordance
with the Series Supplement), (adjusted to exclude
the value attributable to the next scheduled but
unpaid interest payment),
in each case, plus all accrued interest in respect of
that Bond as at the redemption date and any other
amount due and payable in respect of that Bond
and less all withholding tax and other withholdings
or deductions required to be made.
5.6 Events of Default
The Events of Default are contained in the Trust
Deed. They include:
• SkyCity or any other Guarantor fails to pay any
amount of its indebtedness under a Transaction
Document (including with respect to payment
of principal or interest, or any other amount) –
subject to certain grace periods;
• a failure by SkyCity to comply with the Total Prior
Ranking Debt Ratio or the Guaranteeing Group
Cover financial covenant (as each is described
in section 5.4(a) and (c) (Financial Covenants)
above);
• a failure by SkyCity to meet the Net Group
Debt Ratio (as described in section 5.4(b)
(Financial Covenants) above) and that breach is
not remedied in accordance with the process
outlined in section 5.4 (Financial Covenants)
above;
• SkyCity or any other Guarantor (other than an
Immaterial Guarantor) does not comply with any
of its obligations under a Transaction Document
in a material respect, subject to certain grace
periods;

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
18
• SkyCity or any other Guarantor (other than
an Immaterial Guarantor) makes a material
misrepresentation in or in connection with a
Transaction Document;
• indebtedness of SkyCity or any other Guarantor
in respect of borrowed money of or in excess of
$20,000,000 is not paid within any applicable
grace period or (if no grace period applies) when
due or is accelerated by being declared due and
payable before it would otherwise have been due
by reason of any event of default, termination
event or equivalent or analogous event; and
• insolvency events that affect SkyCity or any other
Guarantor (other than an Immaterial Guarantor).
This summary does not cover all of the Events of
Default. For full details of the Events of Default,
see clause 12.1 of the Trust Deed and the related
definitions in clause 1.1 of the Trust Deed.
At any time while an Event of Default continues,
the Supervisor may in its discretion, and must upon
being directed to do so by a Special Resolution of
Bondholders, declare the Principal Amount and any
accrued interest on the Bonds, due and payable.
The capitalised terms used in this section 5.6 refer
to defined terms in the Trust Deed (to the extent not
otherwise defined in the Glossary).
5.7 Distribution Restriction
Neither SkyCity nor any other Guarantor will be
able to make any distribution (as defined in section
2 of the Companies Act 1993, and in the case of
any non-New Zealand company such definition
shall apply as if it were a New Zealand company
for the purposes of the Companies Act 1993) to a
shareholder (other than to a Guarantor) if any Event
of Default has occurred and is continuing (or would
occur as a result of that distribution).
For full details of the distribution restriction, see
clause 11.2 of the Trust Deed.
5.8 Other Relevant Information
About The Trust Deed
The Trust Deed also contains a number of standard
terms, including in relation to:
• the role, powers and duties of the Supervisor. The
Supervisor will not be responsible for monitoring
the application by SkyCity of the money paid by
the subscribers of the Bonds;
• the process for replacement of the Supervisor;
• the right of the Supervisor to be indemnified;
• the payment of fees, expenses and other
amounts owing to the Supervisor (including
that amounts owing to the Supervisor are, on a
default, paid from the proceeds of enforcement
before payments to Bondholders);
• holding meetings of Bondholders; and
• the process for amending the Trust Deed.
The Trust Deed can be amended:
• with the consent of the Supervisor;
• by the Financial Markets Authority under section
109 of the Financial Markets Conduct Act 2013;
• under section 22(7) or 37(6) of the Financial
Markets Supervisors Act 2011; or
• under any other enactment which confers such
power to amend.
The Supervisor must only consent to an
amendment if:
• the amendment is approved by, or is contingent
on approval by, a Special Resolution of the
Bondholders or each class of Bondholders that is
or may be adversely affected by the amendment;
or
• the Supervisor and SkyCity are satisfied that the
amendment does not have a material adverse
effect on the Bondholders.
You should read the Trust Deed for further
information, a copy of which is included on the
Offer Register at www.business.govt.nz/disclose
(OFR13093).

19
Risks of Investing
6
6.1 Introduction
This section describes the following potential key
risk factors:
• general risks associated with an investment in
the Bonds; and
• specific risks relating to SkyCity’s
creditworthiness.
The selection of key risks has been based on an
assessment of a combination of the probability of
a risk occurring and the impact of the risk if it did
occur. This assessment is based on the knowledge
of the Directors as at the date of this PDS. There is
no guarantee or assurance that the importance of
different risks will not change or that no other risks
may emerge over time.
Where practicable, SkyCity will seek to implement
risk mitigation strategies to minimise the exposure
to some of the risks outlined in the following
table, although there can be no assurance that
such arrangements will fully protect SkyCity from
such risks.
You should carefully consider these risks (together
with the other information in this PDS and available
on the Offer Register) before deciding to invest in
the Bonds. This summary does not cover all of the
risks of investing in the Bonds.
The statement of risks in this section does not take
account of the personal circumstances, financial
position or investment requirements of any
particular person. It is important, therefore, that
before making any investment decision, you give
consideration to the suitability of an investment
in the Bonds in light of your individual risk profile
for investments, investment objectives and
personal circumstances (including financial and
taxation issues).
6.2 Risks
General Risks
An investment in the Bonds is subject to the following general risks:
Credit Risk on SkyCity If SkyCity becomes insolvent, there may be a shortfall of funds to pay all amounts
ranking ahead of and equally with the Bonds. If this occurs, and the Guarantors are
unable to meet SkyCity’s defaulted payment obligations, you might not receive a
return of all or any of the Principal Amount and/or any interest due and unpaid at
that time.
See section 5.2 of this PDS (Ranking) for more information on the ranking of the
Bonds in the event of a liquidation of SkyCity.
Secondary Market
Risk
Secondary market risk is the risk that, if you wish to sell your Bonds before maturity:
• you may be unable to find a buyer; or
• the price at which you are able to sell them is less than the amount you paid for
them.
These outcomes may arise because of factors related to SkyCity's creditworthiness,
or because of other factors including:
• the fact that a trading market for the Bonds never develops or, if it develops,
is not very liquid. Although permission is expected to be granted to quote the
Bonds on the NZX Debt Market, this does not guarantee any trading market in
the Bonds;
• the level, direction and volatility of market interest rates. For example, if market
interest rates go up, the market value of the Bonds would typically be expected to
go down and vice versa; and
• the fact that Bondholders seeking to sell relatively small or relatively large
amounts of Bonds may not be able to do so at prices comparable to those
available to other Bondholders.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
20
Specific Risks Relating to SkyCity’s Creditworthiness
SkyCity considers that the main circumstances which significantly increase, either individually or in
combination, the risk that SkyCity may default on its payment obligations under the Bonds are as follows:
COVID-19 Pandemic and
Business Continuity Risk
Impacts of COVID-19
The COVID-19 pandemic, related actions taken in response by the
New Zealand, Australian and other governments (including national and
regional lockdowns, border closures and travel restrictions) and the effects
of the pandemic on global and domestic economies have had, and are
likely to continue to have, a material adverse effect on SkyCity's operations,
liquidity and financial performance.
Risks arising from the outbreak of infectious disease, including the
ongoing COVID-19 pandemic, are particularly relevant to SkyCity as a
gaming, hospitality and entertainment provider if it is forced to close
its facilities. SkyCity’s Auckland property (which is the most significant
contributor of revenue) was closed and unable to operate whilst Auckland
was in Alert Level 3 or Alert Level 4 for 70 days in 2020 and, as at the date
of this PDS has been closed for 11 days in 2021.
Closure of its facilities during government-imposed lockdowns, social
distancing measures, restrictions on public gatherings and decreased
levels of domestic and international visitors have together had a significant
impact on SkyCity’s financial performance. By way of example, SkyCity
Group normalised EBITDA for the first six months of 2020 (during a period
of significant lockdown restrictions and SkyCity property closures) was 68%
down compared to the comparable period in 2019. In response to COVID-19,
SkyCity was also required to take a number of other decisive actions,
including implementing significant cost savings (including a large labour
restructuring), raising equity, suspending dividends and agreeing a suite of
waivers with its debt syndicate.
The wider ongoing health and safety risks and potential economic
impacts of COVID-19 could have further material adverse effects on
SkyCity’s activity levels and resulting revenues for an unknown duration.
For example:
• there could be further major outbreaks of COVID-19 in New Zealand
and/or Australia resulting in further property closures and operating
restrictions for SkyCity. SkyCity’s financial performance would be most
significantly impacted by restrictions affecting its operations carried
out at its Auckland property - see Earnings Concentration in Auckland
Risk below;
• international borders may be closed (or significantly restricted) for
significant periods of time, resulting in SkyCity operating as a smaller
and domestically focused business for that time, with limited or no
international tourists;
• despite controls around social distancing, contact tracing, hand
hygiene and limits on the number of people in public spaces, a
cluster could be attributed to a SkyCity employee or customer.
The identification of a “SkyCity cluster”, or a cluster originating
from another casino, hotel or other hospitality venue, may result
in a prolonged period of reduced visitation to SkyCity’s properties
regardless of the robustness of SkyCity’s procedures;
• there could be a significant reduction in demand for the services
provided by SkyCity resulting from reduced discretionary spending
during a period of uncertainty and deterioration in economic
conditions; and
• there could be a shift in customer preferences (exacerbated by
COVID-19) towards online entertainment platforms and away from
land-based entertainment at SkyCity’s properties.

21
COVID-19 Pandemic and
Business Continuity Risk
There is no certainty that demand for SkyCity's services will normalise
to the level existing prior to the impact of COVID-19, especially if there
is a significant change in the behaviour of customers or their spending
habits, or further unforeseen adverse impacts related to COVID-19
(such as new and more transmissible strains of the virus or issues related
to the speed of the vaccine roll-out programme (or its effectiveness) in
New Zealand and Australia).
Mitigation
Many of the broader risks of COVID-19 are outside of SkyCity's control.
To mitigate some of the ongoing direct risks associated with COVID-19,
SkyCity continues to adopt a conservative approach to capital
management and seeks to maintain adequate levels of liquidity. In
addition, SkyCity maintains a comprehensive business continuity
framework, which supports preparedness and response to a wide range
of critical events, including a natural disaster, a fire, an emergency
incident and a pandemic. This business continuity framework is subject
to ongoing:
• monitoring to ensure management readiness and capability,
including undertaking simulated crisis response drills on a regular
basis; and
• improvement to enhance resilience.
See also Earnings Concentration in Auckland Risk below.
Highly Regulated Industry RiskRegulatory framework
SkyCity operates in industries which are highly regulated in each of
the jurisdictions in which it has business operations. In particular, the
casino industry is highly regulated and SkyCity requires the approval
of the relevant gaming regulators (usually in the form of licences) in
order to conduct its business. Consequently, SkyCity's operations, its
financial performance and future prospects are highly dependent upon
the regulatory framework in which it operates and maintenance of its
licences.
The regulatory framework (consisting of legislation, regulation and
government policy, including taxation) is subject to change from time
to time in both material and immaterial respects, which may impact
the environment in which SkyCity operates and the cost of operating its
business. Any unfavourable changes to this regulatory framework could
have a significant negative impact on SkyCity’s operations and financial
performance. Potential examples of such changes include unfavourable
changes to gaming legislation and regulations, licence conditions (or
the loss of a key licence), gaming taxes and levies, smoking restrictions at
SkyCity’s properties and costs of compliance (e.g., anti-money laundering
and host responsibility).

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
22
Highly Regulated Industry RiskSuch changes may be introduced for a variety of reasons, including
in response to the behaviour of others operating in the industry or
increased government and regulatory conservatism in relation to
the casino industry in New Zealand and Australia. For example, it is
anticipated that there will be increased focus on additional consumer
protection requirements and regulatory oversight of land-based casino
operators in New Zealand and Australia (including in respect of anti-
money laundering and host responsibility obligations) and on SkyCity’s
‘social licence’ to operate.
In addition, there is currently an increased focus on casino operators in
Australia as a consequence of the New South Wales Independent Liquor
and Gaming Authority’s inquiry into the operation of Crown Casino in
Sydney, and the resulting report released in February 2021. This could
lead to more stringent regulations for casino operators such as SkyCity
in Australia and New Zealand in relation to money laundering and
other financial crimes. As a result, there are heightened expectations on
SkyCity around its obligations under anti-money laundering legislation
and regulations, monitoring cash and third party transactions, and
undertaking enhanced due diligence checks on higher risk customers.
Banks in both New Zealand and Australia are also signalling to casinos
that they have a significantly reduced risk appetite for accepting cash
deposits from higher risk customers.
SkyCity operates its casinos in New Zealand and Australia in accordance
with various casino licences. Any of these licences may be suspended
or cancelled if SkyCity was to breach the provisions of the relevant
licence (depending on the nature and severity of the relevant breach),
which would prevent SkyCity from operating the relevant casino. Any
prolonged suspension, cancellation or expiry of the Auckland casino
licence would have a significant negative impact on SkyCity’s business
and materially increase the risk of default in relation to the Bonds - see
Earnings Concentration in Auckland Risk below.
Online casino gaming is a new and developing market in New Zealand,
Australia and overseas jurisdictions. Regulatory oversight and changes
to the online casino market in New Zealand or Australia, including the
introduction of an appropriate licensing regime for operators, may be
implemented. Whilst it is not possible to predict the scope or extent
of future regulatory changes, SkyCity’s operations would be negatively
impacted if it is prevented from competing in the online casino
gaming market in New Zealand or Australia, including if it was not
granted a licence to operate under any introduced licensing regime.
Mitigation
SkyCity mitigates the risk of regulatory change through maintaining
frequent engagement with the governments and regulators in each
jurisdiction in which it operates, and with industry stakeholders.
SkyCity also maintains a robust compliance culture and framework to
ensure compliance with licence conditions and applicable legislation
and regulations.

23
Earnings Concentration in
Auckland Risk
Auckland property concentration
SkyCity's Auckland property contributed approximately 80% of
SkyCity Group normalised EBITDA (before corporate costs) for the year
ended 30 June 2020. Completion of the New Zealand International
Convention Centre project (and the associated expanded gaming
concessions) is expected to further increase this concentration of
earnings from SkyCity's Auckland property.
This concentration of earnings means that SkyCity’s financial
performance is heavily dependent upon its Auckland property.
A significant disruption could result from numerous causes, including
from the suspension, cancellation or expiry of the Auckland casino
licence, an event such as an earthquake or fire, or as a result of
government-imposed restrictions (including in relation to COVID-19).
Auckland has been subject to greater levels of lockdown than other
parts of New Zealand since the outbreak of COVID-19 and, given its
relative population density compared to the rest of New Zealand, is at
greater risk of further regional lockdowns.
A significant disruption to SkyCity’s Auckland property could have
a significant negative impact on SkyCity’s operations and financial
performance, and potentially a permanent loss of customers. The
extent of the financial impact will depend on the nature and scale of
the business interruption, which is not possible to predict.
Mitigation
While SkyCity maintains insurance (including business interruption
insurance) to mitigate this risk, the policies may not provide sufficient
coverage for all potential losses arising from a disruption to SkyCity’s
Auckland operations.
Any such loss may also be offset in part by the expected increased
earnings from the redevelopment and expansion of SkyCity’s Adelaide
property.
See also COVID-19 Pandemic and Business Continuity Risk above.
Completion of NZICC Project RiskNZICC Project
SkyCity is continuing to progress the development of the New
Zealand International Convention Centre (NZICC) and Horizon Hotel in
Auckland (the NZICC Project).
The NZICC Project has already been significantly delayed due to initial
building delays followed by extensive damage caused by the NZICC
fire in October 2019. Reinstatement works are progressing, but slower
than expected. The most recent draft programme received from the
contractor for the NZICC Project (being, The Fletcher Construction
Company Limited (FCC), a subsidiary of Fletcher Building Limited
(Fletcher Building)) indicates that the NZICC will be completed in
2024. Further significant delays are possible, which may be caused by
factors such as further building delays, another Alert Level 4 lockdown
in Auckland and supply chain constraints.

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
24
Completion of NZICC Project RiskSkyCity is required to complete the development of the NZICC by
2 January 2025 (Completion Long Stop Date) under the Project and
Licensing Agreement for the NZICC (NZICC Agreement). However,
if SkyCity does not complete the development of the NZICC by the
Completion Long Stop Date, then the New Zealand Government can
seek to terminate the NZICC Agreement. In this situation, SkyCity could
lose the benefits of the regulatory and operational concessions at its
Auckland property provided for under the NZICC Agreement, including
the extension of the Auckland casino licence to 2048. This would have a
significant negative impact on SkyCity’s financial performance, including
the requirement for SkyCity to renew its Auckland casino licence in order
to continue operating its Auckland casino business.
Costs
SkyCity also faces ongoing uncertainty regarding the total cost of the
NZICC Project. The total project cost is expected to exceed the original
budget of $703 million but is currently not expected to exceed the
market guidance of around $750 million. However, while considered
unlikely, the total cost of the NZICC Project may ultimately exceed that
amount, which could have a significant negative impact on SkyCity’s
financial position.
Car parks
SkyCity and SkyCity Auckland Limited are parties to a Concession
Agreement (Concession Agreement) with (now) MPF Parking Limited
(Macquarie) pursuant to which Macquarie was granted a long term
concession over the SkyCity Auckland car parks. Those car parks
include the NZICC car parks.
SkyCity is required to make certain payments to Macquarie for
car parks that are not available under the Concession Agreement
(including those impacted by the NZICC Project works and
remediation activities). Macquarie may also have other contractual
rights under the Concession Agreement which could negatively impact
SkyCity’s financial position and financial performance in the event
that the NZICC car parks are not made available within the timeframe
required by the Concession Agreement which results in Macquarie
validly exercising those contractual rights (if available). For example,
Macquarie may have a right of termination if a certain number of the
car parks are not repaired and reinstated by 22 October 2022.
If Macquarie was to validly exercise its right to terminate, it would
be entitled to compensation from SkyCity equal to the market value
of the car parks as determined in accordance with the Concession
Agreement.
Mitigation
SkyCity seeks to mitigate these risks in relation to the NZICC Project by:
• continually monitoring progress by FCC (as the contractor for the
NZICC Project) and ensuring that FCC and Fletcher Building meet
their obligations under the building works contract;
• working closely with the insurer in relation to claims arising from
the NZICC fire; and
• maintaining a positive and transparent relationship with the New
Zealand Government and with Macquarie.
SkyCity also recognises that robust management of the NZICC Project
is critical to its successful completion. SkyCity has established strong
governance and oversight frameworks for the NZICC Project.

25
Tax
Resident Withholding Tax
If you are tax resident in New Zealand or otherwise
receive payments of interest on the Bonds that
are subject to the resident withholding tax rules,
resident withholding tax will be deducted from
interest paid or credited to you at the relevant rate,
unless you produce to the Registrar evidence you
have RWT-exempt status (as defined in the Income
Tax Act 2007) on or before the record date for the
relevant payment date, and that your RWT-exempt
status remains valid as at that record date.
Approved Issuer Levy
If interest on your Bonds is subject to the non-
resident withholding tax rules, SkyCity will pay
approved issuer levy (AIL) on interest paid to you
and deduct the AIL from the interest payment if
payment of such AIL has the effect of reducing
the rate of non-resident withholding tax to zero
percent.
SkyCity may apply the zero-percent rate of AIL
(rather than the standard AIL rate of 2%) where it is
able to do so.
Indemnity
If, in respect of any of your Bonds, the Registrar or
SkyCity becomes liable to account for withholding
taxes, or make any payment of, or on account of, tax
payable by you, then the Registrar and SkyCity shall
be indemnified by you in respect of such liability.
General
There may be other tax consequences from
acquiring or disposing of the Bonds, including
income tax consequences. If you have any
queries relating to the tax consequences of the
investment, you should obtain professional advice
on those consequences in light of your specific
circumstances.
Taxes may affect your returns. The preceding
information does not constitute taxation advice
to any Bondholder, is general and summary in
nature and limited to consideration of New Zealand
taxation impacts as at the date of this PDS. Future
changes to these or other laws may affect the tax
consequences of an investment in the Bonds.
7

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
26
Selling Restrictions
This PDS constitutes an offer of Bonds to
institutional investors and members of the public
who are resident in New Zealand and to certain
overseas institutional investors only.
SkyCity has not taken and will not take any action
which would permit a public offering of Bonds, or
possession or distribution of any offering material in
respect of the Bonds, in any country or jurisdiction
where action for that purpose is required (other
than New Zealand).
Any information memorandum, disclosure
statement, circular, advertisement or other offering
material in respect of the Bonds may only be
published, delivered or distributed in compliance
with all applicable laws and regulations (including
those of the country or jurisdiction in which the
material is published, delivered or distributed).
The Bonds may only be offered for sale or sold in a
jurisdiction outside of New Zealand in compliance
with the selling restrictions referred to below
and all applicable laws and regulations in the
applicable jurisdiction.
There are specific selling restrictions that apply to
an offer of the Bonds in the European Economic
Area, the United Kingdom, Australia, Hong Kong,
Japan and Singapore.
These selling restrictions do not apply to an offer of
the Bonds in New Zealand.
A copy of these selling restrictions can be found on
the Offer Register at www.business.govt.nz/disclose
(OFR13093).
These selling restrictions may be modified by
SkyCity and the Joint Lead Managers, including
following a change in a relevant law, regulation or
directive. Persons into whose hands this PDS comes
are, and each Bondholder is, required by SkyCity
and the Joint Lead Managers to comply with all
applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer,
sell or deliver Bonds or have in their possession or
distribute such offering material, in all cases at their
own expense.
By subscribing for or otherwise acquiring any
Bonds, each investor agrees to indemnify SkyCity,
the Supervisor, the Joint Lead Managers and their
respective directors, officers, employees and agents
in respect of any loss, cost, liability or damages
suffered or incurred as a result of that investor
breaching the selling restrictions referred to in
this section.
8

27
Who is Involved?
NameRole
IssuerSkyCity Entertainment Group LimitedIssuer of the Bonds.
SupervisorPublic TrustHolds certain covenants on trust for the
benefit of the Bondholders, including the
right to enforce SkyCity's obligations under
the Bonds.
ArrangerWestpac Banking Corporation
(ABN 33 007 457 141) (acting through
its New Zealand branch)
Provides advice and assistance to SkyCity in
arranging the Offer.
Joint Lead
Managers
ANZ Bank New Zealand Limited
Commonwealth Bank of Australia
(ABN 48 123 123 124) (acting through
its New Zealand branch)
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited
Westpac Banking Corporation
(ABN 33 007 457 141) (acting through
its New Zealand branch)
Assists with the Bookbuild and with the
marketing and distribution of the Offer.
Except as described above, the Joint Lead
Managers are not otherwise involved in the
Offer.
None of the Arranger, the Joint Lead
Managers and their respective directors,
officers, employees, agents and advisers have
independently verified the content of this
PDS.
This PDS does not constitute financial advice
from the Arranger, any Joint Lead Manager,
or any of their respective directors, officers,
employees, agents or advisers to purchase
any Bonds.
You must make your own independent
investigation and assessment of the financial
condition and affairs of SkyCity before
deciding whether or not to invest in the
Bonds.
RegistrarComputershare Investor Services
Limited
Maintains the Bond Register.
Solicitors to
SkyCity
Bell GullyProvides legal advice to SkyCity in respect of
the Offer.
Solicitors to
Supervisor
Russell McVeaghProvides legal advice to the Supervisor in
respect of the Offer.
9

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
28
How to Complain
Complaints about the Bonds can be directed to:
SkyCity Entertainment Group Limited at:
Level 13, SkyCity HQ
99 Albert Street
Auckland 1010
Phone: +64 (9) 363 6000
Email: sceginfo@skycity.co.nz
If for any reason SkyCity is unable to resolve your
complaint, please contact:
The Supervisor at:
Manager Client Services
Corporate Trustee Services
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Phone: 0800 371 471
Email: cts.enquiry@publictrust.co.nz
The Supervisor is a member of an external,
independent dispute resolution scheme operated
by Financial Services Complaints Limited (FSCL) and
approved by the Ministry of Consumer Affairs. If the
Supervisor has not been able to resolve your issue,
you can refer the matter to FSCL by:
• emailing complaints@fscl.org.nz;
• calling FSCL on 0800 347 257;
• completing the complaints form online at
www.fscl.org.nz/complaints/complaint-form; or
• writing to FSCL at PO Box, 5967, Wellington 6145.
The scheme will not charge a fee to any
complainant to investigate or resolve a complaint.
Complaints may also be made to the Financial
Markets Authority through its website at
www.fma.govt.nz.
10

29
Where You Can Find
More Information
11.1 Offer Register
Further information relating to SkyCity and the
Bonds is available on the Offer Register.
The information contained on that register includes
a copy of the Trust Deed, the Series Supplement, the
Deed of Guarantee and other material information.
The Offer Register can be accessed at
www.business.govt.nz/disclose, offer number
(OFR13093). A copy of the information on the
Offer Register is available on request to the
Registrar of Financial Service Providers
(email: registrar@fspr.govt.nz).
11.2 Companies Office
Further information relating to SkyCity is also
available on the public register at the Companies
Office of the Ministry of Business, Innovation and
Employment. This information can be accessed
free of charge on the Companies Office website at
www.business.govt.nz/companies.
11.3 NZX and ASX Disclosures
As SkyCity is listed on the NZX Main Board and
is admitted to the official list of ASX as a ‘Foreign
Exempt Listing’, it makes half-yearly and annual
announcements to NZX and ASX and such other
announcements to comply with the continuous
disclosure rules of the Listing Rules (including as
modified by any waivers, rulings or exemptions
applicable to SkyCity) from time to time.
You can obtain information provided to NZX and
ASX by SkyCity in accordance with the Listing
Rules and ASX Listing Rules free of charge by
searching under SkyCity's stock code "SKC" on
the NZX website (www.nzx.com). You can also
obtain information provided to ASX by SkyCity
in accordance with the ASX Listing Rules free of
charge by searching under SkyCity's stock code
"SKC" on the ASX website (www.asx.com.au).
SkyCity has been designated as a "Non-Standard"
(NS) issuer by NZX due to the nature of the
company's constitution. In particular, the
constitution places restrictions on the transfer of
shares in SkyCity in certain circumstances and
provides that votes and other rights attached to
Shares may be disregarded and Shares may be sold
if these restrictions are breached. Further details of
these restrictions are included on pages 151–152 of
SkyCity's 2020 Annual Report.
11

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
30
How to Apply
How to apply
All of the Bonds offered under the Offer (including any
oversubscriptions) have been reserved for subscription
by clients of the Joint Lead Managers, NZX Firms
and other approved financial intermediaries in
New Zealand invited to participate in the Bookbuild.
There is no public pool for the Bonds.
This means that you can only apply for Bonds through
an NZX Firm or other approved financial intermediary
in New Zealand who has obtained an allocation of
Bonds. You can find an NZX Firm by visiting www.nzx.
com/services/market-participants/find-a-participant.
The NZX Firm or approved financial intermediary will:
• provide you with a copy of this PDS (if you have not
already received a copy);
• explain what you need to do to apply for Bonds; and
• explain what payments need to be made by you,
and by when.
SkyCity reserves the right to refuse all or any part of any
application for Bonds under the Offer without giving
a reason.
What you need to do to sell your Bonds on the NZX
Debt Market
If you wish to sell your Bonds on the NZX Debt Market,
after confirming your allocation, you must contact an
NZX Firm or your financial advice provider. They will be
able to advise you as to what arrangements will need
to be put in place for you to trade the Bonds, including
obtaining a Common Shareholder Number (CSN), an
Authorisation Code (FIN) and opening an account with
an NZX Firm as well as the costs and timeframes for
putting such arrangements in place.
12

31
Contact Information
Issuer
SkyCity Entertainment Group Limited
Level 13, SkyCity HQ
99 Albert Street
Auckland 1010
Phone: +64 (9) 363 6000
New Zealand legal advisers
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Phone: +64 (9) 916 8800
Supervisor
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Phone: 0800 371 471
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 (9) 488 8700
Arranger and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand Branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
Phone: 0800 772 142
Other Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
170 Featherson Street
Wellington 6011
Phone: 0800 269 476
Commonwealth Bank of Australia
(ABN 48 123 123 124)
(acting through its New Zealand branch)
ASB North Wharf
12 Jellicoe Street
Auckland 1010
Phone: 0800 272 266
Craigs Investment Partners Limited
Level 36 Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
Phone: 0800 005 678
13

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
32
Glossary
14
$New Zealand dollars
ArrangerWestpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
ASXASX Limited, or the financial market operated by ASX Limited, as the context
requires (also known as the Australian Securities Exchange)
ASX Listing RulesThe listing rules of ASX, as amended from time to time
Bank DebtIndebtedness of one or more members of the SkyCity Group to bank lenders from
time to time, including those lenders who are party as at the date of this PDS to the
Syndicated Facility Agreement
BoardSkyCity's Board of Directors
Bond RegisterThe register in respect of the Bonds maintained by the Registrar
Bondholder or you A person whose name is entered in the Bond Register as a holder of a Bond
BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant
to this PDS
BookbuildThe bookbuild process to determine the Issue Margin, expected to be conducted by
the Joint Lead Managers on the Rate Set Date
Business Day A day on which NZX is open for trading
Closing Date Friday, 14 May 2021 at 12.00pm (NZ time)
Deed of GuaranteeThe deed of guarantee dated 29 April 2021 between SkyCity, the Guarantors and the
Supervisor under which the Guarantors provide a guarantee of SkyCity’s obligations
under the Trust Deed to the Supervisor (for the benefit of the Bondholders), a copy
of which is available on the Offer Register
DirectorA director of SkyCity
Event of DefaultEach event set out in clause 12.1 of the Trust Deed, some of which are summarised in
section 5 of this PDS (Key features of the Bonds)
First Interest
Payment Date
21 August 2021 (with payment on 23 August 2021, being the first Business Day
following the First Interest Payment Date)
GuaranteeThe guarantee of SkyCity’s obligations under the Trust Deed provided by the
Guarantors to the Supervisor (for the benefit of Bondholders) under the Deed of
Guarantee

33
GuarantorsThe guarantors under the Guarantee, being, as at the date of this PDS:
1. Cashel Asset Management Limited
2. Horizon Tourism Limited (Hong Kong)
3. Horizon Tourism (New Zealand) Limited
4. New Zealand International Convention Centre Limited
5. Otago Casinos Limited
6. Queenstown Casinos Limited
7. Sky Tower Limited
8. SkyCity Action Management Limited
9. SkyCity Adelaide Pty Limited (Australia)
10. SkyCity Auckland Holdings Limited
11. SkyCity Auckland Limited
12. SkyCity Australia Finance Pty Limited (Australia)
13. SkyCity Australia Pty Limited (Australia)
14. SkyCity Australian Limited Partnership (Australia)
15. SkyCity Casino Management Limited
16. SkyCity Development Limited
17. SkyCity Enterprises Limited
18. SkyCity Entertainment Group Limited
19. SkyCity Hamilton Limited
20. SkyCity Holdings Limited
21. SkyCity International Holdings Limited
22. SkyCity Investments Australia Limited
23. SkyCity Investment Holdings Limited (Hong Kong)
24. SkyCity Investments Queenstown Limited
25. SkyCity Malta Holdings Limited (Malta)
26. SkyCity Malta Limited, C91750 (Malta)
27. SkyCity Management Limited
28. SkyCity Management (UK) Limited (United Kingdom)
29. SkyCity Precinct Limited
30. SkyCity Projects Limited
31. SkyCity Properties Limited
32. SkyCity Properties Albert St Limited
33. SkyCity Properties Victoria St Limited
34. SkyCity Treasury Australia Pty Limited (Australia)
35. SkyCity Ventures Limited
Inland Revenue The New Zealand Inland Revenue Department
Interest Payment
Dates
21 February, 21 May, 21 August and 21 November each year (or if that day is not a
Business Day, the next Business Day), until and including the Maturity Date, and with
the first payment on the First Interest Payment Date
Interest Rate The rate of interest per annum payable on the Principal Amount of the Bonds as
announced by SkyCity through NZX on the Rate Set Date
Issue DateFriday, 21 May 2021
Issue MarginThe margin determined by SkyCity in conjunction with the Joint Lead Managers
following the Bookbuild, as announced via NZX and ASX on the Rate Set Date

SkyCity Entertainment Group Product Disclosure Statement 30 April 2021
34
Joint Lead
Managers
ANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123
124) (acting through its New Zealand branch), Craigs Investment Partners Limited,
Forsyth Barr Limited, Jarden Securities Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch)
Listing Rules The listing rules applying to the NZX Main Board, as amended from time to time
Maturity Date 21 May 2027
Minimum
Interest Rate
The minimum Interest Rate, expected to be announced by SkyCity on the Opening Date
NZXNZX Limited
NZX Debt Market The debt security market operated by NZX
NZX FirmAny company, firm, organisation or corporation designated or approved as a Primary
Market Participant (as defined in the NZX Participant Rules made by NZX from time
to time) from time to time by NZX
NZX Main Board The main board equity security market operated by NZX
Offer The offer of Bonds made by SkyCity under this PDS
Offer RegisterThe online offer register maintained by the Companies Office and the Registrar
of Financial Service Providers known as "Disclose" and accessible online at
www.business.govt.nz/disclose offer number (OFR13093)
Opening Date Monday, 10 May 2021
PDS This product disclosure statement
Principal Amount $1.00 per Bond
Principal Lending
Facility
Has the meaning given to it in the Trust Deed
Rate Set Date Friday, 14 May 2021
RegistrarComputershare Investor Services Limited
Series Supplement The Series Supplement dated 29 April 2021 between SkyCity and the Supervisor
setting the terms and conditions of the Bonds (as amended or supplemented from
time to time), a copy of which is available on the Offer Register
ShareAn ordinary share in SkyCity
SkyCitySkyCity Entertainment Group Limited
SkyCity GroupSkyCity and its subsidiaries
Special ResolutionA resolution approved by Bondholders with a combined Principal Amount of
not less than 75% of the aggregate Principal Amount of the Bonds held by those
persons who are entitled to vote and who vote on the question
Supervisor Public Trust or such other supervisor as may hold office as supervisor under the Trust
Deed from time to time

35
Swap RateThe mid-market swap rate for an interest rate swap of a term matching the period
from the Issue Date to the Maturity Date, as calculated by the Arranger in consultation
with SkyCity, according to market convention, with reference to Bloomberg page
'ICNZ4' (or any successor page) on the Rate Set Date and expressed on a quarterly
basis (rounded to 2 decimal places, if necessary, with 0.005 being rounded up)
Syndicated Facility
Agreement
The facility agreement dated 9 March 2011 as amended and restated from time to time
between SkyCity, certain lenders and ANZ Bank New Zealand Limited as facility agent
Trust Deed The Master Trust Deed dated 29 April 2021 between SkyCity and the Supervisor
pursuant to which certain bonds, including the Bonds, may be issued (as amended or
supplemented from time to time), a copy of which is available on the Offer Register,
and, where the context requires, includes the Series Supplement
USPP NotesThe debt instruments issued by members of the SkyCity Group to certain financiers
under a note purchase agreement dated 23 November 2017 (as amended and
restated from time to time)

skycityentertainmentgroup.com

---

INDICATIVE
TERMS SHEET
Unsecured, Unsubordinated,
Fixed Rate 6 Year Bonds
30 April 2021
Joint Lead Managers

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
2

3
Indicative terms sheet for an issue of up to NZ$125 million of 6 year,
unsecured, unsubordinated, fixed rate bonds (plus up to an additional
NZ$50 million of oversubscriptions) due 21 May 2027.
This document gives you important information about this investment to help you decide whether you
want to invest and should be read together with the product disclosure statement for the Bonds (PDS)
dated 30 April 2021. There is other useful information about this offer on www.business.govt.nz/disclose
offer number OFR13093.
The PDS is also available at www.skycityentertainmentgroup.com/BondOffer, and can also be obtained
from the Joint Lead Managers, or your usual financial adviser. Investors must obtain, and should read and
carefully consider, a copy of the PDS before they apply for Bonds.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
IssuerSkyCity Entertainment Group Limited (SkyCity).
Description
of the Bonds
Unsecured, unsubordinated, fixed rate bonds (Bonds).
Term and
Maturity Date
6 years, maturing on 21 May 2027.
Offer AmountUp to NZ$125 million (with the ability to accept oversubscriptions of up to an
additional NZ$50 million at SkyCity’s discretion).
The offer of Bonds (Offer) is not underwritten.
PurposeThe Offer forms part of SkyCity Group’s ongoing capital management strategy,
enhancing diversity of sources of funding and lengthening the debt maturity profile.
The net proceeds of the Offer will be used to reduce the drawings on SkyCity’s
bank facilities.

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
4
Financial CovenantsSkyCity gives certain financial undertakings to the Supervisor and Bondholders,
namely that:
Financial Covenants:
• Total Prior Ranking Debt at no time exceeds 10% of Guaranteeing Group Total
Tangible Assets; and
• Net Group Debt does not exceed 75% of the aggregate of Net Group Debt, Share
Capital and Retained Earnings as at 30 June and 31 December in each year,
provided that:
– if Retained Earnings is a negative number then the relevant amount of Retained
Earnings shall be deducted from the aggregate of Net Group Debt and Share
Capital; and
– all reserves shall be excluded from the definition of Share Capital and Retained
Earnings in the calculation of this ratio; and
• the Guarantors pursuant to the Deed of Guarantee shall consist of not less than all
members of the Consolidated Group who are guarantors or obligors of borrowed
money indebtedness owing pursuant to any Principal Lending Facility, provided that
if at any time:
– there is no Principal Lending Facility; and
– the aggregate Total Tangible Assets of SkyCity and any Guarantors by reference
to any compliance certificate delivered to the Supervisor are less than 200 per
cent of the Face Value of all Bonds on issue at that time (Minimum TTA),
SkyCity will ensure that, from such time, subsidiaries of SkyCity become
Guarantors in accordance with the Deed of Guarantee (but subject to the grace
periods set out in the Deed of Guarantee) such that, immediately after those
subsidiaries become Guarantors, the aggregate Total Tangible Assets of SkyCity
and all Guarantors are not less than the Minimum TTA.
A breach by SkyCity of these financial covenants can lead to an Event of Default
(subject to certain grace periods).
Refer to the Trust Deed and the PDS for more detail on covenants that will apply to
the Bonds.
Distribution
Restriction
Under the Trust Deed, SkyCity and the other Guarantors are not permitted to make
any distribution to a shareholder (other than to a Guarantor) if any Event of Default
has occurred and is continuing (or would occur as a result of that distribution).

5
Credit Rating
Issuer Credit RatingExpected Issue Credit
Rating
S&P Global RatingsBBB- (Stable Outlook)BBB-
A credit rating is an independent opinion of the capability and willingness of any
entity to repay its debts (in other words, its creditworthiness). It is not a guarantee that
a financial product is a safe investment. A credit rating should be considered alongside
all other relevant information when making any investment decision. A credit rating is
not a recommendation by any rating organisation to buy, sell or hold Bonds. The above
issuer credit rating is current as at the date of this Terms Sheet and any credit rating
may be subject to suspension, revision or withdrawal at any time by the assigned
rating organisation.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Deed of Guarantee.
More information on the Guarantee can be found in section 5 of the PDS
(Key features of the Bonds).
SecurityThe Bonds are not secured against any asset of the SkyCity Group.
RankingOn a liquidation of SkyCity, the Bonds will rank equally with all other unsecured,
unsubordinated obligations of SkyCity and will rank:
• after all secured creditors (if any) and creditors preferred by law;
• equally with other Bondholders and equally among the rights and claims of
holders of equal ranking obligations (including the lenders of SkyCity’s bank debt
and the holders of the USPP Notes and all other unsecured obligations, including
trade creditors); and
• ahead of holders of subordinated debt (if any) and ahead of holders of Shares.
More information on the ranking of the Bonds is set out in section 5 of the PDS
(Key features of the Bonds).
Who May Apply
Under the Offer
All of the Bonds offered under the Offer (including any oversubscriptions) have been
reserved for subscription by clients of the Joint Lead Managers, NZX Firms and other
approved financial intermediaries invited to participate in the bookbuild conducted
by the Joint Lead Managers. There will be no public pool for the Bonds.
No person may apply for Bonds (including through a Joint Lead Manager, NZX
Firm or other approved financial intermediary) unless they have obtained a copy of
the PDS.

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
6
Interest RateThe Interest Rate will be determined by SkyCity in conjunction with the Arranger on
the Rate Set Date (following a bookbuild). It will be announced via NZX and ASX on
the Rate Set Date.
The Interest Rate will be equal to the greater of:
(i) the minimum Interest Rate; and
(ii) the sum of:
(a) the Issue Margin determined following the bookbuild and announced via
NZX and ASX on the Rate Set Date; and
(b) the Swap Rate on the Rate Set Date.
The minimum Interest Rate and indicative Issue Margin will be announced via NZX
and ASX on or about the Opening Date.
Issue MarginDetermined by SkyCity in conjunction with the Joint Lead Managers following the
bookbuild for the Offer and as announced by SkyCity via NZX and ASX on the
Rate Set Date.
Swap RateThe mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
SkyCity, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or
any successor page) on the Rate Set Date and expressed on a quarterly basis (rounded
to 2 decimal places, if necessary, with 0.005 being rounded up).
Interest Payment
Dates and
Entitlement
Interest will be paid quarterly in arrear in equal payments on 21 February, 21 May,
21 August and 21 November in each year (or if that day is not a Business Day, the next
Business Day without adjustment, interest or further payment as a result thereof)
until and including the Maturity Date (each an Interest Payment Date).
The First Interest Payment Date is 21 August 2021 (with payment on 23 August 2021,
being the first Business Day following the First Interest Payment Date).
Any interest on the Bonds payable on a date which is not an Interest Payment Date
will be calculated on the basis of the number of days elapsed and a 365-day year
and shall accrue in respect of the period from, and including, the previous Interest
Payment Date until, but excluding, the date for payment of that interest.
The record date for interest payments is 5.00pm on the date 10 days before the
due date for that payment (or if that day is not a Business Day, on the Business Day
immediately preceding such day).

7
Early RedemptionBondholders have no right to require SkyCity to redeem the Bonds prior to the
Maturity Date. However, SkyCity may be required to repay the Bonds early if there is
an Event of Default (as described in the PDS and the Trust Deed).
SkyCity may elect to redeem all, but not some only, of the Bonds for cash on any
Interest Payment Date on or after the third anniversary of the Issue Date by giving
not less than 20 Business Days’ notice to the Supervisor and each Bondholder.
In the event of early redemption, SkyCity will pay to Bondholders the greater of:
• the Principal Amount of the Bonds; and
• the average market price of the Bonds calculated in accordance with the
Series Supplement (adjusted to exclude the value attributable to the next
scheduled but unpaid interest payment),
in each case, plus all accrued interest as at the redemption date and any other
amount due and payable in respect of the Bonds (less withholding tax and any other
required deductions).
See section 5.5 of the PDS (Early Redemption) for more information.
Issue PriceNZ$1.00 per Bond, being the Principal Amount of each Bond.
Minimum
Application Amount
NZ$5,000 and multiples of NZ$1,000 thereafter.
ScalingSkyCity may scale applications at its discretion, but will not scale any application to
below NZ$5,000 or to an amount that is not a multiple of NZ$1,000.
ISINNZSKCDT001C7.
QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX
Debt Market and all the requirements of NZX relating to that quotation that can
be complied with on or before the date of the PDS have been duly complied with.
However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in the PDS.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the Financial Markets Conduct Act 2013.
NZX ticker code SKC050 has been reserved for the Bonds.
Transfer RestrictionsSkyCity may decline to accept or register a transfer of the Bonds if the transfer would
result in the transferor or the transferee holding or continuing to hold Bonds with
a Principal Amount of less than NZ$5,000 (if not zero) or if the transfer is not in a
multiple of NZ$1,000.
ArrangerWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) (Westpac).

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
8
Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123
124) (acting through its New Zealand branch), Craigs Investment Partners Limited,
Forsyth Barr Limited, Jarden Securities Limited and Westpac.
SupervisorPublic Trust.
Securities RegistrarComputershare Investor Services Limited.
Brokerage0.50% brokerage plus 0.25% on firm allocations, paid by SkyCity.
Governing LawNew Zealand.
Selling RestrictionsThis is an offer of Bonds to institutional investors and members of the public who are
resident in New Zealand and certain overseas institutional investors only.
SkyCity has not taken and will not take any action which would permit a public
offering of Bonds, or possession or distribution of any offering material in respect of
the Bonds (including this Terms Sheet), in any country or jurisdiction where action
for that purpose is required (other than New Zealand).
This Terms Sheet may only be published, delivered or distributed in compliance with
all applicable laws and regulations (including those of the country or jurisdiction in
which this Terms Sheet is published, delivered or distributed).
The Bonds may only be offered for sale or sold in a jurisdiction outside of New Zealand
in compliance with the selling restrictions referred to in the Schedule to this
Terms Sheet and all applicable laws and regulations in the applicable jurisdiction.
The selling restrictions may be modified by SkyCity and the Joint Lead Managers,
including following a change in a relevant law, regulation or directive.
By subscribing for or otherwise acquiring any Bonds, each investor agrees to
indemnify SkyCity, the Supervisor, the Joint Lead Managers and their respective
directors, officers, employees and agents for any loss, cost, liability or damages
suffered or incurred as a result of that investor breaching the selling restrictions
referred to in the Schedule to this Terms Sheet.
DocumentationThe terms of the Offer of the Bonds are set out in the PDS.
Other terms of the Bonds are set out in:
• the Trust Deed;
• the Series Supplement; and
• the Deed of Guarantee.
You should read each of these documents. Copies may be obtained from the Offer
Register at www.business.govt.nz/disclose, offer number OFR13093. Copies are also
available at www.skycityentertainmentgroup.com/BondOffer.

9
Opening DateMonday, 10 May 2021
Closing DateFriday, 14 May 2021 at 12.00pm (NZ time)
Rate Set DateFriday, 14 May 2021
Issue DateFriday, 21 May 2021
Expected Date of Initial Quotation
and Trading of the Bonds on the
NZX Debt Market
Monday, 24 May 2021
Interest Payment Dates21 February, 21 May, 21 August and 21 November in each year
1
First Interest Payment Date21 August 2021 (with payment on 23 August 2021, being the first
Business Day following the First Interest Payment Date)
Maturity DateFriday, 21 May 2027
2
Notes to table:
1. If any Interest Payment Date is not a Business Day, payment will be made on the next Business Day.
2. Unless redeemed before the Maturity Date as permitted under the Trust Deed. See section 5 of the PDS (Key features of the Bonds) for more
information.
The timetable is indicative only and subject to change. SkyCity may, in its absolute discretion and without
notice, determine to vary the timetable (including by opening or closing the Offer early, accepting late
applications and extending the Closing Date). Changes will be advised by way of announcement through
NZX and ASX.
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of initial quotation and
trading of the Bonds on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may also
be extended. Any such changes will not affect the validity of any applications received.
SkyCity reserves the right to cancel the Offer and the issue of the Bonds, in which case any application
monies received will be refunded (without interest) as soon as practicable and in any event within five
Business Days of the cancellation.
Important Dates

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
10
Schedule – Selling Restrictions
and Indemnity
Selling Restrictions
SkyCity has not taken and will not take any action
which would permit a public offering of Bonds, or
possession or distribution of any offering material in
respect of the Bonds, in any country or jurisdiction
where action for that purpose is required (other
than New Zealand).
Any information memorandum, disclosure
statement, circular, advertisement or other offering
material in respect of the Bonds may only be
published, delivered or distributed in compliance
with all applicable laws and regulations (including
those of the country or jurisdiction in which the
material is published, delivered or distributed).
The Bonds may only be offered for sale or sold in a
jurisdiction outside of New Zealand in compliance
with the selling restrictions referred to below and
all applicable laws and regulations in the applicable
jurisdiction.
There are specific selling restrictions that apply to
an offer of the Bonds in the European Economic
Area, the United Kingdom, Australia, Hong Kong,
Japan and Singapore.
These selling restrictions do not apply to an offer of
the Bonds in New Zealand.
These selling restrictions may be modified by
SkyCity and the Joint Lead Managers, including
following a change in a relevant law, regulation or
directive. Persons into whose hands the PDS comes
are, and each Bondholder is, required by SkyCity
and the Joint Lead Managers to comply with all
applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer,
sell or deliver Bonds or have in their possession or
distribute such offering material, in all cases at their
own expense.
Without limiting the generality of the above, the
following selling restrictions apply in respect of
each relevant jurisdiction:
(i) European Union
Neither the PDS nor any Terms Sheet or any other
document relating to the Offer has been, and will
not be, registered with or approved by any securities
regulator in the European Union. Accordingly, this
document may not be made available, nor may
the Bonds be offered for sale, in the European
Union except in circumstances that do not require
a prospectus under Article 1(4) of Regulation (EU)
2017/1129 of the European Parliament and the
Council of the European Union (the Prospectus
Regulation).
In accordance with Article 1(4)(a) of the Prospectus
Regulation, an offer of Bonds in the European Union
is limited to persons who are “qualified investors” (as
defined in Article 2(e) of the Prospectus Regulation).
(ii) United Kingdom
Neither the PDS nor any Terms Sheet or any other
document relating to the offer has been delivered
for approval to the Financial Conduct Authority in
the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and
Markets Act 2000, as amended (FSMA)) has been
published or is intended to be published in respect
of the Bonds.
The PDS and any Terms Sheet are issued on a
confidential basis to “qualified investors” (within
the meaning of Article 2(e) of the UK Prospectus
Regulation) in the United Kingdom, and the
Bonds may not be offered or sold in the United
Kingdom by means of the PDS, any Terms Sheet,
any accompanying letter or any other document,
except in circumstances which do not require
the publication of a prospectus pursuant to
section 86(1) of the FSMA. Neither the PDS nor
any Terms Sheet should be distributed, published
or reproduced, in whole or in part, nor may their
contents be disclosed by recipients to any other
person in the United Kingdom.
Any invitation or inducement to engage in
investment activity (within the meaning of
section 21 of the FSMA) received in connection
with the issue or sale of the Bonds has only been
communicated or caused to be communicated
and will only be communicated or caused to
be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA
does not apply to SkyCity.
In the United Kingdom, documents are being
distributed only to, and are directed at, persons
(i) who have professional experience in matters

11
relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services
and Markets Act 2000 (Financial Promotions) Order
2005 (FPO), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise
be lawfully communicated (together relevant
persons). The investments to which any such
documents relate are available only to, and any
offer or agreement to purchase will be engaged
in only with, relevant persons. Any person who is
not a relevant person should not act or rely on this
document or any of its contents.
(iii) Singapore
The PDS, any Terms Sheet and any other materials
relating to the Bonds have not been, and will not be,
lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore.
Accordingly, the PDS, any Terms Sheet and any
other document or materials in connection with
the offer or sale, or invitation for subscription or
purchase, of Bonds, may not be issued, circulated or
distributed, nor may the Bonds be offered or sold, or
be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to
persons in Singapore except pursuant to and in
accordance with exemptions in Subdivision (4) of
Division 1, Part XIII of the Securities and Futures Act,
Chapter 289 of Singapore (the SFA), or as otherwise
pursuant to, and in accordance with the conditions
of any other applicable provisions of the SFA.
Any documents relating to the Bonds have
been given to you on the basis that you are (i) an
“institutional investor” (as defined in the SFA) or
(ii) an “accredited investor” (as defined in the SFA).
In the event that you are not an investor falling
within any of the categories set out above, please
return those documents immediately. You may not
forward or circulate those documents to any other
person in Singapore.
Any offer is not made to you with a view to the
Bonds being subsequently offered for sale to
any other party. There are on-sale restrictions in
Singapore that may be applicable to investors
who acquire Bonds. As such, investors are advised
to acquaint themselves with the SFA provisions
relating to resale restrictions in Singapore and
comply accordingly.
(iv) Australia
No prospectus or other disclosure document
(as defined in the Corporations Act 2001 of
Australia (Corporations Act)), offering material or
advertisement in relation to the Bonds (including
the PDS) has been, or will be, lodged with, or
registered by, the Australian Securities and
Investments Commission (ASIC), ASX Limited (ASX)
(or any successor thereto) or any other regulatory
authority in Australia. No person may:
• make or invite (directly or indirectly) an offer of
the Bonds for issue, sale or purchase in, to or from
Australia (including an offer or invitation which is
received by a person in Australia); and
• distribute or publish, the PDS, any Terms Sheet,
information memorandum, prospectus or
other disclosure document (as defined in the
Corporations Act) or any other offering material
or advertisement relating to the Bonds in
Australia,
unless:
• the minimum aggregate consideration payable
by each offeree or invitee is at least A$500,000
(or its equivalent in an alternative currency and,
in either case, disregarding moneys lent by the
offeror or its associates) or the offer or invitation
otherwise does not require disclosure to investors
in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;
• the offer or invitation is not made to a person
who is a “retail client” within the meaning of
section 761G of the Corporations Act;
• such action complies with all applicable laws,
regulations and directives; and
• such action does not require any document to
be lodged with, or registered by, ASIC, ASX (or
any successor thereto) or any other regulatory
authority in Australia.

SkyCity Entertainment Group Indicative Terms Sheet 30 April 2021
12
By applying for the Bonds under the PDS, each
person to whom the Bonds are issued will be
deemed by SkyCity and the Joint Lead Managers
to have undertaken not to on-sell the Bonds within
12 months from their issue, unless either:
• that sale is to an investor within one of the
categories set out in sections 708(8) or 708(11) of
the Corporations Act to whom it is lawful to offer
the Bonds in Australia without a prospectus or
other disclosure document lodged with ASIC; or
• the sale offer is received outside Australia.
The PDS is not, and under no circumstances is to be
construed as, an advertisement or public offering of
any Bonds in Australia.
(v) Hong Kong
WARNING: The PDS and any Terms Sheets
have not been, and will not be, registered as a
prospectus under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32)
of Hong Kong, nor has it been authorised by the
Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance
(Cap. 571) of the Laws of Hong Kong (the SFO). No
action has been taken in Hong Kong to authorise
or register the PDS or to permit the distribution of
the PDS or any documents (including any Terms
Sheet) issued in connection with it. Accordingly, the
Bonds have not been and will not be offered or sold
in Hong Kong other than to “professional investors”
(as defined in the SFO and any rules made under
that ordinance).
No advertisement, invitation or document relating
to the Bonds has been or will be issued, or has
been or will be in the possession of any person for
the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are
likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with
respect to Bonds that are or are intended to be
disposed of only to persons outside Hong Kong or
only to professional investors. No person allotted
Bonds may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public
in Hong Kong within six months following the date
of issue of such securities.
The contents of the PDS or any Terms Sheet have
not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in
relation to the Offer. If you are in doubt about any
contents of the PDS or any Terms Sheet, you should
obtain independent professional advice.
(vi) Japan
The Bonds have not been and will not be registered
under Article 4, paragraph 1 of the Financial
Instruments and Exchange Act of Japan (Act No.
25 of 1948), as amended (the FIEA) pursuant to
an exemption from the registration requirements
applicable to a private placement of securities
to Qualified Institutional Investors (as defined
in and in accordance with Article 2, paragraph
3 of the FIEA and the regulations promulgated
thereunder). Accordingly, the Bonds may not be
offered or sold, directly or indirectly, in Japan or to,
or for the benefit of, any resident of Japan other
than Qualified Institutional Investors. Any Qualified
Institutional Investor who acquires Bonds may not
resell them to any person in Japan that is not a
Qualified Institutional Investor, and acquisition by
any such person of Bonds is conditional upon the
execution of an agreement to that effect.
Indemnity
By its subscription for the Bonds, each Bondholder
agrees to indemnify SkyCity, the Joint Lead
Managers and the Supervisor and each of their
respective directors, officers, employees and agents
for any loss, cost, liability or damages suffered
or incurred as a result of the breach by that
Bondholder of the selling restrictions set out above.

skycityentertainmentgroup.com

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