FIXED RATE BOND OFFER – REVISED INDICATIVE ISSUE MARGIN

14 May 2021

Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
WELLINGTON

Copy to:

ASX Market Announcements
Australian Stock Exchange
Exchange Centre
Level 6
20 Bridge Street
Sydney NSW 2000
AUSTRALIA


RE: SKYCITY ENTERTAINMENT GROUP LIMITED (SKC)
FIXED RATE BOND OFFER – REVISED INDICATIVE ISSUE MARGIN

Please find attached:

(a) a market release; and

(b) accompanying updated indicative term sheet,

relating to the retail bond offer announced by SkyCity Entertainment Group Limited on
30 April 2021.


Authorised by:


Jo Wong
Company Secretary
Phone: +64 9 363 6143
Email: jo.wong@skycity.co.nz

---

27606645
Classification: PROTECTED
MARKET RELEASE
SkyCity Entertainment Group Limited
(SKC.NZX/SKC.AX)



14 May 2021

SKYCITY ENTERTAINMENT GROUP LIMITED REVISES INDICATIVE ISSUE MARGIN
RANGE FOR FIXED RATE BOND OFFER AND EXTENDS CLOSING TIME FOR THE
BOOKBUILD
As announced on 30 April 2021, SkyCity Entertainment Group Limited (“SkyCity”) is offering
up to NZ$125 million (with the ability to accept oversubscriptions of up to an additional $50
million at SkyCity's discretion), of 6 year, unsecured, unsubordinated, fixed rate bonds
maturing on 21 May 2027 to institutional investors and New Zealand retail investors.
Following this, on Monday 10 May 2021, SkyCity announced an indicative issue margin
range and minimum interest rate for the bonds.

Subsequent to that announcement, SkyCity has, in response to market changes, today
revised the indicative issue margin range to 1.60% to 1.70% per annum over the underlying
swap rate. The minimum interest rate remains unchanged at 3.00% per annum.

The issue margin and interest rate for the bonds will be set following a bookbuild process.
That bookbuild process was scheduled to be completed by 12.00pm today (NZ time).
However, SkyCity announces that the bookbuild process will now close at 1.00pm (NZ time)
on Monday, 17 May 2021, and the Rate Set Date (as defined in the PDS as being 14 May 2021)
will now be 17 May 2021.
Full details of the offer are contained in the Product Disclosure Statement (“PDS”). The PDS
is available through www.skycityentertainmentgroup.com/BondOffer
or by contacting a
Joint Lead Manager or your usual financial adviser, and must be obtained by investors
before they decide to acquire any bonds. The PDS (together with further information in
relation to the bonds and the offer) is also available on the Disclose Register at
www.companiesoffice.govt.nz/disclose under SkyCity’s offer number OFR13093. There are
restrictions on offering, issuing or selling bonds outside New Zealand, as set out in the
Disclose Register entry for the offer.
A copy of the indicative terms sheet (updated for the revised indicative issue margin range
set out above and the revised closing time of the bookbuild) has been provided to NZX with
this announcement and that terms sheet and other related documents concerning the
bonds are also available through www.skycityentertainmentgroup.com/BondOffer.
Interested investors should contact a Joint Lead Manager or their usual financial adviser.

27606645
Classification: PROTECTED

Arranger and Joint Lead Manager


0800 772 142

Joint Lead Managers




0800 269 476 0800 272 266 0800 226 263




0800 367 227 0800 005 678

ENDS

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INDICATIVE
TERMS SHEET
Unsecured, Unsubordinated,
Fixed Rate 6 Year Bonds
14 May 2021
Joint Lead Managers

SkyCity Entertainment Group Indicative Terms Sheet 14 May 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 14 May 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 RatingIssue 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 14 May 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 of 3.00% per annum; 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.
Issue MarginThe indicative Issue Margin is 1.60% – 1.70% per annum. The Issue Margin (which
may be above or below the indicative Issue Margin) will be determined 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 14 May 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 DateMonday, 17 May 2021 at 1.00pm (NZ time)
Rate Set DateMonday, 17 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 14 May 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 14 May 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