Obligation Adani Abbot Point Terminal Pty Ltd 4.45% ( USQ0102FAD70 ) en USD

Société émettrice Adani Abbot Point Terminal Pty Ltd
Prix sur le marché 97.3 %  ⇌ 
Pays  Australie
Code ISIN  USQ0102FAD70 ( en USD )
Coupon 4.45% par an ( paiement semestriel )
Echéance 14/12/2022 - Obligation échue



Prospectus brochure de l'obligation Adani Abbot Point Terminal Pty Ltd USQ0102FAD70 en USD 4.45%, échue


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Cusip Q0102FAD7
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's N/A
Description détaillée L'Obligation émise par Adani Abbot Point Terminal Pty Ltd ( Australie ) , en USD, avec le code ISIN USQ0102FAD70, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022
L'Obligation émise par Adani Abbot Point Terminal Pty Ltd ( Australie ) , en USD, avec le code ISIN USQ0102FAD70, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







Adani Abbot Point Terminal Pty Ltd
(ABN 93 149 298 206)
U.S.$500,000,000 4.450% Guaranteed Senior Secured Notes due 2022
fully and unconditionally guaranteed by
Mundra Port Holdings Pty Ltd
(ABN 94 150 520 835)
in its personal capacity and as trustee of the Mundra Port Holdings Trust
We are offering U.S.$500,000,000 of our 4.450% guaranteed senior secured notes due 2022 (the " Notes").
Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year,
beginning June 15, 2018. The Notes will mature on December 15, 2022.
Mundra Port Holdings Pty Ltd in its personal capacity and as trustee of the Mundra Port Holdings Trust
(the "Trust" and Mundra Port Holdings Pty Ltd in those capacities, the " Guarantor") has unconditionally and
irrevocably guaranteed payments of interest and principal under the Notes to the extent of the assets of the Trust
available to it.
The Notes will be our senior secured obligations and will rank equally in right of payment with all of our
existing and future senior secured obligations and senior in right of payment and priority in security to any of
our existing and future unsecured or subordinated obligations, other than in any case indebtedness mandatorily
preferred by law. See "Description of the Notes". The collateral securing the Notes will consist of all of our
assets, other than our distributions account. This collateral also secures our other senior secured obligations. All
of our senior secured debt, including the Notes, when issued, is guaranteed by the Guarantor. The collateral
securing the guarantee consists of the assets of the Guarantor, other than the Guarantor's distributions account.
See "Description of the Collateral".
We may, at our option, redeem all or part of the Notes at any time at par together with, in certain
circumstances only, a make-whole payment. Upon the occurrence of a Change of Control Triggering Event (as
defined in "Description of the Notes--Maturity and Redemption"), we must make an offer to repurchase all
Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest,
if any, to the date of repurchase. Additionally, we may redeem all or part of the Notes upon the occurrence of
certain changes in applicable tax laws. The redemption provisions are more fully described in this offering
memorandum in "Description of the Notes--Maturity and Redemption".
For a detailed description of the Notes, see "Description of the Notes" beginning on page 154.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 19.
Price for the Notes: 99.361% plus accrued interest, if any, from December 11, 2017
The Notes have not been registered under the Securities Act of 1933 (the " Securities Act"), and are being
offered only (1) in the United States to qualified institutional buyers under Rule 144A under the Securities Act
("Rule 144A") and (2) outside the United States in compliance with Regulation S under the Securities Act
("Regulation S"). You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. For a description
of certain restrictions on transfer, see "Transfer Restrictions" beginning on page 293.
We expect the Notes to be ready for delivery in book-entry form through the facilities of The Depository
Trust Company ("DTC") and its participants, including Clearstream Banking S.A. ("Clearstream") and Euroclear
Bank SA/NV ("Euroclear"), on or about December 11, 2017.
Joint Lead Managers
Stifel
Investec
Haitong International
November 30, 2017


TABLE OF CONTENTS
Page
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Management's Discussion and Analysis of Financial Condition and Results of Operations . .
57
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Our Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
The Issuer, the Guarantor and the Adani Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Description of the Operator and the O&M Subcontractor . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
Description of the Users and the User Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
Description of the Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
Certain Relationships and Related-Party Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245
Summary Description of the Initial Syndicated Facility Agreement, the A$ Notes and the
USPP Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
247
Summary Description of the Principal Project Documents . . . . . . . . . . . . . . . . . . . . . . . . . .
250
Regulation of the Terminal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
265
Certain Australian and United States Federal Income Tax Consequences . . . . . . . . . . . . . . .
276
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
293
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
296
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
Independent Coal Market Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
299
Appendix A
--
Glossary of Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Appendix B
--
Pricing Methodology in Schedule 7 of the User Agreements . . . . . . .
B-1
Appendix C
--
Coal Market Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-1
Appendix D
--
T0 Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D-1
Index to Financial Statements and Combined Financial Information . . . . . . . . . . . . . . . . . . .
F-1
i


IMPORTANT INFORMATION
In this offering memorandum, references to (a) "we", "us", "our" and "our company" refer to
Adani Abbot Point Terminal Pty Ltd, a company incorporated with limited liability under the laws
of the Commonwealth of Australia; (b) "Guarantor" refers to Mundra Port Holdings Pty Ltd, a
company incorporated with limited liability under the laws of the Commonwealth of Australia, in
its personal capacity and as trustee of the Trust, and (c) "Trust" refers to Mundra Port Holdings
Trust, in each instance unless the context otherwise requires or unless specified otherwise.
You should rely only on the information contained in this offering mem orandum. Neither
we nor the Initial Purchasers have authorized anyone to provide you with any other
information. If any person provides you with different or inconsistent information, you should
not rely on it.
This offering memorandum has been prepared by us solely for use in connection with the
proposed offering of the Notes.
We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to
sell less than all of the Notes offered by this offering memorandum. Haitong International
Securities Company Limited, Investec Bank plc and Stifel Nicolaus Europe Limited will act as
Initial Purchasers with respect to the offering of the Notes (the "Initial Purchasers"). The Notes
are being offered in connection with the partial refinancing of our Existing Finance Debt in
connection with the terminal. This offering memorandum is personal to you and does not
constitute an offer to any other person or to the public in general to subscribe for or otherwise
acquire the Notes.
Having made all reasonable inquiries, we confirm that, to the best of our knowledge and
belief (having taken all reasonable care to ensure that such is the case), (i) this offering
memorandum contains all information that is material in the context of the issuance and offering
of the Notes; (ii) the information contained in this offering memorandum is true and accurate in
all material respects and is not misleading; (iii) there are no other facts the omission of which
would make this offering memorandum or any such information misleading; and (iv) the opinions
and intentions expressed in this offering memorandum with regard to the Issuer and its
subsidiaries and affiliates are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions. Accordingly, we accept responsibility for
the information contained in this offering memorandum.
The information appearing in this offering memorandum is accurate only as of the date on
the front cover of this offering memorandum or otherwise as of any date to which specific
reference is made in connection with such information. Our business, financial results, financial
condition, cash flows and results of operations may have changed since that date.
This offering memorandum is highly confidential. Distribution of this offering memorandum
by you to any person other than those persons retained to advise you is unauthorized, and any
disclosure of any of the contents of this offering memorandum without our prior written consent is
prohibited. By accepting delivery of this offering memorandum, you agree to the foregoing and to
make no photocopies of this offering memorandum, and, if you do not purchase the Notes or the
offering is terminated for any reason, to return this offering memorandum to: Haitong International
Securities Company Limited (22nd Floor, Li Po Chun Chambers, 189 Des Voeux Road Central,
Hong Kong), Investec Bank plc (2 Gresham Street, London, EC2V 7QP, United Kingdom) or Stifel
Nicolaus Europe Limited (150 Cheapside, London EC2V 6ET, United Kingdom).
ii


You must (1) comply with all applicable laws and regulations in force in any jurisdiction in
connection with the possession or distribution of this offering memorandum and the purchase,
offer or sale of the Notes, and (2) obtain any required consent, approval or permission for the
purchase, offer or sale by you of the Notes under the laws and regulations applicable to you in
force in any jurisdiction to which you are subject or in which you make such purchases, offers or
sales, and neither we nor the Initial Purchasers or their respective agents have any responsibility
therefore. By purchasing the Notes, you will be deemed to have acknowledged that you have made
certain acknowledgements, representations and agreements as set forth under the section headed
"Transfer Restrictions".
You should not construe the contents of this offering memorandum as investment, legal or
tax advice. You should consult your own counsel, accountant and other advisors as to legal, tax,
business, financial and related aspects of a purchase of the Notes. We are not, and the Initial
Purchasers are not, making any representation to you regarding the legality of an investment in the
Notes by you under applicable legal investment or similar laws.
In making an investment decision regarding the Notes offered by this offering memorandum,
you must rely on your own examination of us and the Guarantor and the terms of this offering,
including, without limitation, the merits and risks involved. This offering is being made on the
basis of this offering memorandum.
The Notes will be guaranteed by the Guarantor. In addition, in certain circumstances the
Holders (as defined herein) of the Notes may enforce (through BTA Institutional Services Australia
Limited (ACN 002 916 396) (the "Security Trustee")) the security interests granted by us and the
Guarantor as part of the collateral package. Our other senior secured obligations are also
guaranteed by the Guarantor and will be secured by the same collateral as the Notes. See
"Description of the Notes".
None of The Bank of New York Mellon (the "Note Trustee", the "Note Principal Paying
Agent", the "Transfer Agent", and the "Note Registrar"), the Security Trustee or the Initial
Purchasers has independently verified the information contained in this offering memorandum. No
representation or warranty, express or implied, is made by the Initial Purchasers or by their
respective U.S. selling agents or the Note Trustee, the Note Principal Paying Agent, the Transfer
Agent, the Note Registrar or the Security Trustee as to the accuracy or completeness of such
information, and nothing contained in this offering memorandum and Appendices is, or shall be
relied upon as, a promise or representation by the Initial Purchasers or such agents or the Note
Trustee, the Note Principal Paying Agent, the Transfer Agent, the Note Registrar or the Security
Trustee regarding, and no responsibility or liability is accepted by any of them as to, the accuracy
or completeness of the information contained in this offering memorandum or any other
information provided by the Issuer in connection with the issue of the Notes. None of the Note
Trustee, the Note Principal Paying Agent, the Transfer Agent, the Note Registrar or the Security
Trustee or the Initial Purchasers accepts any liability in relation to the information contained in
this offering memorandum or any other information provided by us in connection with the issue of
the Notes. Advisors or consultants named in this offering memorandum have acted pursuant to the
terms of their respective engagements and do not make, and should not be taken to have verified,
any statement or information in this offering memorandum. This offering memorandum should not
be considered as a recommendation by the Initial Purchasers, the Note Trustee, the Note Principal
Paying Agent, the Transfer Agent, the Note Registrar or the Security Trustee that any recipient of
this offering memorandum should purchase the Notes.
Any of the Initial Purchasers or their respective affiliates may purchase the Notes for its or
their own account and enter into transactions, including credit derivatives, such as asset swaps,
repackaging and credit default swaps relating to the Notes and/or our other securities or securities
of the Guarantor or our respective affiliates at the same time as the offer and sale of the Notes or
in secondary market transactions. Such transactions may be carried out as bilateral trades with
iii


selected counterparties and separately from any existing sale or resale of the Notes to which this
offering memorandum relates (notwithstanding that such selected counterparties may also be
purchasers of the Notes). Furthermore, investors in the Notes may include entities affiliated with
us and the Guarantor.
In connection with the issue of the Notes, Stifel Nicolaus Europe Limited (or any person
acting for it) (the "Stabilizing Manager") may, outside of Australia, over-allot the Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which
might otherwise prevail for a limited period after the Issue Date. However, there is no obligation
on the Stabilizing Manager to do this. Such stabilizing if commenced may be discontinued at any
time, and must be brought to an end after a limited period. Such stabilizing shall be in compliance
with all applicable laws, regulations and rules.
By accepting delivery of this offering memorandum, you acknowledge that (1) you have been
afforded an opportunity to request from us and to review all additional information considered by
you to be necessary to verify the accuracy of, or to supplement, the information contained in this
offering memorandum, (2) you have not relied on the Initial Purchasers or any person affiliated
with the Initial Purchasers in connection with the investigation of the accuracy of such
information or your investment decision, (3) this offering memorandum relates to an offering that
is exempt from registration under the Securities Act, and (4) no person has been authorized to
give information or to make any representations concerning us, this offering or the Notes
described in this offering memorandum, other than as contained in this offering memorandum or
incorporated by reference herein, and information given by our duly authorized officers and
employees in connection with an investor's examination of us and the terms of the offering of the
Notes.
Laws in certain jurisdictions may restrict the distribution of this offering memorandum and
the offer and sale of the Notes. Persons into whose possession this offering memorandum or any
of the Notes are delivered must inform themselves about, and observe, those restrictions. Each
prospective purchaser of the Notes must comply with all applicable laws and regulations in force
in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this
offering memorandum and must obtain any consent, approval or permission required under any
regulations in force in any jurisdiction to which it is subject or in which it purchases, offers or
sells the Notes, and neither we nor the Initial Purchasers shall have any responsibility therefor.
See "Risk Factors" following the "The Offering" for a description of certain factors relating
to an investment in the Notes, including information about our business. None of us, the Initial
Purchasers or any of our or their representatives is making any representation to you regarding the
legality of an investment by you under applicable legal investment or similar laws. You should
consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the Notes.
NOTICE TO PROSPECTIVE INVESTORS
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to
buy, any Notes offered hereby by any person in any jurisdiction in which it is unlawful for such
person to make an offer or solicitation. You should assume that the information included in this
offering memorandum is accurate as of the date on the front cover only or, if a different date is
specified in this offering memorandum, that date. Neither the delivery of this offering
iv


memorandum nor any sale made hereunder shall under any circumstances imply that there has
been no change in our affairs or that the information set forth in this offering memorandum is
correct as of any date subsequent to the date of this offering memorandum or that other date (as
applicable).
This offering memorandum is being provided on a confidential basis (i) within the United
States to "qualified institutional buyers", as defined in Rule 144A, and (ii) to persons outside the
United States in offshore transactions complying with Regulation S under the Securities Act, in
each case solely for use in connection with this offering of Notes. Its use for any other purpose is
not authorized. This offering memorandum may not be copied or reproduced in whole or in part,
nor may it be distributed or any of its contents be disclosed to anyone other than the prospective
investors to whom it is being provided. By accepting delivery of this offering memorandum, you
agree to these restrictions and you also acknowledge that this offering memorandum contains
confidential information (including, without limitation, with respect to us, the Guarantor and the
Adani Group) and you agree that the use of this information for any purpose other than
considering a purchase of the Notes is strictly prohibited.
The Notes described in this offering memorandum have not been registered with,
recommended by or approved by the U.S. Securities and Exchange Commission (the "SEC") or
any other Federal, state or foreign securities commission or regulatory authority, nor has the SEC
or any other securities commission or authority passed upon the accuracy or adequacy of this
offering memorandum. Any representation to the contrary is a criminal offense.
No prospectus or other disclosure document (as defined in the Corporations Act) in relation
to the Notes or the Guarantee has been or will be lodged with or registered by the Australian
Securities and Investments Commission ("ASIC") or ASX Limited (operator of the Australian
Securities Exchange) (the "ASX") as a disclosure document for the purposes of the Corporations
Act as each offer for the issue of, any invitation to apply for the issue of, any offer for sale of,
any invitation for offers to purchase, the Notes to a person under this offering memorandum,
where that offer or invitation is received in Australia: (a) will be for a minimum aggregate
consideration payable by each offeree or invitee on acceptance of the offer or application (as the
case may be) of at least A$500,000 (or its equivalent in another currency, and disregarding any
amount paid or payable out of moneys lent by the Issuer or other person making the offer or
invitation or its "associates" (as defined in the Corporations Act)); or (b) does not otherwise
require disclosure to a person under Part 6D.2 or Part 7.9 of the Corporations Act and is not made
to a person who is a Retail Client (as defined in section 761G of the Corporations Act).
Prospective purchasers are hereby notified that sellers of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Neither we nor the Initial Purchasers is making an offer to sell the Notes in any jurisdiction
except where such an offer or sale is permitted. The distribution of this offering memorandum and
the offering itself may in certain jurisdictions be restricted by law. Persons into whose possession
this offering memorandum comes are required by us and the Initial Purchasers to inform
themselves about and to observe any such restrictions. For a description of the restrictions on
offers, sales and resales of the Notes and distribution of this offering memorandum, see the
sections headed "Transfer Restrictions" and "Plan of Distribution".
AVAILABLE INFORMATION
We are not subject to the information requirements of the US Securities Exchange Act of
1934 (the "Exchange Act") and the Notes will not be registered under the Securities Act. To
permit compliance with Rule 144A in connection with resales or transfers of the Notes, we and the
Guarantor have agreed that, for as long as the Notes are "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Act, we will provide a Holder of a Note or the owner of a
v


beneficial interest in a Note or any prospective purchaser designated by a Holder of a Note or
beneficial owner, upon the request of such Holder, beneficial owner or prospective purchaser,
information required to be delivered under Rule 144A(d)(4) if, at the time of such request, neither
we nor the Guarantor are a reporting company under Section 13 or 15(d) of the Exchange Act, or
exempt from reporting pursuant to Rule 12g3-2(b) thereunder. So long as the Notes remain
outstanding, we and the Guarantor will also provide to the Note Trustee certain financial and other
information as further described in "Description of the Notes".
DEFINED TERMS
Certain capitalized terms used in this offering memorandum and not defined have the
meanings assigned to them in the Glossary of Defined Terms set forth as Appendix A hereto,
beginning on page A-1 of this offering memorandum. The definitions of certain capitalized terms
that are defined in the Note Trust Deed, Common Terms Deed, Intercreditor Deed or Security
Trust Deed are provided in "Description of the Notes".
REFERENCES TO CREDIT RATINGS
There are references to credit ratings in this offering memorandum. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or
withdrawal at any time by the relevant assigning organization. Each credit rating should be
evaluated independently of any other credit rating.
Credit ratings are for distribution only to a person (a) who is not a "retail client" within the
meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional
investor or other investor in respect of whom disclosure is not required under Part 6D.2 or Part
7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in
accordance with applicable law in any jurisdiction in which the person may be located. Anyone
who is not such a person is not entitled to receive this offering memorandum and anyone who
receives this offering memorandum must not distribute it to any person who is not entitled to
receive it.
ENFORCEMENT OF JUDGMENTS IN AUSTRALIA
Each of the Issuer and the Guarantor is an Australian company registered with limited
liability under the Corporations Act.
Judgments obtained in the New York courts
Any final and conclusive judgment of any New York State or United States Federal Court
sitting in the Borough of Manhattan in the City of New York having jurisdiction recognized by the
relevant Australian jurisdiction in respect of an obligation of the Issuer and the Guarantor in
respect of a Note or the Guarantee, that is for a fixed or readily calculable sum of money and that
has not been stayed in full, would be recognized by the courts of the relevant Australian
jurisdiction so as to give rise to an action to enforce the judgment against the Issuer or the
Guarantor (as applicable) in the courts of the relevant Australian jurisdiction which will enable a
vi


further judgment, capable of enforcement in the courts of the relevant jurisdiction against the
Issuer or the Guarantor (as applicable), to be obtained without a re-examination or re-litigation of
the merits of the matters disposed of or adjudicated by that action, unless:
·
the judgment was obtained in proceedings that contravene the principles of natural
justice or notions of fairness;
·
the judgment is contrary to the public policy of the relevant Australian jurisdiction;
·
the judgment was obtained by fraud or duress or was based on a clear mistake of fact;
·
the judgment has been wholly satisfied (where enforcement must only be sought to the
extent not satisfied);
·
the judgment is a penal or revenue judgment;
·
there has been a prior judgment in another court between the same parties concerning
the same issues as are dealt with in the judgment of the New York State or United
States Federal Court, as applicable; or
·
the judgment is one in respect of which the Australian Commonwealth Attorney-General
has made a declaration or order under the Australian Foreign Proceedings (Excess of
Jurisdiction) Act 1984 (Cth).
Based on the restrictions discussed in this section, there is doubt as to the enforceability in
the Commonwealth of Australia, in original actions or in actions for enforcement of judgments of
United States courts, of civil liabilities predicated upon the federal securities laws of the United
States.
A judgment by a court may be given in some cases only in Australian Dollars.
EXCHANGE RATES AND EXCHANGE CONTROLS AND LIMITATIONS
Exchange Rate
Unless otherwise indicated, financial information appearing in this offering memorandum is
presented in Australian dollars. In this offering memorandum, references to "Australian dollars"
or "A$" are to the lawful currency of Australia and references to "U.S. dollars" or "US$" are to
the lawful currency of the United States.
vii


The following table sets forth the exchange rate expressed in Australian dollars per U.S.
dollar for the periods indicated. The exchange rates reflect the exchange rates as set for the in the
H.10 statistical release of the Board of Governors of the Federal Reserve System of the United
States.
Period
High
Low
Period End
Average (1)
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.9488
0.8097
0.8173
0.9034
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.8212
0.6917
0.7286
0.7522
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7817
0.6855
0.7230
0.7445
2017
January . . . . . . . . . . . . . . . . . . . . . . . .
0.7584
0.7231
0.7582
0.7465
February . . . . . . . . . . . . . . . . . . . . . . .
0.7716
0.7556
0.7686
0.7655
March . . . . . . . . . . . . . . . . . . . . . . . . .
0.7733
0.7517
0.7638
0.7622
April . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7604
0.7452
0.7475
0.7534
May
. . . . . . . . . . . . . . . . . . . . . . . . . .
0.7534
0.7352
0.7437
0.7437
June . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.768
0.7387
0.7676
0.7562
July . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7991
0.7584
0.7988
0.7807
August
. . . . . . . . . . . . . . . . . . . . . . . .
0.7983
0.7822
0.7980
0.7915
September . . . . . . . . . . . . . . . . . . . . . .
0.8071
0.7831
0.7840
0.7974
October . . . . . . . . . . . . . . . . . . . . . . . .
0.7885
0.7660
0.7668
0.7788
November (through to November 10) . .
0.7722
0.7637
0.7668
0.7672
Note:
(1)
Determined by averaging the daily rates during the period indicated, rounded to four decimal places.
The information herein concerning exchange rates is furnished as a matter of information
only and should not be regarded as indicative of the range of or trends in fluctuations in exchange
rates that may exist in the future. We disclaim any responsibility to advise prospective Holders of
changes in such exchange rates after the date of this offering memorandum.
This offering memorandum contains translations of certain A$ amounts into US$ amounts.
Unless otherwise indicated, we have translated A$ amounts into US$ amounts at the noon buying
rate on August 31, 2017 of A$1.00 = US$0.7980. Such translation should not be construed as
representations that the Australian dollar amounts represent or could have been converted into
U.S. dollars at that rate.
Australian Exchange Controls and Limitations
Payments by an Australian resident to, or transfers to, or dealings with, by the order of, or
on behalf of, certain proscribed entities, persons or assets are prohibited or restricted under
relevant Australian legislation and regulations:
·
Under the Charter of United Nations Act 1945 (Cth) and its related regulations
(including the Charter of the United Nations (Dealing with Assets) Regulations 2008
(Cth)), sanctions imposed by the United Nations Security Council ("UNSC"), including
under UNSC Resolutions regarding terrorism, are implemented into Australian law. It is
a criminal offense to make assets available to, or deal with assets owned or controlled
by, persons or entities designated or proscribed by the UNSC or the Minister of Foreign
Affairs without authorization from the Department of Foreign Affairs.
·
Under Sections 102.6 and 102.7 of the Criminal Code Act 1995 (Cth), a person commits
a criminal offense if the person intentionally receives funds from, makes funds available
to, or provides support or resources to a terrorist organization. Certain organizations are
prescribed as terrorist organizations in the Criminal Code Regulations 2002 (Cth).
viii


·
Under the Autonomous Sanctions Act 2011 (Cth) and the Autonomous Sanctions
Regulations 2011 (Cth), sanctions are imposed against certain specifically identified
persons and entities associated with particular countries, currently including North
Korea, Zimbabwe, the former Federal Republic of Yugoslavia, Myanmar (Burma),
Russia / Ukraine, Syria, Libya and Iran, and certain transactions involving the named
persons or entities may only be conducted with specific approval from the Minister of
Foreign Affairs. Contravention of these sanctions constitutes a criminal offense.
·
Under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and
its regulations, countermeasures may be applied against prescribed foreign countries in
an effort to protect the Australian financial system from ongoing and substantial
terrorism financing and money laundering risks that originate overseas. At present,
pursuant to the Anti-Money Laundering and Counter-Terrorism Financing (Prescribed
Foreign Countries) Regulation 2016, two countries, Iran and North Korea, are
prescribed foreign countries.
Proscribed entities, persons and assets are subject to change from time to time.
FORWARD-LOOKING STATEMENTS
Specific statements contained in this offering memorandum are forward-looking statements.
The forward- looking statements can usually be identified by the use of forward-looking
terminology such as "believes", "expects", "may", "intends", "will", "shall", "should" or
"anticipates", or the negative thereof or other variations thereon or comparable terminology, or by
discussions of business goals, strategy, plans and intentions, but not all forward-looking statements
include these words. All statements other than statements of historical fact included in this
offering memorandum are forward-looking statements, including any projections included as part
of the Coal Market Report set forth in Appendix C hereto. Although we believe these statements
are based upon reasonable current assumptions and expectations, no assurance can be given that
the future results referred to by the forward-looking statements will be achieved. If one or more of
the assumptions underlying our forward-looking statements proves incorrect, then actual results,
levels of activity, performance and achievements could differ significantly from those expressed
in, or implied by, the forward-looking statements contained in this offering memorandum.
Therefore, we caution you not to place undue reliance on our forward-looking statements.
Forward-looking statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from future results expressed or implied by the
forward-looking statements. These risks, uncertainties and other factors include, among others:
·
dependence on a small number of users contracted to use the terminal and exposure to
credit risk of users of the terminal and to the credit risk of any credit support provider
for those users;
·
an unfavorable ruling in connection with the current arbitral proceedings with users
regarding the applicable terminal infrastructure charge and the take-or-pay charge;
·
an unfavorable ruling in connection with the current dispute with users regarding the
applicable fixed handling charges and variable handling charges;
·
a decline in the level of contracted terminal capacity or default by a user contracted to
use the terminal;
ix


Document Outline