Statement of Ownership (sc 13g)
February 03 2017 - 5:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Melco Crown
Entertainment Limited
(Name of Issuer)
Ordinary Shares, par value US$0.01 per share
(Title of Class of Securities)
G5974W 10 3
(CUSIP
Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names
of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Crown Resorts Limited - Not applicable
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2.
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Check the Appropriate Box if a
Member of a Group
(a) ☒ (see Item 8 below) (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Australia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
363,303,544 (Crown Entertainment Group Holdings Proprietary Limited, Crown CCR Group
Holdings One Pty Ltd and/or Crown Asia Investments Pty Ltd may also be deemed to have sole voting power with respect to these shares)
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6.
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Shared Voting Power
363,303,544 (including shares disclaimed, see Item 4 below)
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7.
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Sole Dispositive Power
363,303,544 (Crown Entertainment Group Holdings Proprietary Limited, Crown CCR Group
Holdings One Pty Ltd and/or Crown Asia Investments Pty Ltd may also be deemed to have sole dispositive power with respect to these shares)
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8.
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Shared Dispositive Power
363,303,544 (including shares disclaimed, see Item 4 below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
363,303,544 shares
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
☒
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11.
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Percent of Class Represented by
Amount in Row (9)
24.6%
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12.
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Type of Reporting Person (See
Instructions)
HC, CO
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1.
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Names
of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Crown Entertainment Group Holdings Proprietary Limited - Not applicable
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2.
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Check the Appropriate Box if a
Member of a Group
(a) ☒ (see Item 8
below) (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Australia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
363,303,544 (Crown Resorts Limited, Crown CCR Group Holdings One Pty Ltd and/or Crown
Asia Investments Pty Ltd may also be deemed to have sole voting power with respect to these shares)
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6.
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Shared Voting Power
363,303,544 (including shares disclaimed, see Item 4 below)
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7.
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Sole Dispositive Power
363,303,544 (Crown Resorts Limited, Crown CCR Group Holdings One Pty Ltd and/or Crown
Asia Investments Pty Ltd may also be deemed to have sole dispositive power with respect to these shares)
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8.
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Shared Dispositive Power
363,303,544 (including shares disclaimed, see Item 4 below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
363,303,544 shares
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
☒
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11.
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Percent of Class Represented by
Amount in Row (9)
24.6%
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12.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names
of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Crown CCR Group Holdings One Pty Ltd - Not applicable
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2.
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Check the Appropriate Box if a
Member of a Group
(a) ☒ (see Item 8 below) (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Australia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
363,303,544 (Crown Resorts Limited, Crown Entertainment Group Holdings Proprietary
Limited and/or Crown Asia Investments Pty Ltd may also be deemed to have sole voting power with respect to these shares)
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6.
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Shared Voting Power
363,303,544 (including shares disclaimed, see Item 4 below)
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7.
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Sole Dispositive Power
363,303,544 (Crown Resorts Limited, Crown Entertainment Group Holdings Proprietary
Limited and/or Crown Asia Investments Pty Ltd may also be deemed to have sole dispositive power with respect to these shares)
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8.
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Shared Dispositive Power
363,303,544 (including shares disclaimed, see Item 4 below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
201,536,729 shares
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
☒
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11.
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Percent of Class Represented by
Amount in Row (9)
13.7%
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12.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names
of Reporting Persons:
I.R.S. Identification Nos. of Above Persons (entities only).
Crown Asia Investments Pty Ltd - Not applicable
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2.
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Check the Appropriate Box if a
Member of a Group
(a) ☒ (see Item 8 below) (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Australia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
363,303,544 (Crown Resorts Limited, Crown Entertainment Group Holdings Proprietary
Limited and/or Crown CCR Group Holdings One Pty Ltd may also be deemed to have sole voting power with respect to these shares)
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6.
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Shared Voting Power
363,303,544 (including shares disclaimed, see Item 4 below)
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7.
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Sole Dispositive Power
363,303,544 (Crown Resorts Limited, Crown Entertainment Group Holdings Proprietary
Limited and/or Crown CCR Group Holdings One Pty Ltd may also be deemed to have sole dispositive power with respect to these shares)
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8.
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Shared Dispositive Power
363,303,544 (including shares disclaimed, see Item 4 below)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
363,303,544 shares
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares
☒
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11.
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Percent of Class Represented by
Amount in Row (9)
24.6%
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12.
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Type of Reporting Person (See
Instructions)
CO
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Item 1(a)
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Name of Issuer:
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Melco Crown Entertainment Limited
Item 1(b)
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Address of Issuers Principal Executive Offices:
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36
th
Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
Item 2(a)
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Name of Person Filing:
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Crown Resorts Limited (
Crown
)
Crown Entertainment Group Holdings Proprietary Limited (
Crown Entertainment
)
Crown CCR Group Holdings One Pty Ltd (
CCR One
)
Crown Asia Investments Pty Ltd (
Crown Asia
)
Item 2(b)
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Address or Principal Business Office or, if None, Residence:
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Crown Resorts Limited
Level 3, Crown Towers
8 Whiteman
Street
Southbank, Victoria 3006
Australia
Crown Entertainment
Group Holdings Proprietary Limited
Level 3, Crown Towers
8 Whiteman Street
Southbank,
Victoria 3006
Australia
Crown CCR Group Holdings One Pty Ltd
Level 3, Crown Towers
8 Whiteman
Street
Southbank, Victoria 3006
Australia
Crown Asia Investments
Pty Ltd
Level 3, Crown Towers
8 Whiteman Street
Southbank,
Victoria 3006
Australia
Crown Australia
Crown Entertainment Australia
CCR One Australia
Crown
Asia Australia
Item 2(d)
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Title of Class of Securities:
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Ordinary Shares (the Ordinary Shares)
The CUSIP number for the Ordinary Shares is G5974W103.
Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
The following sets forth the information with respect to the beneficial
ownership of the Ordinary Shares by the Reporting Persons as of December 31, 2016.
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Reporting
Person
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Amount beneficially
owned
(1)
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Percent of
class
(1)
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Sole power to
vote or to direct
the vote
(2)
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Shared power to
vote or to direct
the vote
(2)
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Sole power to
dispose or to
direct the
disposition of
(2)
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Shared power to
dispose or to
direct the
disposition of
(2)
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Crown
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363,303,544
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24.6
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%
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363,303,544
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363,303,544
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363,303,544
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363,303,544
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Crown Entertainment
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363,303,544
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24.6
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%
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363,303,544
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363,303,544
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363,303,544
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363,303,544
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CCR One
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201,536,729
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13.7
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%
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363,303,544
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363,303,544
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363,303,544
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363,303,544
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Crown Asia
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363,303,544
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24.6
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%
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363,303,544
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363,303,544
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363,303,544
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363,303,544
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(1)
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Percent of class calculated based on 1,475,924,523 Ordinary Shares outstanding as of December 31, 2016. Crown Asia is the record holder of 363,303,544 Ordinary Shares.
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Crown Asia is owned by CCR One and Crown Entertainment. CCR One owns approximately 55.5% of Crown Asia and Crown Entertainment owns
approximately 45.5% of Crown Asia. CCR One is a direct and wholly owned subsidiary of Crown Entertainment. Crown Entertainment is a direct and wholly owned subsidiary of Crown. Crown, through its ownership of Crown Asia, may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own all of the Ordinary Shares held by Crown Asia. Crown is listed on the Australian Stock Exchange. The number of Ordinary Shares beneficially owned by CCR One is calculated based on the
ownership interest of CCR One in Crown Asia (approximately 55.5%) multiplied by the total number of Ordinary Shares held by Crown Asia.
(2)
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On December 12, 2007, the Issuer, Crown Asia, Crown, Melco Leisure and Entertainment Group Limited (Melco Leisure), a British Virgin Islands company, and Melco International Development Limited
(Melco), a Hong Kong company, entered into an amended and restated shareholders deed (the Old SHA Deed). The Old SHA Deed was subsequently amended and restated in its entirety by an amended and restated
shareholders deed dated 14 December 2016 (the Shareholders Deed). See Exhibit 2 to this Schedule 13G.
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Pursuant to the Shareholders Deed, Crown Asia and Crown, on the one hand, agreed with Melco Leisure and Melco, on the other hand, on
voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause Crown Asia and Crown to be deemed to share voting and dispositive power over Ordinary Shares beneficially owned by Melco Leisure and
Melco for the purposes of Rule 13d-3 under the Act. Each of Crown Asia and Crown expressly disclaims beneficial ownership of any Ordinary Shares held by Melco Leisure and Melco pursuant to Rule 13d-4 under the Act, and the filing of this statement
shall in no way be construed as an admission that either Crown Asia or Crown is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares.
Crowns interest in its wholly owned subsidiary Crown Asia is held through Crowns wholly owned subsidiaries, Crown Entertainment and
CCR One.
As the majority shareholder of Crown Asia, CCR One may be considered to have the power to direct the vote of and the power to
dispose or to direct the disposition of all the Ordinary Shares held by Crown Asia.
See also Item 8 below.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Pursuant to the
Shareholders Deed, Crown Asia and Crown, on the one hand, agreed with Melco Leisure and Melco, on the other hand, on voting shares for board nominees and certain matters relating to disposal of shares, which agreements may cause the parties to
be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act. The existence of such group may cause either or both Crown Asia and Crown to be deemed the beneficial owner of Ordinary Shares beneficially owned by Melco
Leisure and Melco for the purposes of Rule 13d-5 under the Act. Each of Crown Asia and Crown expressly disclaims beneficial ownership of any such Ordinary Shares, and the filing of this statement shall in no way be construed as an admission that
either Crown Asia or Crown is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such Ordinary Shares. Neither Melco Leisure nor Melco is a reporting person on this statement.
Crown Asia is the record holder of 363,303,544 Ordinary Shares. Crown Asia is owned by CCR One and Crown Entertainment. CCR One owns
approximately 55.5% of Crown Asia and Crown Entertainment owns approximately 45.5% of Crown Asia. CCR One is a direct and wholly owned subsidiary of Crown Entertainment. Crown Entertainment is a direct and wholly owned subsidiary of Crown.
Crown Asia, Crown Entertainment, CCR One and Crown may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 1, 2017
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For and on Behalf of
CROWN RESORTS
LIMITED
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By:
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/s/ Rowen Craigie
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Name: Rowen Craigie
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Title: Director
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For and on Behalf of
CROWN
ENTERTAINMENT GROUP
HOLDINGS PROPRIETARY LIMITED
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By:
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/s/ Rowen Craigie
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Name: Rowen Craigie
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Title: Director
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For and on Behalf of
CROWN CCR
GROUP HOLDINGS ONE PTY LTD
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By:
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/s/ Rowen Craigie
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Name: Rowen Craigie
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Title: Director
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For and on Behalf of
CROWN ASIA
INVESTMENTS PTY LTD
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By:
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/s/ Rowen Craigie
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Name: Rowen Craigie
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Title: Director
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.
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Agreement with respect to filing of Schedule 13G, dated as of February 1, 2017, between Crown Resorts Limited, Crown Entertainment Group Holdings Proprietary Limited, Crown CCR Group Holdings One Pty Ltd and Crown Asia Investments
Pty Ltd
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2.*
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Amended and Restated Shareholders Deed Relating to Melco Crown Entertainment Limited as of 14 December 2016
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*
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Previously filed as Exhibit 99.1 to the Form 6-K filed December 19, 2016 by Melco Crown Entertainment Limited
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