Appendix E

Appendix E

Crown group corporate history

1. The corporate history of the Crown group is complex.
2. This history is complicated by the names under which the corporation today known as Crown Melbourne Limited has been registered. The names include Haliboba Pty Ltd, Crown Casino Ltd and Crown Limited. Crown Melbourne’s current holding company, Crown Resorts Ltd, has also had different names, including Arterial Pty Ltd and Crown Limited.
3. Today, the licence holder is registered under the name Crown Melbourne Limited, and its holding company is Crown Resorts Ltd.
4. In this appendix, for the sake of simplicity, the licence holder will be referred to as Crown Melbourne and the holding company as Crown Resorts.
5. Crown Melbourne was the joint venture vehicle of HCL, Federal Hotels and CUB to acquire the casino licence for the Melbourne Casino.
6. The casino licence was granted on 19 November 1993.
7. Crown Melbourne was listed on the ASX on 9 March 1994.¹
8. In June 1999, Crown Melbourne merged with PBL, a company then controlled by Mr Kerry Packer and later his son, Mr James Packer.
9. The merger involved several steps. Initially, PBL acquired all the shares in Crown Melbourne. It offered ‘one PBL share for each 11 Crown [Limited] shares’.² The Crown/PBL merger received the necessary regulatory and shareholder approvals and took effect on 30 June 1999.³
10. Then, pursuant to two schemes of arrangement approved by the Supreme Court of Victoria on 21 January 2000, shareholders in HCL acquired shares in PBL at a ratio of two PBL shares for three HCL shares.⁴
11. On the completion of the merger, Crown Melbourne:
    • ceased to be a listed company
    • became a wholly owned subsidiary of PBL.
12. In September 2004, PBL acquired all the shares in Burswood Limited, the holding company of Burswood Nominees Pty Ltd, which held the Perth Casino licence.
13. On 8 May 2007, PBL announced that it proposed to separate its gaming and media businesses into two separate listed companies, Crown Resorts and Consolidated Media Holdings.⁵
14. The separation occurred pursuant to two schemes of arrangement, each approved by the Federal Court of Australia on 28 November 2007.⁶
15. On the implementation of the schemes:
    • Consolidated Media Holdings acquired PBL’s media assets
    • Crown Resorts acquired all of PBL’s gaming businesses, including its shares in Crown Melbourne.
16. On 3 December 2007, the shares in Crown Resorts were listed on the ASX.⁷
17. On 17 October 2013, a subsidiary of Crown Resorts, Crown Sydney Gaming Pty Ltd, was incorporated to construct and operate the casino at Barangaroo in Sydney.⁸
18. A simplified diagram of the corporate structure is set out below.

19. The following were the directors of Crown Resorts who have recently resigned. Most were appointed by or connected with CPH or the Packer family:
    • Ms Helen Coonan
    • Mr Michael Johnston
    • Mr Guy Jalland
    • Mr Andrew Demetriou
    • Mr Ken Barton
    • Mr Harold Mitchell
    • Mr John Poynton
    • Mr John Horvath.⁹
20. The current directors of Crown Resorts and those nominated, awaiting regulatory approvals, are:
    • Dr Zygmunt (Ziggy) Switkowski
    • Ms Antonia Korsanos
    • Mr Nigel Morrison
    • Ms Jane Halton.
21. The following were the directors of Crown Melbourne who have recently resigned. Most were appointed by or connected with CPH or the Packer family:
    • Mr Demetriou
    • Mr Barton
    • Mr Horvath.¹⁰
22. The current directors of Crown Melbourne and those nominated, awaiting regulatory approvals, are:
    • Ms Korsanos
    • Mr Morrison
    • Mr Bruce Carter
    • Mr Stephen McCann
    • Ms Halton.

Endnotes

_{1 Exhibit RC1610 Article: Crown at a 34pc Premium on Debut, 10 March 1994.}

_{2 VCGA, Third Triennial Review of the Casino Operator and Licence (Report, June 2003) 32.}

_{3 VCGA, Third Triennial Review of the Casino Operator and Licence (Report, June 2003) 32.}

_{4 Re Hudson Conway Ltd (Nos 6484 and 6485 of 1999) (2000) 33 ACSR 657.}

_{5 Exhibit RC1597 Article: Packer Punts on PBL Split, 9 May 2007.}

_{6 Re Publishing & Broadcasting Ltd [2007] FCA 1610.}

_{7 Crown Resorts, ‘Crown Announces Full Year Results’ (ASX Media Release, 20 August 2008) 2.}

_{8 Exhibit RC0445 Bergin Report Volume 1, 1 February 2021, 101 [4].}

_{9 Mr Horvath was an independent director.}

_{10 Mr Horvath was an independent director.}