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Contact Energy launches public bond offer

Debt Issuance12 February 2017CENUtilities

13 February 2017

Contact Energy launches public bond offer


Contact Energy Limited (“Contact”) announced today that it has opened an offer of up to $75 million

of unsecured, unsubordinated fixed rate bonds (“Bonds”) to institutional investors and New Zealand

retail investors, with the ability to accept up to a further $25 million in oversubscriptions. The proceeds

from the issue of the Bonds will be used for the refinancing of a $100m bond maturing on 13 April

2017 and for general corporate purposes.


The offer will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt

securities of the same class as existing quoted debt securities. The notice required by the Financial

Markets Conduct Regulations 2014 has been provided to NZX.


The full details of the offer are contained in the terms sheet, a copy of which is also attached.


The Bonds have a maturity date of 15 November 2022 and are expected to be quoted on the NZX

Debt Market. They have an investment grade issue credit rating of BBB from Standard & Poor's.

Contact’s current corporate credit rating from Standard & Poor’s is BBB (stable).


The indicative issue margin range is 1.50% - 1.65% p.a. The issue margin and interest rate for the

Bonds will be set following a bookbuild process on 17 February 2017 and announced via NZX shortly

thereafter. The offer will close on 17 February 2017 following the bookbuild process, with the Bonds

expected to be issued on 23 February 2017.


Investors interested in the offer should contact Forsyth Barr Limited or Westpac Banking Corporation

(acting through its New Zealand branch) (the Joint Lead Managers), Deutsche Craigs Limited (the Co-

Manager) or their usual financial advisor to obtain details of how Bonds may be acquired. There will

be no public pool for the Bonds.


Joint Lead Managers

Forsyth Barr Limited


Phone 0800 367 227

Westpac Banking Corporation

(ABN 33 007 457 141) (acting through its New Zealand branch)



Phone 0800 942 822

Co-Manager


Deutsche Craigs Limited


Phone 0800 226 263



ENDS


For further information please contact:

Louise Tong

Head of Treasury and Tax

021 444 224

---

13 February 2017

Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct

Regulations 2014


Contact Energy Limited ("Contact") gives notice under clause 20(1)(a) of schedule 8 of the Financial

Markets Conduct Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of

fixed rate bonds due 15 November 2022 ("New Bonds") in reliance upon the exclusion in clause 19 of

schedule 1 of the Financial Markets Conduct Act 2013 ("FMCA").


The main terms of the offer and the New Bonds are set out in the attached Terms Sheet. Except for

the interest rate and maturity date, the New Bonds will have identical rights, privileges, limitations and

conditions as Contact's:

1. fixed rate bonds maturing on 15 May 2019 which are quoted on the NZX Debt Market under the

ticker code CEN020; and

2. fixed rate bonds maturing on 15 November 2021 which are quoted on the NZX Debt Market

under the ticker code CEN030,

(together, the "Quoted Bonds") and therefore are of the same class as the Quoted Bonds for the

purposes of the FMCA and the Regulations. The Quoted Bonds have been continuously quoted on

the NZX Debt Market over the preceding 3 months.


As at the date of this notice, Contact is in compliance with:

1. the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and

2. its financial reporting obligations (as defined in the Regulations).


As at the date of this notice, there is no excluded information required to be disclosed for the

purposes of the Regulations.


As at the date of this notice, there is no other information that would be required to be disclosed under

a continuous disclosure obligation or which would be excluded information required to be disclosed

for the purposes of the Regulations if the Quoted Bonds had had the same redemption date or

interest rate as the New Bonds being offered.


ENDS


For further information please contact:


Louise Tong

Head of Treasury and Tax

021 444 224

---

Terms Sheet

Fixed Rate Bonds

Maturing

15 November 2022












13 February 2017




1



Terms Sheet

Fixed Rate Bonds

Maturing

15 November 2022





13 February 2017

This terms sheet (Terms Sheet) sets out the key

terms of the offer by Contact Energy Limited

(Contact) of u p to NZ$75,000,000, with the ability to

accept up to a further NZ$25,000,000 of unsecured,

unsubordinated, fixed rate, interest bearing bonds

maturing on 15 November 2022 (Bonds) under its

Master Trust Deed dated 23 February 2009 (as

amended from time to time) as modified and

supplemented by the Supplemental Trust Deed

dated 10 February 2017 entered into between

Contact and The New Zealand Guardian Trust

Company Limited (Supervisor) (together, Trust

Documents).

Important notice

The offer of debt securities by Contact is made in

reliance upon the exclusion in clause 19 of schedule 1 of

the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this Terms Sheet is an offer of

bonds that have identical rights, privileges, limitations

and conditions (except for the interest rate and maturity

date) as Contact’s:

• NZ$222,000,000 unsecured, unsubordinated, fixed

rate, interest bearing bonds ( which have a fixed

interest rate of 5.80% per annum) maturing on 15

May 2019, which are currently quoted on the NZX

Debt Market under the ticker code CEN020

(

CEN020 Bonds); and



• NZ$150,000,000 unsecured, unsubordinated,

fixed rate, interest bearing bonds (which have

a fixed interest rate of 4.40% per annum)

maturing on 15 November 2021, which are

currently quoted on the NZX Debt Market

under the ticker code CEN030 (

CEN030

Bonds),

(the CEN020 Bonds and the CEN030 Bonds, together

the

Existing Bonds).

The Bonds are of the same class as the Existing

Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014 (

FMC

Regulations).

The Issuer is subject to a disclosure obligation that

requires it to notify certain material information to NZX

Limited (

NZX) for the purpose of that information being

made available to participants in the market and that

information can be found by visiting

www.nzx.com/companies/CEN.

The Existing Bonds are the only debt securities of

Contact that are currently quoted and in the same

class as the Bonds.

Investors should look to the market price of the

Existing Bonds referred to above to find out how the

market assesses the returns and risk premium for

those bonds.



ADDRESS DETAILS:


Issuer:

Contact Energy

Limited



Harbour City Tower

29 Brandon Street

Wellington 6143


04 499 4011

Joint Lead Manager &

Organising Participant:

Forsyth Barr Limited



Level 21

157 Lambton Quay

Wellington 6011


0800 367 227

Joint Lead Manager:

Westpac Banking

Corporation (acting

through its New Zealand

branch)

Level 8

16 Takutai Square

Auckland 1010


0800 942 822

Co-Manager:

Deutsche Craigs

Limited



Level 36, Vero Centre

48 Shortland Street

Auckland 1010


0800 226 263

Registrar:

Link Market Services

Limited



Level 7, Zurich House

21 Queen Street

Auckland 1010


09 375 5998

Contact Energy Bonds – Terms Sheet

2


2

Issuer Contact Energy Limited

Description of Bonds

The Bonds are unsecured, unsubordinated, fixed rate, interest bearing

debt obligations of the Issuer ranking equally and without preference

among themselves and equally with all other outstanding unsecured and

unsubordinated indebtedness of Contact, except indebtedness preferred

by law.

The Supervisor, on behalf of the Bondholders, has the benefit of certain

provisions of the deed of negative pledge and guarantee between Contact

and certain of its subsidiaries dated 19 May 2005 (Negative Pledge).

Among other things, the Negative Pledge provides that the Issuer will not

grant any security interest in its assets except under certain limited

exceptions set out in the Negative Pledge. The Bonds are not guaranteed

by any person.


Financial Covenants

The ratio of consolidated unsubordinated group debt to consolidated

unsubordinated group debt plus shareholders’ funds (all as described in

the Negative Pledge) must not exceed 60%.

Purpose

The proceeds from the issue of the Bonds will be used for the refinancing

of a NZ$100,000,000 bond maturing on 13 April 2017 and for general

corporate purposes.

Joint Lead Managers Forsyth Barr Limited and Westpac Banking Corporation (acting through its

New Zealand branch).

Organising Participant Forsyth Barr Limited

Co–Manager Deutsche Craigs Limited

Credit Ratings Standard & Poor’s Issuer Credit Rating

BBB (stable)

Issue Credit Rating

BBB

A rating is not a recommendation by any rating organisation to buy, sell or

hold Bonds. The above credit ratings are current as at the date of this

Terms Sheet and may be subject to suspension, revision or withdrawal at

any time by the assigning rating organisation.

Issue Amount Up to NZ$75,000,000, with the ability to accept up to a further

NZ$25,000,000

Opening Date 13 February 2017

Closing Date 12pm, 17 February 2017

Rate Set Date 17 February 2017

Issue Date 23 February 2017

Maturity Date Tuesday, 15 November 2022

Indicative Issue Margin 1.50 to 1.65 percent per annum

Base Rate The 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 Joint

Lead Managers in consultation with the Issuer, according to market

convention, with reference to Reuters page ‘ICAPKIWISWAP1’ on the

Rate Set Date and expressed on a quarterly basis (rounded to 2 decimal

places, if necessary, with 0.005 being rounded up).

Issue Price NZ$1.00 per Bond

Interest Payments Quarterly in arrear in equal payments.

The interest paid on the first Interest Payment Date will be for the period

from (and including) the Issue Date to the first Interest Payment Date. The

interest for this period will be calculated based on the number of days in

the period and a 365-day year, rather than being the equal quarterly

payment made on the other Interest Payment Dates.

Interest paid on the Bonds will be paid to the registered holder of the

Bonds on the relevant Record Date.

Contact Energy Bonds – Terms Sheet

2


3

Interest Payment Dates 15 February, 15 May, 15 August and 15 November each year up to and

including the Maturity Date being the dates determined by the Issuer with the

prior written consent of the Supervisor and recorded in the register of the

Bonds.

The first Interest Payment Date is Monday, 15 May 2017.

Record Date 10 calendar days before the relevant Interest Payment Date or Maturity Date

or, if not a Business Day, the preceding Business Day.

Business Day A day (other than a Saturday or Sunday) on which registered banks are

generally open for business in Auckland and Wellington.

If an Interest Payment Date falls on a day that is not a Business Day, the due

date for any payment to be made on that date will be the next following

Business Day.

Minimum Application A mount Minimum application amount in respect of the Bonds is NZ$5,000 with

multiples of NZ$1,000 thereafter.

ISIN NZCEND0040L1

NZX Debt Market Quotation Application has been made to NZX for permission to quote the Bonds on the

NZX Debt Market and all the requirements of NZX relating thereto that can be

complied with on or before the distribution of this Terms Sheet have been

duly complied with. However, NZX accepts no responsibility for any statement

in this Terms Sheet. NZX is a licensed market operator, and the NZX Debt

Market is a licensed market under the FMCA.

NZX Debt Market Ticker Code CEN040

Transfers The registered owner of a Bond may transfer that Bond at any time, subject to

the terms of the Trust Documents and any applicable securities laws and

regulations. Bonds may be transferred using any commonly used written

instrument of transfer, by any method of transfer permitted by the NZX Main

Board/Debt Market Listing Rules (

Listing Rules) or by any other means of

transfer of marketable securities which is not contrary to law and which may

be operated in accordance with the Listing Rules and which is approved by

the Issuer.

Expected date of initial quotation

and trading on NZX Debt Market

24 February 2017

Repo-eligibility Contact intends to apply to the Reserve Bank of New Zealand for the Bonds

to be included as eligible securities for domestic market operations.

Registrar and Paying Agent Link Market Services Limited.

The Bonds will be accepted for settlement within the NZClear system.

Early Repayment You have no rights to require the Issuer to redeem the Bonds early except

through the Supervisor in the case of an Event of Default (as set out in the

Trust Documents). The Issuer does not have the right to redeem the Bonds

early.

In the case of an Event of Default (as set out in the Trust Documents) which

is continuing unremedied, the Supervisor may declare, and may be directed

by an Extraordinary Resolution (as defined in the Trust Documents) of the

Bondholders to declare, the principal amounts of the Bonds, together with any

accrued interest, to be immediately due and payable.

Supervisor The New Zealand Guardian Trust Company Limited

Governing Law New Zealand







Contact Energy Bonds – Terms Sheet

2


4

NZX Waivers NZX has granted the Issuer a waiver from Listing Rule 5.2.3 to enable the

Issuer to apply for quotation on the NZX Debt Market even though the Bonds

may not initially be held by at least 100 members of the public holding at least

25% of the Bonds issued. The waiver has been granted for a period of six

months from the quotation date of the Bonds. The effect of the waiver from

Listing Rule 5.2.3 is that initially the Bonds may be quoted despite not being

widely held, and there may be reduced liquidity in the Bonds while they are

not widely held. To the extent that the Bonds meet the spread requirements

of Listing Rule 5.2.3, the Issuer will notify NZX accordingly.

Who May Apply

& How to Apply

All of the Bonds including any oversubscriptions will be reserved for

institutional investors and clients of the Joint Lead Managers, the Co-

Manager and other Primary Market Participants invited to participate in the

bookbuild.

There will be no public pool for the Bonds.

Retail investors should contact the Joint Lead Managers, the Co-Manager,

their financial advisor or any Primary Market Participant for details on how

they may acquire Bonds. You can find a Primary Market Participant by visiting

www.nzx.com/investing/find_a_participant.

Any allotment of Bonds will be at the Issuer’s discretion, in consultation with

the Joint Lead Managers. The Issuer reserves the right to refuse to make any

allotment (or part thereof) without giving any reason. The Issuer may deal

with oversubscriptions (if any) in its sole discretion.

Applications cannot be withdrawn or revoked. Applications may be scaled in

the event of oversubscriptions.

The Issuer in consultation with the Joint Lead Managers reserves the right to

scale at its discretion.

Each investor’s financial advisor will be able to advise them as to what

arrangements will need to be put in place for the investors to trade the Bonds

including obtaining a common shareholder number (

CSN), an authorisation

code (

FIN) and opening an account with a Primary Market Participant as well

as the costs and timeframes for putting such arrangements in place.

Selling Restrictions It is a term of the offer of the Bonds that the selling restrictions included in this

Terms Sheet Apply.





The dates set out in this Terms Sheet are indicative only and the Issuer, in conjunction with the Joint Lead Managers,

may change the dates set out in this Terms Sheet. The Issuer has the right in its absolute discretion and without

notice to close the offer early, to extend the Closing Date, or to choose not to proceed with the offer. If the Closing

Date is changed, other dates (such as the Issue Date and the Maturity Dates) may be changed accordingly.

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated

otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of, this

Terms Sheet.

Copies of the Trust Documents will be made available by the Issuer for inspection during usual business hours by any

Bondholder at the Issuer’s registered office listed above (or such office as the Issuer may notify the Bondholders from

time to time).

Investors should seek qualified, independent financial and taxation advice before deciding to invest. Investors will be

personally responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with

the financial arrangements rules (if applicable) and payment of provisional or terminal tax (if required) on interest

derived.

The Supervisor accepts no responsibility for the information contained in this Terms Sheet.

For further information regarding the Issuer, visit

www.nzx.com/companies/CEN.





Contact Energy Bonds – Terms Sheet

2


5

SELLING RESTRICTIONS

The Bonds may only be offered for sale or sold in New

Zealand in conformity with all applicable laws and

regulations in New Zealand. No Bonds may be offered for

sale or sold in any other country or jurisdiction except in

conformity with all applicable laws and regulations of that

country or jurisdiction and the selling restrictions

contained in this Terms Sheet. This Terms Sheet may not

be published, delivered or distributed in or from any

country or jurisdiction except under circumstances which

will result in compliance with all applicable laws and

regulations in that country or jurisdiction and the selling

restrictions contained in this Terms Sheet.

Without limiting the generality of the above, the following

selling restrictions apply in respect of each relevant

jurisdiction:


Relevant Member States of the European

Economic Area

In relation to each Member State of the European

Economic Area which has implemented the Prospectus

Directive (each, a Relevant Member State), with effect

from and including the date on which the Prospectus

Directive is implemented in that Relevant Member State

(the Relevant Implementation Date) no Bonds have been

offered and no Bonds will be offered that are the subject

of the offering contemplated by this Terms Sheet in

relation thereto to the public in that Relevant Member

State except that an offer of Bonds to the public in the

Relevant Member State may be made with effect from

the Relevant Implementation Date:

a) to any legal entity which is a qualified investor as

defined in the Prospectus Directive;

b) to fewer than 150 natural or legal persons (other

than qualified investors as defined in the Prospectus

Directive) subject to obtaining the prior consent of

the relevant Joint Lead Manager, Co-Manager or

Joint Lead Managers nominated by Contact for any

such offer; o r

c) in any other circumstances falling within Article 3(2)

of the Prospectus Directive,

provided that no such offer of the Bonds shall require

Contact, the Co-Manager or any Joint Lead Manager to

publish a prospectus pursuant to Article 3 of the

Prospectus Directive or supplement a prospectus

pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an

“offer of the Bonds to the public” in relation to any Bonds

in any Relevant Member State means the communication

in any form and by any means of sufficient information on

the terms of the offer and the Bonds to be offered so as

to enable an investor to decide to purchase or subscribe

for the Bonds, as the same may be varied in that

Relevant Member State by any measure implementing

the Prospectus Directive in that Relevant Member State,

and the expression Prospectus Directive means Directive

2003/71/EC ( as amended, including by Directive

2010/73/EU) and includes any relevant implementing

measure in each Relevant Member State.




United Kingdom

No communication, invitation or inducement to engage in

investment activity (within the meaning of section 21 of

the Financial Services and Markets Act 2000 (FSMA))

has been or may be made or caused to be made or will

be made in connection with the issue or sale of the

Bonds in circumstances in which section 21(1) of the

FSMA applies to Contact.

All applicable provisions of FSMA with respect to

anything done in relation to the Bonds in, from or

otherwise involving the United Kingdom must be

complied with.


Singapore

Each Joint Lead Manager and the Co-Manager has

acknowledged that this Terms Sheet has not been

registered as a prospectus with the Monetary Authority of

Singapore. Accordingly, the Bonds have not been and

will not be offered or sold, or made the subject of an

invitation for subscription or purchase nor may the Terms

Sheet or any other document or material in connection

with the offer or sale, or invitation for subscription or

purchase, of the Bonds be circulated or distributed,

whether directly or indirectly, to any person in Singapore

other than (a) to an institutional investor (as defined in

Section 4A of the Securities and Futures Act (Chapter

289 of Singapore) (the SFA)) pursuant to Section 274 of

the SFA, (b) to a relevant person (as defined in Section

275(2) of the SFA) pursuant to Section 275(1) of the

SFA, or any person pursuant to Section 275(1A) of the

SFA, and in accordance with the conditions specified in

Section 275 of the SFA, or (c) otherwise pursuant to, and

in accordance with the conditions of, any other applicable

provision of the SFA.

Where the Bonds are subscribed or purchased under

section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor

(as defined in Section 4A of the SFA)) the sole

business of which is to hold investments and the

entire share capital of which is owned by one or

more individuals, each of whom is an accredited

investor; or

b) a trust (where the trustee is not an accredited

investor) whose sole purpose is to hold

investments and each beneficiary of the trust is an

individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of

that corporation or the beneficiaries’ rights and interest

(howsoever described) in that trust shall not be

transferred within six months after that corporation or

that trust has acquired the Bonds pursuant to an offer

made under Section 275 of the SFA except:

1) to an institutional investor or to a relevant person

defined in Section 275(2) of the SFA, or any

person arising from an offer referred to in Section

275(1A) or Section 276(4)(i)(B) of the SFA;

Contact Energy Bonds – Terms Sheet

2


6

2) where no consideration is or will be given for the

transfer;

3) where the transfer is by operation of law;

4) as specified in Section 276(7) of the SFA; or

5) as specified in Regulation 32 of the Securities and

Futures (Offers of Investments) (Shares and

Debentures) Regulations 2005 of Singapore.


Australia

No prospectus or other disclosure document (as defined

in the Corporations Act 2001 of Australia (Corporations

Act)) in relation to the Bonds has been, or will be, lodged

with, or registered by, the Australian Securities and

Investments Commission (ASIC) or any other regulatory

authority in Australia. No person may:

a) 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

b) distribute or publish, any Terms Sheet, information

memorandum, prospectus or any other offering

material or advertisement relating to the Bonds in

Australia,

unless:

i. the 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;

ii. 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;

iii. such action complies with all applicable laws,

regulations and directives; and

iv. such action does not require any document to

be lodged with ASIC or any other regulatory

authority in Australia.

By applying for the Bonds under this Terms Sheet, each

person to whom the Bonds are issued (an Investor):

a) will be deemed by Contact, the Joint Lead Managers

and the Co-Manager to have acknowledged that if

any Investor on-sells the Bonds within 12 months

from their issue, the Investor will be required to

lodge a prospectus or other disclosure document (as

defined in the Corporations Act) with ASIC unless

either:

i. 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

ii. the sale offer is received outside Australia;

and






b) will be deemed by Contact, the Joint Lead Managers

and the Co-Manager to have undertaken not to sell

those Bonds in any circumstances other than those

described in paragraphs (a)(i) and (a)(ii) above for

12 months after the date of issue of such Bonds.

This Terms Sheet is not, and under no circumstances is

to be construed as, an advertisement or public offering of

any Bonds in Australia.


Hong Kong

No Bonds have been offered or sold or will be or may be

offered or sold in Hong Kong, by means of any

document, other than (a) to professional investors as

defined in the Securities and Futures

Ordinance (Cap. 571) of Hong Kong (the SFO) and any

rules made under the SFO; or (b) in other circumstances

which do not result in the document being a p rospectus

as defined in the Companies (Winding Up and

Miscellaneous Provisions) Ordinance (Cap. 32) of Hong

Kong (the C(WUMP)O) or which do not constitute an

offer to the public within the meaning the C(WUMP)O.

No advertisement, invitation or document relating to the

Bonds may be issued or in the possession of any person

or will be issued or be in the possession of any person in

each case for the purpose of issue, whether in Hong

Kong or elsewhere, which 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

the Bonds which are or are intended to be disposed of

only to persons outside Hong Kong or only to

‘professional investors’ as defined in the SFO and any

rules made under the SFO.


Japan

The Bonds have not been and will not be registered in

Japan pursuant to Article 4, Paragraph 1 of the Financial

Instruments and Exchange Act of Japan (Act No. 25 of

1948, as amended, the FlEA) in reliance upon the

exemption from the registration requirements since the

offering constitutes the small number private placement

as provided for in “ha” of Article 2, Paragraph 3, Item 2 of

the FlEA. A Japanese Person who transfers the Bonds

shall not transfer or resell the Bonds except where the

transferor transfers or resells all the Bonds en bloc to one

transferee. For the purposes of this paragraph, Japanese

Person shall mean any person resident in Japan,

including any corporation or other entity organised under

the laws of Japan.


United States of America

The Bonds have not been and will not be registered

under the Securities Act of 1933, as amended

(‘Securities Act’) and may not be offered or sold within

the United States or to, or for the account or benefit of,

U.S. persons (as defined in Regulation S under the

Securities Act) except in accordance with Regulation S or

pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities

Act.






Contact Energy Bonds – Terms Sheet

2


7

None of Contact, any Joint Lead Manager, the Co-

Manager nor any person acting on its or their behalf has

engaged or will engage in any directed selling efforts in

relation to the Bonds, and each of Contact, any Joint

Lead Manager and the Co-Manager have complied and

will comply with the offering restrictions requirements of

Regulation S under the Securities Act.


The Bonds will not be offered or sold within the United

States or to, or for the account or benefit of, U.S. persons

(i) as part of their distribution at any time, or (ii) otherwise

until 40 days after the completion of the distribution of all

Bonds of the Tranche of which such Bonds are part, as

determined and certified by any Joint Lead Manager or

the Co-Manager, except in accordance with Rule 903 of

Regulation S under the Securities Act. Any Bonds sold to

any distributor, dealer or person receiving a selling

concession, fee or other remuneration during the

distribution compliance period require a confirmation or

notice to the purchaser at or prior to the confirmation of

the sale to substantially the following effect:


‘The Bonds covered hereby have not been registered

under the United States Securities Act of 1933, as

amended (the ‘Securities Act’) or with any securities

regulatory authority of any state or other jurisdiction of

the United States and may not be offered or sold within

the United States, or to or for the account or benefit of,

U.S. persons (as defined in Regulation S under the

Securities Act) (i) as part of their distribution at any time

or (ii) otherwise until 40 days after the later of the

commencement of the offering of the Bonds and the

closing date except in either case pursuant to a valid

exemption from registration in accordance with

Regulation S under the Securities Act. Terms used above

have the meaning given to them by Regulation S.’


Until 40 days after the completion of the distribution of all

Bonds of the Tranche of which those Bonds are a part,

an offer or sale of the Bonds within the United States by

any Joint Lead Manager, the

Co-Manager or any dealer or other distributor (whether or

not participating in the offering) may violate the

registration requirements of the Securities Act if such

offer or sale is made otherwise than in accordance with

Regulation S.


Indemnity


By its subscription for the Bonds, each Bondholder

agrees to indemnify Contact, the Joint Lead

Managers, the Co-Manager and the Supervisor and

each of their respective directors, officers and

employees for any loss, cost, liability or expense

sustained or incurred by Contact, the Joint Lead

Managers, the Co-Manager or the Supervisor, as the

case may be, as a result of the breach by that

Bondholder of the selling restrictions set out above.

---

Contact EnergyAnnual meeting of shareholders
October 2016

February 2017

Graham Cockroft, Chief Financial Officer

Louise Tong, Head of Treasury & Tax

Retail Bond Offer Investor Presentation

Joint Lead Managers

Co-Manager

Contact EnergyAnnual meeting of shareholders
October 2016

2

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Important Notice

The offer of debt securities by Contact Energy Limited (Contact or the Issuer) is made in reliance upon the exclusion in clause 19 of schedule 1

of the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this presentation is an offer of bonds that have identical rights, privileges, limitations and conditions (except for the interest

rate and maturity date) as Contact’s:

•NZ$222,000,000 unsecured, unsubordinated, fixed rate, interest bearing bonds (which have a fixed interest rate of 5.80% per annum)

maturing on 15 May 2019, which are currently quoted on the NZX Debt Market under the ticker code CEN020 (CEN020 Bonds); and

•NZ$150,000,000 unsecured, unsubordinated, fixed rate, interest bearing bonds (which have a fixed interest rate of 4.40% per annum)

maturing on 15 November 2021, which are currently quoted on the NZX Debt Market under the ticker code CEN030 (CEN030 Bonds),

(the CEN020 Bonds and the CEN030 Bonds, together the Existing Bonds).

The Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC

Regulations).

A terms sheet (Terms Sheet) has been prepared by the Issuer in respect of the offer of the Bonds, which sets out how Bonds may be applied for.

The Issuer is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX)for the purpose of that

information being made available to participants in the market and that information can be found by visiting

www.nzx.com/companies/CEN

The Existing Bonds are the only debt securities of Contact that are currently quoted and in the same class as the Bonds.

Investors should look to the market price of the Existing Bonds referred to above to find out how the market assesses the returns and risk

premium for those bonds.

Contact EnergyAnnual meeting of shareholders
October 2016

3

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Disclaimer

This document does not constitute a recommendation by the Issuer, Forsyth Barr Limited (Joint Lead Manager and Organising

Participant), Westpac Banking Corporation (Joint Lead Manager), Deutsche CraigsLimited (Co-Manager), The New Zealand

Guardian Trust Company Limited (Supervisor), nor any of their respective directors, officers, employees, affiliates or agentsto

subscribe for, or purchase, any of the Bonds.

To the extent permitted by law, none of the Issuer, Lead Manager, Co-Manager or Supervisor nor any of their respective directors,

officers, employees, affiliates or agents accept any liability whatsoever for any loss arising from this document or its contents, or

otherwise in connection with the offer or any person’s investment in these Bonds.

This document is for preliminary information purposes only and is not an offer to sell or the solicitation of an offer to purchase or

subscribe for the Bonds and no part of it shall form the basis of or be relied upon in connection with any contract or commitment

whatsoever.

The information in this document is given in good faith and has been obtained from sources believed to be reliable and accurate at

the date of preparation, but its accuracy, correctness and completeness cannot be guaranteed.

Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX

relating thereto that can be complied with on or before the distribution of the Terms Sheet have been duly complied with. However,

NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Debt Market is

a licensed market under the FMCA.

Contact EnergyAnnual meeting of shareholders
October 2016

4

Speaker Profiles

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Graham Cockroft

Chief Financial Officer

GrahamCockroftwasappointedasContactEnergy'sChiefFinancialOfficerinJune2012. Priorto

thishespentthreeyearsasContact'sChiefOperatingOfficerinwhichhewasresponsibleforthe

operationofContact'swholesaleandgenerationfunctions,includinggenerationdevelopment.

BeforejoiningContact,GrahamworkedfornearlytwodecadesforBGGroupinseniorstrategy,

businessdevelopmentandoperationalroles.Mostrecently,GrahamwasBGGroup'sAsset

GeneralManagerbasedinSãoPaulo,Brazil. Heholdsa MasterofCommercefromtheUniversity

ofOtago,anda MasterofFinancefromtheLondonBusinessSchool.

Louise Tong

Head of Treasury & Tax

Louiseisresponsibleforfunding,liquidityandfinancialmarketrisksandtaxatContact. Priorto

joiningContactin December2011sheworkedfor15yearsin thebankingindustryin NewZealand,

principallyincorporatefinanceandfinancialmarkets.Louiseholdsa degreewithHonoursinCivil

EngineeringfromtheUniversityofCanterburyanda MastersinAppliedFinancefromVictoria

UniversityofWellington.

Contact EnergyAnnual meeting of shareholders
October 2016

5

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Agenda

1New Zealand electricity market overview (slide 6)Graham Cockroft

2Contact overview (slide 9)Graham Cockroft

3Business performance update (slide 16)Graham Cockroft

4Capital structure and funding requirements (slide 21)Louise Tong

5Bond offer information (slide 25)Fiona Doddrell,Westpac Banking Corporation

Shaun Roberts, Forsyth Barr Limited

1. New Zealand electricity market overview

Contact EnergyAnnual meeting of shareholders
October 2016

Retail electricity market share by customer

connections

Generation market share by volume (GWh)

7

Industry dominated by vertically integrated companies

with the five largest companies all publicly listed

Source: Electricity Authority (year ended 31 December 2016)

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

•Exact generation market share is dependent upon hydrology

•Contact has a diverse generation portfolio which is closely matched to load, allowing management of exposure to market volatility

Source: Electricity Authority (as at 31 December 2016)

21%

34%

20%

16%

5%

4%

20%

13%

19%

25%

13%

10%

Contact EnergyAnnual meeting of shareholders
October 2016

National demand by sectorNew Zealand electricity supply (GWhgeneration)

8

84% of New Zealand’s 39,000 GWh of electricity

consumption in 2016 came from renewable generation

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

»New Zealand has added subsidy free renewable generation, which, in a

period of flat demand, has displaced fossil fuels

Data source: MBIE, Electricity Authority

»Total demand has remained largely stagnant since 2008

»Threat of industrial closure, in particular Tiwairemains a risk

»Distributed generation (e.g. solar) comprises approximately 0.1% of

the total annual generation

»Currently ~2,400 EVs in the total light passenger fleet of ~3 million

Hydro

Geothermal

Wind

Gas

Coal

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

199920002001200220032004200520062007200820092010201120122013201420152016

Contact EnergyAnnual meeting of shareholders
October 2016

2. Contact overview

Contact EnergyAnnual meeting of shareholders
October 2016

10

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Snapshot of Contact Energy

- we are an integrated electricity, gas and LPG business

21%

our share of the electricity

generation market in New Zealand

82%

the proportion of electricity Contact

generated from renewable resources

in FY16

$84/MWh

the netback we received from retail

sales in FY16

$31/MWh

the average cost to supply energy to

our customers in FY16

20%

our share of the national electricity

and gas markets (41% of LPG

market)

560k

customer connections across

electricity, natural gas and LPG

+12

our net promoter score for the 6

months ended 31 December 2016

5

th

equal

out of over 5,000 companies

globally in Thomson Reuters

Diversity & Inclusion Index as at

30 June 2016

$2.8bn

netassets

at 30 June 2016

BBB

S&P issuer rating

since 2002

71k

share and bond investors

at31 December 2016

36%

gearing ratio as at

30 June 2016

Contact EnergyAnnual meeting of shareholders
October 2016

11

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Name

Capacity

FY16 Gen

Contact’s operations have a national focus with 11

power stations totalling 1,969 MW capacity

Contact EnergyAnnual meeting of shareholders
October 2016

12

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Connecting customers and markets to renewable

resources

Investments in our generation portfolio

have ensured a robust business with low-

cost, long-life and flexible generation

assets with our focus on safety, reliability

and resource utilisation

Investments in core systems and

capability is providing us opportunities to

increase our digital connection to

customers, improve our insights through

analytics and is an attractive offering for

partners in home services and new

technologies

Contact EnergyAnnual meeting of shareholders
October 2016

13

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Well run generation and wholesale operations

currently drive most cashflow

EBITDAF segmentation

-

100

200

300

400

500

600

FY12FY13FY14FY15FY16

EBITDAF ($m)

GenerationCustomer

»Contribution from generation has increased

following $1.7bn investment programme

completed with the commissioning of Te Mihi

in April 2014

»Retail competition continues to put pressure

on customer electricity margins

»FY14 generation EBITDAF included $43m

compensation as a result of the delayed

start-up of the Te Mihi power station

Contact EnergyAnnual meeting of shareholders
October 2016

Our generation is well positioned for the long term

Low cost renewable

generation portfolio

Flexible thermal

generation

Balanced wholesale

market

Strong internalised

risk management

and safety culture

01

02

03

04

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

14

Contact EnergyAnnual meeting of shareholders
October 2016

15

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

In a competitive retail market, converting improved

operational performance into value remains the focus

• New products

• Battery and solar trials

We’ve listened to

our customers

and delivered

• Debt management

processes

• Streamlined online

experience

We’ve improved

how we operate

• Refreshed customer

leadership team

• Digital and analytics

capability

We’ve organised

our business for

the new world

1H152H151H162H161H17

Change in customer numbers

-7,300-1,600-9,800+5,380-3,100

Average time to answer

(seconds)

220268222141128

Churn (variance to market)

+2.9%-0.2%+1.1%-1.3%-0.3%

% of residential customers on

>10% discount

63%70%76%82%84%

% on a fixed term product

9%10%11%24%28%

% with MMdualfuels or

products

18%20%20%22%22%

Cost to serve per customer

$113$124$122$106$118

Number of vacant properties

12,80011,50010,0004,5003,900

Average late bills >30 days

12,0005,0002,0001,100850

Bad debt expense (net) as a %

of retail revenue

0.55%0.70%0.67%0.52%0.49%

Contact EnergyAnnual meeting of shareholders
October 2016

3. Business performance update

Contact EnergyAnnual meeting of shareholders
October 2016

Free cash flowBalance Sheet

Investment in growth

17

»Operating cash flow

•Less net

interest paid

•Lessstay in

business capex

•Addproceeds

from asset sales

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

»Ordinary dividend equal to

100% underlying profit

»Special dividend where

imputation credits available

»Share buyback

»Returns greater than risk

adjusted cost of capital

»Focus on areas of strength

Our financial framework

»Our focus is on free cash flow generation and ensuring

a robust balance sheet

Distributions

»Investment grade

credit rating

• Net debt /

EBITDA ratio of

2.6 – 3.0

Contact EnergyAnnual meeting of shareholders
October 2016

18

Following a period of significant capital investment,

operating cash flow remains strong

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Group EBITDAF and NPAT

Group operating and net investing cashflow

»One off non-cash impairments at Otahuhuand Taheke

and a write-down of inventory gas resulted in a loss in

FY16 of $66m

»Following a period of significant capital investment

operating cash flow is strong, despite margin pressure

in mass market electricity retailing

-200

-100

0

100

200

300

400

500

600

700

FY11FY12FY13FY14FY15FY161H161H17

$m

Statutory Profit / (Loss)EBITDAF

0

100

200

300

400

500

600

FY11FY12FY13FY14FY15FY161H161H17

$m

Investing cash outflowOperating cash inflow

Contact EnergyAnnual meeting of shareholders
October 2016

19

Contact raised equity to maintain its investment grade

credit rating during the period of capital investment

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Total assets and liabilities

Shareholders’ equity and gearing

»Gearing has remained low over the period of capital investment, increasing in FY15 and FY16 due to capital management

initiatives and one-off impairments reducing the book value of equity, and has since stabilised

»As at 31 December 2016:

»Face value of total borrowings $1.61bn (including finance leases), relative to shareholders’ equity of $2.82bn

»Balance sheet gearing (net debt / net debt + shareholders’ equity) is 36.1%

0.0

1.0

2.0

3.0

4.0

5.0

6.0

FY11FY12FY13FY14

FY15

FY16

1H16

1H17

$bn

Total assetsTotal liabilitiesBorrowings

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

FY11FY12FY13FY14FY15FY161H161H17

Gearing ratio

$bn

Shareholders equityGearing ratio

Contact EnergyAnnual meeting of shareholders
October 2016

20

Focus continues on the reduction of both operating and

capital expenditure

»1H17 capex $63m, $8m lower than 1H16

»The reduction in thermal generation in the period has

allowed for the partial deferral of TCC major maintenance

with $9m moved from FY17 to FY18

»Capex expected to be $70 - $80m per annum from FY18

»1H17 other operating expenses were down $4m, 3% lower

than 1H16

• Labour costs down primarily due to reduced FTE’s

• Reduced bad debt write-offs

• Lower insurance costs

• AGS facility costs were re-classified in the period,

increasing other operating expenses by $3m over 1H16

(full year impact on prior period comparison is $6m).

»Savings to continue

• IT systems simplification move to the cloud

• Reduced churn costs and an increase in digital self-

service

Other operating expensesCapital expenditure

Capital expenditure

-

20

40

60

80

100

120

140

FY16FY17FY18FY19FY20

$m

Plant maintenanceCorporate/ RetailWairakei Investment ProgrammeResourcesGas infrastructure

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

4. Capital structure & funding requirements

Contact EnergyAnnual meeting of shareholders
October 2016

22

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Contact remains committed to an investment grade

credit rating

Contact has had a BBB rating since 2002 - why BBB?

Solid foundation for the management of

operational and financial risks

Efficient capital structure

Access to diverse sources of funding

markets and jurisdictions

Attractive relative pricing and terms

A margin of safety within the investment

grade rating

Debt levels and interest costs falling, with

key S&P metric forecast to return to target

net debt / EBITDA ratio of 2.6 – 3.0

Contact EnergyAnnual meeting of shareholders
October 2016

30%

29%

28%

4%

9%

Bank DebtDomestic bondsUSPPNEXICP

23

Funding sources (at 31 December 2016)

Contact’s balance sheet is supported by a robust

funding portfolio

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

»Contact benefits from a funding portfolio that is flexible, efficient, diverse and has a manageable maturity profile:

•As at 31 December 2016, $600m total committed bank facilities ($187m drawn) and $185m commercial paper

•Weighted average tenor of funding facilities 3.9 years at 31 December 2016

•Weighted average interest rate has fallen from 7.2% in FY12 to 5.3% in FY16 and 5.1% in 1H17

»Funding requirement arises from maturity of $100m of domestic wholesale bonds on 13 April 2017

»Following this bond issuance, Contact will have domestic bond maturities every calendar year from 2018 to 2022, demonstratingit s

commitment to this market

Funding maturity profile (at 31 December 2016)

-

50

100

150

200

250

300

350

400

450

FY17FY18FY19FY20FY21FY22FY23 - FY27FY28 - FY32

$m

Maturity

NEXIUSPPDomestic bondsBank

Contact EnergyAnnual meeting of shareholders
October 2016

24

Contact credit highlights

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

Significant

positive

free cash

flow

Strong

balance

sheet

BBB S&P

issuer

rating

since 2002

Diversified

funding with

well spread

maturity

profile

Vertically

integrated

business with

diversified

portfolio

Well run,

largely

renewable

generation

drives

value

Independent

board with

diverse

experience

and

perspectives

Leveraging

technology

investment

across

large

customer

base

Contact EnergyAnnual meeting of shareholders
October 2016

5. Bond offer information

Contact EnergyAnnual meeting of shareholders
October 2016

26

Key terms of the offer

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

* Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto have been complied with. However,

NZX accepts no responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.

IssuerContact Energy Limited

DescriptionUnsecured, unsubordinated, fixed rate obligations of the Issuer

Negative PledgeTheSupervisor, on behalf of the Bondholders, has the benefit of certain provisions of the deed of negative pledge and guarantee

between Contact and certain of its subsidiaries dated 19 May 2005 (Negative Pledge). Among other things, the Negative Pledge

provides that Contact will not grant any security interest in its assets except under certain limited exceptions set out in the Negative

Pledge. The Bonds are not guaranteed by any person

IssueAmountUp to NZ$75,000,000 with the ability to accept oversubscriptions up to NZ$25,000,000 at the discretion of the Issuer

MaturityDate15 November 2022

Interest RateThe sum of the Base Rate plus the Issue Margin, on the Rate Set Date as set out in the Terms Sheet

Indicative Issue Margin1.50 – 1.65% p.a.

Interest Payments Quarterly in arrear in equal payments on 15 February, 15 May, 15 August and 15 November or such other dates in each year as

determined by the Issuer with the prior written consent of the Supervisor and recorded in the register of the Bonds

Interest paid on the first Interest Payment Date will be for the period from (and including) the Issue Date to the first Interest Payment

Date (15 May 2017)

Application AmountsMinimum NZ$5,000 with multiples of NZ$1,000 thereafter

Listing*It is expected the Bonds will be quoted under the ticker code CEN040 on the NZX Debt Market

Issue Credit RatingBBB (Standard & Poor’s)

Financial CovenantThe ratio of consolidated unsubordinated group debt to consolidated unsubordinated group debt plus shareholders’funds (as

described in the Negative Pledge) must not exceed 60%

BrokerageNil

SettlementSettlement via secondary market transactions with Westpac Banking Corporation

Contact EnergyAnnual meeting of shareholders
October 2016

27

Key dates and offer process

Retail Bond Offer February 2017

Investor presentationContact Energy Limited

DateProcess

13 February 2017 (Monday)Offer opens

13– 16 February 2017Roadshow presentations in Auckland and Wellington and investor call

17 February 2017 (Friday)Offer closes – bids due 12pm

17 February 2017Allocations and rate set post 1pm

23 February 2017 (Thursday)Issuanceand settlement date

24 February 2017 (Friday)Expected date of initial quotation

15 May 2017First Interest Payment Date

15 November2022Maturity Date

Questions?

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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