Contact Energy sets rate on bond offer

17 February 2017

Contact Energy sets rate on bond offer

Following the successful bookbuild process for its bond offer, Contact Energy Limited
(“Contact”) confirmed today that the offer has closed and Contact has accepted NZ$25
million of oversubscriptions (which is 100% of the amount available for oversubscription). As
a result NZ$100 million of bonds have been allocated to the participants (or their clients) in
the bookbuild process.

The interest rate for the Bonds has been set at 4.63% p.a. This reflects a margin of 1.50%
p.a. over the underlying swap rate. The Bonds will be issued on 23 February 2017 and will
mature on 15 November 2022. The Bonds are expected to be quoted on the NZX Debt
Market under the ticker code CEN040.

The Bonds have an investment grade issue credit rating of BBB from Standard & Poor's.

The full details of the offer are contained in the updated terms sheet which is attached.


ENDS

For further information please contact:

Louise Tong
Head of Treasury and Tax
021 444 224

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Final Terms Sheet

Fixed Rate Bonds
Maturing
15 November 2022











17 February 2017

1


Final Terms Sheet
Fixed Rate Bonds
Maturing
15 November 2022




17 February 2017
This terms sheet (Terms Sheet) sets out the key
terms of the offer by Contact Energy Limited
(Contact) of NZ$100,000,000 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

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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 NZ$100,000,000
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
Issue Margin 1.50 percent per annum
Interest Rate 4.63 percent per annum, being the sum of the Base Rate plus the Issue
Margin.
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

Contact Energy Bonds – Terms Sheet

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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.
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-eli gibility 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.

Contact Energy Bonds – Terms Sheet

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Supervisor The New Zealand Guardian Trust Company Limited
Governing Law New Zealand
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

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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 l imiting 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

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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.

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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.