Notification of issue of CFH securities

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington 6140
New Zealand
Email: company.secretary@chorus.co.nz







STOCK EXCHANGE ANNOUNCEMENT

21 February 2017


Notification of issue of CFH securities

Chorus Limited has issued further Crown Fibre Holdings (CFH) securities as per the
attached notices.





ENDS



For further information:

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz

---

Chorus Limited

NZX Client Market Services
NZX Limited
Wellington



21 February 2017

NOTIFICATION OF ISSUE OF SECURITIES

For the purposes of Listing Rule 7.12.1 Chorus Limited (NZX: CNU) (Chorus) advises that the
following Securities have been issued pursuant to the terms of the subscription agreement
between Chorus and Crown Fibre Holdings Limited (CFH) dated 9 November 2011
(Subscription Agreement):

a) Class of
Securities

CFH Equity Securities (unquoted) CFH Warrants (unquoted)
ISIN Not applicable Not applicable
b) Number issued 4,617,899 286,475
c) Issue price $1.00 per CFH Equity Security Nil
d) Payment Cash Nil
e) Amount paid up Paid in full Not applicable
f) Principal terms of
Securities (other
than for Quoted
Securities)
CFH Equity Securities are
redeemable preference shares
carrying no right to vote at
meetings of holders of ordinary
Chorus shares, but entitle the
holder to a right to a repayment
preference on liquidation.
Dividends will become payable on a
portion of the CFH Equity Securities
from 2025 onwards, with the
portion of CFH Equity Securities
that attract dividends increasing
over time.
Further information regarding the
terms of the CFH Equity Securities
is set out in Section 6.4.4 of the
demerger scheme booklet dated 13
September 2011 which is available
at
https://www.chorus.co.nz/file/53605
/scheme-booklet.pdf
CFH Warrants are an option to
acquire ordinary shares in Chorus on
a specified exercise date at a set
strike price.
Further information regarding the
terms of the CFH Warrants is set out
in Section 6.4.4 of the demerger
scheme booklet dated 13 September
2011 which is available at
https://www.chorus.co.nz/file/53605/s
cheme-booklet.pdf
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington 6140
New Zealand
Email: company.secretary@chorus.co.nz

Chorus Limited

g) Percentage of
the total Class
of Securities
issued
0.99% of those CFH Equity
Securities eligible to be issued
under this programme
0.99% of those CFH Warrants
eligible to be issued under this
programme
h) Reason for issue Call notice issued by Chorus to CFH
on 16 February 2017 pursuant to
the terms of the Subscription
Agreement
Call notice issued by Chorus to CFH
on 16 February 2017 pursuant to the
terms of the Subscription Agreement
i) Specific authority
for issue
Board resolution passed on 3 April
2012
Board resolution passed on 3 April
2012
j) Terms or details
of issue
The terms of issue are as set out in
the Subscription Agreement.
Further information regarding the
terms of the CFH Equity Securities
is set out in Section 6.4.4 of the
demerger scheme booklet dated 13
September 2011 which is available
at
https://www.chorus.co.nz/file/53605
/scheme-booklet.pdf
The terms of issue are as set out in
the Subscription Agreement. Further
information regarding the terms of
the CFH Warrants is set out in
Section 6.4.4 of the demerger
scheme booklet dated 13 September
2011 which is available at
https://www.chorus.co.nz/file/53605/s
cheme-booklet.pdf
k) Total number of
Securities of
Class after issue
282,356,490 (unquoted) 17,064,829 (unquoted)
l) Treasury Stock
(acquisition only)
Not applicable Not applicable
m) Date of issue 20 February 2017 20 February 2017


Yours faithfully

Vanessa Oakley
General Counsel & Company Secretary

---

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13


Name of entity
Chorus Limited (“Chorus”)

ABN
152 485 848

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

CFH Equity Securities, CFH Debt Securities & CFH
Warrants



2
Number of
+
securities issued or
to be issued (if known) or
maximum number which may be
issued

4,617,899 CFH Equity Securities
4,617,899 Debt Securities
286,475 CFH Warrants

3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)

The CFH Equity Securities are redeemable preference
shares carrying no right to vote at meetings of holders of
ordinary Chorus shares, but entitle the holder to a right
to a repayment preference on liquidation.

The CFH Debt Securities are unsecured, non interest
bearing and carry no voting rights at meetings of holders
of ordinary Chorus shares.

The CFH Warrants are an option to acquire ordinary
shares in Chorus on a specified exercise date at a set strike
price.

The terms of the issue for the CFH Equity Securities, CFH
Debt Securities and the CFH Warrants are as set out in
the the subscription agreement between Chorus and
Crown Fibre Holdings Limited (CFH) dated 9
November 2011 (Subscription Agreement). Further
details are set out on pages 139 to 142 of the demerger
Scheme Booklet dated 13 September 2011 and available at
https://www.chorus.co.nz/file/53605/scheme-
booklet.pdf

4
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
CFH Equity Securities

No.
On a liquidation or winding up of Chorus, holders of CFH
Equity Securities will have the right to repayment of the
issue price ranking behind creditors of Chorus but ahead
of the ordinary Chorus shares. The CFH Equity Securities
will otherwise carry no right to share in the surplus assets
of Chorus on winding up or liquidation.

CFH Debt Securities
No.
The principal amount of each CFH Debt Security will
consist of a senior portion, equal to the present value
of the sum repayable on the CFH Debt Security, and a
subordinated portion equal to the remainder of the
face value. The senior portion will rank equally with all
other unsecured, unsubordinated creditors of Chorus.
The subordinated portion will rank below all other
indebtedness of Chorus. On winding up, dissolution or
liquidation of Chorus, no payment shall be made to
holders of CFH Debt Securities in respect of the
subordinated portion until all other indebtedness of
Chorus is repaid in full.

CFH Warrants

N/a


5 Issue price or consideration

$NZ1.00 per CFH Equity Security
$NZ1.00 per CFH Debt Security
Nil per CFH Warrant


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
Call notice issued by Chorus to Crown Fibre Holdings
Limited ("CFH") on 16 February 2017 pursuant to the
terms of the Subscription Agreement. The funds are to
be used by Chorus in the construction of the Ultra-Fast
Broadband network in New Zealand.


6a
Is the entity an
+
eligible entity
that has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/a

6b The date the security holder
resolution under rule 7.1A was
passed
N/a


6c
Number of
+
securities issued
without security holder approval
under rule 7.1
N/a


6d
Number of
+
securities issued
with security holder approval
under rule 7.1A
N/a


6e
Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/a


6f
Number of
+
securities issued
under an exception in rule 7.2
N/a


6g
If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/a


6h
If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
N/a


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/a


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro rata
entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.

20 February 2017 for each of the CFH Equity
Securities, CFH Debt Securities and the CFH
Warrants

Number
+
Class
8
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



406,989,783

500,000,000
Fully paid ordinary shares

Euro Medium Term Notes


Number:
+
Class
9
Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



282,356,490


282,356,490


17,064,829
CFH Equity Securities
(unquoted)

CFH Debt Securities
(unquoted)

CFH Warrants
(unquoted)

10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
CFH Equity Securities
To the extent they have not been redeemed,
dividends will become payable on an increasing
proportion of the CFH Equity Securities from 2025
onwards. The dividend rate on the CFH Equity
Securities will be equal to a reference rate plus a
margin of 6% per annum.
Chorus is not obliged to declare any dividend on
CFH Equity Securities in respect of any period, but
if it does not make a scheduled dividend on the
CFH Equity Securities it may not make any
distribution on ordinary shares until a subsequent
dividend on the CFH Equity Securities is paid in
full. The dividends payable on the CFH Equity
Securities are non-cumulative.
If at any time Chorus' credit rating is three notches
or more below its initial rating, no dividends will
be scheduled or payable on the CFH Equity
Securities.
Details of the dividends for the CFH Equity
Securities are set out on pages 140 to 141 of the
demerger Scheme Booklet dated 13 September 2011
and available at
https://www.chorus.co.nz/file/53605/scheme-
booklet.pdf
CFH Debt Securities
N/a

CFH Warrants
N/a


Part 2 - Pro rata issue

11 Is security holder approval
required?

N/a


12 Is the issue renounceable or non-
renounceable?
N/a


13
Ratio in which the
+
securities will
be offered
N/a


14
+
Class of
+
securities to which the
offer relates
N/a

15
+
Record date to determine
entitlements
N/a


16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
N/a


17 Policy for deciding entitlements
in relation to fractions

N/a


18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/a


19 Closing date for receipt of
acceptances or renunciations
N/a

20 Names of any underwriters

N/a


21 Amount of any underwriting fee
or commission
N/a


22 Names of any brokers to the issue
N/a


23 Fee or commission payable to the
broker to the issue
N/a


24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/a


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/a


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/a


27 If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
N/a

28 Date rights trading will begin (if
applicable)
N/a


29 Date rights trading will end (if
applicable)


N/a


30 How do security holders sell their
entitlements in full through a
broker?
N/a


31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
N/a



32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
N/a


33
+
Issue date


N/a

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34
Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders

36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities


Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)

Number
+
Class
42
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may quote
the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the
+
securities to be quoted complies with the law and is not for an
illegal purpose.

 There is no reason why those
+
securities should not be granted
+
quotation.

 An offer of the
+
securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the Corporations
Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this
warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and that
no-one has any right to return any
+
securities to be quoted under sections 737,
738 or 1016F of the Corporations Act at the time that we request that the
+
securities be quoted.

 If we are a trust, we warrant that no person has the right to return the
+
securities
to be quoted under section 1019B of the Corporations Act at the time that we
request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim,
action or expense arising from or connected with any breach of the warranties in this
agreement.

4 We give ASX the information and documents required by this form. If any information
or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and complete.


Sign here: ......................................................... Date: 20 February 2017
(Director/Company Secretary)

Print name: Vanessa Oakley

== == == == ==