Precinct launches retail bond offer

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
NZX announcement – 13 November 2017
Precinct launches retail bond offer
Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) has announced an offer of up
to NZ$75,000,000 (with the ability to accept up to an additional NZ$25,000,000 at Precinct’s
discretion) of secured, unsubordinated, fixed rate 7 year bonds (Bonds) to institutional
investors and New Zealand retail investors.
The offer opens today and 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 indicative margin range above the 7 year swap rate for the Bonds is 1.50% to 1.60% per
annum, subject to a minimum interest rate of 4.40% per annum. The margin and interest
rate will be set on 17 November 2017 following a bookbuild process and will be announced
by Precinct via NZX shortly thereafter.
The Bonds are expected to be quoted on the NZX Debt Market.
Further details of the offer of the Bonds are contained in the indicative terms sheet which
has been prepared for the offer and is attached.
There is no public pool for the offer, with 100 per cent of the Bonds reserved for clients of the
Joint Lead Managers, the Co-Manager, NZX participants and other approved financial
intermediaries. The offer will close on 17 November 2017 following the bookbuild process.
Interested investors should contact the Joint Lead Managers or the Co-Manager (details
below) or their usual financial adviser for more details.
Arranger and Joint Lead Manager
ANZ New Zealand Limited

Phone: 0800 269 476
Joint Lead Managers
First NZ Capital Securities Limited Forsyth Barr Limited

Phone: 0800 005 678 Phone: 0800 367 227
Co-Manager
Hobson Wealth Partners Limited

Phone: 0800 742 737
Ends

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

For further information, please contact:

Scott Pritchard George Crawford
Chief Executive Officer Chief Operating Officer
Office: +64 9 927 1640 Office: +64 9 927 1641
Mobile: +64 21 431 581 Mobile: +64 21 384 014
Email: scott.pritchard@precinct.co.nz Email: george.crawford@precinct.co.nz

Richard Hilder
Chief Financial Officer
Office: +64 9 927 1645
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz


About Precinct (PCT)
Precinct is New Zealand’s only listed city centre specialist investing predominately in premium
and A-grade commercial office property. Listed on the NZX Main Board, PCT currently owns
15 New Zealand buildings – Auckland’s PwC Tower, AMP Centre, ANZ Centre, Zurich House,
HSBC House, Mason Brothers Building, 12 Madden Street and Commercial Bay; and
Wellington’s State Insurance Building, 157 Lambton Quay, No. 1 and No. 3 The Terrace,
Pastoral House, Mayfair House, Deloitte House and Bowen Campus.

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INDICATIVE TERMS SHEET
13 NOVEMBER 2017
Up to $100,000,000 fixed rate bonds
PRECINCT PROPERTIES NEW ZEALAND LIMITED
Arranger and Joint Lead Manager
Joint Lead ManagersCo-Manager
Artist’s impression of Commercial Bay at completion

02
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET
FOR AN OFFER OF UP TO $100,000,000 FIXED RATE BONDS
This Terms Sheet sets out the key terms of the offer ("Offer") by Precinct Properties New Zealand Limited ("Precinct") of up to $75,000,000
fixed rate bonds, with the ability to accept oversubscriptions at Precinct's discretion of up to $25,000,000, maturing on 27 November
2024 ("2024 Bonds") under its master trust deed dated 27 November 2017 (as last amended on 25 August 2017 and as amended from
time to time) ("Trust Deed"), as modified and supplemented by the supplemental trust deed dated 13 November 2017 (together with
the Trust Deed, "Trust Documents") entered into between Precinct and The New Zealand Guardian Trust Company Limited
("Supervisor").
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the Trust
Documents. In this Terms Sheet, "Business Day" means a working day (as defined in the Interpretation Act 1999), except that in the
context of Listing Rules it means a day on which the NZX Debt Market is open for trading.
Important Notice
The offer of debt securities by Precinct 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 Precinct's bonds maturing on 17 December 2021, which have a fixed interest rate of 5.54% per
annum and are currently quoted on the NZX Debt Market under the ticker code PCT010 (“Existing Bonds”).
Accordingly, the 2024 Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014.
Precinct 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/PCT.
The Existing Bonds are the only debt securities of Precinct that are currently quoted in the same class as the 2024 Bonds.
Investors can refer to nzx.com/markets/NZDX/bonds to find out how the market assesses the returns and risk premium for the Existing
Bonds. This website allows investors to compare the yield of the financial products listed on the NZX Debt Market. When comparing the
yield of two debt securities, it is important to consider all relevant factors (including the credit rating (if any), maturity and the other
terms of the relevant debt securities).
Key Terms of the 2024 Bonds
IssuerPrecinct Properties New Zealand Limited ("Precinct").
Description
The 2024 Bonds are fixed rate secured bonds.
The 2024 Bonds will be secured by Mortgages and will rank equally with certain other senior
obligations of Precinct secured by the same Mortgages.
Security
The 2024 Bonds benefit (on an equal ranking basis with other secured creditors, including Precinct’s
lenders under the Bank Facility Agreement, Holders of the Existing Bonds, holders of the US$75 million
in principal amount of senior secured notes issued by Precinct to investors in the United States on
27 January 2015 and any future secured creditors) from mortgages over real property (“Mortgages”)
granted from time to time by Precinct and the Guarantors (each, a “Security Provider”).
In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by
virtue of that security) rank ahead of all other creditors of that Security Provider other than certain
statutorily preferred creditors.
Guarantee
The 2024 Bonds are guaranteed on a joint and several basis by the Guarantors. The guarantee
obligations of the Guarantors are not limited and are secured by the Mortgages.
As at the date of this Terms Sheet, the Guarantors are Precinct Properties Holdings Limited and
Precinct Properties Wynyard Limited.

03
INDICATIVE TERMS SHEET
Purpose
Precinct will use the net proceeds of the Offer to repay a portion of bank debt facilities and for
general corporate purposes.
No Rating
The 2024 Bonds are unrated.
Issue Amount
Precinct is offering up to $75,000,000 of 2024 Bonds, with the ability to accept oversubscriptions at its
discretion of up to $25,000,000.
Opening Date
Monday, 13 November 2017.
Closing Date
12.00pm, Friday, 17 November 2017.
Rate Set Date
Friday, 17 November 2017.
Issue Date and Allotment Date
Monday, 27 November 2017.
Expected Date of initial
quotation on NZX Debt Market
Tuesday, 28 November 2017.
Maturity Date
Wednesday, 27 November 2024.
Interest Rate
To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild
process.
The Interest Rate will be the sum of the Issue Margin and the Base Rate. However, Precinct has
agreed the Interest Rate will not be less than 4.40% per annum.
The Interest Rate will be announced by Precinct via NZX on or shortly after the Rate Set Date.
Interest will accrue from the Issue Date of the 2024 Bonds.
Indicative Issue Margin
The indicative range of the Issue Margin is 1.50 - 1.60% 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 Arranger in consultation with Precinct, according to market
convention, with reference to Reuters page ICAPKIWISWAP2 (or any successor page) on the Rate
Set Date and rounded to 2 decimal places, if necessary, with 0.005 being rounded up.
Interest Payments
Interest will be payable semi-annually in arrear in equal amounts on 27 May and 27 November of
each year up to and including the Maturity Date. If an Interest Payment Date is not a Business Day,
the due date for the payment to be made on that date will be the next following Business Day and
no adjustment will be made to the amount payable as a result of the delay in payment.
The First Interest Payment Date is on 27 May 2018. As this is a Sunday, interest will be payable on
Monday, 28 May 2018.

04
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
Loan to Value Ratio
Precinct must ensure that while the 2024 Bonds are outstanding, the total principal amount of all
outstanding borrowed money secured by the Mortgages does not exceed 50% of the Mortgaged
Property Value (the “Loan to Value Ratio”).
A breach of the Loan to Value Ratio covenant will not automatically trigger an Event of Default, but
will instead trigger an Event of Review. Following that breach, Precinct may have up to 13 months to
remedy the breach before it will trigger an Event of Default (up to six months to remedy the breach
and, if the breach is not remedied and after Precinct has given notice of the failure to remedy the
breach (such notice to be provided within 20 Business Days after the end of that six month period),
six months to execute any plan provided to the Supervisor to remedy the relevant breach).
For full details of the Events of Default and Events of Review, see clauses 11.1 and 11.2 of the Master
Trust Deed.
Permitted Security
As a general matter, Precinct undertakes to the Holders that it will not grant security over any of its
assets. There are certain exclusions to this undertaking, being security:
• granted over debt in an amount equal up to 15% of the Group’s Total Tangible Assets. However,
such security is only permitted if there is no Event of Default at the time the security is granted
and one will not occur as a result of granting such security; or
• which arises by statute; or
• which is in favour of the Security Trustee; or
• granted with the consent of the Bank Facility Lenders.
The consent of Holders for Precinct to grant security over any of its assets is not required in the above
circumstances. Such security may rank behind the Mortgages or may be over assets which Holders
do not have security over.
Distribution Stopper
Precinct is not permitted to make any Distribution to any person outside the Group if an Event of
Default has occurred and is continuing or if the making of the Distribution would result in the
occurrence of an Event of Default.
Brokerage
0.50% brokerage plus 0.25% on firm allocations paid by Precinct.
Such amounts will be distributed as appropriate to Primary Market Participants and approved
financial intermediaries.
Record Date
The tenth calendar day before the due date for that payment or, if that day is not a Business Day,
the preceding Business Day or such other date as is advised by the Registrar to Holders from time to
time.
Principal Amount and Issue Price
$1.00 per 2024 Bond.
Minimum Application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Registrar
Computershare Investor Services Limited.
Further Indebtedness
Precinct may, without the consent of the Holders of the 2024 Bonds, issue additional securities or
other debt obligations on such other terms and conditions as Precinct may think fit.

05
INDICATIVE TERMS SHEET
How to apply
All of the 2024 Bonds, including oversubscriptions, are reserved for clients of the Joint Lead
Managers, institutional investors and other primary market participants invited to participate in the
bookbuild. There will be no public pool for the offer. Accordingly, retail investors should contact any
Joint Lead Manager, their financial adviser or any primary market participant for details on how they
may acquire 2024 Bonds. You can find a primary market participant by visiting www.nzx.com/
investing/find_a_participant.
In respect of oversubscriptions or generally, any allotment of 2024 Bonds will be at Precinct's
discretion, in consultation with the Joint Lead Managers. Precinct reserves the right to refuse all or
any part of an application without giving any reason.
Each investor's financial adviser will be able to advise them as to what arrangements will need to be
put in place for the investors to trade the 2024 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.
ISIN
NZPCTDT002C9.
Transfers
Holders are entitled to sell or transfer their 2024 Bonds at any time subject to the terms of the Trust
Documents and applicable securities laws and regulations. Precinct may decline to register a
transfer of 2024 Bonds for the reasons set out in the Trust Documents.
The minimum amount of 2024 Bonds a Holder can transfer is $1,000, and integral multiples of $1,000
thereafter. No transfer of 2024 Bonds or any part of a Holder’s interest in a 2024 Bond will be
registered if the transfer would result in the transferor or the transferee holding or continuing to hold
2024 Bonds with an aggregate principal amount of less than the minimum holding of $5,000 (other
than zero).
NZX has approved these restrictions on the transfer of the 2024 Bonds.
NZX Quotation
Precinct will take any necessary steps to ensure that the 2024 Bonds are, immediately after issue,
quoted. Application has been made to NZX for permission to quote the 2024 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
PCT020.
NZX Waivers
NZX has granted Precinct a waiver from NZX Listing Rule 5.2.3 to enable Precinct to apply for
quotation on the NZX Debt Market even though the 2024 Bonds may not initially be held by at least
100 members of the public holding at least 25% of the 2024 Bonds issued. The waiver has been
granted for a period of six months from the quotation date of the 2024 Bonds. The effect of the
waiver from NZX Listing Rule 5.2.3 is that initially the 2024 Bonds may not be widely held and there
may be reduced liquidity in the 2024 Bonds. To the extent that there is a material reduction in the
spread of the 2024 Bonds, Precinct will notify NZX accordingly.
NZX has also granted Precinct a waiver from NZX Listing Rule 7.11.1 to allow allotment of the 2024
Bonds to occur within six Business Days of the Closing Date.

06
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
Selling Restrictions
The 2024 Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable
laws and regulations in New Zealand. No 2024 Bonds may be offered for sale or sold in any other
country or jurisdiction except with the prior consent of Precinct and 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.
By purchasing the 2024 Bonds, each Holder agrees to indemnify Precinct in respect of any loss, cost,
liability or expense sustained or incurred by Precinct as a result of the breach by the Holder of the
selling restrictions set out above.
The dates set out in this Terms Sheet are indicative only and are subject to change. Precinct has the right in its absolute discretion and
without notice to close the Offer early, to accept late applications, to extend the Closing Date(subject to the applicable NZX Listing
Rules) or to choose not to proceed with the Offer. If the Closing Date is extended, subsequent dates may be extended accordingly. If
Precinct chooses not to proceed with the Offer, all application monies received will be refunded (without interest) as soon as
practicable (within 10 Business Days).
Copies of the Trust Documents can be obtained on request to the Registrar or Precinct at the addresses set out below (or such office
as may be notified to Holders).
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.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult
your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with
relevant laws and regulations applicable to them (including any required registrations).
For further information regarding Precinct, visit www.nzx.com/companies/PCT.

07
CONTACT DETAILS
CONTACT DETAILS
NameContact details
IssuerPrecinct Properties New Zealand LimitedLevel 12
188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
RegistrarComputershare Investor Services LimitedLevel 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
Arranger and Organising ParticipantANZ Bank New Zealand LimitedLevel 26, ANZ Centre
23-29 Albert Street
Auckland 1010
Telephone: 0800 269 476
Joint Lead ManagersANZ Bank New Zealand LimitedLevel 10, ANZ Centre
171 Featherston Street
Wellington 6140
Telephone: 0800 269 476
First NZ Capital Securities LimitedLevel 39, ANZ Centre
23-29 Albert Street
Auckland 1010
Telephone: 0800 005 678
Forsyth Barr LimitedLevel 23, Lumley Centre
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
Co-ManagerHobson Wealth Partners LimitedLevel 17, Lumley Centre
88 Shortland Street
Auckland 1010
Telephone: 0800 742 737
SupervisorThe New Zealand Guardian Trust Company
Limited
Level 15
191 Queen Street
Auckland, 1010
Security TrusteePublic TrustLevel 35, Vero Centre
48 Shortland Street
Auckland, 1010
Legal advisors to PrecinctChapman TrippLevel 38, ANZ Centre
23-29 Albert Street
Auckland, 1010

P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D
I N D I C A T I V E T E R M S S H E E T
13 NOVEMBER 2017
Up to $100,000,000 fixed rate bonds
[NOT FINAL VERSION - TO BE REPLACED BY INDESIGN PDF VERSION]
Joint Arrangers and Joint
Lead ManagersJoint Lead Managers