Kiwi Property/Announcement
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Bond offer

Debt Issuance3 December 2017KPGReal Estate

NZX RELEASE
4 December 2017

Bond offer



Kiwi Property Group Limited (Kiwi Property) confirmed today that it is offering up to $75 million

(plus up to $50 million of over-subscriptions) of seven-year fixed-rate senior secured bonds

maturing on 19 December 2024 to institutional 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 notice

required by the Financial Markets Conduct Regulations 2014 has been provided to NZX and is

attached.

The bonds are expected to be quoted on the NZX Debt Market. The bonds are expected to be

assigned an issue credit rating of BBB+ by S&P Global Ratings

1

. Kiwi Property’s current corporate

credit rating is BBB (stable).

Full details of the bond issue are contained in the terms sheet which has been prepared for the

offer and is also attached, as is an investor presentation on the bond offer.

The offer will open with an indicative margin range of 1.45 per cent to 1.55 per cent, subject to a

minimum interest rate of 4.25 per cent. An announcement of the actual margin (which may be

above or below the indicative margin range mentioned above) and the actual interest rate on

the bonds will be made following the bookbuild process, expected to be on 12 December 2017.

The terms sheet will be updated to include the margin and the interest rate and will be released

on the same day.

There is no public pool for the offer, with all the bonds being reserved for clients of Deutsche Craigs

Limited, Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand

branch) (as Joint Lead Managers), Bank of New Zealand and Forsyth Barr Limited (as Co-Managers),

NZX participants and other approved financial intermediaries. The offer will close on

12 December 2017.

Interested investors should contact the Joint Lead Managers, Co-Managers or their usual

financial adviser for more details.

For further information please contact:

Joint Lead Managers

Deutsche Craigs Limited Westpac Banking Corporation (ABN 33 007 457 141)

0800 226 263 (acting through its New Zealand branch)

0800 942 822

Co-Managers

Bank of New Zealand Forsyth Barr Limited

0800 284 017 0800 367 227

> Ends


1

Further information about S&P Global Ratings’ credit rating scale is available at www.standardandpoors.com.

A rating is not a recommendation by any rating organisation to buy, sell or hold Kiwi Property securities. The

rating is current as at the date of this announcement and may be subject to suspension, revision or

withdrawal at any time by S&P Global Ratings.



2

Contact us for further information

Gavin Parker

Chief Operating Officer

gavin.parker@kp.co.nz

+64 9 359 4012

Stuart Tabuteau

Chief Financial Officer

stuart.tabuteau@kp.co.nz

+64 9 359 4025

About us

Kiwi Property (NZX: KPG) is the largest listed property company on the New Zealand Stock

Exchange and is a member of the S&P/NZX 15 Index. We’ve been around for more than 20 years

and we proudly own and manage a $3.1 billion portfolio of real estate, comprising some of New

Zealand’s best shopping centres and prime office buildings. Our objective is to provide investors

with a reliable investment in New Zealand property by targeting superior risk-adjusted returns over

time through the ownership and active management of a diversified, high-quality portfolio. S&P

Global Ratings has assigned Kiwi Property a corporate credit rating of BBB (stable) and an issue

credit rating of BBB+ for each of its existing fixed-rate senior secured bonds. Kiwi Property is

licensed under the Real Estate Agents Act 2008. To find out more, visit our website kp.co.nz

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fixed-rate senior secured bonds
maturing 19 December 2024

terms sheet

co-managers

bond

bond

joint lead managers

kiwi property
terms sheet – fixed-rate senior secured bonds

1

kiwi property terms sheet –

fixed-rate senior secured bonds

Maturing 19 December 2024

4 December 2017

This terms sheet (Te rm s S h e et) sets out the key terms of the offer by Kiwi Property Group Limited (Kiwi Property) of up to $75 million

(with the ability to accept oversubscriptions of up to $50 million at Kiwi Property’s discretion) of seven-year fixed-rate senior secured

bonds maturing on 19 December 2024 (Bonds). The Bonds will be issued under a master trust deed dated 30 June 2014

(as amended from time to time) and supplemented by a supplemental trust deed dated 4 December 2017 entered into between

Kiwi Property as issuer and Public Trust as supervisor (Supervisor) (together, the Bond Trust Documents).

Important notice

The offer of Bonds by Kiwi Property 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 Kiwi Property’s:

—$125 million fixed-rate senior secured bonds maturing on 20 August 2021 (with a fixed interest rate of 6.15% per annum), which are

currently quoted on the NZX Debt Market under the ticker code KPG010 (KPG010 Bonds), and

—$125 million fixed-rate senior secured bonds maturing on 7 September 2023 (with a fixed interest rate of 4.00% per annum), which

are currently quoted on the NZX Debt Market under the ticker code KPG020 (KPG020 Bonds),

(the KPG010 Bonds and KPG020 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).

Kiwi Property 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/KPG/announcements.

The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Bonds and are currently quoted on

the NZX Debt Market.

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.

Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the Bond

Trust Documents.

Issuer

Kiwi Property Group Limited.

Group

The Issuer and each of its subsidiaries.

Description

The Bonds are fixed-rate senior secured bonds of the Issuer.

Issue Amount

Up to $75 million (with the ability to accept up to a further $50 million of oversubscriptions at

Kiwi Property’s discretion).

The offer is not underwritten.

Minimum Application

Amount and

Minimum Holding

$5,000 with multiples of $1,000 thereafter.

Opening Date

Monday, 4 December 2017, immediately following release on the NZX Debt Market of the notice required

by the FMC Regulations in connection with the offer.

Closing Date

11.00am on Tuesday, 12 December 2017.

Rate Set Date

Tu e s d ay, 12 December 2017.

Issue / Allotment Date

Tuesday, 19 December 2017.

Maturity Date

Thursday, 19 December 2024.

Purpose

The proceeds from the issue of the Bonds will be used to repay bank debt and for general corporate

purposes.

2
Ranking

The Bonds rank equally and without preference among themselves and equally with any other secured

indebtedness owing to a Beneficiary under the security trust deed dated 30 June 2014 (as amended from

time to time) (Security Trust Deed).

Guarantors

Certain wholly owned subsidiaries of the Issuer guarantee the obligations of the Issuer in relation to the

Bonds pursuant to a global security deed dated 5 November 1998 (as amended from time to time) (GSD).

At the date of this Terms Sheet, the guaranteeing subsidiaries are Kiwi Property Holdings Limited,

Kiwi Property Holdings No.2 Limited, Sylvia Park Business Centre Limited and Kiwi Property Te Awa

Limited (together with the Issuer, the Guarantors).

The total assets held by the Guarantors must equal or exceed 90% of the total assets of the consolidated

Group.

Guarantee

Each Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi Property to

holders of Bonds (Bondholders) in respect of the Bonds on a joint and several basis. There are no limits

on the obligations of the Guarantors in respect of the amounts owing under the guarantee.

Security

The Guarantors have granted security over all of their assets under the GSD in favour of New Zealand

Permanent Trustees Limited acting as security trustee for the Bondholders and certain other secured

creditors of the Group (Security Trustee) on an equal ranking basis. The security includes a security

interest over all personal property, a charge over real property and an agreement to mortgage in respect

of real property, and secures all amounts owing to the applicable secured creditors.

The security is held by the Security Trustee for all Beneficiaries (as defined therein) under the Security Trust

Deed (including existing Bondholders, the Group’s bank facility lenders and hedging providers and any

new future secured creditors) on an equal ranking basis. In an insolvency of a Guarantor, the claims of the

senior secured creditors (including the Bondholders) will, by virtue of that security, rank ahead of all other

unsecured creditors of the relevant Guarantor other than certain statutorily preferred creditors.

The Issuer and the Guarantors have also agreed, under the Security Trust Deed, not to create or allow to

exist any other security interests over their assets other than certain permitted security interests (which

include, among others, any security created in favour of the Security Trustee and security interests

securing finance debt that does not exceed 5% of the Group’s total tangible assets).

Gearing Covenant

The Bond Trust Documents include a gearing covenant that requires the Issuer to ensure that, for so long

as any Bonds are outstanding, Finance Debt of the Group does not exceed 45% of the Total Tangible

Assets of the Group at all times.

An unremedied breach of the Gearing Covenant would be an Event of Default under the Bond Trust Documents.

Event of Default

Upon the occurrence of an event of default as set out in the Bond Trust Documents, the Supervisor

may in its discretion, and it must, for certain payment defaults or where a Gearing Covenant breach

remains unremedied after a 13-month remedy period or upon being directed to do so by an extraordinary

resolution of Bondholders, declare the principal amount, all accrued interest and any other amounts due

and payable on the Bonds to be immediately due and payable.

You should refer to the Bond Trust Documents for a description of the specific events which constitute

events of default.

Further Indebtedness

The Group may incur additional Finance Debt (including bank debt or debt in respect of new bonds),

without the consent of Bondholders while the Bonds are outstanding.

Credit Ratings

Kiwi Property Corporate Credit RatingExpected Issue Credit Rating

S&P Global Ratings (S&P)

BBB (stable)BBB+

S&P has assigned a BBB corporate credit rating to Kiwi Property and an issue credit rating of BBB+

to the Existing Bonds. S&P is expected to assign a BBB+ issue credit rating to the Bonds.

Further information about S&P’s credit rating scale is available at www.standardandpoors.com. A rating

is not a recommendation by any rating organisation to buy, sell, or hold Kiwi Property securities. The

above ratings are current as at the date of this Terms Sheet and may be subject to suspension, revision or

withdrawal at any time by S&P.

Series Identifier

Tranche 01 of Series 03.

kiwi property
terms sheet – fixed-rate senior secured bonds

3

Early Repayment

Other than following an Event of Default (as set out in the Bond Trust Documents), Bondholders have no

right to require Kiwi Property to redeem the Bonds prior to the Maturity Date. Kiwi Property does not have

the right to redeem the Bonds early.

Interest Rate

The Interest Rate will be set on the Rate Set Date as being equal to the Base Rate plus the Margin, subject

to a minimum Interest Rate of 4.25 per cent per annum.

The Interest Rate will be announced by Kiwi Property via NZX on or shortly after the Rate Set Date.

Indicative Issue Margin

1.45 to 1.55 per cent per annum.

Margin

The Margin (which may be above or below the Indicative Issue Margin range), will be determined by

Kiwi Property (in consultation with the Joint Lead Managers) following a bookbuild process and

announced via NZX on or shortly after the Rate Set Date.

Base Rate

The semi-annual 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 Kiwi Property,

according to market convention, with reference to Reuters page ‘ICAPKIWISWAP1’ on the Rate Set Date

(rounded to 2 decimal places, if necessary, with 0.005 being rounded up).

Interest Payments

Semi-annually in arrear in equal amounts.

Interest Payment Dates

19 December and 19 June of each year up to and including the Maturity Date.

The first Interest Payment Date will be 19 June 2018.

Payment of Interest

Interest will be payable on an Interest Payment Date to the Bondholder as at the Record Date immediately

preceding the relevant Interest Payment Date.

Record Date

The Record Date for Interest Payment Dates and the Maturity Date is 5.00pm on the tenth calendar day

before the relevant Interest Payment Date or Maturity Date or, if that day is not a Business Day, the next

Business Day.

Business Days

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 or the Maturity 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 Business Day.

Principal Amount

$1.00 per Bond.

Registrar and

Paying Agent

Link Market Services Limited.

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

Transfer Restrictions

As a Bondholder, you may only transfer Bonds if the transfer is in respect of Bonds having an aggregate

Principal Amount that is an integral multiple of $1,000. However, Kiwi Property will not register any

transfer of Bonds if the transfer would result in the transferor or the transferee holding or continuing to

hold Bonds with an aggregate Principal Amount of less than $5,000, unless the transferor would then

hold no Bonds.

NZX Debt Market

Quotation

It is a term of the offer that the Issuer will take any necessary steps to ensure that the Bonds are,

immediately after being issued, quoted on the NZX Debt Market.

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.

Expected Date of Initial

Quotation and Trading

on NZX Debt Market

Wednesday, 20 December 2017.

NZX Debt Market

Ticker Code

KPG030.

ISIN

NZKPGD0030L5.

4
Who May Apply

for Bonds

All of the Bonds are reserved for subscription by clients of the Joint Lead Managers, Co-Managers,

institutional investors and other Primary Market Participants invited to participate in the bookbuild.

There will be no public pool for the Bonds.

Retail investors should contact a Joint Lead Manager, Co-Manager, their financial adviser 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/services/market-participants

Each investor’s broker or financial adviser will be able to advise them as to what arrangements will need

to be put in place for the investor 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.

NZX Approval

NZX has granted approval under NZX Listing Rule 11.1.5 to enable Kiwi Property to include transfer restrictions

in the Bond Trust Documents permitting Kiwi Property to refuse a transfer of the Bonds if the transfer is not in

a multiple of $1,000 and/or results in the transferor or the transferee holding an aggregate principal amount

of less than the minimum holding of $5,000, unless the transferor would then hold no Bonds.

Governing Law

New Zealand.

Joint Lead Managers

Deutsche Craigs Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its

New Zealand branch).

Co-Managers

Bank of New Zealand and Forsyth Barr Limited.

Organising Participant

Craigs Investment Partners Limited.

Fees

Brokerage: 0.50%.

Firm Fee: 0.25%.

Selling Restrictions

Part A – Initial Selling Restrictions

If sold in New Zealand, the Bonds may only be offered in New Zealand in conformity with all applicable laws

and regulations in New Zealand. In respect of the initial offer of the Bonds by the Issuer under this Terms

Sheet (Initial Offer), no Bonds may be offered in any other country or jurisdiction except in conformity with all

applicable laws and regulations of that country or jurisdiction and the selling restrictions set out below in this

Part A. 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 set out below in this Part A. For the avoidance of doubt,

the selling restrictions set out below in this Part A apply only in respect of the Initial Offer.

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 (Regulation S)).

None of the Issuer, the Joint Lead Managers, the Co-Managers nor any person acting on its or their behalf

has engaged or will engage in any directed selling efforts (as defined in Regulation S) in relation to the

Bonds, and each of the Issuer, the Joint Lead Managers and the Co-Managers have complied and will

comply with the offering restrictions in Regulation S.

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, as determined and certified by the Joint Lead Managers or the Co-

Managers. 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 (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. Terms used above have

the meaning given to them by Regulation S.”

kiwi property
terms sheet – fixed-rate senior secured bonds

5

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 and/or Joint Lead

Managers and/or Co-Managers nominated by the Issuer for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Bonds shall require the Issuer, any Joint Lead Manager or the

Co-Managers or the Organising Participant 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 the Issuer.

All applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or

otherwise involving the United Kingdom must be complied with.

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 FIEA) 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 FIEA. 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.

6

Singapore

Each Joint Lead Manager and Co-Manager has acknowledged that this Terms Sheet has not been

registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead

Manager and Co-Manager has represented, warranted and agreed that it has not offered or sold any

Bonds or caused the Bonds to be made the subject of an invitation for subscription or purchase and will

not offer or sell any Bonds or cause the Bonds to be made the subject of an invitation for subscription

or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Terms Sheet

or any other document or material in connection with the offer or sale, or invitation for subscription or

purchase, of the Bonds, 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)

(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 to any

person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(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.

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 prospectus 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 of 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.

kiwi property
terms sheet – fixed-rate senior secured bonds

7

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 the Issuer, any Joint Lead Manager and the Co-Managers 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

e ith e r:

(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 the Issuer, any Joint Lead Manager and the Co-Managers 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.

Switzerland

The Bonds shall not be publicly offered, sold, advertised, distributed or redistributed, directly or indirectly,

in or from Switzerland, and neither this Terms Sheet nor any other solicitation for investments in the Bonds

may be communicated, distributed or otherwise made available in Switzerland in any way that could

constitute a public offering within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations

(‘CO’) or of Article 3 of the Swiss Federal Act on Collective Investment Schemes (‘CISA’) unless the legal

and regulatory conditions imposed on a public offering under the CO or CISA are satisfied. This Terms

Sheet does not constitute a public offering within the meaning of Articles 652a, respectively 1156, of the

CO and of Article 5 of the CISA and may not comply with the information standards required thereunder,

and in particular with the guidelines on informing investors about structured products as published in

September 2014 by the Swiss Bankers Association, as applicable. The Bonds do not constitute collective

investments within the meaning of the CISA. Accordingly, holders of the Bonds do not benefit from

protection under the CISA or from the supervision of the Swiss Financial Market Supervisory Authority.

Investors are exposed to the default risk of Kiwi Property.

8
Part B – General Selling Restrictions

The Bonds may only be offered for sale or sold in New Zealand. The Issuer has not and will not take any

action which would permit a public offering of the Bonds, or possession or distribution of any offering

material, in any country or jurisdiction where action for that purpose is required (other than New Zealand).

The Bonds may only be offered for sale or sold in compliance with all applicable laws and regulations in

any jurisdiction in which they are offered, sold or delivered. Any information memorandum, terms sheet,

circular, advertisement or other offering material in respect of the Bonds may only be published, delivered

or distributed in or from any country or jurisdiction under circumstances which will result in compliance

with all applicable laws and regulations.

The dates set out in this Terms Sheet are indicative only and Kiwi Property, in conjunction with the Joint Lead Managers, may change

the dates set out in this Terms Sheet. Kiwi Property has the right in its absolute discretion and without notice to close the offer early,

to extend the Closing Date (subject to the Listing Rules), or to choose not to proceed with the offer. If the Closing Date is changed,

other dates (such as the Issue Date, the Maturity Date and the Interest Payment 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 sites are not incorporated by reference into, and do not form part of, this Terms Sheet.

Copies of the Bond Trust Documents will be made available by Kiwi Property for inspection during usual business hours by

any Bondholder at Kiwi Property’s registered office listed on the following page (or such office as Kiwi Property may notify the

Bondholders from time to time).

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

For further information regarding Kiwi Property, visit www.nzx.com/companies/KPG.

kiwi property
terms sheet – fixed-rate senior secured bonds

9

directory

ISSUER

Kiwi Property Group Limited

Level 14, DLA Piper Tower

205 Queen Street

AUCKLAND 1010

PO Box 2071

Shortland Street

AUCKLAND 1140

T: 64 9 359 4000

E: info@kp.co.nz

REGISTRAR

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

AUCKLAND 1010

PO Box 91976

AUCKLAND 1142

T: 64 9 375 5998 or 0800 377 388

E: enquiries@linkmarketservices.co.nz

SUPERVISOR

Public Trust

Level 9

34 Shortland Street

AUCKLAND 1010

PO Box 1598

Shortland Street

AUCKLAND 1140

SECURITY TRUSTEE

New Zealand Permanent Trustees Limited

Level 9

34 Shortland Street

AUCKLAND 1010

PO Box 1598

Shortland Street

AUCKLAND 1140

JOINT LEAD MANAGERS

Deutsche Craigs Limited

Level 36, Vero Centre

48 Shortland Street

AUCKLAND 1010

T: 0800 226 263

Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

AUCKLAND 1010

T: 0800 942 822

CO-MANAGERS

Bank of New Zealand

Level 6, Deloitte Centre

80 Queen Street

AUCKLAND 1010

T: 0800 284 017

Forsyth Barr

Level 23, Lumley Centre

88 Shortland Street

AUCKLAND 1010

T: 0800 367 227

ORGANISING PARTICIPANT

Craigs Investment Partners Limited

Craigs Investment Partners House

158 Cameron Road

TAURANGA 3010

T: 0800 226 263

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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