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Product Disclosure Statement for Bond Offer Lodged

Debt Issuance5 March 2018IPLReal Estate

Investore Property Limited
Product Disclosure Statement for Bond Offer Lodged













louise.hill@strideproperty.co.nz







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Product
Disclosure

Statement

For an offer of senior secured fixed rate

6 year bonds

Issued by Investore Property Limited

5 March 2018

This document gives you important information about

this investment to help you decide whether you want

to invest. There is other useful information about this

offer on www.companiesoffice.govt.nz/disclose,

offer number (OFR12328).

Investore Property Limited has prepared this

document in accordance with the Financial Markets

Conduct Act 2013. You can also seek advice from

a financial adviser to help you to make an

investment decision.

Joint Lead Managers

Investore Property Limited Product Disclosure Statement12Key information summaryKey information summary
This is an offer (the Offer) of senior secured fixed rate 6 year bonds (the Bonds). The Bonds are

debt securities issued by Investore Property Limited (Investore). You give Investore money, and

in return Investore promises to pay you interest and repay the money at the end of the term. If

Investore runs into financial trouble, you might lose some or all of the money you invested.

Investore is an established direct investor in large format retail property

1

throughout New Zealand.

Investore’s investment objective is to provide a stable, secure return to its investors through

investment in large format retail properties. As at the date of this product disclosure statement

(PDS), Investore owns 42 properties. On the Issue Date, Investore expects to own 40 properties

having a total value of $738.3 million because Investore currently has unconditional agreements

to sell two properties for $32.6 million which are expected to settle prior to the Issue Date. The

total value of the 40 properties that Investore expects to own on the Issue Date includes the

expected net valuation increase as at 31 March 2018

2

. Investore is managed by Stride Investment

Management Limited (SIML or the Manager), a specialist real estate investment manager. Investore

is listed on the NZX Main Board and, as at the date of this PDS, has a market capitalisation of

approximately $361 million.

The net proceeds of this Offer will be used to repay a portion of Investore’s existing bank debt.

The Offer will also provide diversification of funding sources and extend the tenor of

Investore’s debt.

1. Key information summary

Investore Property Limited Product Disclosure Statement

1.4 Key terms of the Offer

1. Large format retail is a term adopted by Investore to describe the nature of the property it invests in. The full definition is set out in

section 13 (Glossary).

2. Investore has obtained preliminary valuations of its portfolio as at 31 March 2018 from independent registered valuers. The preliminary

valuations indicate that as at 31 March 2018 the property portfolio (excluding the two properties subject to unconditional sale agreements)

is expected to have a value of $738.3 million, a net increase of 3.2% compared to the total value of those properties as at 31 March 2017

and including those properties acquired during the year.

1.1 What is this?

1.2 About Investore

1.3 Purpose of this Offer

IssuerInvestore Property Limited

Description of the BondsSenior secured fixed rate 6 year bonds

Term6 years, maturing on 18 April 2024

Offer amountUp to $75 million (with the ability to accept oversubscriptions of up to $25 million at

Investore’s discretion)

Interest Rate The Bonds will pay a fixed rate of interest until the Maturity Date

The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest Rate

and the indicative Issue Margin will be determined by Investore in conjunction with the Joint

Lead Managers and announced via NZX on or about 12 March 2018

The Rate Set Date is 20 March 2018, with the Offer opening on 21 March 2018

The Interest Rate will be set on the Rate Set Date and will be the greater of:

• the minimum Interest Rate; and

• the sum of the Swap Rate on the Rate Set Date and the Issue Margin

Interest Rate / ContinuedThe Issue Margin will be determined by Investore in conjunction with the Joint Lead Managers

following a bookbuild on the Rate Set Date. A bookbuild is a process whereby a margin

is determined by reference to bids from market participants for an allocation of Bonds at

different margins. The Interest Rate will be announced via NZX on the Rate Set Date

Interest payments Quarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that

scheduled day is not a Business Day, the next Business Day) until and including the

Maturity Date, with the First Interest Payment Date being 18 July 2018

Early bird interest will also be paid on application money received in respect of accepted

applications. It will be paid as soon as practicable, and, in any event, within five Business Days

of the Issue Date. More information on how early bird interest is calculated can be found in

section 3 of this PDS (Terms of the Offer)

Opening Date 21 March 2018

Closing Date 12 April 2018

Minimum application amount$5,000 and multiples of $1,000 thereafter

Further payments, fees or chargesTaxes may be deducted from interest payments on the Bonds. See section 7 of this PDS (Ta x)

for further details

You are not required to pay brokerage or any other fees or charges to Investore to purchase

the Bonds. However, you may have to pay brokerage to the firm from whom you receive an

allocation of Bonds

Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify certain

people if you breach these. More information on this can be found at section 3 of this PDS

(Terms of the Offer)

The Bonds are not guaranteed by any person. Investore as the issuer is solely responsible for

repaying, and paying interest on, the Bonds.

Neither you nor Investore are able to redeem the Bonds before the Maturity Date.

However, Investore may be required to repay the Bonds early if there is an Event of Default

(see section 5 of this PDS (Key features of the Bonds)).

Investore intends to quote these Bonds on the NZX Debt Market. This means you may be

able to sell them on the NZX Debt Market before the end of their term if there are interested

buyers. If you sell your Bonds, the price you get will vary depending on factors such as the

financial condition of Investore and movements in the market interest rates. You may receive

less than the full amount that you paid for them.

The Bonds rank equally with Investore’s other unsubordinated obligations, and have the

benefit of the security given by Investore described in section 1.8 (What assets are these

Bonds secured against?). This means that if Investore goes into liquidation and the security it

has given is enforced:

• you would be repaid after creditors preferred by law or having the benefit of prior ranking

security interests;

• you would be repaid at the same time and to the same extent as all other secured and

unsubordinated creditors of Investore, such as other Bondholders and Investore’s banks,

from the proceeds of the security given by Investore;

• you would be repaid before unsecured, unsubordinated creditors of Investore to the extent

there are proceeds of the security given by Investore available; and

• you would be repaid before Investore’s subordinated creditors (if any), and before the

ordinary shareholders of Investore.

1.5 No guarantee

1.6 How you can get your

money out early

1.7 How the Bonds rank

for repayment

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement34
Further important information on the ranking of the Bonds on the liquidation of Investore can

be found in section 5 of this PDS (Key features of the Bonds).

The Bonds are secured by first ranking mortgages (the Mortgages) granted by Investore over

its properties (the Mortgaged Properties) and by security interests over Investore’s other assets

under a General Security Deed (subject to limited exceptions).

More information on the Mortgages and General Security Deed can be found in section 5

of this PDS (Key features of the Bonds).

Investments in debt securities have risks. A key risk is that Investore does not meet its

commitments to repay you or pay you interest (credit risk). Section 6 of this PDS (Risks of

investing) discusses the main factors that give rise to the risk. You should consider if the

credit risk of these debt securities is suitable for you.

The interest rate for these Bonds should also reflect the degree of credit risk. In general, higher

returns are demanded by investors from businesses with higher risk of defaulting on their

commitments. You need to decide whether the Offer is fair. Investore considers that the most

significant risk factors are:

• Exposure to significant tenant

General Distributors Limited (GDL), which operates Countdown branded supermarkets, is

Investore’s largest tenant constituting approximately 73% of Investore’s Contract Rental as at

the date of this PDS. If GDL’s performance materially decreases, or GDL defaulted on its lease

obligations, it could have a significant adverse effect on Investore’s operations and financial

performance, including the ability for Investore to make payments on the Bonds or comply with

the financial covenants under the Bonds and Facility Agreement applicable from time to time.

• Single class of property

Investore has been established to invest solely in large format retail property in New Zealand.

Investore’s performance is therefore directly linked to the demand for, and supply of, large

format retail property in New Zealand. A drop in demand or increase in supply, competition

from other property vehicles, and overall economic or property market conditions in the large

format retail sector could adversely affect Investore and the value of the security for the Bonds.

Investore’s exposure to a single class of property is a concentration risk arising from its large

format retail strategy.

This summary does not cover all of the risks of investing in the Bonds. You should also read

section 6 of this PDS (Risks of investing) and section 5 of this PDS (Key features of the Bonds).

Investore’s credit worthiness has not been assessed by an approved rating agency. This means

that Investore has not received an independent opinion of its capability and willingness to repay

its debts from an approved source.

The Offer is being made under a short-form disclosure process that Investore is permitted to

use because the Bonds rank in priority to existing quoted financial products of Investore. The

existing quoted financial products are ordinary shares in Investore, which are traded on the NZX

Main Board. Investore is subject to a disclosure obligation that requires it to notify certain material

information to the NZX for the purpose of that information being made available to participants

in the market. Investore’s NZX issuer page, which includes information made available under the

relevant disclosure obligation referred to above, can be found at www.nzx.com/companies/IPL.

1.9 Key risks affecting

this investment

1.10 No credit rating

1.11 Where you can

find other market

information about

Investore

1. Key information summary / Continued

Key information summary / Continued

1.8 What assets are

these Bonds

secured against

Contents

Contents

1. Key information summary

Letter from the Chairman

2. Key dates and Offer process

3. Terms of the Offer

4. Purpose of the Offer

5. Key features of the Bonds

6. Risks of investing

7. Ta x

8. Who is involved?

9. How to complain

10. Where you can find more information

11. How to apply

12. Contact information

13. Glossary

/ 1

/ 6

/ 7

/ 9

/ 12

/ 13

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/ 26

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/ 30

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/ 33

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement56
On behalf of Investore Property Limited’s Board of Directors

(Board), I am pleased to offer you the opportunity to invest in

senior secured, fixed rate bonds to be issued by Investore.

Investore is New Zealand’s only NZX listed company with an

investment strategy focused on large format retail property.

The Offer provides investors an opportunity to gain exposure

to a property portfolio that is underpinned by characteristics

such as long lease terms, high occupancy and nationally

recognised tenants.

Key attributes of Investore’s portfolio (excluding the two

properties subject to unconditional sale agreements) are:

• long weighted average lease term (WALT) – Investore’s

portfolio WALT as at the date of this PDS is 13.1 years;

• high occupancy rates – current portfolio occupancy is

99.9% of total net lettable area; and

• quality, nationally recognised tenants - key Anchor

Tenant brands include Countdown, Bunnings, PAK’nSAVE,

New World, Mitre 10, Animates, and The Warehouse.

These attributes provide Investore with dependable

income streams.

Since listing on the NZX Main Board in July 2016, Investore

has undertaken a number of initiatives designed to improve

portfolio value and provide capacity for future opportunities,

including:

• acquiring the three Bunnings Properties on 28 February

2018 which were independently valued at $79.5 million for

$78.5 million, introducing a key new Anchor Tenant and

further geographical diversification into the portfolio;

• entering into agreements to dispose of two properties

for $32.6 million to repay debt and provide balance sheet

capacity for future activities. These disposals are expected

to settle prior to the Issue Date; and

• the development of two new retail units located adjacent to

Investore’s property in Invercargill.

Investore’s assets and day-to-day operations are externally

managed by Stride Investment Management Limited (SIML),

the real estate investment management entity whose shares

are stapled with Stride Property Limited (Stride). SIML and

Stride collectively form the NZX listed Stride Property Group.

SIML manages three property portfolios which between them

own approximately $2.1 billion of property in New Zealand.

Stride also holds a 19.9% shareholding in Investore. This

shareholding helps ensure alignment of interests between

Investore and SIML.

Investore is seeking to raise up to $75 million under the Offer,

with the ability to accept up to an additional $25 million of

oversubscriptions. The net proceeds of the Offer will be used

to repay a portion of Investore’s existing bank debt. The Board

believes this will strengthen Investore’s capital structure,

provide diversification of funding sources and extend the tenor

of its debt.

There are risks associated with this Offer that may affect

your returns and repayment of your investment in the Bonds.

You should read this PDS and the additional information

about the Offer contained on the Offer Register in its entirety

and carefully consider the risks described in section 6 of

this PDS (Risks of investing). You should also read the NZX

announcements issued by Investore which are referred to

in section 10.3 of this PDS (NZX Disclosures).

I encourage you to seek financial, investment or other advice

from a qualified professional adviser as you consider this Offer.

On behalf of the Board, I welcome your involvement in this

Offer and your support of Investore.

For more information on the Offer, please visit our website

www.investoreproperty.co.nz/bondoffer.

Yours sincerely

Dear Investor

Mike Allen

Chairman

Investore Property Limited

Letter from the Chairman

Letter from the Chairman

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement78
Key dates & Offer process

2. Key dates & Offer process

2.1 Key dates

Minimum Interest Rate and indicative

Issue Margin announcement

Monday, 12 March 2018

Rate Set Date Tuesday, 20 March 2018

Opening Date Wednesday, 21 March 2018

Closing Date Thursday, 12 April 2018

Issue Date Wednesday, 18 April 2018

Expected date of initial quotation

and trading of the Bonds on the

NZX Debt Market

Thursday, 19 April 2018

Interest Payment Dates 18 January, 18 April, 18 July and 18 October in each year

First Interest Payment Date Wednesday, 18 July 2018

Maturity Date Thursday, 18 April 2024

Key dates & Offer process

The timetable is indicative only and subject to change. Investore may, in its absolute

discretion and without notice, determine to vary the timetable (including by opening

or closing the Offer early, accepting late applications and extending the Closing Date).

Changes will be advised by way of announcement through NZX.

If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of

initial quotation and trading of the Bonds on the NZX Debt Market, the Interest Payment

Dates and the Maturity Date may also be extended. Any such changes will not affect the

validity of any applications received.

Investore reserves the right to cancel the Offer and the issue of the Bonds, in which case

all application monies received will be refunded (without interest) as soon as practicable

and in any event within five Business Days of the cancellation.

The Offer will be open to institutional investors and members of the public who are

resident in New Zealand.

All of the Bonds offered under the Offer (including any oversubscriptions) have been

reserved for subscription by clients of the Joint Lead Managers, NZX Firms and other

approved financial intermediaries invited to participate in a bookbuild conducted by the

Joint Lead Managers.

There will be no public pool for the Bonds.

If you wish to invest in the Bonds you should contact your usual authorised financial

adviser or an NZX Firm for details as to how you may acquire the Bonds. You can find an

NZX Firm by visiting www.nzx.com/services/market-participants/find-a-participant.

2.2 Who may apply

under the Offer?

Investore Property Limited Product Disclosure Statement910
Terms of the Offer

3. Terms of the Offer

3.1 Terms of the Offer

Issuer Investore Property Limited

Description of the Bonds

Senior secured fixed rate bonds

Term 6 years, maturing on 18 April 2024

Offer amount Up to $75 million (with the ability to accept oversubscriptions of up to $25 million at

Investore’s discretion). The final Offer amount will be determined by Investore in conjunction

with the Joint Lead Managers and announced via NZX on or about 20 March 2018

Issue price $1.00 per Bond, being the Principal Amount of each Bond

Interest Rate The Bonds will pay a fixed rate of interest until the Maturity Date

The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest Rate

and the indicative Issue Margin will be determined by Investore in conjunction with the Joint

Lead Managers and announced via NZX on or about 12 March 2018

The Rate Set Date is 20 March 2018, with the Offer opening on 21 March 2018

The Interest Rate will be set on the Rate Set Date and will be the greater of:

• the minimum Interest Rate; and

• the sum of the Swap Rate on the Rate Set Date and the Issue Margin

The Issue Margin will be determined by Investore in conjunction with the Joint Lead Managers

following a bookbuild on the Rate Set Date. A bookbuild is a process whereby a margin

is determined by reference to bids from market participants for an allocation of Bonds at

different margins. The Interest Rate will be announced via NZX on the Rate Set Date

Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that

scheduled day is not a Business Day, the next Business Day) until and including the Maturity

Date, with the First Interest Payment Date being 18 July 2018

Interest payments and entitlementPayments of interest on Interest Payment Dates will be of equal quarterly amounts. Any interest

on the Bonds payable on a date which is not an Interest Payment Date (including the early

bird interest discussed below), will be calculated based on the number of days in the relevant

period and a 365-day year

On Interest Payment Dates interest will be paid to the person registered as the Bondholder as

at the record date immediately preceding the relevant Interest Payment Date

The record date for interest payments is 5.00pm on the date that is 10 days before the

relevant scheduled Interest Payment Date. If the record date falls on a day which is not a

Business Day, the record date will be the immediately preceding Business Day

Terms of the OfferInvestore Property Limited Product disclosure statement

Early bird interest You will receive interest calculated on a daily basis at the Interest Rate on application money

you paid, in respect of accepted applications, from (and including) the date that application

money is received into the bank account for the Offer to (but excluding) the Issue Date

Early bird interest will be paid (less any withholding tax required to be deducted) to you as

soon as practicable and, in any event, within five Business Days of the Issue Date

Opening Date Wednesday, 21 March 2018

Closing Date Thursday, 12 April 2018

SecurityThe Bonds are secured by the Mortgages granted by Investore over the Mortgaged Properties

and by security interests over Investore’s other assets under the General Security Deed

(subject to limited exceptions)

The Bonds are not the only amounts secured by the Mortgages and other security.

The Mortgages and the General Security Deed also secure amounts owed to other creditors

under certain other financing documents, including amounts owed to banks under bank

facilities. All creditors secured by the Mortgages and the General Security Deed rank equally

More information on the Mortgages and the General Security Deed can be found in section 5

of this PDS (Key features of the Bonds)

RankingOn a liquidation of Investore the Bonds will rank as unsubordinated obligations of Investore

and will:

• rank after liabilities which are secured by prior ranking security interests over assets of

Investore (if any) or preferred by law; and

• rank equally with all other unsubordinated liabilities of Investore.

Further important information on the ranking of the Bonds on the liquidation of Investore can

be found in section 5 of this PDS (Key features of the Bonds)

ScalingInvestore may scale applications at its discretion, but will not scale any application to below

$5,000 or to an amount that is not a multiple of $1,000

RefundsIf Investore does not accept your application (whether because of late receipt or otherwise) or

accepts it in part, all or the relevant balance of your application money received will be repaid

to you as soon as practicable and, in any event, within five Business Days of the Issue Date

No interest will be paid on refunds

Minimum application amount$5,000 and multiples of $1,000 thereafter

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1112
Terms of the Offer

How to applyApplication instructions are set out in section 11 of this PDS (How to apply). An Application

Form is attached at the back of this PDS

Investore reserves the right to refuse all or any part of any application for Bonds under the

Offer without giving a reason

No underwritingThe Offer is not underwritten

BrokerageInvestore will pay brokerage to market participants in respect of the Offer

You are not required to pay brokerage or any other fees or charges to Investore to purchase

the Bonds. However, you may have to pay brokerage to the firm from whom you receive an

allocation of Bonds

Transfer restrictions

and NZX approval

Investore may decline to accept or register a transfer of the Bonds if the transfer would result

in the transferor or the transferee holding or continuing to hold Bonds with a Principal Amount

of less than $5,000 (if not zero) or if the transfer is not in multiples of $1,000. NZX has

provided Investore with approval under Listing Rule 11.1.5 to permit these transfer restrictions

Financial covenant Investore has agreed to ensure that the total principal amount of all outstanding borrowed

money secured by the Mortgages and the General Security Deed is not more than 65% of

the total value of all Mortgaged Properties (including, in respect of any development, capital

expenditure incurred during the development phase since the date of the most recent

valuation). See section 5 of this PDS (Key features of the Bonds)

Early redemption Neither you nor Investore are able to redeem the Bonds before the Maturity Date. However, Investore

may be required to repay the Bonds early if there is an Event of Default (as described below)

Events of Default If an Event of Default occurs and is continuing the Supervisor may in its discretion, and must

upon being directed to do so by a Special Resolution of Bondholders, declare the Bonds to be

immediately due and payable

The Events of Default are set out in clause 12.1 of the Trust Deed and are summarised in

section 5 of this PDS (Key features of the Bonds)

Further payments,

fees or charges

Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS

(Ta x) for further details

QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX Debt

Market and all the requirements of NZX relating to that quotation that can be complied with

on or before the date of distribution of this PDS have been duly complied with. However,

the Bonds have not yet been approved for trading and NZX accepts no responsibility for

any statement in this PDS. NZX is a licensed market operator, and the NZX Debt Market is a

licensed market, under the Financial Markets Conduct Act 2013

NZX ticker code IPL010 has been reserved for the Bonds

3. Terms of the Offer / Continued

Purpose of the Offer

3.2 Other documentsThe terms of the Bonds, and other key terms of the Offer, are set out in:

• the Trust Deed, as supplemented by the Series Supplement; and

• the Security Trust Deed.

You should read these documents. Copies may be obtained from the Offer Register at

www.companiesoffice.govt.nz/disclose (OFR12328).

The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt. The Offer will also provide

diversification of funding sources and extend the tenor of Investore’s debt. The use of proceeds of the Offer will not change,

irrespective of the total amount that is raised.

The Offer is not underwritten.

4. Purpose of the Offer

Selling restrictionsInvestore does not intend that the Bonds be offered for sale, and no action has been taken or

will be taken to permit a public offering of Bonds, in any jurisdiction other than New Zealand

You may only offer for sale or sell any Bond in conformity with all applicable laws and

regulations in any jurisdiction in which it is offered, sold or delivered. This PDS may not be

published, delivered or distributed in or from any country other than New Zealand

By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among others,

Investore, SIML, the Supervisor and the Joint Lead Managers for any loss suffered as a result of

any breach by you of the selling restrictions referred to in this section

Governing law New Zealand

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1314
Key features of the Bonds

5. Key features of the Bonds

The Supervisor is appointed to act as supervisor and trustee for the Bondholders on the

terms contained in the Trust Deed.

You can only enforce your rights under the Bonds, or under the security arrangements,

through the Supervisor (although you can enforce your rights under the Bonds against

Investore directly if the Supervisor is obliged to enforce, but has failed to do so).

(a) Mortgages

The Bonds are secured by the Mortgages granted by Investore over the Mortgaged

Properties and by security interests over Investore’s other assets under a General Security

Deed (subject to limited exceptions). All 40 properties expected to be owned by Investore

on the Issue Date (after settlement of the sale of two properties) will be Mortgaged

Properties. The Mortgages are first ranking security in respect of the Mortgaged Properties.

There is no limit on the amount of Investore’s borrowings that may be secured under the

Mortgages and the General Security Deed, except that Investore is subject to a Loan to

Value Ratio covenant which restricts the amount of Investore’s secured borrowings to

65% of the value of the Mortgaged Properties. More information on the Loan to Value

Ratio covenant can be found in section 5.2(c)(i) (Restrictions on borrowing).

The Bonds are not the only amounts secured by the Mortgages and the General Security

Deed. The Mortgages and the General Security Deed also secure amounts owed to other

creditors under certain other financing documents. This currently includes bank facilities,

and in the future may also extend to other amounts. All creditors secured by the Mortgages

and the General Security Deed rank equally.

5.1 The Supervisor

5.2 Ranking & security

A number of key features of the Bonds are described in section 3 of this PDS (Terms of the Offer). The other key features of the

Bonds are described in the following paragraphs of this section 5.

Key features of the Bonds

Investore estimates that as at 30 September 2017 (assuming that the Bonds had been

issued at that time):

Note to table:

1. Based on the value of the portfolio set out in Investore’s financial statements for the six months

ended 30 September 2017.

A Security Trustee (currently New Zealand Permanent Trustees Limited) holds the Mortgages

and security interests under the General Security Deed for all creditors entitled to their

benefit. The creditors entitled to the benefit of this security currently include (in addition to

the Supervisor and Bondholders) Investore’s banking syndicate members and their agent.

As previously noted, it is possible that further creditors will become entitled to the benefit of

the Mortgages and the General Security Deed in the future.

The Security Trustee may release Mortgaged Properties and other assets without the

consent of Bondholders, provided that this will not cause a breach of the Loan to Value

Ratio (or any other term of the Bonds or any other relevant financing documents). The Loan

to Value Ratio is contained in the Trust Deed, and under it Investore agrees to ensure that

the total principal amount of all outstanding borrowed money secured by the Mortgages

and the General Security Deed is not more than 65% of the total value of all Mortgaged

Properties (including, in respect of any development, capital expenditure incurred during

the development phase since the date of the most recent valuation). The basis on which

the Security Trustee holds the Mortgages and the General Security Deed, and otherwise

acts for the creditors entitled to the benefit of the Mortgages and the General Security

Deed, is set out in the Security Trust Deed. More information on the Security Trust Deed

can be found in section 5.3 (Security Trust Deed).

5.2 Ranking & security

Continued

Amount that would have

been secured by the

Mortgages and the

General Security Deed

Approximately

$261.4 million

The issue of the Bonds will

not materially impact this

amount, as the net proceeds

of the Offer are to be used

to repay a portion of

Investore’s existing bank

debt which is secured by

the Mortgages and the

General Security Deed.

Total value of the

Mortgaged Properties

Approximately

$662.7

1

million

The issue of the Bonds will

not impact these amounts.

Total value of the other

assets subject to the

General Security Deed

Approximately

$5.0 million

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1516
Key features of the Bonds

5. Key features of the Bonds / Continued

5.2 Ranking & security

Continued

(b) Ranking on liquidation

On a liquidation of Investore the Bonds will rank as secured obligations of Investore as

described in section 5.2(a) (Mortgages). The ranking of the Bonds on a liquidation of

Investore is summarised in the following diagram.

Ranking on

liquidation of

Investore

1

Type of liability / equityIndicative amount of

existing liabilities

and equity as at

30 September 2017,

as adjusted for the Offer

2

Liabilities that rank

in priority to the

Bonds

3

Liabilities preferred by law

(e.g., Inland Revenue)

$1.4 million

Liabilities that rank

equally with the

Bonds

4

Liabilities secured over assets other

than the Mortgaged Properties and

other secured assets

5

$Nil

All liabilities secured by the Mortgages

and the General Security Deed

(including Bonds, bank facilities

and hedging arrangements)

$261.4 million

Other unsubordinated liabilities not

referred to above (e.g. trade and

general creditors)

6

$2.3 million

Liabilities that rank

below the Bonds

Subordinated liabilities$Nil

Equity

7

Shares, reserves and retained

earnings

$405.1 million

Higher Ranking /

Earlier Priority

Lower Ranking /

Later Priority

Diagram showing ranking of debt securities on liquidation of Investore

Notes to diagram:

1. In summarising the ranking of the Bonds and other liabilities, the table (for the sake of simplicity)

does not reflect the fact that the ranking of liabilities may change, depending on the source of

payment. In particular:

• Where the source of payment is sale proceeds of the Mortgaged Properties, there are no

other liabilities which rank in priority to, or equally with, the Bonds and other liabilities

secured by the Mortgages and the General Security Deed.

• Where the source of payment is sale proceeds of Investore assets (other than the Mortgaged

Properties) which are subject to prior ranking security interests securing other liabilities, those

other liabilities effectively rank in priority to the Bonds in respect of those sale proceeds.

Key features of the Bonds

5.2 Ranking & security

Continued

• Other unsubordinated liabilities are shown as ranking equally with the Bonds and other

secured liabilities because, although they are not secured by the Mortgages or the General

Security Deed, they are not legally subordinated to the Bonds (or other secured liabilities).

2. The amount of existing liabilities and equity, as adjusted for the Offer, is stated as at 30

September 2017, being the date of Investore’s most recent published financial statements.

Since 30 September 2017 Investore has:

• purchased four properties for an aggregate purchase price of $79.5 million (of which

$78.5 million was funded by debt);

• agreed to sell two properties, which transactions are unconditional and are scheduled

to settle prior to the Issue Date for an aggregate sales price of $32.6 million. The net

proceeds of these sales will be used to repay a portion of Investore’s bank debt; and

• obtained preliminary valuations of its portfolio as at 31 March 2018 from independent

registered valuers. The preliminary valuations indicate that as at 31 March 2018 the

property portfolio (excluding the two properties subject to unconditional sale agreements)

is expected to have a value of $738.3 million, a net increase of 3.2% compared to the total

value of those properties as at 31 March 2017 (being the most recent prior date at which

independent valuations were obtained for the portfolio) and including those properties

acquired during the year. These preliminary valuations have been reviewed

and approved by the Board but remain subject to finalisation by the relevant issuing

valuers and audit on or after 31 March 2018. Further details will be released by

Investore as part of its annual results announcement for the year ended 31 March 2018.

3. Liabilities that rank in priority to the Bonds on liquidation include amounts owing to Inland

Revenue. There are typically other preferred claims which arise when a company is liquidated

which are not possible to foresee and cannot therefore be quantified.

4. This table assumes $100 million of Bonds are issued under the Offer. The final size of the

Offer will not materially impact the total value of these calculations as all proceeds (net of

expenses associated with the Offer) are expected to be used to repay a portion of Investore’s

existing bank debt which ranks equally with the Bonds.

5. The liabilities secured by the Mortgages and the General Security Deed include

outstanding borrowed money and other liabilities, such as accrued interest and hedging

liabilities. The Bonds rank equally with all other liabilities secured by the Mortgages and the

General Security Deed.

6. Unsubordinated and unsecured liabilities are shown as ranking equally with the Bonds

because, although they do not have the benefit of the Mortgages and the General Security

Deed, they are not legally subordinated to the Bonds (or other secured debt). However, in

effect the Bonds (and bank debt) would have priority over unsubordinated and unsecured

liabilities if the Mortgages and the General Security Deed were enforced, to the extent of the

enforcement proceeds the Security Trustee is entitled to.

7. The amount of equity stated in the diagram includes an amount in relation to Investore’s

existing quoted financial products (i.e. Investore’s ordinary shares which are quoted on the

NZX Main Board).

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1718
Key features of the Bonds

(c) Further borrowing and security

After the issue of the Bonds, Investore may (without the consent of Bondholders) borrow

money or otherwise incur liabilities from time to time that:

• rank equally with the Bonds on a liquidation of Investore. This may include, for example,

further bank loans; or

• rank in priority to the Bonds on a liquidation of Investore. This may include, for example,

prior ranking security interests, permitted instances of security as described in section

5.2(c)(ii) (Restrictions on granting security) or liabilities preferred by law.

The financial covenants and other terms described in the following sections limit the ability

of Investore to:

• borrow money that ranks equally with, or in priority to, the Bonds; or

• grant security which ranks equally with, or in priority to, the Mortgages and the General

Security Deed.

(i) Restrictions on borrowing

The Loan to Value Ratio under the Trust Deed limits the ability of Investore to borrow

money which is secured by the Mortgages and the General Security Deed. Under the Loan

to Value Ratio Investore agrees to ensure that the total principal amount of all outstanding

borrowed money secured by the Mortgages and the General Security Deed is not more

than 65% of the total value of all Mortgaged Properties (including, in respect of any

development, capital expenditure incurred during the development phase since the date

of the most recent valuation).

In addition, certain terms in Investore’s banking Facility Agreement limit the ability of

Investore to borrow money (although Bondholders do not have the benefit of these,

and they may be amended or waived by Investore’s banking syndicate). These terms are:

5.2 Ranking & security

Continued

5. Key features of the Bonds / Continued

Key features of the Bonds

(ii) Restrictions on granting security

Under the Trust Deed Investore agrees that it will not grant or allow further security over

its assets, except in certain permitted instances. The permitted instances include:

• security given to the Security Trustee;

• security which Investore’s banks otherwise agree to;

• security arising by operation of law;

• netting, set off and similar arrangements entered into under a derivative contract in the

ordinary course of business or otherwise entered into in the ordinary course of banking

arrangements;

• security created by a lease of a term of more than one year that does not secure

payment or performance of an obligation;

• a purchase money security interest in respect of personal property which is acquired

in the ordinary course of ordinary trading;

• security in respect of any indebtedness or obligation incurred to finance its investment

in any joint venture provided the recourse of the creditor(s) is limited to the assets

financed; and

• any other security provided that the total amount secured under this particular category

(ignoring the prior categories) does not exceed, in aggregate, $10 million.

This summary does not cover all of the permitted instances. For full details see clause

11.2(a) and the definition of “Permitted Security Interest” in the Trust Deed.

The Facility Agreement also contains terms that limit the ability of Investore to grant

security (although these are not terms of the Bonds so Bondholders do not have the

benefit of these, and they may be amended or waived by Investore’s banks). These are

undertakings from Investore that they will not grant or allow security over their assets,

except in certain permitted instances, including security which Investore’s banks agree to.

As noted at section 5.2(a) (Mortgages), a Security Trustee (currently New Zealand Permanent

Trustees Limited) holds the Mortgages and the General Security Deed for all creditors

entitled to their benefit. The creditors entitled to the benefit of this security currently include

(in addition to the Supervisor and the Bondholders) Investore’s banking syndicate members

and their agent. It is possible that further creditors will become entitled to the benefit of

the Mortgages and the General Security Deed in the future. All creditors secured by the

Mortgages and the General Security Deed rank equally.

5.2 Ranking & security

Continued

5.3 Security Trust Deed

CovenantLimitComment

Interest Coverage Ratio

(ratio of EBIT to certain interest

and financing costs) calculated

at the end of each financial year

and half year

At least 1.75 to 1 for the

12 months then ending

“EBIT” is a calculation based upon profit before tax and

interest expense (adjusted to exclude certain gains or

losses, including those resulting from real property

revaluations and those derived from sales of real property)

Loan to Value Ratio 65%Calculated in the same manner as the Loan to Value Ratio

under the Trust Deed

WALTAt all times greater than

6 years

The weighted average lease term for the portfolio

of Mortgaged Properties (excluding assets held for

development or redevelopment)

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1920
Key features of the Bonds

In most circumstances the Security Trustee must act in accordance with instructions of

the majority of those creditors who have the benefit of the Mortgages and the General

Security Deed. As a majority of creditors is determined by respective credit exposures

(which depending on the circumstances may be based on principal amount lent, or facility

limits) Investore’s banks currently constitute the majority creditors for the purpose of giving

instructions to the Security Trustee.

The Security Trust Deed contains a number of other important terms. These include:

• The role of the Security Trustee, and the powers and duties of the Security Trustee.

• The rule that Bondholders may only enforce their rights under the Security Trust Deed

through the Supervisor.

• The rule that the Supervisor (acting on behalf of the Bondholders) may only enforce the

Mortgages and the General Security Deed through the Security Trustee.

• The rules as to distribution of proceeds received by the Security Trustee on enforcement.

After paying costs (including those of the Security Trustee or any receiver) creditors secured

by the Mortgages and the General Security Deed rank equally.

• The procedure by which Investore may extend the benefit of the security arrangements

(including the Mortgages) to new creditors, who would then rank equally with the Bonds.

Investore may do so provided no default event has occurred.

• The obligation of the Security Trustee (without the consent of Bondholders) to release a

Mortgage and the General Security Deed where the relevant property is being sold by

Investore, provided that this will not cause a breach of the Loan to Value Ratio (or any other

term of the Bonds or any other relevant financing documents).

• The ability of the majority creditors to require the Security Trustee to enforce the Mortgages

and the General Security Deed. In certain circumstances individual creditors or groups of

creditors also have this right. An example of this is that, where there is a Major Bond Default

Event, the Supervisor can require the Security Trustee to enforce the security (unless other

creditors give conflicting instructions in accordance with the Security Trust Deed).

• The ability of the majority creditors to waive obligations under, or agree changes to, the

Security Trust Deed (though, if a waiver or change would have a material adverse effect on

Bondholders as compared to its effect on other creditors, then approval of the Bondholders

will be required).

• The process for replacement of the Security Trustee. The majority creditors have the right

to remove and replace the Security Trustee.

• The right of the Security Trustee to be indemnified.

• The payment of fees, expenses and other amounts owing to the Security Trustee.

5. Key features of the Bonds / Continued

5.3 Security Trust Deed

Continued

Key features of the Bonds

The Events of Default are contained in the Trust Deed. They include:

• A failure by Investore to make a payment due in respect of the Bonds.

• A breach of the Loan to Value Ratio which is not remedied within (approximately)

13 months of that breach being disclosed to the Supervisor in a compliance certificate.

• A material breach by Investore of an obligation under the Trust Deed.

• A material misrepresentation by Investore under the Trust Deed.

• Indebtedness of more than $10 million in respect of other borrowed money of Investore

is not paid when due (or within any applicable grace period), or is called up as a result of

a default, or commitment for such indebtedness is cancelled.

• Insolvency events that affect Investore.

This summary does not cover all of the Events of Default. For full details of the Events of

Default see clause 12.1 of the Trust Deed.

If an Event of Default occurs, the Supervisor may in its discretion, and must upon being

directed to do so by a Special Resolution of Bondholders, declare the Principal Amount and

any accrued interest on the Bonds due and payable. If this occurs, Investore will need to repay

Bondholders the Principal Amount of the Bonds and any outstanding interest due on the

Bonds. Outstanding interest will be calculated based on the number of days since the last

Interest Payment Date and a 365-day year.

If an Event of Default occurs, any enforcement of the Mortgages or any other security

must be by the Security Trustee in accordance with the terms of the Security Trust Deed,

not the Supervisor.

5.4 Events of Default

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2122
Key features of the Bonds

5.5 Distribution stopper

5.6 Other relevant

information about

the Trust Deed

Under the Trust Deed Investore is not permitted to make any Distribution, such as declaring

a dividend or transferring property to Investore shareholders in relation to their shares, if an

Event of Default is continuing or if it would result in an Event of Default.

The Trust Deed also contains a number of standard terms, including relating to:

• The role of the Supervisor, and the powers and duties of the Supervisor. The Supervisor

will not be responsible for monitoring the application by Investore of the money paid by

the subscribers of the Bonds.

• The process for replacement of the Supervisor.

• The right of the Supervisor to be indemnified.

• The payment of fees, expenses and other amounts owing to the Supervisor (including that

amounts owing to the Supervisor are, on a default, paid from the proceeds of enforcement

before payments to Bondholders).

• Holding meetings of Bondholders.

• The process for Bondholders to sell or transfer their Bonds (including that such sales and

transfers are subject to the terms of the Trust Deed and applicable laws, in particular that

transfers that would result in the transferee holding Bonds with a total Principal Amount

of less than $5,000, or in an amount that is not a multiple of $1,000, will not be allowed).

• The process for amending the Trust Deed. To summarise, the Trust Deed can be amended:

• with the consent of the Supervisor; or

• by the Financial Markets Authority under section 109 of the Financial Markets Conduct

Act 2013; or

• under section 22(7) or 37(6) of the Financial Markets Supervisors Act 2011 or any other

enactment.

The Supervisor must only consent to an amendment if:

• the amendment is approved by a Special Resolution of the Bondholders (or each class

of Bondholders that is or may be adversely affected by the amendment); or

• the Supervisor is satisfied that the amendment does not have a material adverse effect

on the Bondholders.

You should read the Trust Deed for further information.

5. Key features of the Bonds / Continued

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2324
Key features of the Bonds

6.2 Risks

Credit Risk on InvestoreThe risk that Investore becomes insolvent and is unable to meet its obligations under the

Bonds. If the value of the Mortgages and other security is insufficient to repay you in these

circumstances, you might not recover the amount of your investment in the Bonds or receive

the returns you expect.

Secondary Market RiskThe risk that, if you wish to sell your Bonds before maturity:

• you may be unable to find a buyer; or

• the price at which you are able to sell them is less than the amount you paid for them.

These outcomes may arise because of factors related to Investore’s creditworthiness, or

because of other factors. These other factors may include the following:

• The fact that a trading market for the Bonds never develops, or if it develops is not very

liquid. Although permission is expected to be granted to quote the Bonds on the NZX Debt

Market, this does not guarantee any trading market in the Bonds.

• The level, direction and volatility of market interest rates. For example, if market interest rates

go up, the market value of the Bonds would typically be expected to go down and vice versa.

• The fact that Bondholders seeking to sell relatively small or relatively large amounts of Bonds

may not be able to do so at prices comparable to those available to other Bondholders.

Exposure to significant tenantGDL (an ultimate subsidiary of Woolworths Group Limited), which operates Countdown-

branded supermarkets in New Zealand, is Investore’s largest tenant constituting approximately

73% of Investore’s Contract Rental as at the date of this PDS. Investore expects this tenant

concentration to reduce to approximately 72% following the completion of the sales

of properties at 64 Gorge Road (Queenstown) and 17 Chappie Place (Hornby). If GDL’s

performance materially decreases, or if GDL fails to meet its lease obligations, it could have

a significant adverse effect on Investore’s operations and financial performance, including the

ability for Investore to make payments on the Bonds or comply with the financial covenants

under the Bonds and Facility Agreement applicable from time to time.

Investore does not believe that such circumstances are likely to occur, however information is

not available to Investore to verify the financial strength of GDL.

Investore seeks to manage this exposure to a significant tenant by managing lease expiries,

maintaining strong relationships with GDL and other tenants and considering opportunities

to add new tenants when available, such as through the acquisition of the Bunnings Properties

from Stride. Investore monitors performance of lease obligations and views GDL as a

responsible tenant, including in relation to its rent payment obligations to Investore.

Investore’s exposure to GDL has decreased over time.

SPECIFIC RISKS RELATING TO INVESTORE’S CREDITWORTHINESS:

Investore considers that the main circumstances which significantly increase,

either individually or in combination, the risk that Investore may default on its

payment obligations under the Bonds are as follows.

GENERAL RISKS: an investment in the Bonds is subject to the following general risks

This section describes the following potential key risk factors:

• general risks associated with an investment in the Bonds; and

• specific risks relating to Investore’s creditworthiness.

The selection of risks has been based on an assessment of a combination of the probability

of a risk occurring and the impact of the risk if it did occur. This assessment is based on the

knowledge of the Directors and the Manager as at the date of this PDS. There is no guarantee

or assurance that the importance of different risks will not change or that no other risks may

emerge over time.

Where practicable, Investore and the Manager will seek to implement risk mitigation strategies

to minimise the exposure to some of the risks outlined in the following table, although there

can be no assurance that such arrangements will fully protect Investore from such risks.

You should carefully consider these risks (together with the other information in this PDS and

available on the Offer Register) before deciding to invest in the Bonds. This summary does not

cover all of the risks of investing in the Bonds.

The statement of risks in this section does not take account of the personal circumstances,

financial position or investment requirements of any particular person. It is important, therefore,

that before making any investment decision, you give consideration to the suitability of an

investment in the Bonds in light of your individual risk profile for investments, investment

objectives and personal circumstances (including financial and taxation issues).

6.1 Introduction

6. Risks of investing

Risks of investing

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2526Ta x
Risks of investing

Single class of property exposes

Investore to downturn in large

format retail property sector

Investore has been established to invest solely in large format retail property. Investore’s financial

performance is therefore directly linked to the demand for, and supply of, large format retail

property in New Zealand. A drop in demand or increase in supply, competition from other

property owners, and changes in overall economic or property market conditions (and most

particularly in the large format retail sector) could have an adverse effect on rental returns and/

or the values of Investore’s properties. In the event of adverse market conditions, Investore

may not be able to sell its large format retail properties on commercially acceptable terms and

the value of the security for the Bonds may be reduced. In the event of reduced rental returns,

Investore’s ability to make payments on the Bonds or comply with financial covenants under

the Facility Agreement from time to time could be adversely affected. Investore’s exposure to

a single class of property is a concentration risk arising from its large format retail strategy.

As the market for large format retail properties in New Zealand is outside of Investore’s control,

it is difficult to predict the likelihood of a downturn in the large format retail property market.

Investore seeks to manage this risk by attracting and retaining long-term tenants. In addition,

any localised changes in demand in the large format retail sector can be mitigated through the

geographic diversification of Investore’s portfolio.

Financing While all property companies (and indeed most businesses) are exposed to changes in debt

market conditions due to their borrowings, Investore’s internally-set maximum loan to value ratio

of 48% means it potentially will have an increased exposure to external funding sources as a

proportion of its capital structure compared with other listed property companies. Investore’s

loan to value ratio is expected to be 41.6% after settlement of the sales of two properties

that are subject to unconditional sale agreements and taking into account the expected effect

of the preliminary valuations described in note 2 on page 16 of this PDS. All of Investore’s

bank facilities in place on the date of this PDS are due for repayment or refinancing prior to

the Maturity Date for the Bonds. Investore’s ability to refinance or raise debt on commercially

acceptable terms is dependent on a number of factors, including the:

• general economic climate;

• state of debt markets; and

• performance and reputation of Investore.

Changes to any of these factors could lead to an increased cost of funding or limited access to

capital for Investore to refinance existing debt facilities. This could require Investore to sell assets

on commercially unattractive terms and could have a significant adverse effect on Investore’s

financial performance. Investore’s level of debt makes it exposed to uncertainty in the debt

markets and changes in financing costs.

Investore seeks to manage this risk by diversifying its sources of funding (including through

the Offer), however diversification cannot completely eliminate this risk.

Investore has interest rate hedge contracts in place that expire between July 2019 and

September 2023. On the Issue Date and after repayment of a portion of the bank debt with

the proceeds of the Offer, all of the remaining bank debt will be hedged against movements

in interest rates, although this may reduce over time as hedge contracts mature and new

hedging is considered.

6.2 Risks Continued

7. Ta x

If you are tax resident in New Zealand or otherwise receive payments of interest on the

Bonds that are subject to the resident withholding tax rules, resident withholding tax at

the relevant rate will be deducted from interest paid or credited to you unless you produce

to the Securities Registrar a valid certificate of exemption on or before the record date for

the relevant payment date.

If you receive payments of interest on the Bonds subject to the non-resident withholding

tax rules, an amount equal to any approved issuer levy payable (AIL) will be deducted from

payments of interest to you in lieu of deducting non-resident withholding tax (except where

you elect otherwise and Investore agrees, or it is not possible under any law, in which case

non-resident withholding tax will be deducted).

If the AIL regime applies, Investore will apply the zero rate of AIL if possible, and otherwise pay

AIL at the applicable rate. If the AIL regime changes, Investore reserves the right not to pay AIL.

See the Trust Deed for further details.

If, in respect of any of your Bonds, Investore becomes liable to make any payment of, or on

account of, tax payable by you, then you will be required to indemnify Investore in respect of

such liability. Any amounts paid by Investore in relation to any such liability may be recovered

from you by withholding the amount from further payments to you in respect of Bonds.

See the Trust Deed for further details.

There may be other tax consequences from acquiring or disposing of the Bonds. If you have

any queries relating to the tax consequences of the investment, you should obtain professional

advice on those consequences.

Taxes may affect your returns. The preceding information does not constitute taxation advice

to any Bondholder, is general in nature and limited to consideration of New Zealand taxation

impacts as at the date of this PDS.

Resident Withholding Tax

Approved Issuer Levy

Indemnity

General

6. Risks of investing / Continued

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2728
Who Is Involved?

8. Who is involved?

NameRole

IssuerInvestore Property LimitedIssuer of the Bonds

SupervisorPublic TrustHolds certain covenants on trust for the benefit of the

Bondholders, including the right to enforce Investore’s

obligations under the Bonds

Organising Participant Westpac Banking

Corporation (ABN 33 007

457 141) (acting through

its New Zealand branch)

Is responsible to the NZX in relation to the quotation of

the Bonds

ArrangerWestpac Banking

Corporation (ABN 33 007

457 141) (acting through

its New Zealand branch)

Provides advice and assistance to Investore in arranging

the Offer, and assists with quotation of the Bonds

The role of the Arranger in relation to the Offer is solely to

provide professional assistance to Investore with arranging

the Offer and assisting with quotation of the Bonds

Joint Lead Managers ANZ Bank New Zealand

Limited, Deutsche Craigs

Limited, Forsyth Barr

Limited and Westpac

Banking Corporation

(ABN 33 007 457 141)

(acting through its

New Zealand branch)

Assist with the bookbuild for the Offer, and marketing and

distribution of the Bonds

This PDS does not constitute a recommendation by the

Arranger, any Joint Lead Manager, or any of their respective

directors, officers, employees agents or advisers to

purchase any Bonds

The Joint Lead Managers will assist with the bookbuild for

the Offer and with the marketing and distribution of the

Offer. Except as described above, the Arranger and Joint

Lead Managers are not otherwise involved in the Offer

None of the Arranger, the Joint Lead Managers and their

respective directors, employees, agents and advisers

have independently verified the content of this PDS

Securities Registrar Computershare Investor

Services Limited

Maintains the Bond Register

Security Trustee New Zealand Permanent

Trustees Limited

Holds the Mortgages and other security for all creditors

entitled to their benefit (including the Supervisor and

the Bondholders)

ManagerStride Investment

Management Limited

Manages Investore’s assets and its day-to-day operations

under the Management Agreement

Solicitors to Investore Bell GullyProvides legal advice to Investore in respect of the Offer

Solicitors to Supervisor Kensington SwanProvides legal advice to the Supervisor in respect of the Offer

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2930
How to complain

9. How to complain

Investore Property Limited at

Level 12, 34 Shortland Street

Auckland 1010

Phone: +64 9 912 2690

admin@investoreproperty.co.nz

If for any reason Investore is unable to resolve your complaint, please contact:

The Supervisor at

Senior Manager Client Services

Corporate Trustee Services

Public Trust

Level 9

34 Shortland Street

Auckland 1010

Phone: +64 9 985 5300

cts.enquiry@publictrust.co.nz

The Supervisor is a member of an external, independent dispute resolution scheme

operated by Financial Services Complaints Limited (FSCL) and approved by the

Ministry of Consumer Affairs.

If Investore and the Supervisor have not been able to resolve your issue, you can refer

the matter to FSCL by emailing info@fscl.org.nz, or calling FSCL on 0800 347 257, or

by contacting the Complaint Investigation Officer, Financial Services Complaints Limited,

Level 12, 45 Johnston Street, Wellington 6145.

The scheme will not charge a fee to any complainant to investigate or resolve a complaint.

Complaints may also be made to the Financial Markets Authority through their website

www.fma.govt.nz.

Complaints about the

Bonds can be

directed to:

Where you can find more information / How to apply

10. Where you can find more information

11. How to apply

Further information relating to Investore and the Bonds is available on the Offer Register.

The information contained on that register includes a copy of the Trust Deed,

the Security Trust Deed and other material information.

The Offer Register can be accessed at www.companiesoffice.govt.nz/disclose,

offer number (OFR12328). A copy of the information on the Offer Register is available

on request to the Registrar of Financial Service Providers (email: registrar@fspr.govt.nz).

Further information relating to Investore is also available on the public register

at the Companies Office of the Ministry of Business, Innovation and Employment .

This information can be accessed free of charge on the Companies Office website

at www.companiesoffice.govt.nz/companies.

As Investore is listed, it makes half-yearly and annual announcements to NZX and such

other announcements to comply with the continuous disclosure rules of the Listing Rules

(including as modified by any waivers, rulings or exemptions applicable to Investore) from

time to time.

You can obtain information provided to NZX by Investore in accordance with the Listing

Rules free of charge by searching under Investore’s stock code “IPL” on the NZX website

(www.nzx.com).

Investore has been designated as a “Non-Standard” (NS) issuer by NZX because SIML has

the right to appoint two Directors to the Board. A copy of the waivers granted by NZX in

respect of Investore can be found at www.nzx.com/companies/IPL.

Further waivers granted by NZX which relate to Investore can be found at

www.nzx.com/companies/SPG

There is no public pool for the Bonds. This means you can only apply for Bonds through an NZX Firm or approved financial intermediary

who has obtained an allocation. You must return a completed Application Form (with payment) to the office of the NZX Firm or financial

intermediary in time to enable it to be forwarded to the Securities Registrar before 5.00pm on the Closing Date.

An application cannot be withdrawn or revoked by the applicant once it has been submitted.

Additional instructions on how to apply for Bonds are set out with the Application Form contained at the back of this PDS.

10.1 Offer Register

10.2 Companies Office

10.3 NZX Disclosures

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3132
Contact information

12. Contact information

Issuer

Investore Property Limited

Level 12

34 Shortland Street

Auckland 1010

Phone: +64 (9) 912 2690

Directors

Mike Allen (Independent Chairperson)

Kate Healy (Independent Director)

Tim Storey (SIML Nominee Director)

John Harvey (SIML Nominee Director)

Manager

Stride Investment Management Limited

Level 12

34 Shortland Street

Auckland 1010

Phone: +64 (9) 912 2690

New Zealand Legal Advisers

Bell Gully

Level 21

Vero Centre

48 Shortland Street

Auckland 1010

Phone: +64 (9) 916 8800


Level 21

ANZ Centre

171 Featherston Street

Wellington 6140

Phone: +64 (9) 916 8800

Supervisor

Public Trust

Level 9

34 Shortland Street

Auckland 1010

Phone: +64 9 985 5300

Arranger, Organising Participant

& Joint Lead Manager

Westpac Banking Corporation

(ABN 33 007 457 141)

(acting through its New Zealand branch)

16 Takutai Square

Auckland 1010

Phone: 0800 942 822

Other Joint Lead Managers

ANZ Bank New Zealand Limited

Level 10

ANZ Centre

171 Featherston Street

Wellington 6011

Phone: 0800 005 678

Deutsche Craigs Limited

Level 36

Vero Centre

48 Shortland Street

Auckland 1010

Phone: 0800 226 263

Forsyth Barr Limited

Level 23

Lumley Centre

88 Shortland Street

Auckland 1010

Phone: 0800 367 227

Securities Registrar & Paying Agent

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 488 8777

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3334
Glossary

13. Glossary

$ or NZ$New Zealand dollars

Anchor TenantThe primary tenant in a property, typically occupying more than 90% of the net lettable area

of the property and providing more than 90% of the rental income (but in some instances

may be as low as 50% of each)

Application Form The application form contained in this PDS relating to the Offer

BoardInvestore’s Board of Directors

Bondholder or you A person whose name is entered in the Bond Register as a holder of a Bond

BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant to this PDS

Bond RegisterThe register in respect of the Bonds maintained by the Securities Registrar

Bunnings PropertiesThe three properties operated by Bunnings Limited acquired by Investore on 28 February

2018 from Stride for $78.5 million, being the properties at:

• 446 Te Rapa Road, Hamilton;

• the Corner of Tremaine Avenue and Railway Road, Palmerston North; and

• 26-48 Old Taupo Road, Rotorua

Business Day A day on which the NZX Debt Market is open for trading

Closing Date Thursday, 12 April 2018 at 5.00pm

Contract RentalThe amount of rent payable by each tenant, plus other amounts payable to Investore by that

tenant under the terms of the relevant lease as at the specific date noted, annualised for

the 12 month period on the basis of the occupancy level for the relevant property as at the

specific date noted, and assuming no default by the tenant

DirectorA director of Investore

DistributionThe meaning given to that term in section 2 of the Companies Act 1993

Event of Default Each event set out in clause 12.1 of the Trust Deed, which are summarised in section 5 of this

PDS (Key features of the Bonds)

Glossary

Facility AgreementThe Syndicated Senior Secured Facility Agreement dated 9 June 2016 (as amended and

restated from time to time) between, among others, Investore (as borrower) and Westpac

New Zealand Limited as agent

First Interest Payment DateWednesday, 18 July 2018

GDLGeneral Distributors Limited, a subsidiary of Progressive Enterprises Limited, which is an

ultimate subsidiary of Woolworths Group Limited

General Security DeedThe general security deed dated 9 June 2016 as amended and restated on 2 March 2018

between Investore and the Security Trustee

Inland Revenue The New Zealand Inland Revenue Department

Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that day is

not a Business Day, the next Business Day) until and including the Maturity Date, with the First

Interest Payment Date being 18 July 2018

Interest Rate The rate of interest per annum payable on the Principal Amount of the Bonds as announced

by Investore through NZX on the Rate Set Date

InvestoreInvestore Property Limited

Issue DateWednesday, 18 April 2018

Issue MarginThe margin determined by Investore in conjunction with the Joint Lead Managers following a

bookbuild for the Offer

Joint Lead Managers ANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited and Westpac

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

Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3536
Glossary

large format retailInvestore defines large format retail as being:

• properties that have a single tenant or limited number of tenants and generally no more

than 15 specialty tenants. The Anchor Tenant or tenants will occupy more than 50% of the

net lettable area of the property and provide more than 50% of the rental income, which

ensures the majority of income is contracted with nationally recognised retail companies;

• building improvements are typically large, free-standing, rectangular, generally single-floor

structures built on a concrete slab. Building improvements are straight-forward with limited

indoor common areas and public amenities thus minimising maintenance and capital

expenditure requirements;

• the properties are well serviced by car parking facilities, with most customers expected to

access the property by car;

• Anchor Tenants’ net lettable area is typically in excess of 2,000 sqm. Specialty tenants are

typically in excess of 150 sqm, although in some limited cases may be 60 sqm or less;

• uses include, but are not limited to, grocery, bulky goods retailing, factory outlets, retail and

trade hardware, general merchandise and convenience retailing;

• most leases are structured as Net Leases;

• it includes property or land that is able to be converted into large format retail real estate

through asset management activities, such as change of use, leasing, development and

redevelopment initiatives; and

• it includes property or land that is located adjacent or adjoining to existing assets, that

provides the opportunity for future redevelopment and improved returns to existing large

format retail properties

The Anchor Tenant or tenants will typically occupy more than 90% of the net lettable area of

the property and provide 90–100% of the rental income

Listing Rules The listing rules applying to the NZX Debt Market, as amended from time to time

Loan to Value Ratio The undertaking in clause 11.3 of the Trust Deed under which Investore agrees to ensure

that the total principal amount of all outstanding borrowed money secured by the Mortgages

and the General Security Deed is not more than 65% of the total value of all Mortgaged

Properties (including, in respect of any development, capital expenditure incurred during the

development phase since the date of the most recent valuation)

13. Glossary / Continued

Glossary

Major Bond Default EventThe following Events of Default:

• A failure by Investore to make a payment due in respect of the Bonds;

• A breach of the Loan to Value Ratio which is not remedied within (approximately) 13

months of that breach being disclosed to the Supervisor in a compliance certificate; or

• Indebtedness of more than $10 million in respect of other borrowed money of Investore is

not paid when due (or within any applicable grace period), or is called up as a result of a

default, or commitment for such indebtedness is cancelled

Management AgreementThe management agreement dated 10 June 2016, under which Investore has appointed

SIML as the exclusive provider to Investore of ongoing management services

Manager or SIMLStride Investment Management Limited

Maturity Date Thursday, 18 April 2024

MortgagesFirst ranking mortgages given by Investore to the Security Trustee

Mortgaged Properties The properties subject to the Mortgages from time to time. All 40 properties expected to

be owned by Investore on the Issue Date will be Mortgaged Properties

Net LeaseA lease where the tenant is responsible for the property's operating expenses (rates,

utilities and insurance), and the landlord is responsible for the maintenance of the building

structure, building services and grounds maintenance

NZXNZX Limited

NZX Debt Market The debt security market operated by NZX

NZX FirmAny company, firm, organisation or corporation designated or approved as a Primary

Market Participant (as defined in the Listing Rules) from time to time by NZX

NZX Main Board The main registered market for trading equity securities operated by NZX

Offer The offer of Bonds made by Investore under this PDS

Offer RegisterThe online register maintained by the Companies Office and the Registrar

of Financial Service Providers known as "Disclose" and accessible online at

www.companiesoffice.govt.nz/disclose, offer number (OFR12328)

Investore Property Limited Product Disclosure Statement37
Glossary

Opening Date Wednesday, 21 March 2018

Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand

branch)

PDS This product disclosure statement

Principal Amount $1.00 per Bond

Rate Set Date Tuesday, 20 March 2018

Securities RegistrarComputershare Investor Services Limited

Security Trust Deed The Security Trust Deed dated 9 June 2016 as amended and restated on 2 March 2018

made between, among others, Investore (as borrower) and New Zealand Permanent

Trustees Limited (as original Security Trustee), a copy of which is available on the

Offer Register

Security Trustee New Zealand Permanent Trustees Limited or such other person as may hold office as

security trustee under the Security Trust Deed from time to time

Series Supplement The Series Supplement dated 2 March 2018 between Investore and the Supervisor setting

the terms and conditions of the Bonds (as amended or supplemented from time to time), a

copy of which is available on the Offer Register

Special ResolutionA resolution passed with the support of Bondholders holding not less than 75% of the

aggregate Principal Amount of Bonds held by those persons voting

StrideStride Property Limited

Supervisor Public Trust or such other supervisor as may hold office as supervisor under the Trust

Deed from time to time

Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the Maturity

Date, as calculated by Investore in conjunction with the Arranger on the Rate Set Date

Trust Deed The Master Trust Deed dated 2 March 2018 between Investore and the Supervisor

pursuant to which certain bonds, including the Bonds, may be issued (as amended or

supplemented from time to time), a copy of which is available on the Offer Register, and,

where the context requires, includes the Series Supplement

WA LTWeighted average lease term

13. Glossary / Continued

---

Investore Property Limited
Retail Bond Presentation

5 March 2018

Arranger & Joint

Lead Manager

Joint Lead

Managers

Investore Property Limited –Retail Bond Presentation
Disclaimer

2

This presentation has been prepared by Investore Property Limited (Investore) in relation to the offer of senior

secured fixed rate bonds described in this presentation (Bonds). Investore has lodged a Product Disclosure

Statement dated 5March 2018 (PDS) with the Registrar of Financial Service Providers in New Zealand

(Registrar) and made available the information on the register of offers of financial products administered by the

Registrar (Register Entry) (the PDS and the Register Entry, together the Offer Materials) in respect of the offer

of Bonds (Offer). Investore is undertaking the Offer in accordance with the simplified disclosure offer regime set

out in regulation 49G of the Financial Markets Conduct Regulations 2014, which provides that the Offer

Materials are not required to contain certain information. The Offer Materials contain details of the Offer and

other material information in relation to the Offer and should be read before any investment decision is made.

Investore is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited

for the purposes of that information being made available to participants in the market (which can be found by

visiting www.nzx.com/companies/IPL). You should also read those NZX announcements. Capitalised terms

used in this presentation but not defined bear the meaning given to that term in the PDS.

A copy of the PDS is available through www.companiesoffice.govt.nz/disclose(OFR12328) or by contacting the

Joint Lead Managers. No applications will be accepted or money received unless the applicant has been given

the PDS.

This presentation has been prepared solely for informational purposes and does not purport to be complete or

comprehensive and does not constitute financial product, investment, tax or other advice, nor does it constitute

a recommendation from Investore, Stride Investment Management Limited (SIML), the Supervisor, the Arranger,

the Joint Lead Managers, or any of their respective shareholders, directors, officers, employees, affiliates,

agents or advisers to subscribe for or purchase the Bonds. This presentation does not take into account your

personal objectives, financial situation or needs and you should consult your financial and other advisors before

any investment decision is made. This presentation is not and should not be construed as an offer to sell or a

solicitation of an offer to buy Bonds and may not be relied upon in connection with any purchase of Investore

securities. It shall not form the basis of or be relied on by you to make an investment decision, nor shall this

presentation or any information communicated in it, form the basis of any contract or commitment to purchase or

transfer any securities.

None of the Supervisor, the Arranger, the Joint Lead Managers, or their related companies and affiliates

including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or

advisers, as the case may be (Specified Persons), have independently verified or will verify any of the content of

this presentation and none of them are under any obligation to you if they become aware of any change to or

inaccuracy in the information in this presentation.

Past performance information provided in this presentation may not be a reliable indication of future

performance. Any estimates, projections, targets, opinions or forecasts contained in this presentation are, and

will continue to be, based on a number of assumptions and subject to uncertainties and contingencies, most of

which are outside of Investore's control. No representation or warranty, express or implied, is made as to the

accuracy, reliability, completeness, correctness or currency of the information, statements, estimates,

projections, targets, opinions or forecasts, or as to the reasonableness of any assumptions any of which may

change without notice to you, contained in this presentation. The valuations, forecasts, estimates, opinions and

projections contained herein involve elements of subjective judgment and analysis. Any opinions expressed in

this material are subject to change without notice and may differ or be contrary to opinions expressed by other

parties associated with Investore as a result of using different assumptions and criteria.

This presentation may contain certain forward-looking statements with respect to the financial condition, results

of operations and business of Investore. Forward-looking statements can generally be identified by use of words

such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will'or

similar expressions. All such forward-looking statements involve known and unknown risks, significant

uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Investore,

which may cause the actual results or performance of Investore to be materially different from any future results

or performance expressed or implied by such forward-looking statements. Such forward-looking statements

speak only as of the date of this presentation. Investore undertakes no obligation to update these forward-

looking statements for events or circumstances that occur subsequent to the date of this presentation or to

update or keep current any of the information contained herein. Any estimates or projections as to events that

may occur in the future (including projections of revenue, expense, net income and performance) are based

upon the best judgement of Investore from the information available as of the date of this presentation. Actual

results may vary from the projections and such variations may be material. You are cautioned not to place

undue reliance on forward-looking statements.

The distribution of this presentation, and the offer or sale of the Bonds, may be restricted by law in certain

jurisdictions. Persons who receive this presentation outside New Zealand must inform themselves about and

observe all such restrictions. Nothing in this presentation is to be construed as authorising its distribution, or the

offer or sale of the Bonds, in any jurisdiction other than New Zealand and Investore accepts no liability in that

regard. The Bonds may not be offered or sold directly, indirectly, and neither this presentation nor any other

offering material may be distributed or published, in any jurisdiction except under circumstances that will result in

compliance with any applicable law or regulations.

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 date of this presentation have

been duly complied with. However, the Bonds have not yet been approved for trading and NZX accepts no

responsibility for any statement in this presentation. NZX is a licensed market operator and the NZX Debt

Market is a licensed market, each regulated under the Financial Markets Conduct Act 2013.

For purposes of this notice, 'presentation' shall mean the slides, any oral presentation of the slides by Investore,

any question-and-answer session that follows that oral presentation, hard copies of this document and any

materials distributed at, or in connection with, that presentation.

The information and opinions contained in this presentation are provided as at the date of this presentation and

are subject to change without notice.

By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions

and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read

and agree to comply with the contents of this Disclaimer; (ii) you are permitted under applicable laws and

regulations to receive the information contained in this presentation; (iii) you will base any investment decision

solely on the Offer Materials; and (iv) you agree that this presentation may not be reproduced in any form or

further distributed to any other person, passed on, directly or indirectly, to any other person or published, in

whole or in part, for any purpose.

Investore Property Limited –Retail Bond Presentation
Contents

Overviewof the Offer4

Business Summary5

Investment Portfolio9

Financial Overview13

Bond Offer17

Investment Highlights22

Bunnings Warehouse

446 Te Rapa Rd

Hamilton

Investore Property Limited –Retail Bond Presentation
•Investore is offering up to $75m (plus up to $25m in oversubscriptions) of senior secured fixed rate 6 year Bonds

•The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt, providing diversification of

funding sources and extending the tenor of Investore’s debt

•The Bonds will be secured by first ranking Mortgages granted by Investore over all of its properties as at the Issue Date and

by security interests over Investore’s other assets under a General Security Deed (subject to limited exceptions)

•The indicative Issue Margin and minimum Interest Rate on the Bonds will be announced on or about 12 March 2018. The

Interest Rate on the Bonds is expected to be set on 20 March 2018

•The Bonds are expected to be quoted on the NZX Debt Market on 19April 2018

4

Overview of the Offer

Business
Summary

Countdown

Browns Bay

Auckland

Investore Property Limited –Retail Bond Presentation
Overview and Credit Strengths

6

Investore Property Limited

•New Zealand’s only NZX listed

property company with an

investment focus on large format

retail property

•Total property portfolio of $738.3m

1

Managed by SIML

Stride Investment Management Limited

•Specialised real estate investment

management with proven capability

•Stapled with Stride PropertyLimited,

which holds a 19.9% cornerstone

shareholding in Investore

•$2.1bassets under management

•100+ employees

Strong management and

corporate governance

Dependable income

streams

Geographically diversified

portfolio

1

As at 30 September 2017, adjusted for material events since 30 September 2017, as described on page 10 of this presentation. TheWALT and occupancy rate are calculated as at the date of this

presentation, excluding thetwo properties subject to unconditional sale agreements referred to on page 10 of this presentation. Those sales are expectedtosettle prior to the Issue Date

Credit Strengths

•Long term leases –average

WALT of 13.1 years

1

•99.9% occupancy rate

1

•Nationally recognised, quality

tenants –Countdown, Bunnings,

PAK’nSAVE, Mitre 10, Animates

Investore Property Limited –Retail Bond Presentation
7

Strategy

Large format retail

•Large, free-standing, rectangular and generally single-floor structures

•Lower maintenance and capital expenditure requirements

•Anchor tenant or tenants typically occupy more than 90% of net lettable area and provide 90-100% of the rental income

•Uses include grocery, retail and trade hardware, general merchandise and convenience retailing

Portfolio management strategy

✓Acquiring additional properties adjoining existing Investore properties

✓Acquisitions which enhance geographical and/or tenant diversification

✓Maintaining balance sheet capacity with considered divestments

Nationally recognised

tenants

High occupancy

Long lease terms

Investore Property Limited –Retail Bond Presentation
8

Oct 15

Investore established by Stride with a specialised large format retail portfolio

Active Management

Nov 15 –Jun 16

Acquired 25 large format retail properties

Jul 16

Demerged from Stride, IPO, $185m capital raised

Jul 16 –Sep 16

Acquired 14 further large format retail properties

Feb 17

Animates Invercargill development completed

Jul 17 –Nov 17

Acquired Timaru properties, adjacent to existing property,

a future development opportunity

Feb 18

Acquired three Bunnings operated properties for $78.5m,

with 2.5% p.a. rental uplift for initial 12 year lease period

Mar 18

Settlement for sale of two properties for $32.6m

Sep 18

Mitre 10 Botany premises extension expected to be completed

Investment
Portfolio

The Warehouse

35 MacLaggan St

Dunedin

Investore Property Limited –Retail Bond Presentation
10

Portfolio Update

•Property acquisitions:Investore purchased four properties for an aggregate purchase price of $79.5m (of which $78.5m

was funded by debt)

•Property disposals:Investore agreed to sell two properties for an aggregate sales price of $32.6m (before disposal costs).

These agreements are unconditional and expected to be settled prior to the Issue Date. The net proceeds of those sales will

be used to repay a portion of Investore’s bank debt

•Expected revaluation movement:Investore has obtained preliminary valuations from independent valuers in connection

with the Offer. The preliminary valuations indicate that as at 31 March 2018 the property portfolio (excluding the two

properties subject to unconditional sale agreements) is expected to have a value of $738.3m, a net increase of 3.2%

compared to the total value of those properties as at 31 March 2017 and including those properties acquired during the

year

1

30 Sep 17

interim financial

statements

Property

acquisitions

Property

disposals

Expected

revaluation

movement

Adjusted

balances

Investment properties$662.7m+$79.5m-$29.3m+$25.5m$738.3m

Drawn debt$261.0m+$78.5m-$32.1mNo impact$307.4m

Loan to Value Ratio39.4%41.6%

Material events subsequent to 30 September 2017 interim reporting period:

1

These preliminary valuations have been reviewed and approved by the Board but remain subject to finalisation by the relevant issuing valuers and audit on or after 31 March 2018. Further details will be

released by Investore as part of its annual results announcement for the year ended 31 March 2018

Values in the above table may not sum accurately due to rounding

Investore Property Limited –Retail Bond Presentation
Portfolio Summary

1

Refer footnote 1, page 6. Tenant diversification is calculated as at the date of this presentation, excluding thetwo properties subject to unconditional sale agreements referred to on page 10 of this

presentation. Those sales are expected to settle prior to the Issue Date

Values in the above chart may not sum accurately due to rounding

Overview

As at

30 Sep 17Adjusted

1

Properties3940

Tenants7478

Net lettable area (sqm)174,702209,980

Occupancy rate (byarea)99.9%99.9%

WALT(years)13.813.1

Property valuations$662.7m$738.3m

Average property value$17.0m$18.5m

Portfolio lease expiry profile based on Contract Rental

1

Tenant diversification based on Contract Rental

1

11

General Distributors (Countdown)

72%

Bunnings

10%

Foodstuffs

6%

Specialty

6%

Mitre 10

3%

The Warehouse

3%

2.9%

1.1%

4.4%

2.0%

0.2%

0.7%

4.1%

0.3%

0.4%

3.2%

0.0%

18.9%

0.0%0.0%

25.2%

4.3%

32.1%

Investore Property Limited –Retail Bond Presentation
12

Geographic Diversification

Geographic diversification based on Contract Rental

1

Diversification improving with active management

•56% of Contract Rental from main centres vs 44%

from regional centres

1

•Development of regional assets such as

Invercargill Animates

•Further development opportunities at recently

acquired Timaru properties

Portfolio by location

1

1

Refer footnote 1, page 6. Geographic diversification is calculated as at the date of this presentation, excluding the two properties subject to unconditional sale agreements referred to on page 10 of this

presentation. Those sales are expected to settle prior to the Issue Date

Values in the above chart may not sum accurately due to rounding

Auckland

31%

Waikato

11%

Wellington

16%

Other North Island

19%

Christchurch

8%

Otago

7%

Other South Island

7%

Financial
Overview

Countdown

Browns Bay

Auckland

Investore Property Limited –Retail Bond Presentation
Financial Highlights

For the six months ended 30 September 2017

1

•Net rental income of $22.2m (FY17: $35.0m)

•Corporate expenses of $2.7m (FY17: $4.7m)

•Profit before other income and income tax of $13.6m

(FY17: $17.1m)

•Profit after income tax of $11.6m (FY17: $28.5m)

•Distributable profit

3

after income tax of $10.4m

(FY17: $17.6m)

•Annual cash dividend guidance of 7.46cps for FY18

1

Values for the six months ended 30 September 2017 are based on the unaudited numbers in the interim financial statements

2

Refer footnote 1, page 6

3

Distributable profit is a non-GAAP financial measure adopted by Investore to assist Investore and its investors in assessing Investore’s profit available for distribution. It is defined as profit/(loss) before

income tax adjusted for non-recurring and/or non-cash items (including non-recurring adjustments for incentives payable to anchor tenants for lease extensions) and current tax. Further information,

including the calculation of distributable profit and the adjustments to profit before income tax, is set out in note 5 to the interim financial statements for the six months ended 30 September 2017

Values in the above table may not sum accurately due to rounding

As at

30 Sep 17

Adjusted

2

Investment Properties$662.7m$738.3m

Total Assets$669.1m$744.8m

Bank Borrowings

($370m facility available)

($261.0m)($307.4m)

Total Liabilities($264.0m)($310.4m)

Equity$405.1m$434.3m

Loan to Value Ratio39.4%41.6%

14

Investore Property Limited –Retail Bond Presentation
Capital Management

1

Refer footnote 1, page 6

2

The unexpired leased term in a property or portfolio, assuming the property or portfolio is fully leased.

This is weighted by the income applicable to each lease and a current market rental with a nil term for

vacant space

Bank Debt

As at

30 Sep 17

Facility limit (ANZ, BNZ, CBA, Westpac)$370m

Facility drawn$307m

1

Weighted maturity of facility2.7 years

Weighted average hedging duration

(incl. forward starting swaps)

3.8 years

% of drawn debt hedged88%

2.0%

2.2%

2.4%

2.6%

2.8%

3.0%

3.2%

3.4%

3.6%

-

$50m

$100m

$150m

$200m

$250m

Sep 2017Sep 2018Sep 2019Sep 2020Sep 2021Sep 2022

Hedging profile as at 30 September 2017

Notional value of active swaps

Weighted average interest rate on active swaps (excl. margin and line fees)

15

Bank Covenants

As at

30 Sep 17

Adjusted

1

Loan to Value Ratio≤ 65%39.4%41.6%

Interest Cover Ratio ≥ 1.75x3.4x-

Weighted average

lease term

2

> 6.0

years

13.8

years

13.1

years

Investore Property Limited –Retail Bond Presentation
Offer Outcomes

•Net proceeds of the Offer will be used to repay and cancel a portion of Investore’s existing bank debt

✓Diversification of funding sources –32.5% of drawn debt from non-bank funding following the issue of the Bonds

✓Extended tenor -average tenor of debt extended to 3.5 years, following the issue of the Bonds

(from expected 2.1 years at the Issue Date)

16

1

Assumes $100m (including oversubscriptions of $25m) of Bonds are issued and $100m of existing banking facility is cancelled

$65m

$40m

$165m

$75m

$25m

$0m

$40m

$80m

$120m

$160m

$200m

Facilities

Debt maturity profile, post Issue Date

1

Bank LendingBondBond (Oversubscriptions)

Bond
Offer

Investore Property Limited –Retail Bond Presentation
Security

18

•The Bonds are secured by first ranking Mortgages granted by Investore over its properties and by security interests over

Investore’s other assets under a General Security Deed (subject to limited exceptions)

•As at 30 September 2017, assuming the Bonds had been issued at that time, liabilities that would have been secured by

the Mortgages and the General Security Deed (including the Bonds, bank facilities and hedging arrangements) were

approximately $261.4m

•All properties owned by Investore are Mortgaged Properties

•Security over the Mortgaged Properties is held by the Security Trustee (New Zealand Permanent Trustees Limited) for the

benefit of the beneficiaries under the Security Trust Deed, including the Supervisor, Bondholders, Investore’sbanking

syndicate and its agent and any other creditor that may become entitled to the benefit of the Mortgages

•There are restrictions on Investore granting further security, except in certain permitted instances

1

Refer footnote 1, page 6

Please see the PDS and Security Trust Deed for more information on security and covenants

Investore Property Limited –Retail Bond Presentation
Covenants and Default

19

•The Loan to Value Ratio under the Trust Deed limits the ability of Investore to borrow money which is secured by the

Mortgages and the General Security Deed to no more than 65% of the total value of the Mortgaged Properties (including, in

respect of any development, capital expenditure incurred during the development phase since the date of the most recent

valuation)

•The Board has set an internal maximum Loan to Value Ratio of 48%

•Investore will have approximately 13 months to remedy a breach of the Loan to Value Ratio covenant, reflecting:

•6 months to correct breach

•20 business day notice period

•Further 6 months to remedy before event of default occurs

•Other events of default include (not an exhaustive list):

•Failure to make payments on the Bonds

•Insolvency

•Cross-acceleration

•Investore may not make any distribution (which would include paying a dividend to Investore’s shareholders) if an event of

default is continuing or if it would result in an event of default

Investore Property Limited –Retail Bond Presentation
Key Terms of the Offer

20

1

Refer to section 5 of the PDS for more details

SummaryDetail

IssuerInvestore Property Limited

Descriptionof the Bonds Senior secured, fixed rate bonds

Security

The Bonds are secured by first ranking Mortgages granted by Investore over the Mortgaged Properties and by security interestsover

Investore’s other assets under a General Security Deed (subject to limited exceptions)

Tenor & Maturity Date6 years, maturing 18 April 2024

Offer AmountUp to $75m (with the ability to accept oversubscriptions of up to $25m at Investore’s discretion)

Interest Rate

To be determined by Investore in conjunction with the Arranger following a bookbuild, and announced via NZX on or about the RateSet

Date

The Interest Rate will be equal to the sum of the Swap Rate and the Issue Margin but in any case will be no less than the minimum

Interest Rate announced by Investore via NZX on or about 12 March 2018

Indicative Issue MarginTo be announced on or about 12 March 2018

Interest Payments Quarterly in arrear in equal paymentson 18 January, 18 April, 18 July and 18 October each year until the Maturity Date

Bond Financial Covenant

(Loan to Value Ratio)

The total principal amount of all outstanding borrowed money secured by the Mortgages and the General Security Deed is not more than

65% of the total value of all Mortgaged Properties owned by Investore (including, in respect of any development, capital expenditure

incurred during the development phase since the date of the most recent valuation)

1

Purpose

The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt. The Offer will provide diversification of

funding sources and extend the tenor of Investore’s debt

Minimum Application Amount $5,000 and multiples of $1,000 thereafter

Brokerage 0.50% brokerage plus 0.50% on firm allocations paid by Investore

Early Bird Interest Payable at the Interest Rate on accepted applications, paid within 5 business days of the Issue Date

QuotationIt is expected that the Bonds will be quoted onthe NZX Debt Market under the ticker code IPL010

Credit Rating Investore and the Bonds are unrated

Full details of the Offer are contained in the PDS

Investore Property Limited –Retail Bond Presentation
Key Dates of the Offer

21

Key eventDate

PDS lodged

Monday, 5 March 2018

Firm bids due

10:30am, Tuesday, 20 March 2018

Interest Rate set / Bookbuildcloses

Tuesday, 20 March 2018

Offer opens

Wednesday, 21 March 2018

Offer closes

5:00pm, Thursday, 12 April 2018

Issue Date

Wednesday, 18 April 2018

Expected date of initialquotation on the NZX Debt Market

Thursday,19 April 2018

Interest Payment Dates

18 January, 18 April, 18 July, 18 October

First Interest PaymentDate

Wednesday, 18 July 2018

Maturity Date

Thursday, 18 April 2024

Investore Property Limited –Retail Bond Presentation
Investment Highlights

22

1

Refer footnote 1, page 6

Nationally recognised quality tenants

Long term leases –average WALT of 13.1years

1

High occupancy rate -99.9%

1

Strong management and corporate governance

NZX listed with focus on large format retail property

Dependable income streams

Geographically diversified portfolio totalling $738.3m

1

Q&A

Appendices

Investore Property Limited –Retail Bond Presentation
25

Board of Directors

Mike Allen

Chairman & Independent Director

Kate Healy

Independent Director

Tim Storey

Director SIML Nominee

John Harvey

Director SIML Nominee

•Extensive experience in

investment banking in New

Zealand and United Kingdom

•A Director of:

•Coats Group PLC

•Godfrey Hirst Australia

•China Construction Bank

(New Zealand)

•Tainui Group Holdings

•Previously Partner, Minter Ellison

Rudd Watts, specialising in

commercial property and

property finance

•Member, Institute of Directors

in New Zealand

•Member, Australian Institute of

Company Directors

•More than 30 years’ experience

as a company director and

commercial lawyer, retiring from

the Bell Gully partnership in 2006

•Member, Institute of Directors

in New Zealand

•Director & Chair, JustKapital

Limited, plus other private

companies

•Director & Chair, SIML,

the Manager of Investore

•Over 35 years’ experience as a

Chartered Accountant

•Retired in 2009 after 23 years as

a partner, PwC

•Chartered Fellow, Institute of

Directors in New Zealand

•Chairman, New Zealand Opera

•A Director of:

•SIML

•Kathmandu Holdings

•Heartland Bank

Investore Property Limited –Retail Bond Presentation
Management Team

26

Philip Littlewood

Chief Executive Officer

•17 years’ experience in

investment property

management

•Prior experience includes

working in Morgan

Stanley’s real estate

merchant banking division

in the UK and a partnership

in a large private-equity

real estate firm

•MBA, Imperial College

London

Jennifer Whooley

Chief Financial Officer

•25+ years’ experience

in the property industry

•Previously Chief

Accountant for Fletcher

Property

•Chartered Accountant

(CA), Chartered

Accountants Australia

and New Zealand

Louise Hill

General Manager Corporate Services

•20+ years’ legal

experience, with 6 years

experience in the

construction industry

•Previously Head of Legal

for Fletcher Building and

Head of Commercial

Risk & Governance at

Fletcher Construction

•Previously Senior

Associate at Bell Gully

Andrew Hay

General Manager Commercial & Industrial

•20+ years’ property

industry experience

•MBA, Victoria University

•Former Wellington

Branch President of the

Property Council

Roy Stansfield

General Manager Shopping Centres

•25+ years’ experience

in the retail shopping

centre industry

•Prior experience

includes property

accountancy, centre

management and retail

leasing

•Previously head of

leasing at Kiwi Property

Mark Luker

General Manager Development

•25+ years’ retail and

commercial property

development experience

•Formerly General

Manager Development,

Kiwi Property and

General Manager,

Lendlease Retail

Projects

---

Indicative
Terms

Sheet

Up to $75,000,000 Senior Secured Fixed Rate

Bonds (plus up to $25,000,000 oversubscriptions)

Dated 5 March 2018

Joint Lead Managers

Investore Property Limited

Investore Property Limited Indicative terms sheet2
Indicative terms sheet

IssuerInvestore Property Limited (“Investore” or the “Issuer”)

InstrumentSenior secured, fixed rate bonds (“Bonds”)

Security The Bonds are secured by first ranking mortgages (the “Mortgages”) granted by Investore

over its properties (the “Mortgaged Properties”) and by security interests over Investore’s

other assets under the General Security Deed (subject to limited exceptions)

The Security Trustee holds the Mortgages and the General Security Deed for all creditors

entitled to their benefit, which currently includes (in addition to the Supervisor and the

Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis

Financial Covenant Investore agrees to ensure that the total principal amount of all outstanding borrowed money

secured by the Mortgages and the General Security Deed is not more than 65% of the

total value of all Mortgaged Properties (including, in respect of any development, capital

expenditure incurred during the development phase since the date of the most recent

valuation) (the “Loan to Value Ratio”)

A breach of the Loan to Value Ratio which is not remedied within (approximately) 13 months

of that breach being disclosed to the Supervisor in a compliance certificate will be an Event of

Default. Refer to the PDS and the Trust Deed for more detail on the covenants

PurposeThe net proceeds of the offer will be used to repay a portion of existing bank debt. The offer

will also provide diversification of funding sources and extend the tenor of Investore’s debt

No Credit RatingThe Bonds will not be rated

Offer AmountUp to $75 million (with the ability to accept oversubscriptions of up to $25 million at

Investore’s discretion)

No Public Pool All Bonds, including any oversubscriptions, have been reserved for subscription by clients of

the Joint Lead Managers, NZX Firms and other approved financial intermediaries invited to

participate in the bookbuild

Issue Price$1.00 per Bond, being the Principal Amount of each Bond

This terms sheet should be read together with the Product Disclosure Statement (“PDS”)

dated 5 March 2018 and the additional information contained on the Offer Register for

the offer of senior secured, fixed rate 6 year bonds by Investore Property Limited, which

is available at www.investoreproperty.co.nz/bondoffer and can also be obtained from the

Joint Lead Managers or your usual financial adviser. Investors must obtain and read a

copy of the PDS before they apply for Bonds.

Capitalised terms used but not defined in the Terms Sheet have the meaning given to

them in the PDS.

for an offer of up to $75,000,000 senior secured, fixed rate

6 year bonds (plus up to $25,000,000 oversubscriptions)

Investore Property Limited Indicative terms sheet3
Indicative terms sheet / cont.

Interest RateTo be determined by Investore in conjunction with the Arranger following a bookbuild,

and announced via NZX on or about the Rate Set Date

The Interest Rate will be equal to the sum of the Swap Rate and the Issue Margin but in any

case will be no less than the minimum Interest Rate announced by Investore via NZX on or

about 12 March 2018

Indicative Issue MarginThe Issuer expects to announce an indicative Issue Margin via NZX on or about 12 March 2018

Issue MarginTo be determined by Investore in conjunction with the Joint Lead Managers following a

bookbuild, and announced via NZX on or about the Rate Set Date

Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the Maturity Date,

as calculated by Investore in conjunction with the Arranger on the Rate Set Date

Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that

scheduled day is not a Business Day, the next Business Day) until and including the Maturity

Date, with the First Interest Payment Date being 18 July 2018

Early Bird InterestInvestore will pay interest calculated on a daily basis at the Interest Rate on application money,

in respect of accepted applications, from (and including) the date that application money is

received into the bank account for the offer to (but excluding) the Issue Date. Early bird interest

will be paid (less any withholding tax required to be deducted) as soon as practicable and,

in any event, within five Business Days of the Issue Date

Record Date5.00pm on the date that is 10 days before the relevant scheduled Interest Payment Date or,

if that is not a Business Day, the immediately preceding Business Day

Distribution StopperInvestore is not permitted to make any distribution such as declaring a dividend to Investore

shareholders, if an Event of Default is continuing or if it would result in an Event of Default.

Full details of the Events of Default are set out in the Trust Deed

Brokerage0.50% brokerage plus 0.50% on firm allocations paid by Investore

ISINNZIPLDT001C3

QuotationApplication has been made to NZX Limited (“NZX”) for permission to quote the Bonds on

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

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

with. However, the Bonds have not yet been approved for trading and 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 Financial Markets Conduct Act 2013

Ticker code IPL010 has been reserved for the Bonds

Investore Property Limited Indicative terms sheet4
Minimum Application Amount

and Denominations

$5,000 and multiples of $1,000 thereafter

Governing LawNew Zealand

Arranger and Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand

branch) (“Westpac”)

Joint Lead ManagersANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited and Westpac

SupervisorPublic Trust

Security TrusteeNew Zealand Permanent Trustees Limited

Securities RegistrarComputershare Investor Services Limited

Selling RestrictionsInvestore does not intend that the Bonds be offered for sale, and no action has been taken or

will be taken to permit a public offering of Bonds, in any jurisdiction other than New Zealand

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

regulations in any jurisdiction in which it is offered, sold or delivered. This Indicative Term Sheet

may not be published, delivered or distributed in or from any country other than New Zealand

By subscribing for or otherwise acquiring any Bonds, each Bondholder agrees to indemnify,

among others, the Issuer, the Manager, the Supervisor and the Joint Lead Managers for any

loss suffered as a result of any breach by the Bondholder of these selling restrictions

DocumentationThe terms of the Bonds, and other terms key to the offer of the Bonds, are set out in:

• The Product Disclosure Statement dated 5 March 2018 for the offer of the Bonds;

• The Master Trust Deed, as supplemented by the Series Supplement, each dated 2 March

2018 between Investore and the Supervisor (“Trust Deed”); and

• The Security Trust Deed dated 9 June 2016 as amended and restated on 2 March 2018

made between (among others) Investore and New Zealand Permanent Trustees Limited

You should read these documents. Copies may be obtained from the Offer Register at

www.companiesoffice.govt.nz/disclose (OFR12328). Bondholders are bound by, and are

deemed to have notice of, the Trust Deed

Indicative terms sheet / cont.

Investore Property Limited Indicative terms sheet5
Minimum Interest Rate and

Indicative Issue Margin announced

Monday, 12 March 2018

Bookbuild Date10:30am, Tuesday, 20 March 2018

Rate Set Date Tuesday, 20 March 2018

Opening DateWednesday, 21 March 2018

Closing Date5:00pm, Thursday, 12 April 2018

Issue DateWednesday, 18 April 2018

Expected Date of Initial Quotation Thursday, 19 April 2018

First Interest Payment DateWednesday, 18 July 2018

Maturity DateThursday, 18 April 2024

Important dates

The dates set out in this Terms Sheet are indicative only and subject to change. The Issuer may vary the timetable in its absolute

discretion and without notice. Any such changes will not affect the validity of any applications received. The Issuer reserves

the right to cancel the Bond offer, in which case all application monies received will be refunded (without interest) as soon as

practicable and, in any event, within five Business Days of the cancellation.

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.