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Indicative Issue Margin for Bond Offer

Debt Issuance12 March 2018IPLReal Estate

louise.hill@strideproperty.co.nz





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Indicative
Terms

Sheet

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

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

Dated 12 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 as

the sum of the Swap Rate and the Issue Margin, provided that Investore has agreed that

the Interest Rate will not be less than 4.40 per cent per annum. The Interest Rate will be

announced by Investore via NZX on or about the Rate Set Date

Indicative Issue Margin1.50 to 1.70 per cent per annum

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.