Meridian Confirms Issue Size, Interest Rate & Closes Offer

PG 1

Meridian Energy confirms Issue Size, Interest Rate and closes its
Offer
15 June 2018
Meridian Energy Limited today announced that following strong investor demand for its issue of fixed rate
bonds (Bonds), it has set the issue size at NZ$200,000,000, accepting oversubscriptions of NZ$50,000,000.
The margin for the Bonds has been set at 1.30 percent per annum and the interest rate has been set at 4.21
percent per annum.
All of the Bonds have been allocated to intermediaries for distribution to their clients and there will be no
public pool available.
The Bonds will be issued on 27 June 2018 and will mature on 27 June 2025. The Bonds are expected to be
quoted on the NZX Debt Market under the ticker code MEL050.
The full details of the offer are contained in the Terms Sheet which is attached.
Joint Lead Manager

Joint Lead Manager



Phone:
0800 269 476

Phone:
0800 942 822

Co-Manager

Co-Manager


Phone:
0800 226 263

Phone:
0800 367 227

ENDS
Neal Barclay
Chief Executive Officer
Meridian Energy Limited

PG 2
For investor relations queries, please contact:
Owen Hackston
Investor Relations Manager
021 246 4772
For media queries, please contact:
Polly Atkins
External Communications
021 174 1715

---

JOINT LEAD MANAGER
CO-MANAGERCO-MANAGER
JOINT LEAD MANAGER
Final terms sheet
fixed rate bonds
MATURING 27 JUNE 2025
15 JUNE 2018

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
Final Terms Sheet
15 JUNE 2018
This Terms Sheet sets out the key
terms of the offer (“Offer”) by Meridian
Energy Limited (“Meridian”) of
$200,000,000 fixed rate bonds
maturing on 27 June 2025 (“2025
Bonds”) under its master trust deed
dated 1 December 2008 (as amended
from time to time) (“Trust Deed”) as
modified and supplemented by the
supplemental trust deed dated 11 June
2018 (together, “Trust Documents”)
entered into between Meridian and
Trustees Executors Limited
(“Supervisor”). Unless the context
otherwise requires, capitalised terms
used in this Terms Sheet have the
same meaning given to them in the
Trust Documents.
Important Notice
The offer of debt securities by Meridian
is made in reliance upon the exclusion
in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013
(“FMCA”).
The offer contained in this Terms Sheet
is an offer of bonds that have identical
rights, privileges, limitations and
conditions (except for the interest rate
and maturity date) as:
• Meridian’s bonds maturing on 14
March 2023, which have a fixed
interest rate of 4.53% per annum
and are currently quoted on the NZX
Debt Market under the ticker code
MEL030; and
• Meridian’s bonds maturing on 20
March 2024, which have a fixed
interest rate of 4.88% per annum
and are currently quoted on the
NZX Debt Market under the ticker
code MEL040,
(together the “Existing Bonds”).
Accordingly, the 2025 Bonds are the
same class as the Existing Bonds for
the purposes of the FMCA and the
Financial Markets Conduct Regulations
2014.
Meridian is subject to a disclosure
obligation that requires it to notify
certain material information to NZX
Limited (“NZX”) for the purpose of that
information being made available to
participants in the market and that
information can be found by visiting
www.nzx.com/companies/MEL.
The Existing Bonds are the only debt
securities of Meridian that are
currently quoted and in the same class
as the 2025 Bonds.
Investors should look to the market
price of the Existing Bonds referred to
above to find out how the market
assesses the returns and risk premium
for those bonds.
Contact details
ISSUER
Meridian Energy Limited
33 Customhouse Quay
Wellington Central
Wellington, 6011
REGISTRAR
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland, 1142
ORGANISING PARTICIPANT
AND JOINT LEAD MANAGER
Westpac Banking
Corporation
(ABN 33 007 457 141)
(acting through its
New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland, 1010
JOINT LEAD MANAGER
ANZ Bank New Zealand
Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington, 6011
CO-MANAGERS
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland, 1010
Forsyth Barr Limited
Level 9, Forsyth Barr House
The Octagon
Dunedin, 9054
SUPERVISOR
Trustees Executors Limited
Level 7, 51 Shortland Street
PO Box 4197
Shortland Street
Auckland, 1140
LEGAL ADVISERS TO MERIDIAN
Russell McVeagh
Level 24, 157 Lambton Quay
Wellington, 6143

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
KEY TERMS OF THE 2025 BONDS
IssuerMeridian Energy Limited
DescriptionThe 2025 Bonds are unsecured, unsubordinated, fixed rate interest bearing debt obligations
of Meridian.
GuaranteeThe 2025 Bonds are guaranteed by various subsidiaries of Meridian that are from time to time
Guaranteeing Group Members, as detailed below under “Financial covenants”.
PurposeMeridian will use the net proceeds of the Offer for general corporate purposes, including the
partial re-finance of Meridian’s bank bridge facility used for the recent acquisition of hydro
assets in Australia.
Credit RatingsIssuer Credit RatingIssue Credit Rating
S&P Global Ratings BBB+ BBB+
A rating is not a recommendation by any rating organisation to buy, sell or hold the 2025
Bonds. The above credit ratings are current as at the date of this Terms Sheet and may be
subject to suspension, revision or withdrawal at any time by S&P Global Ratings.
Issue Amount$200,000,000
Opening DateMonday 11 June 2018
Closing DateFriday 15 June 2018
Rate Set DateFriday 15 June 2018
Issue Date and Allotment DateWednesday 27 June 2018
Maturity DateFriday 27 June 2025
Interest Rate4.21% per annum, being the sum of the Issue Margin and the Base Rate.
Issue Margin1.30% per annum.
Base RateThe mid-market rate for an interest rate swap of a term matching the period from the Issue
Date to the Maturity Date as calculated by the Joint Lead Managers in consultation with
Meridian, according to market convention, with reference to Reuters page ICAPKIWISWAP1 (or
any successor page) on the Rate Set Date and rounded to 2 decimal places, if necessary, with
0.005 being rounded up.
Interest PaymentsInterest will be payable semi-annually in arrear in equal amounts on 27 June and
27 December of each year up to and including the Maturity Date. The First Interest Payment
Date will be 27 December 2018.
If an Interest Payment Date is not a Business Day, the due date for the payment to be made
on that date will be the next following Business Day and no adjustment will be made to the
amount payable as a result of the delay in payment.
Record Date5.00pm on the tenth calendar day before the due date for that payment or, if that day is not a
Business Day, the preceding Business Day or such other date as is advised by the Registrar to
Holders from time to time.
Issue Price$1.00 per 2025 Bond
Minimum ApplicationThe minimum application is $5,000, with multiples of $1,000 thereafter.
RegistrarComputershare Investor Services Limited
Early repaymentThe Holders of the 2025 Bonds have no right to require Meridian to redeem the 2025 Bonds
early except through the Supervisor in the case of an Event of Default (as set out in the Trust
Documents). If the 2025 Bonds are repaid early following an Event of Default, interest will be
payable up to (but excluding) the date of repayment.
Meridian does not have the right to redeem the 2025 Bonds early.

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
Further indebtednessMeridian may, without the consent of the Holders of the 2025 Bonds, issue additional
securities or other debt obligations on such other terms and conditions as Meridian may think
fit.
Financial covenantsThe Trust Documents contain the following financial covenants:
(a) the ratio of EBITDA of Meridian and all of its subsidiaries and associates (the "Group") to
Interest and Financing Costs of the Group must not be less than 2.5 to 1.0 (tested semi-
annually by reference to any two of the three previous 12 month periods);
(b) at all times Debt will not be more than 55% of the Debt plus Equity;
(c) at all times Equity will not be less than $1,250,000,000; and
(d) at all times the Total Tangible Assets of the Guaranteeing Group will not be less than 80% of
Total Tangible Assets of the Group.
As at the date of this Terms Sheet, the Guaranteeing Group Members are Meridian Energy Limited,
Three River Holdings No. 1 Limited, Three River Holdings No. 2 Limited, Meridian Wind Monaro
Range Holdings Pty Limited, Meridian Wind Monaro Range Pty Limited, Meridian Australia
Holdings Pty Ltd, Meridian Wind Australia Holdings Pty Ltd, Meridian Energy Markets Pty Ltd, Mt
Mercer Windfarm Pty Ltd, Meridian Energy Australia Pty Limited, Meridian Finco Pty Limited and
Mt Millar Wind Farm Pty Ltd.
Negative pledgeThe Trust Deed contains a negative pledge which provides that no Guaranteeing Group
Member will create or permit to arise or subsist any Security Interest over its assets except
under certain limited exceptions set out in the Trust Deed.
How to applyAll of the 2025 Bonds, including oversubscriptions, are reserved for clients of the Joint Lead
Managers, the Co-Managers, institutional investors and other primary market participants invited
to participate in the book-build. There will be no public pool for the offer. Accordingly, retail
investors should contact a Joint Lead Manager, a Co-Manager, their financial adviser or any primary
market participant for details on how they may acquire 2025 Bonds. You can find a primary market
participant by visiting www.nzx.com/investing/find_a_participant.
In respect of oversubscriptions or generally, any allotment of 2025 Bonds will be at Meridian's
discretion, in consultation with the Joint Lead Managers. Meridian reserves the right to refuse all
or any part of an application without giving any reason.
Each investor's financial adviser will be able to advise them as to what arrangements will need to
be put in place for the investors to trade the 2025 Bonds including obtaining a common
shareholder number (CSN), an authorisation code (FIN) and opening an account with a primary
market participant as well as the costs and timeframes for putting such arrangements in place.
ISINNZMELDT042C4
TransfersHolders are entitled to sell or transfer their 2025 Bonds at any time subject to the terms of the
Trust Documents and applicable securities laws and regulations. Meridian may decline to register
a transfer of 2025 Bonds for the reasons set out in the Trust Documents.
The minimum amount of 2025 Bonds a Holder can transfer is $1,000, and integral multiples of
$1,000 thereafter. No transfer of 2025 Bonds or any part of a Holder’s interest in a 2025 Bond will
be registered if the transfer would result in the transferor or the transferee holding or continuing
to hold 2025 Bonds with an aggregate principal amount of less than the minimum holding of
$5,000 (other than zero).
NZX has approved these transfer restrictions in accordance with NZX Debt Market Listing Rule
11.1.5 on the condition that Meridian will only allot the 2025 Bonds in multiples of $1,000.
Repo-eligibilityMeridian intends to apply to the Reserve Bank of New Zealand for the 2025 Bonds to be
included as eligible securities for domestic market operations.

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
NZX quotationMeridian will take any necessary steps to ensure that the 2025 Bonds are, immediately after
issue, quoted. Application has been made to NZX for permission to quote the 2025 Bonds on
the NZX Debt Market and all the requirements of NZX relating thereto that can be complied
with on or before the distribution of this Terms Sheet have been duly complied with. However,
NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a licensed market
operator and the NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeMEL050
Expected Date of Initial Quotation
on the NZX Debt Market
Thursday 28 June 2018
Selling restrictionsThe selling restrictions set out in the schedule to this terms sheet apply.
Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Joint Lead ManagersANZ Bank New Zealand Limited
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Co-ManagersDeutsche Craigs Limited
Forsyth Barr Limited
SupervisorTrustees Executors Limited
Governing LawNew Zealand
NZX WaiversNZX has granted Meridian a waiver in respect of the 2025 Bonds from NZX Debt Market
Listing Rule 5.2.3 (as modified by NZX's ruling on NZX Debt Market Listing Rule 5.2.3 issued
on 29 September 2015) to enable Meridian to apply for quotation on the NZX Debt Market
even though the 2025 Bonds may not initially be held by at least 100 members of the public
holding at least 25% of the 2025 Bonds issued. The waiver has been granted for a period of six
months from the quotation date of the 2025 Bonds. The effect of the waiver from NZX Debt
Market Listing Rule 5.2.3 is that initially the 2025 Bonds may not be widely held and there may
be reduced liquidity in the 2025 Bonds. To the extent that there is a material reduction in the
spread of the 2025 Bonds, Meridian will notify NZX accordingly.
NZX has also granted Meridian a waiver from NZX Debt Market Listing Rule 7.11.1 to allow
allotment of the Bonds to occur within eight business days after the Closing Date.
The dates set out in this Terms Sheet are indicative only and are subject to change. Meridian has the right in its absolute discretion and without notice
to close the Offer early, to accept late applications, to extend the Closing Date or to choose not to proceed with the Offer. If the Closing Date is
extended, subsequent dates may be extended accordingly.
Copies of the Trust Documents are available at Meridian's website at www.meridianenergy.co.nz/investors.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content of any such
internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult your tax adviser
in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with relevant laws and regulations
applicable to them (including any required registrations).
For further information regarding Meridian, visit www.nzx.com/companies/MEL.

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
Schedule – selling restrictions
Part A – initial selling restrictions
The Bonds may only be offered in New Zealand
in conformity with all applicable laws and
regulations in New Zealand. In respect of the
initial offer of Bonds by Meridian under this
Terms Sheet (Initial Offer), no Bonds may be
offered in any other country or jurisdiction
except in conformity with all applicable laws
and regulations of that country or jurisdiction
and the selling restrictions set out below in this
Part A. This Terms Sheet may not be published,
delivered or distributed in or from any country
or jurisdiction except under circumstances
which will result in compliance with all
applicable laws and regulations in that country
or jurisdiction and the selling restrictions set
out below in this Part A. For the avoidance of
doubt, the selling restrictions set out below in
this Part A apply only in respect of the Initial
Offer.
No action has been or will be taken by
Meridian which would permit an offer of Bonds
to the public, or possession or distribution of
any offering material, in any country or
jurisdiction where action for that purpose is
required (other than New Zealand).
By purchasing the Bonds, each Holder agrees
to indemnify Meridian in respect of any loss,
cost, liability or expense sustained or incurred
by Meridian as a result of the breach by the
Holder of the selling restrictions.
Relevant Member States of the European
Economic Area
Each Joint Lead Manager and Co-Manager has
represented and agreed that it has not offered,
sold or otherwise made available and will not
offer, sell or otherwise make available any
Bonds which are the subject of the offering
contemplated by this Terms Sheet to any retail
investor in the European Economic Area. For
the purposes of this provision:
(a) the expression retail investor means a
person who is one (or more) of the
following:
(i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as
amended, MiFID II); or
(ii) a customer within the meaning of
Directive 2002/92/EC (as amended,
the Insurance Mediation Directive),
where that customer would not
qualify as a professional client as
defined in point (10) of Article 4(1) of
MiFID II; or
(iii) not a qualified investor as defined in
the Prospectus Directive; and
(b) the expression an offer includes the
communication in any form and by any
means of sufficient information on the
terms of the offer and the Bonds to be
offered so as to enable an investor to
decide to purchase or subscribe the
Bonds.
In relation to each Member State of the
European Economic Area which has
implemented the Prospectus Directive (each, a
Relevant Member State), each Joint Lead
Manager and Co-Manager has represented
and agreed that with effect from and including
the date on which the Prospectus Directive is
implemented in that Relevant Member State
(the Relevant Implementation Date) it has
not made and will not make an offer of Bonds
which are the subject of the offering
contemplated by this Terms Sheet to the public
in that Relevant Member State except that it
may, with effect from and including the
Relevant Implementation Date, make an offer
of such Bonds to the public in that Relevant
Member State:
(a) at any time to any legal entity which is a
qualified investor as defined in the
Prospectus Directive;
(b) at any time to fewer than 150 natural or
legal persons (other than qualified
investors as defined in the Prospectus
Directive) subject to obtaining the prior
consent of the relevant Joint Lead Manager
or Co-Manager nominated by Meridian for
any such offer; or
(c) at any time in any other circumstances
falling within Article 3(2) of the Prospectus
Directive,
provided that no such offer of Bonds referred
to in (a) to (c) above shall require Meridian or
any Joint Lead Manager or Co-Manager to
publish a prospectus pursuant to Article 3 of
the Prospectus Directive, or Supplement a
prospectus pursuant to Article 16 of the
Prospectus Directive.
United Kingdom
No communication, invitation or inducement
to engage in investment activity (within the
meaning of section 21 of the Financial Services
and Markets Act 2000 (FSMA)) has been or
may be made or caused to be made or will be
made in connection with the issue or sale of
the Bonds in circumstances in which section
21(1) of the FSMA applies to Meridian.
All applicable provisions of the FSMA with
respect to anything done in relation to the
Bonds in, from or otherwise involving the
United Kingdom must be complied with.
Japan
The Bonds have not been, and will not be
registered, under the Financial Instruments
and Exchange Act of Japan (Act No. 25 of 1948,
as amended) (the FIEA). The Bonds have not
been offered or sold and will not be offered or
sold, directly or indirectly, in Japan or to or for
the account or benefit of any resident of Japan
(which term as used herein means any person
resident in Japan, including any corporation or
other entity incorporated or organized under
the laws of Japan), or to, or for the account or
benefit of, others for reoffering or resale,
directly or indirectly, in Japan or to, or for the
account or benefit of, any resident of Japan,
except (i) pursuant to an exemption from the
registration requirements of, and otherwise in
compliance with, the FIEA and (ii) in compliance
with any other applicable requirements of
Japanese law, regulations and ministerial
guidelines.
Singapore
This Terms Sheet has not been registered as a
prospectus with the Monetary Authority of
Singapore. Accordingly, this Terms Sheet and
any other document or material in connection
with the offer or sale, or invitation for
subscription or purchase, of the Bonds may
not be circulated or distributed, nor may the
Bonds be offered or sold, or be made the
subject of an invitation for subscription or
purchase, whether directly or indirectly, to any

BETTER ENERGY FUTURE
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MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
person in Singapore other than (a) to an
institutional investor (as defined in Section 4A
of the Securities and Futures Act (Chapter 289
of Singapore) (SFA) pursuant to Section 274 of
the SFA, (b) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section
275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance
with the conditions specified in Section 275 of
the SFA or (c) otherwise pursuant to, and in
accordance with the conditions of, any other
applicable provision of the SFA.
Where the Bonds are subscribed or purchased
in reliance on an exemption under Section 274
or Section 275 of the SFA, the Bonds shall not
be sold within the period of six months from
the date of the initial acquisition of the Bonds,
except (i) to an institutional investor (as defined
in Section 4A of the SFA), (ii) to a relevant
person (as defined in Section 275(2) of the SFA),
or (iii) to any person pursuant to an offer
referred to in Section 275(1A) of the SFA, unless
expressly specified otherwise in Section 276(7)
of the SFA or Regulation 32 of the Securities
and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005 of
Singapore (SFR).
Where the Bonds are subscribed or purchased
under Section 275 of the SFA by a relevant
person which is:
(a) a corporation (which is not an accredited
investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold
investments and the entire share capital of
which is owned by one or more individuals,
each of whom is an accredited investor; or
(b) a trust (where the trustee is not an
accredited investor) whose sole purpose is
to hold investments and each beneficiary
of the trust is an individual who is an
accredited investor,
securities (as defined in Section 239(1) of the
SFA) of that corporation or the beneficiaries’
rights and interest (howsoever described) in
that trust shall not be transferred within six
months after that corporation or that trust has
acquired the Bonds pursuant to an offer made
under Section 275 of the SFA except:
(1) to an institutional investor or to a
relevant person (defined in Section
275(2) of the SFA);
(2) (in the case of a corporation) where
the transfer arises from an offer
referred to in Section 276(3)(i)(B) of
the SFA or (in the case of a trust)
where the transfer arises from an
offer referred to in Section 276(4)(i)(B)
of the SFA;
(3) where no consideration is or will be
given for the transfer;
(4) where the transfer is by operation of
law;
(5) as specified in Section 276(7) of the
SFA; or
(6) as specified in Regulation 32 of the
SFR.
Hong Kong
This Terms Sheet has not been and will not be
registered with the Registrar of Companies in
the Hong Kong Special Administrative Region
of the People’s Republic of China (Hong Kong).
No Bonds have been offered or sold or will be
or may be offered or sold in Hong Kong, by
means of any document other than (a) to
professional investors as defined in the
Securities and Futures Ordinance (Cap. 571) of
Hong Kong (SFO) and any rules made under
the SFO; or (b) in other circumstances which do
not result in the document being a prospectus
as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32)
of Hong Kong (C(WUMP)O) or which do not
constitute an offer to the public within the
meaning of the C(WUMP)O.
No advertisement, invitation or document
relating to the Bonds may be issued or in the
possession of any person or will be issued or
be in the possession of any person in each case
for the purpose of issue, whether in Hong Kong
or elsewhere, which is directed at, or the
contents of which are likely to be accessed or
read by, the public of Hong Kong (except if
permitted to do so under the securities laws of
Hong Kong) other than with respect to the
Bonds which are or are intended to be
disposed of only to persons outside Hong Kong
or only to professional investors as defined in
the SFO and any rules made under the SFO.
Australia
No prospectus or other disclosure document
(as defined in the Corporations Act 2001 of
Australia (Corporations Act)) in relation to the
Bonds has been, or will be, lodged with, or
registered by, the Australian Securities and
Investments Commission (ASIC) or any other
regulatory authority in Australia. No person
may:
(a) make or invite (directly or indirectly) an
offer of the Bonds for issue, sale or
purchase in, to or from Australia (including
an offer or invitation which is received by a
person in Australia); and
(b) distribute or publish, any Terms Sheet,
information memorandum, prospectus or
any other offering material or
advertisement relating to the Bonds in
Australia,
unless:
(i) the aggregate consideration payable
by each offeree or invitee is at least
A$500,000 (or its equivalent in an
alternative currency and, in either
case, disregarding moneys lent by the
offeror or its associates) or the offer
or invitation otherwise does not
require disclosure to investors in
accordance with Part 6D.2 or Part 7.9
of the Corporations Act;
(ii) the offer or invitation is not made to a
person who is a “retail client” within
the meaning of section 761G of the
Corporations Act;
(iii) the offer, invitation or distribution
complied with the conditions of the
Australian financial services license of
the person making the offer, invitation
or distribution or an applicable
exemption from the requirement to
hold such license;
(iv) such action complies with all
applicable laws, regulations and
directives; and
(v) such action does not require any
document to be lodged with ASIC or
any other regulatory authority in
Australia.
By applying for the Bonds under this Terms
Sheet, each person to whom the Bonds are
issued (an Investor):
(a) will be deemed by Meridian and each of
the Joint Lead Managers and the
Co-Managers to have acknowledged that if
any Investor on-sells the Bonds within 12
months from their issue, the Investor will
be required to lodge a prospectus or other
disclosure document (as defined in the
Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one
of the categories set out in sections
708(8) or 708(11) of the Corporations
Act to whom it is lawful to offer the

BETTER ENERGY FUTURE
7
MERIDIAN ENERGY LIMITED Bond Issue Terms Sheet
Bonds in Australia without a
prospectus or other disclosure
document lodged with ASIC; or
(ii) the sale offer is received outside
Australia; and
(b) will be deemed by Meridian and each of
the Joint Lead Managers and the
Co-Managers to have undertaken not to
sell those Bonds in any circumstances
other than those described in paragraphs
(a)(i) and (a)(ii) above for 12 months after
the date of issue of such Bonds.
This Terms Sheet is not, and under no
circumstances is to be construed as, an
advertisement or public offering of any Bonds
in Australia.
Switzerland
The Bonds may not be publicly offered in
Switzerland and will not be listed on the SIX
Swiss Exchange Ltd. (SIX Swiss Exchange) or
on any other stock exchange or regulated
trading facility in Switzerland. This Terms Sheet
does not constitute a prospectus within the
meaning of, and has been prepared without
regard to the disclosure standards for issue
prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art.
27 ff. of the SIX Swiss Exchange Listing Rules or
the listing rules of any other stock exchange or
regulated trading facility in Switzerland.
Neither this Terms Sheet nor any other offering
or marketing material relating to the Bonds or
the offering may be publicly distributed or
otherwise made publicly available in
Switzerland.
Neither this Terms Sheet nor any other offering
or marketing material relating to the offering,
Meridian or the Bonds have been or will be
filed with or approved by any Swiss regulatory
authority. In particular, this Terms Sheet will
not be filed with, and the offer of Bonds will
not be supervised by, the Swiss Financial
Market Supervisory Authority, and the offer of
Bonds has not been and will not be authorised
under the Swiss Federal Act on Collective
Investment Schemes (CISA). The investor
protection afforded to acquirers of interests in
collective investment schemes under the CISA
does not extend to acquirers of Bonds.
Part B – general selling restrictions
The Bonds may only be offered for sale or sold
in New Zealand in conformity with all
applicable laws and regulations in New
Zealand. No Bonds may be offered for sale or
sold in any other country or jurisdiction except
in conformity with all applicable laws and
regulations of that country or jurisdiction. No
offering document or other offering material in
respect of the Bonds may be published,
delivered or distributed in or from any country
or jurisdiction except under circumstances
which will result in compliance with all
applicable laws and regulations in that country
or jurisdiction. No action has been or will be
taken by Meridian which would permit an offer
of Bonds to the public, or possession or
distribution of any offering material, in any
country or jurisdiction where action for that
purpose is required (other than New Zealand).
By purchasing the Bonds, each Holder is
deemed to have indemnified Meridian in
respect of any loss, cost, liability or expense
sustained or incurred by Meridian as a result of
the breach by the Holder of the selling
restrictions contained in the above paragraph.