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Investor presentation for intended retail bond offer

Investor Presentation26 August 2018SPKCommunication Services

Spark Finance Limited
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand




MARKET RELEASE

27 August 2018


Investor presentation in relation to intended retail bond offer

As announced on 22 August 2018, Spark Finance Limited (SFL) is considering making

an offer of unsubordinated, unsecured fixed rate bonds (Bonds) to institutional and

New Zealand retail investors. SFL is the company in the Spark New Zealand group

that carries out the borrowing activities for the group.

It is expected that full details of the offer will be released on 29 August 2018, when

the offer is expected to open. Attached to this announcement is a copy of an

investor presentation in relation to the intended offer.

Investors can register their interest in the offer by contacting the Joint Lead Managers

as detailed below, or their financial advisor. Indications of interest will not constitute

an obligation or commitment of any kind.

No money is currently being sought and applications for the Bonds cannot currently

be made. If SFL offers the Bonds, the offer will be made in accordance with the

Financial Markets Conduct Act 2013 as an offer of debt securities of the same class as

existing quoted debt securities. The Bonds are expected to be quoted on the NZX

Debt Market.

Joint Lead Managers



Phone: 0800 269 476 Phone: 0800 942 822


- ENDS –


Spark Finance Limited

Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand




For media queries, please contact:

Lucy Fullarton

Communications Partner

+64 (0) 21 070 6197


For investor relations queries, please contact:

Dean Werder

General Manager Finance and Business Performance

+64 (0) 27 259 7176

---

Intended Offer of Bonds
27August 2018

Spark Finance Limited

Arranger & Joint Lead Manager

Joint Lead Manager

Important Notice
This presentation contains the key terms of a proposed offer by Spark Finance Limited (“SFL”) for up to $100,000,000 (with

the ability to accept oversubscriptions of up to $25,000,000 at SFL’s discretion) bonds ("Bonds").

No money is currently being sought and applications for the Bonds cannot currently be made. If SFL offers the Bonds,

the offer will be made in accordance with the Financial Markets Conduct Act 2013 as an offer of debt securities of the

same class as existing quoted debt securities. The Bonds are expected to be quoted on the NZX Debt Market.

The proposed offer of Bonds by SFL, if made, will be made in reliance upon the exclusion in clause 19 of schedule 1 of the

Financial Markets Conduct Act 2013 (“FMCA”), and will be an offer of bonds that have identical rights, privileges, limitations

and conditions (except for the interest rate and maturity date) as SFL’s(1) bonds maturing on 10 March 2023 which are

currently quoted on the NZX Debt Market under the ticker code SPF560; and (2) bonds maturing on 7 September 2026 which

are currently quoted on the NZX Debt Market under the ticker code SPF570, (together the "Quoted Bonds").

Accordingly, the proposed Bonds will, if offered, be of the same class as the Quoted Bonds for the purposes of the FMCA and

the Financial Markets Conduct Regulations 2014.

SFL 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. That information can be found by visiting

https://www.nzx.com/companies/SPF.

The Quoted Bonds are the only debt securities of SFL that are currently quoted and in the same class as the proposed Bonds.

Investors should look to the market price of the Quoted Bonds referred to above to find out how the market assesses the

returns and risk premium for those bonds.

Disclaimer
This presentation may include forward-looking statements regarding future events and the future financial performance of Spark New

Zealand. Such forward-looking statements are based on the beliefs of and assumptions made by management along with information

currently available at the time such statements were made.

These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’,

‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this presentation that are not historical facts are

forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve known

and unknown risks, uncertainties and other factors, many of which are beyond Spark New Zealand’s control, and which may causeactual

results to differ materially from those projected in the forward-looking statements contained in this presentation.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements

are discussed herein and also include Spark New Zealand's anticipated growth strategies, Spark New Zealand's future results of operations

and financial condition, economic conditions and the regulatory environment in New Zealand, competition in the markets in which Spark New

Zealand operates, risks related to the sharing arrangements with Chorus, other factors or trends affecting the telecommunications industry

generally and Spark New Zealand’s financial condition in particular and risks detailed in Spark New Zealand's filings with NZX and ASX.

Except as required by law or the listing rules of the stock exchanges on which Spark New Zealand is listed, Spark New Zealandundertakes

no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

The information in this presentation was prepared by Spark New Zealand with due care and attention. However, the informationissupplied

in summary form and is therefore not necessarily complete, and no representation is made as to the accuracy, completeness or reliability of

the information. In addition, to the maximum extent permitted by the law, neither Spark New Zealand, SFL nor any of their directors,

employees, shareholders, agents, advisers nor any other person shall have liability whatsoever to any person for any loss (including, without

limitation, arising from any fault or negligence) arising from this presentation or any information supplied in connection with it.

The information contained in this presentation should be considered in conjunction with the company’s financial statements, which are included

in Spark New Zealand’s Annual Report and available at http://investors.sparknz.co.nz.

All currency amounts are in New Zealand dollars unless stated otherwise.

Agenda
Introduction

Spark Overview

FY18 Results

Capital Structure

Key Terms of the

Intended Offer

Spark Overview

6
Background

SparkOverview

Spark New Zealand Limited (“Spark”) is New Zealand’s largest telecommunications and IT

services provider:

•#1 in mobile

(1)

driven by value added services, network investment and multi-brand strategy

•#1 in data (including broadband) underpinned by share of high value customers, network

performance and value superiority

•#1 in cloud services, driven both by organic growth and business acquisitions

Spark (then Telecom) was formed in 1987 out of the telecommunications division of

the New Zealand Post Office, a government department

In 1990 Spark became one of the first telecommunications companies in the world to

be fully privatised

On 30 November 2011, Spark demerged

(2)

into two entirely separate, publicly

listed companies;

•Spark; a retail services provider that retained ownership of a nationwide mobile

network; and

•Chorus; a fixed network services operator

(1)

Based onindependentestimate of Spark’s market share of total mobile revenue

(2)

Structural separation of Spark's retail business from the business that owns and operates the Fibre-To-The-Premise

(FTTP) network was a pre-requisite for Chorus’ participation in the Government's Ultra-Fast Broadband scheme (UFB)

Spark Finance Limited is the company in the Spark group that carries out the borrowing

activities for the group

7
Background

SparkOverview

•Spark owns and operates key infrastructure assets that support mobile and data networks

across New Zealand

•Focussed on New Zealand operations, with no current plans for material offshore investment

•Customer connections at 30 June 2018:

•Mobile connections : 2,458k (2,392k Jun17)

•Broadband connections: 700k (687k Jun17)

•Voice connections: 466k (622k Jun17)

•Operates in the fixed line market where regulated inputs are purchased from Chorus or other

local fibre companies on equivalent terms as for all retail service providers

•Mobile and IT markets are largely unregulated

•Spark is listed on the NZX and ASX with a market capitalisation of ~$7.3 billion

(1)

. Spark is

a NZX10 and ASX200 company

•Spark has a long term credit rating from Standard & Poor’s of A-/(stable). Rating

reaffirmed in April 2018

(1)

As at 20 August 2018

FY18 Overall Performance

9
Overall Performance

Financials and Ratios

SparkGroup

Selectedfinancialinformationandratios

$m

As Reported

FY 2015

As Reported

FY 2016

As Reported

FY 2017

As Reported

FY 2018

Operatingrevenuesandothergains3,5313,4973,6143,649

EBITDA9629861,016989

Netearningsaftertaxfortheyear375370418385

Netcashflowsfromoperatingactivities630716717777

Cashandcashequivalents80525255

Totalassets3,2063,2373,3313,419

Totaldebt6928759871,197

Totalliabilities1,4281,5531,6801,878

Equity1,7781,6841,6511,541

Debt/EBITDA0.7 x0.9 x1.0x1.2 x

Debt/Debt+Equity28%34%37%44%

Financeexpense54464246

EBITDA/Financeexpense17.8 x21.4 x24.2x21.5 x

Standard&Poor’s(S&P)LongTermCreditRatingA-/stableA-/stableA-/stableA-/stable

Overall Performance
Financial Summary

•Reported EBITDA of $989m was at the upper end of guidance albeit down $27m (2.7%) on prior year due to Quantum

programme implementation costs of $49m. Adjusted EBITDA of $1,038m, excluding Quantum implementation costs, was up $22m

(2.2%) on prior year as a result of ongoing revenue growth across mobile, cloud, security and service management and reductions

in net labour costs.

•Ongoing implementation of Quantum programme

(1)

resulted in a $37m reduction in net labour costs during FY18. Annualised net

labour costs have subsequently reduced from $581m in June 2017 to $499m in June 2018 and are projected to decline further

to ~$470m during H1 FY19.

•Reported YoY revenue growth of $35m, or 1.0%, taking revenue to $3,649m; predominantly driven by substantial revenue

growth totalling $132m across mobile (up 6.9%) and cloud, security and service management (up 15.1%) partially offset by

continuing declines in voice, managed data and networks revenues; down $100m in total. Mobile, cloud, security and service

management now deliver over half of Spark’s gross margin at 53.4%, up from 50.0% in FY17.

•Reported NPAT down $33m (7.9%) to $385m due to Quantum programme implementation costs.Adjusted NPAT, excluding

Quantum implementation costs, was up $2m (0.5%) on prior year due to underlying EBITDA performance; partially offset by $4m

(0.9%) increase in depreciation and amortisation due to a shift in capital investment towards newer server based assets, including

cloud infrastructure, that have shorter asset lives and $4m (15.4%) increase in finance expenses on higher average net debt.

•Capital expenditure of $413m in line with prior year; achieving planned investment outcomes within targeted capital expenditure

of 11%-12% of operating revenues.

•Cash conversion ratio

(2)

improved to 97% in FY18, up from 88% in FY17,due to ongoing benefits of refreshed working capital

policies andfavourable timing of restructuring expenses.

•Net debt increased by$184m during FY18 due to business acquisitions, top-up of dividends, continued mobile device receivable

growth and timing of tax payments. Rate of net debt growth is expected to slow during FY19.

•H2 FY18 total dividend per share of12.5c will be made up of a 75% imputed ordinary dividend per share of 11.0c and a 75%

imputed special dividend per share of 1.5c.

(1)

Page 19 of this document provides further detail on Quantum implementation costs and associated benefits

(2)

Calculated as operating cash-flow (excluding tax and interest) divided by EBITDA (excluding impairments, net gains from divestments and

share of associate and joint venture net losses)

$35m

+1.0%

Reported Revenue

movement

vs. FY17

($27m)

-2.7%

Reported EBITDA

movement

vs. FY17

($33m)

-7.9%

Reported NPAT

movement

vs. FY17

Financial performance on plan with ongoing implementation of Quantum

programme driving significant underlying benefits

10

•Total mobile ARPU growth of 1.2%; driven by introduction of unlimited consumer mobile plan.
•More than 50% of broadband customers now on new broadband technologies with 116k customers connected to

wireless broadband; generating $29m of YoY access cost reductions in FY18 and $51m of associated annualised

benefits. Demonstrates solid progress towards our ambition to be mostly ex copper by 2020.

•4.5G already live in 31 locations, further expanding network speed and capacity and making wireless

broadband available to thousands more households.

•Skinny and Bigpipe sub-brands continue to resonate with price sensitive customers; delivering the majority of

Spark’s FY18 total broadband connection growth of 13k. Skinny and Bigpipe now account for 5% of Spark’s

total broadband base -up from 2% in June 2016.

•Skinny brand repositioned itself in the market with a new, more mature but still light-hearted brand campaign,

reflecting Skinny’s dual commitment to low prices and customer satisfaction.

•Quantum programme successfully accelerated to realise financial benefits earlier; finishing the year with

annualised net labour costs of $499m, down $82m (14.1%) from $581m in June 2017. Annualised net labour

costs projected to decline further during H1 FY19 to ~$470m as benefits from programme acceleration are

realised; bringing total expected annualised net labour benefits to ~$110m

•Ongoing implementation of simplification, automation and digitisation initiatives resulting in further improvement in

customer experience and service costs; delivering an unprecedented 24% decline in HMB customer care voice

interactions.

•To drive further service and cost improvement Quantum investment will continue into FY19 however associated

implementation costs are expected to be at more typical levels.

•During FY18 Spark became the first large New Zealand business to transition to Agile ways of working at scale

with around 40% of our people now transitioned to a full Agile operating model; further unlocking improved

customer centricity, speed to market, and more empowered, engaged and productive people.

Lowest cost operator

Better serving price sensitive customers

Emphasis on Wireless

~$110m

Quantum Programme

annualised net reduction in

labour costs

Overall Performance

Key Areas of Focus

Material progress made against our three key areas of focus; remain on track to achieve

aspirations outlined at June 2017 Investor Day

$51m

Wireless Broadband Migration

annualised gross reduction in

access costs

11

38.9%

+0.9 pp

Market Share of Mobile

Service Revenues

(1)

vs. FY17

41.5%

-0.7 pp

Market Share of Broadband

Connections

(1) (2)

vs. FY17

(1)

Independent market share estimate

(2)

Includes wireless broadband connections

FY18 Product Performance

30%
35%

40%

0%

50%

100%

FY16FY17FY18

HMB pay-monthly plan mix

less than $55$55 or greater

Product Performance

Mobile

Only New Zealand mobile provider to grow revenue market share, connections and ARPU

during FY18

Total mobile revenue, up $83m (6.9%), accounting for 35.1% of total operating revenues;

up 2.7pp on prior year. Growth driven by:

•Pay-monthly connection growth of 70k (6.3%); the highest in at least two years fuelled

by successful launch of unlimited consumer mobile plan and increased migration from

pre-paid to pay-monthly; and

•ARPU growth across both pre-paid and HMB pay-monthly. Renewed focus on growing

pre-paid ARPU, rather than lower value and higher churn connections, resulted in 7.6%

growth in pre-paid service revenues despite 12k decline in pre-paid connections

Mobile gross margin

(1)

up $40m (5.3%) on prior year due to:

•Mobile services revenue growth of $36m (4.6%) driven by both ARPU and connection

growth;

•Ongoing migration away from handset subsidies with 87% of HMB pay-monthly

customers now on open term plans -up 2pp on prior year; and

•Skinny ARPU and margin growth as a result of new pre-paid propositions and

improved channel performance; including successful withdrawal from The Warehouse

Group

Continuation of ARPU growth; up 1.2% on prior year driven by:

•Total HMB ARPU growth of 3.1% on customer migration to higher value $55+ plans, in

particular unlimited mobile; with 40% of HMB pay-monthly base now on a $55 plan or

above, up 5pp on prior year.

•Low-cost higher data cap Skinny prepaid offerings leading to significant Skinny

prepaid ARPU growth of 13.8% on prior year; partially offset by

•Ongoing Spark Digital ARPU declines due to competitive price pressure

4.5G now live in 31 locations with rollout continuing through FY19 to expand mobile

performance and prepare for a 5G future. First 5G production outdoor trial completed

and 18Gbps achieved on indoor speed tests; providing us with rich insights into the more

intensive data use-cases that will be made possible by this technology.

13

-20k

0k

20k

40k

60k

80k

FY16FY17FY18

Net connection movement

pay-monthlyprepaid

0

400

800

FY16FY17FY18

$m

Service revenue

pay-monthlyprepaid

(1)

Mobile gross margin calculated as total mobile revenue lessmobile cost of sales

Market approaching saturation
(1)

. Benefits of wireless broadband adoption driving 6.7% growth

in broadband gross margin

(2)

. However revenue and margin continue to be squeezed by

aggressive acquisition pricing and increases in input costs which are proving difficult to pass

through.

Product Performance

Broadband

Despite market reaching saturation total Spark connections grew for the third consecutive period

resulting in highest annual connection growth in two years; connections up 13k or 1.9% during FY18.

Skinny and Bigpipe sub-brands resonating with price-sensitive customers; securing majority of total

Spark connection growth.

Broadband revenue continues to decline despite connection growth; down $4m (0.6%) on prior year

due to:

•Persistent, acquisition focussed, competitive price pressure;

•Further reductions in broadband access revenue as a greater proportion of customers opt for

naked broadband services; and

•Migration of customers onto lower-priced, but higher-margin, wireless broadband services

Broadband gross margin up $17m (6.7%) driven by:

•116k wireless broadband connections, delivering $29m reduction in broadband access costs

during FY18 and associated annualised benefits of $51m; partially offset by

•Fibre-based modem expenses and increases in copper and fibre input costs

Rate of wireless broadband growth has slowed. Focus now shifting to retention of existing wireless

broadband connections and migration of copper voice connections to wireless voice alternative

Despite falling short of both our UFB share of growth and wireless broadband connection aspirations,

more than 50% of customers are now off copper and onto newer and more reliable wireless and

fibre broadband technologies; supporting our strategic aspiration to be mostly ex-copper by 2020.

Customer demand for data continues to increase; evidenced by:

•Unlimited broadband plans now accounting for 57% of base;

•Average monthly GB usage per customer up 33%

(3)

on prior year; and

•Customer demand for video content continuing to grow with Lightbox subscriptions up 37% and

adoption of other streaming services increasing in line with global trends

14

84%

63%

49%

0%

20%

40%

60%

80%

100%

FY16FY17FY18

Connection mix by input type

copperfibrewireless broadband

16%

37%

51%

(1)

Based on independent market growth estimates

(2)

Broadband gross margin calculated as broadband revenue less broadband cost of sales

(3)

Excludes Skinny, Bigpipe and Digital Island. Average monthly data usage per connection currently 138GB

12%

20%

26%

0%

20%

40%

60%

80%

100%

FY16FY17FY18

Naked Broadband as a % of total base

ClothedNaked

Product Performance
Cloud, security and service management

Growth in higher-margin products and improvement in service management continues to drive

increased gross margin

Toplinerevenue growth of $49m (15.1%) driven by:

•Customer demand for the benefits and flexibility that cloud-based

“as a service” products offer;

•Project workload associated with transition of new customers onto

Spark products; and

•Launch of new security products, to capture the growth potential in

this market

Gross margin

(1)

up $41m (15.6%) as a result of:

•Toplinerevenue growth; coupled with

•Ongoing change in mix, with growth in higher-margin cloud and

security products outpacing more labour intensive service

management offerings

Significant new customer wins and previous wins now moving into

transition creating the pipeline for FY19 revenue growth

Focus on effective and efficient service management to drive growth in

the profitability of our top clients continues

New self-service online capabilities added to Cloud Creator offering

customers multi-cloud management features

While security revenue growth of 12.8% was short of aspiration further

opportunities exist in FY19 through a focus on:

•Product development for new market segments,

•Attracting skilled resources; and

•Maturing our sales processes

15

257

324

373

FY16FY17FY18

$m

Cloud, security and service management revenue

+15.1%

(1)

Cloud, security and service management gross margin is provided in Spark’s FY18 Detailed Financials workbook; this excludes associated labour costs to maintain

consistency with the calculation of mobile and broadband gross margins.

Product Performance
Voice, Managed Data and Networks

Acceleration in rate of revenue and margin decline due to ongoing substitution of landline voice

to other technologies and proactive migration away from traditional managed data products in

support of simplification

Total voice, managed data and networks revenue declined by $100m

(11.6%) on prior year; versus a $95m (9.9%) decline in FY17

FY18 voice revenue

(1)

decline of $83m (12.7%) greater than prior period

due to:

•$48m (16.1%) decrease in landline only

(2)

revenues due to consistent

YoY declines in voice only connections across Spark HMB and Digital

and acceleration of connection declines in Spark Wholesale; with a

large wholesale customer migrating away from PSTN to an

alternative technology during the year; and

•$32m (11.6%) decrease in higher-margin calling revenues due to a

14% YoY decline in total calling minutes

Managed data and networks revenue continues to decline albeit at a

slower rate than prior periods. FY18 revenues down $17m (8.2%)

driven by:

•Proactive migration of customers off legacy data platforms onto new

lower-margin fibre based alternatives in support of core product

simplification; and

•Ongoing competitive pricing pressure

Recent launch of new customer support systems for managed data

product will create the foundation for improved customer experience and

better self-service

16

728

655

572

0

200

400

600

800

FY16FY17FY18

$m

Total voice revenue

HMBDigitalWholesaleOther

229

207

190

0

50

100

150

200

250

FY16FY17FY18

$m

Total managed data and networks revenue

HMBDigitalWholesale

(1)

Voice revenue includes connections delivered over the mobile network (Voice over LTE)

(2)

Landline only revenue includes revenue from ‘voice only’ access plans

FY18 Strategy Update

Strategy: Progress Update
Quantum

Bold programme of simplification, automation and digitisation delivering material

improvement in service experience, employee engagement and cost to serve

18

+9pts

Increase in employee NPS

in the year

+6pts

Increase in consumer and small

business market NPS in the

year

+15pts

Increase in Spark Digital

relationship NPS in the year

178,000

Customers migrated onto new

fit-for-purpose consumer plans

100’s

Successfully removed

hundreds of legacy products

1

One unified Cloud portfolio

established across Spark

40

Bots automating tasks across

the business and proactively

solving customer issues

75%

Simple cloud customer

requests now automated via

self-service portal

85%

Common Spark Digital

service requests now

automated (~3,300 requests

per month)

1,250,000

(24%)

YoY reduction of calls into

HMB contact centres

Spark App users completing

~340,000 self-service

interactions per month

77%

YoY Increase in HMB chat

interactions

6,000+

Business customers using

“walk me” self-service

tutorials

Simplification

Digitisation

Automation

20%

Increase in organisations

using MySparkDigital

NPS

840,000

108,000

HMB virtual assist chat

interactions since launch in

December 2017

581
499

20

25

(120)

(7)

440

480

520

560

600

June 2017Quantum

benefits

AcquisitionsCloud and data

analytics

OtherJune 2018

Strategy: Progress Update

Quantum

(1)

Includes insourcing of Spark retail stores and acquisitions of Ubiquity and Digital Island

(2)

Includes decline in Quantum implementation costs (reduction in size of programme office and completion of planned system

decommissioning) and removal of Connect8 labour expenses (following partial divestment in May 2018)

(3)

Equals 12 x actual monthly spend (after adjusting for timing of labour capitalisation and releases of holiday pay accruals)

During FY18 annualised net labour costs reduced by $82m to $499m; with benefits from acceleration of Quantum

programme projected to reduce annualised net labour costs by a further ~$30m to ~$470m during H1 FY19

(2)

19

Cloud and

data

analytics

(3)

(1)

550

513

16

22

(69)

(6)

460

480

500

520

540

560

FY17Quantum

benefits

AcquisitionsCloud and data

analytics

OtherFY18

Reported Net LabourCosts

FY17 vs FY18

AnnualisedNet LabourCosts

June 2017 vs June 2018

(1)

(1)

(2)

(2)

(3)

Total FY18 implementation costs of $49m, reported within other operating

expenses, are comprised of:

•$26m restructuring expenses;

•$12m external subject matter expertise;

•$4m relocation and property lease costs;

•$3m programmeoffice functions; and

•$4m product and system decommissioning costs

FY18 implementation costs were marginally below the range of $50m to

$55m communicated in May 2018 as part of updated FY18 guidance; due

to tight management of transition expenses

$m

$m

($37m)

($82m)

Quantum waveCost to

implement

Gross FY18

benefit

Gross

annualisedbenefit

asat

30Jun ‘18

asat

31Dec ‘18

1Implemented H2 FY17$8m$27m$30m$30m

2Implemented H1 FY18$13m$30m$44m$44m

3Implemented H2 FY18$12m$12m$46m$46m

4

AccelerationImplemented

H2 FY18

$24m--$42m

Total$57m$69m$120m$162m

Strategy: Progress Update
Media

Valuable differentiator as well as acquisition and retention

driver for Spark broadband and mobile –customers with

Lightbox more likely to recommend Spark and rate overall

value of Spark services more highly

(1)

Subscriber numbers continue to grow with Lightbox base

increasing by 37% during FY18; up from 260,000 to over

355,000

Migration to new, future-proofed platform successfully

completed in May 2018: migrated 350k customers

overnight; brand new billing system; 15 new apps with

newly designed interfaces

New revenue streams launched via new platform including

pay-per-view movie service and kids area:10% of

customers have redeemed a movie and gone on to buy at

least one more

20

Focused on standalone monetisation of sports content.

Targeting commercial returns, rather than retention or

acquisition benefits

Secured content rights including World Rugby tournaments

and English Premier League, from 2019 season

To be delivered via standalone world-class sports streaming

distribution platform and technology partnerships

More content announcements to come; expecting to launch

service in early 2019

Working with wider industry to ensure excellent 2019 Rugby

World Cup service across the country

(1)

Based on independent market research

(2)

For more information on Spark’s sports proposition see market release dated 14 August 2018 on our Investor Centre Website: investors.sparknz.co.nz

General entertainmentEmerging sports proposition

(2)

Strategy: Progress Update
Business Sustainability

(1)

21

Focusing on long-term business sustainability

Spark is committed to delivering consistent earnings growth, sustainable

business performance and dividends that in the long term are fully funded

through earnings

Minimising the environmental impacts of our business operations and

helping others be more sustainable

•Spark signed up to Climate Leaders Coalition: group of 60 New

Zealand business leaders committing to tackle climate change

•Although a low emitter due to nature of our business, we robustly

measure and are focused on reducing greenhouse gas emissions

•Continued to roll out more energy efficient technologies, for example

the shut-down of PSTN network -will be replaced with a more efficient

IP-based Converged Communication Network

Cultivating an inclusive workplace of diverse and engaged people

•Spark Board gender mix is now 50:50

•Appointed Spark’s first female Board Chair, Justine Smyth

•Spark Leadership Squad is now 1/3 female

•Introduced Flexible Leave Policy and improved Paid Parental Leave

Policy

•Launched Blue Heart Pledge to demonstrate our commitment to

promoting diversity and inclusion in the workplace with more than

2,700 staff participating to date

Supporting the Spark Foundation to encourage generosity and

unleash potential through digital learning

•Spark Jump: heavily subsidised broadband for families with school-

aged children who cannot afford commercial broadband

•1,049 families connected and we’re expanding the programme with

the support from 65 community partners in 82 locations

•Givealittle“powered by Spark” –New Zealand’s crowdfunding

platform for social good raised a total of $18m in donations in FY18

to help fellow New Zealanders in need

•Spark people donated 1,125 volunteer days in FY18, and donated

over $840k in FY18 via Spark Give –Spark’s payroll giving

programme

Putting in place best practice governance and risk management

procedures

•The Board and management are committed to ensuring that Spark

maintains a high standard of corporate governance and adheres to

high ethical standards.

•The Board also plays a pivotal role in overseeing the strategic

direction of Spark and ensuring the strategy is well executed

Throughout FY18 Spark has continued to focus on environmental, social and governance matters.

Spark is committed to doing the right thing by our shareholders, our people and our customers,

which means being absolutely focussed on the sustainability and wellbeing of our business, the

environment and the wider community

(1)

For more information on Spark’s environmental, social and governance efforts please see Sparks Annual Report and ESG report which can be found on our Investor Centre Website: investors.sparknz.co.nz

Capital Structure

23
$667m

60%

CapitalStructure

Spark

continues to

be committed

to maintaining

a single ‘A

Band’ credit

rating

Spark has

maintained an A-

/stable long term

credit rating from

Standard & Poor’s

since the Chorus

demerger in 2011

Internal capital

management policy of Net

Debt

(1)

to EBITDA to not

exceed 1.4 x on a long run

basis, which Spark

estimates is approximately

equivalent to Standard &

Poor’s 1.5 x adjusted debt

to EBITDA threshold for

Spark’s A-credit rating

Standard & Poor’s

now applying

captive finance

methodology for

interest free mobile

device offers, which

resulted in

approximately

0.1x reduction in

Spark’s adjusted

debt to EBITDA

ratio. Have since

adjusted internal

policy threshold

accordingly

Internal Policy

as at 30 June

2018:

Net

Debt

(1)

/EBITDA

= 1.17x

Preferred method of

shareholder distribution

remains to sustainably

grow total dividends over

time in line with earnings

growth

Spark’s current dividend aspiration:

To deliver a

sustainable total

dividend that is

fully funded by

earnings per

share of 25c or

above

Debt may be

used to

supplement

dividend

payments while

remain on track

to sustainably

grow earnings

per share to 25c

or above

(

1)

Reported net debt at hedged rates

24
$667m

60%

Debt Profile

As at 30 June 2018

•Reported Net Debt at

hedged rates is $1,158

million (30 June 2017:

$974 million)

•Committed bank facilities

of $425 million of which

$150 million was undrawn.

In addition, a committed

Standby of $200 million

which was undrawn

•Next long term debt

maturity is a $100 million

bank facility in October

2018

Treasury Policies include:

•Spreading maturities to

avoid material funding

requirements in any 12

month period

•Maintaining unutilised

committed funding facilities

of at least 110% of next

12 month’s peak net

funding requirements

Above excludes Standby of $200 million maturing in April 2021

(1)

At face value and includes undrawn facilities

Key Terms of the
Intended Offer

26
Key Terms of the Intended Offer

IssuerSpark Finance Limited

Descriptionof the

Debt Securities

Unsecuredunsubordinated fixed rate bonds

Guarantee

The Bonds will, if offered, be jointly and severally guaranteed by Spark New Zealand

Limited and the other Guaranteeing Group Members (as defined in the Trust Deed) on

an unsecured basis

PurposeGeneral corporate purposes

Issue AmountUp to $100,000,000 with the ability to accept oversubscriptions up to $25,000,000

MaturityDateThursday, 7 March 2024

InterestRateEqual to the sum of the Base Rate plus the Issue Margin, on the Rate Set Date

Indicative Issue

Margin

Expected to be announced via the NZX on Wednesday, 29 August 2018

Interest Payments

Quarterly in arrear in equal amounts on 7 March, 7 June, 7 September and 7

December in each year duringthe term of the Bonds, commencing 7 December 2018

Denominations

Minimum denomination of $5,000 with multiples of $1,000 thereafter

Listing

Applicationis expected to be made to NZX to quote the Bonds on the NZX Debt

Market under the code SPF580

Expected Issue Credit

Rating

A-(Standard & Poor’s)

27
Timetable

Key Transaction Dates

Monday, 27 August 2018 –Tuesday, 28 August 2018Roadshow

Wednesday, 29 August 2018Intended Offer launch

2pm, Friday 31 August 2018Offer closes

Friday, 31 August 2018Allocations and rate set

Friday, 7 September 2018Issue date

Monday, 10 September 2018Expected quotation date

Appendix

Overall Performance
Financials

FY18

$m

FY17

$m

CHANGE

Revenues3,6493,6141.0%

Operating expenses

(1)

(2,660)(2,598)2.4%

Reported EBITDA9891,016(2.7%)

Depreciation and amortisation(434)(430)0.9%

Net finance expenses(30)(26)15.4%

Reported net earnings before income tax525560(6.3%)

Income tax expense(140)(142)(1.4%)

Reported net earnings after income tax385418(7.9%)

Adjusted EBITDA

(2)

1,0381,0162.2%

Adjusted net earnings after income tax

(3)

4204180.5%

Capital expenditure413415(0.5%)

Reported notional free cash flow

(4)

576601(4.2%)

Reported EBITDA margin27.1%28.1%(1.0pp)

Adjusted EBITDA margin28.4%28.1%0.3pp

Reportedeffective tax rate26.7%25.4%1.3pp

Capital expenditure to operating revenues11.3%11.5%(0.2pp)

Reported Earnings per Share21.0c22.8c(7.9%)

Adjusted Earnings per Share22.9c22.8c0.4%

Total Dividend per Share25.0c25.0c-

(1)

FY17 and FY18 include share of associate and joint venture net losses. FY18 also includes Quantum implementation costs of $49m

(2)

Adjusted FY18 EBITDA calculated as: reported EBITDA of $989m adjusted to excludeQuantum implementation costs of $49m

(3)

Adjusted FY18 net earnings after tax calculated as: reported net earnings after tax adjusted to excludeQuantum implementation costs of $49m lesstax effect on implementation costs of $14m

(4)

Reported notional free cash flow calculated as: reported EBITDA less capital expenditure

29

Mobile, cloud, security and service management revenues now account for
45.3% of total revenues, an increase of 5.5pp over the past two years

Mobile revenue growth of $83m (6.9%) driven by:

•$36m (4.6%) increase in high margin service revenues on both ARPU and

connection growth; and

•$47m (11.3%) increase in other mobile revenue due to customer demand

for high-end mobile devices

Cloud, security and service management growth of $49m (15.1%) reflecting

customer demand for the flexibility and benefits that cloud based “as a

Service” products offer

Accelerated voice revenue decline of $83m (12.7%) driven by:

•Accelerated decline of Wholesale PSTN connections; and

•Reduced calling volumes

Managed data and networks revenue decline of $17m (8.2%) due to:

•Competitive pricing pressure; and

•Ongoing proactive customer migration off traditional managed data

products onto new lower priced fibre based alternatives

Consistent with commentary given as part of FY17 results, Southern Cross

dividend declined $11m (18.0%) to $50m:

•FY19 Southern Cross dividends are expected to decline significantly, to

between $10m and $20m, as the level of pre-purchased capacity from

large customers decreases

Other revenue growth includes:

•Ongoing Qriousrevenue growth including impact from July 2017

acquisition of Ubiquity;

•$10m gain from sale of 50% of Connect8; partially offset by

•Prior year $20m gain from sale of surplus Mayoral Drive carpark land

Overall Performance

Revenue

Mobile, cloud, security and service managementrevenue growth continues to more than offset

ongoing declines in voice, managed data and Southern Cross dividends

30

(1)

Includes $20m net gain from sale of surplus Mayoral Drive carpark land

3,614

3,649

83

49

8

10

(83)

(17)

(4)

(11)

3,500

3,540

3,580

3,620

3,660

3,700

FY 17VoiceManaged Data

& Networks

MobileCloud, Security

and Service

Management

Procurement

and Partners

BroadbandSouthern Cross

Dividend

OtherFY 18

Revenues

FY17 vs FY18

+1.0 %

(1)

$m

Overall Performance
Operating Expenses

(1)

31

$18m or 7.1% decline in voice, managed data and network

cost of sales due to further reductions in voice connections;

particularly in Wholesale

Broadband cost of sales down $21m (4.8%) on prior year

driven by:

•$29m YoY reduction in access costs due to adoption of

wireless broadband; partially offset by

•Increases in wholesale access charges for both fibre and

copper

Mobile costs of sales increased $43m (9.9%) reflecting:

•Customer demand for higher-end devices; and

•Adoption of value added services

IT services cost of sales increased $19m (4.5%) in support of

growth in both higher-margin cloud and security products and

low margin, customer demand driven, procurement revenues

Net labour reduction of $37m (6.7%) due to benefits of

Quantum programme

Other expenses increased $27m, or 5.4% driven by:

•Higher advertising costs in support of key marketing

campaigns and product launches;

•Increased Lightbox platform expenses due to customer base

and usage growth; and

•Increased electricity costs due to high spot prices

(3)

2,598

2,611

2,660

43

19

27

49

(18)

(21)

(37)

2,400

2,450

2,500

2,550

2,600

2,650

2,700

FY17Voice and

managed

data cost of

sales

Broadband

cost of sales

Mobile cost

of sales

IT services

cost of sales

LabourOther

operating

expenses

Quantum

costs

FY18

$m

Expenses

FY17 vs FY18

(1)

(2)

+2.4 %

+0.5 %

(1)

Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18

(2)

Voice, managed data and network cost of sales include baseband and access charges, field services expenses and

other intercarrier costs

Cost increases in support of revenue growth and Quantum programme partially offset by

Quantum-led reductions in labour cost

Overall Performance
EBITDA

Reported EBITDA margin of 27.1% down 1.0% pp on prior

year due to:

•$49m of Quantum costs of change in FY18, delivering

$42m of gross benefit during FY18 and $132m of

annualised gross benefit;

•$11m (18.0%) reduction in Southern Cross dividends; and

•Expenditure in support of key marketing campaigns and

product launches and higher electricity costs

Excluding Quantum costs of change, adjusted EBITDA grew

$22m (2.2%) to $1,038m

Gross margin improved by $12m (0.6%) due to:

•5.3% increase in mobile gross margin on both connection

and ARPU growth;

•15.6% increase in cloud, security and service

management gross margin due to strong customer demand

for “as a Service” products;

•6.7% improvement in broadband gross margin, despite

lower revenues, due to uptake of higher-margin wireless

broadband; partially offset by

•Ongoing declines in voice and managed data; and

•Declining Southern Cross dividends

32

(1)

Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18

(2)

Southern Cross dividends are externally reported within other operating revenue

(3)

Quantum implementation costs are externally reported within other operating expenses

1,016

1,038

989

46

(13)

(11)

(49)

900

950

1,000

1,050

1,100

Reported

FY17

Operating

revenue

Operating

expenses

Southern

Cross

dividend

Adjusted

FY18

Quantum

costs

Reported

FY18

$m

EBITDA

FY17 vs FY18

(2.7%)

+2.2%

(2)

(1)

Reported EBITDA down $27m (2.7%) due to implementation costs associated with Quantum

programme; partially offset by ongoing revenue growth across mobile, cloud, security and

service management and net reductions in labour costs

(3)

Capital Management
Capital Expenditure

Targeted capital expenditure, of 11%-12% of revenue, continues to provide sufficient capacity to

execute on our strategy

Plant, network and core sustain includes ongoing fibre build

programmes to support customer demand for services and

traffic growth across the network, along with investments in

Spark-owned properties

IT systems investment in support of simplification, automation

and digitisation across our products, customer journeys and

systems to remove manually intensive tasks and improve

customer experience. Also includescontinued build of

Telecommunications as-a-Service IT platforms to support

substantial take up of these services by eligible Government

agencies

In line with Spark’s changing revenue mix, the percentage of

capital expenditure (excluding spectrum) spent on mobile

increased to 28% in FY18; up from 25% in FY17. FY18 mobile

investmentfunded continued deployment of Spark’s single

radio access network (SRAN) and Long-Term Evolution (LTE)

sites, increased capacity and coverage for wireless broadband,

and lifecycle investment across the mobile core

Multi-year Converged Communications Network (CCN)

investment will replace the legacy PSTN network and enable

the delivery of future IP based voice services

Reduction in international cable and construction investment

following completion of Tasman Global Access (TGA) cable

build in H2 FY17

33

(1)

IT systems includes investments in core IT systems and Telecommunications-as-a-Service

(2)

Mobile includes investment in standalone mobile assets including capacity in support of wireless

broadband

(3)

Other includes store refits, Lightbox, Qrious and IoT

(4)

International cable includes capacity purchases on Southern Cross cable and investment in

Tasman Global Access cable

CapitalExpenditure ($m)FY16FY17FY18

Plant, network, core sustain and resiliency

79 67 62

IT systems

(1)

59 112 113

Mobile

(2)

77 102 115

Cloud

34 42 39

Other

(3)

35 43 38

Converged Communications Network

3 15 32

International cable construction and capacity

(4)

28 34 14

Re-engineering

66 --

CAPEX excl. mobile spectrum381 415 413

CAPEX excl. mobile spectrum to operating revenue 10.9%11.5%11.3%

Spectrum9 --

Total CAPEX390 415 413

Total CAPEX to operating revenue 11.2%11.5%11.3%

974
1,036

1,109

1,158

71

73

52

23

(9)

(26)

950

1,000

1,050

1,100

1,150

1,200

H2 FY17Business acquisitions and minority investmentsProceeds from asset salesTop-up of dividendsMovement in handset receivable balanceMovement in other working capitalMisc.H2 FY18

Movement in Net Debt between H2 FY17 and H2 FY18

Spark’s internal capital management policy is to ensure that on a long-run basis reported

net debt

(2)

to EBITDA does not exceed 1.4x; which Spark estimates is approximately

equivalent to Standards & Poor’s 1.5x

(4)

adjusted debt to EBITDA threshold under Spark’s

A-credit rating. Spark’s internal threshold of 1.4x accounts for Standard & Poor’s

adjustmentsin relation to Spark’s captive finance operations

(5)

.

Spark’s 30 June 2018 reported net debt

(2)

to EBITDA ratio of 1.17x is consistent with our

ongoing commitmentto maintaining an A-S&P credit rating, and continues to provide

sufficient funding for:

•Accretive business acquisitions and investments with focus remaining on transactions of

~$100m or less that are close to the core;

•Business as usual operations; and

•Withstanding normal business risks

Rate of net debt growth is expected to slow during FY19 as:

•Earnings growth provides additional funding headroom;and

•Application of refreshed working capital policies maintains cash conversion at ~95%

In the interim Sparkis considering making an offer of unsubordinated, unsecured fixed rate

bonds via its wholly owned subsidiary Spark Finance. If Spark Finance offersthese bondsit

is expected that full details of the offer will be released on 29 August 2018. No money is

currently being sought and applications for the bonds cannot currently be made however if

Spark Finance offers the bonds, the offer will be made in accordance with the Financial

Markets Conduct Act 2013.

(1)

Miscellaneous movements include adjustment for fair value estimate of debt and timing of interest and lease

payments

(2)

Reported net debt at hedged rates as reported in note 5.3 of Spark’s FY18 Annual Report

(3)

Calculated as total FY18 increase in working capital of $26m less FY18 increase in mobile device receivable

balance of $52m

(4)

Includes adjustments for operating leases, share based compensations, a 25% ‘haircut’ of reported cash and

captive finance operations

(5)

As at 30 June 2018 equates to approximately 0.1x reduction in Spark’s adjusted debt to EBITDA ratio

Capital Management

Net Debt

Current net debt to EBITDA ratiocontinues to provide sufficient debt headroom within our S&P A-credit rating; with

net debt increasing by $184m during FY18 due to business acquisitions, payment of dividendsandcontinued

growth in mobile device receivable balance

H2 FY18

(2)

$m

Business

acquisitions

and minority

investments

Top-up of

dividend

Movement in

device

receivable

balance

Timing of

tax and

other misc.

mvmts.

(1)

Movement in

other

working

capita

l(3)

Total movement

in working

capital

$26m

H2 FY17

(2)

Proceeds

from asset

sales

Minority investments, advances to Southern Cross and business acquisitions

including Digital Island, Spark retail stores and Ubiquity

Dividend top-up; $13m higher than FY17 due to suppression of FY18 net

earnings by Quantum implementation costs

Growth in mobile device receivable balance as HMB customers continue to

adopt premium devices

Improvement in other working capital

(3)

due to:

•Ongoing benefits of refreshed working capital policies; and

•Timing of redundancy payments associated with acceleration of

Quantum programme

$71m

$73m

$52m

($26m)

34

Strategy: Progress Update
Quantum: Agile Ways of Working

First large New Zealand business to transition to Agile ways of working at scale with around 40%

of our people now transitioned to a full Agile operating model

35

When

Planning and high level designCompleted


Frontrunner tribes establishedFebruary


Detailed structure design confirmedMarch


Employee training and transition to squad

roles

April-June


Agile at Scale implementedQ1 FY19


Agile implementation across other areas of the

business “Agile Light”

H1 FY19WIP

Transitioned to scaled Agile operating

model whilst still maintaining

operational performance

18

Tribes

35

Chapter Types

114

Squads

It’s early days yet as Spark’s scale Agile operating model has only been fully

formed and active for several weeks, but we are seeing promising progress across

allthree areasof expected benefit

Customer Centricity

•All Agile squads trained in customer experience frameworks and tools

•Hundreds of customers have been hosted in our customer experience lab

sessions and have been directly engaged by tribes and included in sprints

where appropriate

Speed to Market

•Customer facing pilot of new services undertaken within 6 weeks. Prior to

adopting Agile a similar pilot took up to 6 months

•Development of automated testing capability delivered in half the time of

previous iterations

Employee Engagement

•98% acceptance rate by employees offered new Agile employment

agreements;with ~1,100 employees graduating from Agile bootcampsto give

them a jump start into Spark’s new ways of working

•Early results indicate a 10-15 point improvement in eNPSamong employees

within the Agile heavy part of the business, compared with employees working

in the traditional parts of the organisation

•Staff spend less time on email and in meetings and more time executing and

delivering for our customers

36
Further Information

Spark New Zealand investor website

http://investors.sparknz.co.nz

Investor inquiries

Dean Werder

General Manager Finance & Performance

Dean.werder@spark.co.nz

Natalie Bishop

Treasurer

Natalie.bishop@spark.co.nz

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