Spark Finance launches retail bond offer

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



MARKET RELEASE
29 August 2018

Spark Finance launches retail bond offer
Spark Finance Limited (SFL) confirmed today that it is offering up to NZ$100,000,000
of unsubordinated, unsecured fixed rate bonds (Bonds) to institutional investors and
New Zealand retail investors, with the ability to accept up to NZ$25,000,000
oversubscriptions at SFL’s discretion.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act
2013 as an offer of debt securities of the same class as existing quoted debt
securities. The notice required by the Financial Markets Conduct Regulations 2014 has
been provided to NZX and is attached. The Bonds are expected to be quoted on the
NZX Debt Market.
Full details of the offer of the Bonds are contained in the indicative terms sheet which
has been prepared for the offer and is attached. The offer will open with an indicative
issue margin range of 1.00 to 1.10 per cent per annum and the Bonds will mature on
7 March 2024. An announcement of the actual issue margin (which may be above or
below the indicative issue margin range) and the interest rate on the Bonds will be
made following a bookbuild process, expected to be on 31 August 2018. The
indicative terms sheet will be updated to include the interest rate and will be released
via the NZX on the same day.
The Bonds are expected to be quoted on the NZX Debt Market and are expected to be
assigned a long-term credit rating of A- by S&P Global.
There is no public pool for the offer, with 100 per cent of the Bonds reserved for
clients of the Joint Lead Managers, NZX participants and other approved financial
intermediaries. The offer will close on 31 August 2018 following the bookbuild
process.
Interested investors should contact the Joint Lead Managers (details below) or their
usual financial adviser for more details.

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



Joint Lead Managers


Phone: 0800 269 476 Phone: 0800 942 822
- ENDS –
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

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

MARKET RELEASE
29 August 2018

Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial
Markets Conduct Regulations 2014
Spark Finance Limited (SFL) gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 (Regulations) that it proposes to make an
offer of unsecured, unsubordinated fixed rate bonds (Bonds) in reliance upon the
exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
Except for the interest rate and maturity date, the Bonds will have identical rights,
privileges, limitations and conditions as SFL’s:
 NZ$100,000,000 unsecured, unsubordinated fixed rate bonds maturing on 10
March 2023, which are quoted on the NZX Debt Market under the ticker code
SPF560; and
 NZ$125,000,000 unsecured, unsubordinated fixed rate bonds maturing on 7
September 2026, which are quoted on the NZX Debt Market under the ticker code
SPF570,
(together the Quoted Bonds) and therefore are of the same class as the Quoted Bonds
for the purposes of the FMCA and the Regulations.
The Quoted Bonds have been continuously quoted on the NZX Debt Market over the
preceding three months and trading in the Quoted Bonds has not been suspended during
that period.
As at the date of this notice, SFL is in compliance with:
 the continuous disclosure obligations that apply to it in relation to the Quoted
Bonds; and
 its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for
the purposes of the Regulations.
As at the date of this notice, there is no information that would be required to be
disclosed under a continuous disclosure obligation or which would be excluded
information required to be disclosed for the purposes of the Regulations if the Quoted
Bonds had had the same interest rate or redemption date as the Bonds being offered.

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

-ENDS-
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 Performance
+64 (0) 27 259 7176

Spark Finance Limited
Indicative Terms Sheet dated
29 August 2018
Up to $100,000,000 Fixed Rate Bonds
(plus oversubscriptions of up to
$25,000,000 at Spark Finance Limited’s
discretion) due 7 March 2024 (“Bonds”)
Terms
Sheet
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Important NoticeThis Terms Sheet sets out the key terms of an 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 under a master trust deed dated 25 October 1988 (as most recently
amended and restated on 4 November 2015) (“Trust Deed”) between Spark New Zealand
Limited (“Spark NZ”) and The New Zealand Guardian Trust Company Limited (“Supervisor”)
and a supplemental trust deed dated 29 August 2018 entered into between SFL, Spark NZ
and the Supervisor (together with the Trust Deed, the “Trust Documents”).
The offer of Bonds by SFL 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 SFL’s:
• bonds maturing on 10 March 2023 which are currently quoted on the NZX Debt Market
under the ticker code SPF560; and
• 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 Bonds are 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 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.
1
Contact Details
IssuerSpark Finance Limited
Spark City
Level 2, 167 Victoria Street West
Auckland 1010
Legal Advisers
to the Issuer
Russell McVeagh
Level 24
157 Lambton Quay
Wellington 6010
Registrar and
Paying Agent
Link Market Services Limited
Deloitte Centre
Level 11, 80 Queen Street
Auckland 1010
Arranger,
Organising
Participant
and Joint Lead
Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New
Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010
SupervisorThe New Zealand Guardian
Trust Company Limited
Level 2, Perpetual Guardian
House
99 Customhouse Quay
Wellington 6140
Joint Lead
Manager
ANZ Bank New Zealand
Limited
Level 10 , ANZ Centre
171 Featherston Street
Wellington 6011
1
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
IssuerSpark Finance Limited (“SFL”)
GuarantorsSpark New Zealand Limited (“Spark NZ”) and the other Guaranteeing Group Members from
time to time (as defined in the Trust Deed)
As at the date of this Terms Sheet, the Guaranteeing Group Members are SFL, Computer
Concepts Limited, Revera Limited, Spark NZ, Spark New Zealand Trading Limited,
TCNZ (United Kingdom) Securities Limited, Telecom Enterprises Limited and Telecom
Pacific Limited
Guarantee
The principal amounts of, and interest due on, the Bonds are jointly and severally guaranteed
by the Guaranteeing Group Members on an unsecured basis in accordance with the Trust Deed
StatusThe Bonds will constitute unsubordinated, unsecured indebtedness obligations of the Issuer
and rank equally and without any preference or priority among themselves and at least
equally with all other unsubordinated and unsecured indebtedness of the Issuer, except
indebtedness preferred by law
Arranger and
Organising
Participant
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Joint Lead
Managers
ANZ Bank New Zealand Limited
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
InstrumentFixed Rate Bonds
PurposeGeneral corporate purposes
Issue Amount
Up to $100,000,000 plus oversubscriptions
OversubscriptionsUp to $25,000,000 at the discretion of the Issuer
Credit Ratings
Spark NZ
Credit Rating
Expected Bond
Credit Rating
S & P GlobalA-/StableA-
A rating is not a recommendation by any rating organisation to buy, sell or hold Bonds and may
be subject to suspension, revision or withdrawal at any time by the assigning rating organisation
Opening DateWednesday, 29 August 2018
Closing Date2:00 p.m. (New Zealand time) on Friday, 31 August 2018
Rate Set DateFriday, 31 August 2018
22
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Issue DateFriday, 7 September 2018
Expected
Date of initial
quotation on
NZX Debt Market
Monday, 10 September 2018
Maturity DateThursday, 7 March 2024
Interest RateEqual to the Base Rate plus the Issue Margin on the Rate Set Date. Interest will accrue from
the Issue Date of the Bonds
The Interest Rate will be announced by the Issuer via NZX on or shortly after the Rate Set
Date
Base RateThe mid market swap rate for an interest rate swap from the Issue Date to the Maturity Date
as calculated by the Joint Lead Managers on the Rate Set Date in accordance with market
convention with reference to Bloomberg page ICNZ4 (or any successor page) and expressed
on a quarterly basis, rounded to 2 decimal places if necessary, with 0.005 being rounded up
Indicative Issue
Margin
1.00 to 1.10 per cent per annum
Issue MarginThe Issue Margin will be determined by SFL in consultation with the Joint Lead Managers
following completion of the bookbuild process and announced via NZX on or shortly after
the Rate Set Date
Issue Yield
Equal to the Interest Rate
Issue PricePar ($1.00 per Bond)
Interest PaymentsQuarterly in arrear in four equal payments. Interest paid on the Bonds will be paid to the
registered holder on the relevant Record Date
Interest
Payment Dates
7 March, 7 June, 7 September and 7 December each year up to and including the Maturity Date,
commencing on 7 December 2018
Business Day
Convention
Following Business Day (unadjusted)
Day Count
Convention
Actual/365
Settlement
Price Formula
Reserve Bank of New Zealand (“RBNZ”) pricing formula
ISINNZSPFD0580L4
3
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
ListingSFL will take any necessary steps to ensure that the Bonds are, immediately after issue, quoted.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market
and all the requirements of NZX relating thereto that can be complied with on or before the
distribution of this Terms Sheet have been duly complied with. However, NZX accepts no
responsibility for any statement in this Terms Sheet. NZX is a licensed market operator and the
NZX Debt Market is a licensed market under the Financial Markets Conduct Act 2013
NZX Debt Market
Ticker Code
SPF580
NZX WaiversNZX has approved the inclusion of transfer restrictions in the Trust Documents permitting SFL
to refuse a transfer of the Bonds if the transfer is not in multiples of $1,000 and/or results in
the transferor or transferee holding an aggregate principal amount of less than the minimum
holding of $5,000 (other than zero)
NZX has granted SFL a waiver from NZX Debt Market Listing Rule 5.2.3 to enable SFL to apply
for quotation on the NZX Debt Market even though the Bonds may not initially be held by at
least 100 members of the public holding at least 25% of the Bonds issued. The waiver has been
granted for a period of six months from the quotation date of the Bonds. The effect of the waiver
from NZX Debt Market Listing Rule 5.2.3 is that initially the Bonds may not be widely held and
there may be reduced liquidity in the Bonds. To the extent that there is a material reduction in
the spread of the Bonds, SFL will notify NZX accordingly
Record Date10 days before the Interest Payment Date or, if not a Business Day, the immediately preceding
Business Day
Business DaysAuckland, Wellington
Minimum
Subscription
Amount
Minimum subscription amount of $5,000 with multiples of $1,000 thereafter
Transfer
Restrictions
No transfer may be made 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 (other than zero) or not
in multiples of $1,000
No UnderwritingThe offer contained in this Terms Sheet is not underwritten
BrokerageApplicants are not required to pay brokerage or any charges to SFL in relation to applications
under the offer contained in this Terms Sheet. However, you may have to pay brokerage to the
firm from whom you receive an allocation of the Bonds
Registrar and
Paying Agent
Link Market Services Limited
The Bonds will be accepted for settlement within the NZClear system
SupervisorThe New Zealand Guardian Trust Company Limited
DocumentationThis Terms Sheet and the Trust Documents
4
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Repo EligibilitySFL intends to apply to the RBNZ for the Bonds to be included as eligible securities for domestic
market operations
Further BondsSFL is able to issue further series of bonds without the consent of Bondholders on such terms
and conditions (not being inconsistent with the provisions contained in the Trust Deed) as SFL
may from time to time determine
Early RepaymentBondholders have no right to require SFL to redeem their Bonds prior to the Maturity Date,
except if an Event of Default occurs (as described below)
Events of DefaultThe Events of Default are contained in clause 15.1 of the Trust Deed. They include a failure by
SFL to make a payment on bonds issued by it under the Trust Deed and a breach by SFL or
a Guarantor of a provision in the Trust Deed or the Bonds (subject in each case to applicable
grace periods), and also insolvency-type events that affect SFL or a Guarantor
If an Event of Default occurs, subject to the Trust Deed the Supervisor may in its discretion,
and must upon being directed to do so in accordance with the Trust Deed by holders of
bonds issued under the Trust Deed, declare the Bonds to be immediately due and payable
at their principal amount together with accrued but unpaid interest (subject to any deduction
for or on account of tax)
The above is a summary of the Events of Default. For full details of the Events of Default, see
clause 15.1 of the Trust Deed
Financial
Covenants
There are no financial covenants in the Trust Documents other than the Guaranteeing
Group coverage ratios described below
Under the Trust Deed, Spark NZ must ensure that the Guaranteeing Group (being SFL and
the Guarantors) meets the following coverage ratios, which are to be tested twice yearly:
• earnings (calculated before interest and tax) of the Guaranteeing Group must
be at least 90% of earnings (calculated before interest and tax) of the Spark NZ
consolidated group; and
• the total tangible assets of the Guaranteeing Group (excluding balances with other
members of the Spark NZ consolidated group) must be at least 70% of total tangible
assets of the Spark NZ consolidated group
For full details of these provisions, see clause 12.8 of the Trust Deed
5
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Negative PledgeEach Guaranteeing Group member has agreed with the Supervisor that, while any bonds
issued under the Trust Deed remain outstanding, none of its assets will be secured.
Notwithstanding this restriction, the Guaranteeing Group is permitted to create security, or
permit security to exist, over their assets, if:
• the aggregate principal amount secured does not exceed 5% of the total tangible
assets of the Spark NZ consolidated group; or
• in certain other limited circumstances set out in the Trust Deed (namely, if the security
arises by operation of law, relates to the acquisition of an asset or a project, is already in
existence when the relevant asset was acquired, supplements or substitutes an existing
permitted security or is made in favour of, or with the consent of, the Supervisor)
For full details of these provisions, see clauses 11.2 and 11.3 of the Trust Deed
Governing LawNew Zealand
Who may apply
under the offer
contained in this
Terms Sheet
All of the Bonds offered under the offer (including any oversubscriptions) contained in this
Terms Sheet have been reserved for subscription by clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries, and will be
allocated to those persons by SFL in consultation with the Joint Lead Managers
There is no public pool for the offer. Retail investors should contact any Primary Market
Participant for details as to how they may acquire the Bonds. You can find a Primary Market
Participant by visiting www.nzx.com/services/market-participants/find-a-participant
Other
information
about the offer
The Opening Date and the Closing Date are indicative only and are subject to change. SFL has
the right in its absolute discretion and without notice to open or close the offer contained in this
Terms Sheet early, to accept late applications, and to extend the Closing Date. If the Closing
Date is extended, 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 be extended
accordingly. Any such changes will not affect the validity of any applications received.
SFL reserves the right to cancel the offer contained in this Terms Sheet and the issue of the
Bonds, in which case all application monies received will be refunded (without interest) as
soon as practicable.
The terms and conditions of the Bonds are set out in the Trust Documents. Bondholders
are bound by, and are deemed to have notice of, the Trust Documents. Copies of the Trust
Documents can be obtained on request to the Registrar or SFL at the addresses set out above
(or such office as may be notified to Bondholders).
It is important that before making any investment decision, investors give consideration to
the suitability of an investment in the Bonds in light of his or her individual risk profile for
investments, investment objectives and personal circumstances (including financial and
taxation issues).
6
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
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. 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 contained in this Terms Sheet
This Terms sheet does not constitute an offer of securities for sale in the United States or to, or
for the account or benefit of, US Persons (as defined in Regulation S under the US Securities
Act of 1933 (the US Securities Act)) and may not be sent to or disseminated in, directly or
indirectly, the United States or to any US Person in any place. The Bonds have not been,
and will not be, registered under the US Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or otherwise transferred,
directly or indirectly, in the United States or to, or for the benefit of, any US Person except in
transactions exempt from, or not subject to, the registration requirements of the US Securities
Act and the securities laws of any state or any other jurisdiction in the United States
Set out below are specific selling restrictions that apply to an offer of the Bonds in the
European Economic Area, the United Kingdom, Australia, Hong Kong, Japan, Singapore,
Taiwan and Switzerland. These selling restrictions do not apply to an offer of the Bonds in
New Zealand
The selling restrictions in this Terms Sheet may be modified by SFL and the Joint Lead
Managers, including following a change in a relevant law, regulation or directive. Persons
into whose hands this Terms Sheet comes are, and each Bondholder is, required by SFL and
the Joint Lead Managers to comply with all applicable laws and regulations in each country
or jurisdiction in or from which they purchase, offer, sell or deliver Bonds or have in their
possession or distribute such offering material, in all cases at their own expense
By subscribing for Bonds, each investor agrees to indemnify SFL, the Supervisor, the Arranger,
the Joint Lead Managers and their respective directors, officers, employees and agents in
respect of any loss, cost, liability or expense sustained or incurred as a result of the investor
breaching the selling restrictions contained in this Terms Sheet
7
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Selling
Restrictions -
European
Economic Area
No person has 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”), with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State (the
“Relevant Implementation Date”), no person has made or will make an offer of Bonds which
are the subject of the offering contemplated by the 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 nominated by SFL 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 SFL or any
Joint Lead 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
Selling
Restrictions -
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 SFL
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.
8
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Selling
Restrictions -
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 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 SFL and each of the Joint Lead 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 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 SFL and each of the Joint Lead 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.
9
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Selling
Restrictions -
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.
Selling
Restrictions -
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) (“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.
10
Spark Finance Terms Sheet 2018

Spark Finance Limited Indicative Terms Sheet
Selling
Restrictions -
Singapore
The 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 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:
i. to an institutional investor or to a relevant person (defined in Section 275(2) of the
SFA);
ii. (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;
iii. where no consideration is or will be given for the transfer;
iv. where the transfer is by operation of law;
v. as specified in Section 276(7) of the SFA; or
vi. as specified in Regulation 32 of the SFR
Notice of Product Classification by the Issuer under Section 309B(1)(c) of the SFA –
prescribed capital markets products and Excluded Investment Products
11
Spark Finance Terms Sheet 2018

SPA4356
Spark Finance Limited Indicative Terms Sheet
Selling
Restrictions -
Taiwan
The offering of the Bonds has not been and will not be registered with the Financial Supervisory
Commission of Taiwan pursuant to relevant securities laws and regulations and have not
been and will not be offered or sold in Taiwan through a public offering or in circumstances
which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan
that requires a registration or approval of the Financial Supervisory Commission of Taiwan.
No person or entity in Taiwan has been authorised to offer or sell the Bonds in Taiwan
Selling
Restrictions -
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,
SFL 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.
12
Spark Finance Terms Sheet 2018