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PFI Retail Bond Offer

Debt Issuance16 September 2018PFIReal Estate

NZX and media
announcement


17 September 2018



PFI RETAIL BOND OFFER


NZX listed industrial property landlord Property for Industry Limited (PFI) confirmed today that it is

offering up to $75 million (with the ability to accept up to an additional $25 million in oversubscriptions at

PFI’s discretion) of 7-year senior secured fixed rate bonds (Bonds) to New Zealand institutional and

retail investors.


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 the NZX.


The Bonds will have a maturity date of 1 October 2025 and 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 also attached, along with an investor presentation on the offer. The offer documents

are available through www.pfibondoffer.co.nz.


The indicative issue margin range is 1.60% to 1.70% per annum, subject to a minimum interest rate of

4.15% per annum. The issue margin and interest rate for the Bonds will be set following a bookbuild

process on 21 September 2018 and be announced via the NZX shortly thereafter. The offer is expected

to close on 21 September 2018 following the bookbuild process, with the Bonds expected to be issued

on 1 October 2018.


There is no public pool for the offer, with all of the Bonds being reserved for clients of the Joint Lead

Managers, NZX participants and other approved financial intermediaries.


Interested investors should contact a Joint Lead Manager as listed below, or their financial advisor, for

more details.


For further information please contact:


Arranger and Joint Lead Manager:


Phone: 0800 942 822


Joint Lead Managers:





Phone: 0800 226 263

Phone: 0800 367 227


ENDS




NZX and media
announcement


17 September 2018



ABOUT PFI & CONTACT


PFI is an NZX listed property vehicle specialising in industrial property. PFI’s nationwide portfolio of 93 properties is leased to

146 tenants.


For further information please contact:


SIMON WOODHAMS CRAIG PEIRCE

General Manager Chief Financial Officer and Company Secretary

--- ---

Phone: +64 9 303 9652 Phone: +64 9 303 9651

Email: woodhams@pfi.co.nz Email: peirce@pfi.co.nz

---

Property for Industry Limited

Shed 24, Prince’s Wharf, 147 Quay Street, Auckland 1010

PO Box 1147, Shortland Street, Auckland 1140


www.propertyforindustry.co.nz



Attachments

Roadshow presentation

Indicative terms sheet

---

JOINT LEAD MANAGERS
ARRANGER & JOINT LEAD MANAGER

DISCLAIMER
2

This presentation has been prepared by Property for Industry Limited (PFI or the Issuer) in

relation to the offer (Offer) of bonds described in this presentation (Bonds). The offer of the

Bonds is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial

Markets Conduct Act 2013 (FMCA).

The Bonds will have identical rights, privileges, limitations and conditions (except for the

interest rate and maturity date) as the Issuer’s bonds maturing on 28 November 2024, which

have a fixed interest rate of 4.59% per annum and are currently quoted on the NZX Debt

Market under the ticker code PFI010 (Existing Bonds).

The Issuer is subject to a disclosure obligation that requires it to notify certain material

information to 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/PFI.

Capitalised terms used but not defined in this presentation have the meanings given to them

in the indicative terms sheet for the offer of the Bonds dated 17 September 2018.

The information in this presentation is of a general nature and does not constitute financial

product advice, investment advice or any recommendation by the Issuer, Public Trust (the

Supervisor), Westpac Banking Corporation (ABN 33 007 457 141)(acting through its New

Zealand branch) (the Arranger), Deutsche CraigsLimited and Forsyth Barr Limited (together

with the Arranger, the Joint Lead Managers) or any of their respective directors, officers,

employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds.

Nothing in this presentation constitutes legal, financial, tax or other advice.

PROPERTYFORINDUSTRY DISCLAIMER

This presentation contains certain forward-looking statements with respect to the Issuer. All

of these forward-looking statements are based on estimates, projections and assumptions

made by the Issuer about circumstances and events that have not yet occurred. Although

the Issuer believes these estimates, projections and assumptions to be reasonable, they

are inherently uncertain. Therefore, reliance should not be placed upon these estimates or

forward-looking statements and they should not be regarded as a representation or

warranty by the Issuer, the directors of the Issuer or any other person that those forward-

looking statements will be achieved or that the assumptions underlying the forwarding-

looking statements will in fact be correct. It is likely that actual results will vary from those

contemplated by these forward-looking statements and such variations may be material.

The information in this document is given in good faith and has been obtained from sources

believed to be reliable and accurate at the date of preparation, but its accuracy, correctness

and completeness cannot be guaranteed.

None of the Arranger, the Joint Lead Managers or the Supervisor nor any of their respective

directors, officers, employees, affiliates or agents have independently verified the

information contained in this presentation.

The offer of Bonds is being made only in New Zealand. The Bonds may not be offered or

sold directly or indirectly, and neither this presentation nor any other offering material may

be distributed or published, in any jurisdiction other than New Zealand except with the prior

consent of the Issuer and in conformity with all applicable laws and regulations of that

country or jurisdiction.

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 presentation have been duly complied with. However, NZX

accepts no responsibility for any statement in this document. NZX is a licensed market

operator, and the NZX Debt Market is a licensed market under the FMCA.

Unless otherwise stated, all figures are given as at and for the period ended 30 June 2018.

▪PFI is offering up to $75m (plus up to $25m in oversubscriptions) of 7 year senior secured fixed rate
bonds

▪The proceeds of the Offer are expected to be used to repay existing bank debt of the PFI Group and

result in PFI having a more diversified funding base with a longer debt maturity profile

▪The Bonds will be secured by the Mortgages granted by P.F.I. Property No. 1 Limited (“PFI Property”, a

subsidiary of PFI) as Guarantor over the Mortgaged Properties which will have a total value of

approximately $1.23bn

▪The Bonds are expected to be quoted on the NZX Debt Market on 2 October 2018

OVERVIEW OF THE OFFER

5

PROPERTYFORINDUSTRY OVERVIEW

Fletcher Building Products, 30-32 Bowden Road

61 McLaughlins Road, Wiri
INTRODUCTION & CREDIT STRENGTHS

6

PROPERTYFORINDUSTRY OVERVIEW

Fisher & Paykel Appliances, 78 Springs Road, East Tamaki

124 Hewletts Road, Mount Maunganui

Note: all statistics as at 30 June 2018, aside from occupancy, which is an average of the previous 10 years (see slide 13)

▪Established in 1993, PFI is an NZX listed property vehicle focused on the industrial sector

▪$1.24bn portfolio withan 83% weighting to Auckland, New Zealand’s gateway and commercial hub

▪Experienced internalised management team supported by a strong governance framework

▪Proven track record with a history of stable earnings and 98.6% occupancy

▪Sound risk management and portfolio metrics with company gearing of 31.4% and a 5.4 year WALT

▪Liquid assets with an average size of $13m

7
MANAGEMENT & GOVERNANCE

▪The management of PFI was internalised in June 2017

▪The management team is widely regarded and has extensive experience in the ownership,

management and development of industrial property

▪The board comprises five directors: four independent, including the Chair, and Managing Director

PROPERTYFORINDUSTRY OVERVIEW

PFI’s growth in Investment Properties since listing

STRATEGY
8

▪PFI’s strategy has always been to invest in quality industrial property in prime locations, believing that this

investment focus has the potential to deliver attractive returns to shareholders with a low level of volatility

▪The group aims to drive returns by:

▪Active asset management: Managing

vacancy and upcoming lease expiries

▪Acquisitions: Opportunistically pursuing both

core and value-add industrial acquisitions

▪Development: Maximising utilisation of

surplus land

▪Divestments: Divesting when value has been

maximised and an opportunity to recycle

capital into industrial property arises

232 Cavendish Drive, Manukau

PROPERTYFORINDUSTRY OVERVIEW

9
PROPERTYFORINDUSTRY OVERVIEW

ENVIRONMENTAL, SOCIAL, GOVERNANCE

▪PFI’s ESG vision: “... is focused on being a responsible and responsive landlord in order to create

long term value for key stakeholders.”

▪First ESG report published in the annual report, released in February

▪That report notes that Stakeholder Rights, Building Safety, Health and Safety, and Policies and

Proceduresare Material Issues for PFI

▪Recent ESG activities include:

▪Stakeholder rights: governance changes

▪Building safety / health and safety: completion of asbestos testing of the portfolio, phase 1 of

remediation complete, phase 2 of remediation planned

▪Industry leadership / community involvement: Keystone Trust sponsorship commenced

PORTFOLIO SNAPSHOT & CHARACTERISTICS
11

▪PFI’s portfolio is diversified across 93 properties and 146 tenants, with 98.1% occupancy and a WALT of

5.4 years, weighted towards Auckland industrial property

PROPERTY FOR INDUSTRY PORTFOLIO & MARKET

▪Industrial property is a unique asset class, assets are typically:

▪Smaller (PFI average: ~6,500 sqm) and consequently more

liquid (PFI average: ~$13m)

▪Genericand occupied by a single or small number of tenants

(PFI average: 1.6 tenants per property), making them less

management intensive

▪Requiring lower levels of capex and present a reduced

seismic risk

Note: all statistics as at 30 June 2018

12
TENANTS & LEASES

▪PFI’s smooth lease expiry profile supports low volatility of rental income

▪Since 30 June 2018, a further 1.1%of vacant space and 2018 expiries have been leased, leaving just

2.8% through to 31 December 2018

▪PFI’s top 10 tenants (featuring leading local and international companies) lease 28 properties and pay

~38% of the company’s rent

PROPERTYFORINDUSTRY PORTFOLIO & MARKET

Note: all statistics as at 30 June 2018, aside from leasing activity post 30 June 2018, which is as at the date of this presentation

13
PROPERTYFORINDUSTRY PORTFOLIO & MARKET

HISTORICAL OPERATIONAL PERFORMANCE

▪Since 2008, PFI has achieved a year end average occupancy of 98.6% and WALT of 4.8 years

MARKET UPDATE
14

PROPERTYFORINDUSTRY PORTFOLIO & MARKET

▪CBRE June 2018 Auckland Market Outlook:

▪“... there is still good investor demand, and the pricing of some investor categories, especially

from offshore, has firmed. Monetary conditions will likely be supportive of yields over the next 18

months...”

▪Prime industrial ranks thirdout of 12 property classes in their returns forecasts, forecast five year

returns total 7.8% per annum (income 5.5%, capital 2.4%)

▪“Prime industrial has been elevated in the rankings, given the forecast industrial market

environment its rent driven capital returns remaining in relatively good shape compared to other

sectors.”

▪Secondary industrial ranks firstout of 12 property classes in their returns forecasts, forecast five

year returns total 10.7% per annum (income 6.4%, capital 4.2%)

▪“Favourable industrial supply demand conditions drive Secondary industrial to outperform on

capital returns mainly through rent growth, but also aided by cap rate trends.”

H1 2018 RESULTS SUMMARY
16

▪Significant portfolio activity: 58,000 square metres or 8%

of the portfolio leased during the interim period to 11

tenants for an average increase in term of 6.5 years

▪Increased earnings and dividends:profit after tax up

$35.2 million, 9.4% increase in Funds From Operations

(FFO) earnings per share, 2.5% increase in Adjusted Funds

From Operations (AFFO) earnings per share, cash dividend

up 2.9% to 3.60 cents per share

▪Acquisition:neighbouring property acquired for $16.0

million, creates an industrial estate of ~4.5 hectares in

Penrose

▪Governance changes:Peter Masfen retires after 16 years

as Chair, Anthony Beverley appointed as new Chair

Note: extracted from PFI’s interim results announcement, refer https://www.nzx.com/announcements/321832for more detail. FFO and AFFO are non-GAAP financial information used by the PFI

Board to assist in determining dividends to shareholders.Please refer to the interim results announcement for more detail as to how these measures were calculated

1.Total comprehensive income after tax includes a “termination of management agreement” expense of $42.9m.Excluding this one-offexpense after tax, total comprehensive income after tax

would have been a profit of $25.2m.

PROPERTYFORINDUSTRY FINANCIAL RESULTS & CAPITAL MANAGEMENT

($m, unless noted)

H1 2017H1 2018

Operating revenue

35.739.6

Total operating earnings

22.326.9

Total comprehensive income after tax

(5.6)

1

29.6

Total assets

1,242.21,273.4

Total liabilities

399.2420.5

Totalequity

842.9852.8

Banking covenants:

Company gearing (covenant: 50%)

34.2%31.4%

Interest cover ratio (covenant: 2.0 times)

3.7x3.8x

17
FIVE YEAR FINANCIAL SUMMARY

($m, unless noted)

Dec-13Dec-14Dec-15Dec-16Dec-17

Operating revenue

48.163.866.971.173.5

Total operating earnings

26.936.936.643.147.6

Total comprehensive income after tax

40.559.972.8123.451.7

Total assets

877.0906.91,027.21,121.81,242.1

Total liabilities

341.8341.9369.2365.7399.2

Totalequity

535.2565.0658.0756.1842.9

Banking covenants:

Company gearing (covenant: 50%)

37.4%35.8%33.3%30.1%30.8%

Interest cover ratio (covenant: 2.0 times)

3.2x3.0x2.9x3.4x3.7x

PROPERTYFORINDUSTRY FINANCIAL RESULTS & CAPITAL MANAGEMENT

▪The last five years has seen strong growth in rents and valueswhilst keeping gearing at low levels

and maintaining a high ratio of interest cover

CAPITAL MANAGEMENT
18

30 June 2018

Drawn debt

1

$389.0m

Facilities limit

1

$475.0m

Facilities headroom

$86.0m

Weighted average term to expiry

3.2 years

Facilitiesbanks

ANZ, BNZ, CBA, Westpac

Company gearing (covenant: 50%)

31.4%

Interest cover ratio (covenant: 2.0 times)

3.8 times

Weightedaverage cost of debt

4.90%

▪PFI enjoys strong banking relationships in the NZ

market but values diversification, tenor and

optionality

PROPERTYFORINDUSTRY FINANCIAL RESULTS & CAPITAL MANAGEMENT

▪Mortgaged Properties are mortgagedin favour of

a non-bank security trustee, who holds mortgages

for the benefit of all secured lenders

PFI’s swap cover and swap interest rate

1.Includes bank facilities and Existing Bonds

▪Proceeds of the Offer are expected to be used to repay existing bank debt of the PFI Group, resulting in PFI having a
more diversified funding base with a longer debt maturity profile

▪PFI currently has a Weighted Average Term to Expiry (WATE) of debt facilities of 3.2 years, post the completion of the

Offer, the WATE is expected to increase to 3.9 years

1

on a pro forma basis, before cancellation of bank facilities (if any)

DEBT FACILITY MATURITY PROFILE

19

PROPERTYFORINDUSTRY FINANCIAL RESULTS & CAPITAL MANAGEMENT

Pro forma debt facility maturity profile ($m)

1

1.As at 30 June 2018, and assumes $100m (including oversubscriptions of $25m) of Bonds are issued on that date

SECURITY
21

Bond financial covenant (LVR)

Total borrowings$389.0m

Mortgaged Properties

2

$1,226.7m

Bond financial covenant (LVR)31.7%

1.Includes interest rate swap liabilities of $10.6m and accrued interest and bank fees of $2.2m

2.The total value of the Mortgaged Properties was approximately $1,226.7m as at 30 June 2018. It is PFI’s policy to mortgage all properties except in exceptional circumstances. As at 30 June

2018 there were $10.5m of properties not mortgaged

3.The property portfolio for gearing calculations is calculated using the most recent independent valuation of the property portfolio

PROPERTYFORINDUSTRY BOND OFFER

Company gearing

Total borrowings$389.0m

Property portfolio

3

$1,237.2m

Company gearing31.4%

▪The Bonds will be secured over the Mortgaged Properties, via the Guarantee granted by PFI Property

▪Based on the 30 June 2018 financial position:

▪The amount secured by the Mortgages is approximately $401.8m

1

including borrowings of $389.0m

▪The Mortgaged Properties have a total value of approximately $1,226.7m

2

9 Narek Place, Manukau
COVENANT AND DEFAULT

22

▪The bond financial covenant (LVR) limits the ability of the PFI Group to borrow money secured by the Mortgages

▪Restricts total borrowings secured by Mortgages to no more than 50% of the total value of Mortgaged Properties

▪PFI will have approximately 13 months to remedy a breach of the bond financial covenant (LVR) before it will be an

Event of Default, reflecting:

▪6 months to correct breach

▪If breach not corrected, 20 business days to

give notice of breach, including plan to remedy

▪Further 6 months to remedy before event of

default occurs

▪Other events of default include:

▪Failure to make payments on the Bonds

▪Insolvency

▪Cross-acceleration

PROPERTYFORINDUSTRY BOND OFFER

KEY TERMS OF THE OFFER
23

Further details of the offer are contained in the indicative terms sheet for the Offer dated 17 September 2018

IssuerProperty for Industry Limited

Description of the BondsSenior secured fixed rate bonds

Guarantee and Security

Guaranteed by PFI Property No. 1 Limited (“PFI Property”), which holds all property assets of the PFI Group.

Secured by Mortgages granted by PFI Property as Guarantor over the Mortgaged Properties

Term7 years, maturing 1 October 2025

Offer amountUp to $75 million (with the ability to accept oversubscriptions of up to $25 million at PFI’s discretion)

Interest Rate

Set following the bookbuild on 21 September 2018 as the higher of the sum of the applicable swap rate and

issue margin, and the minimum rate, as determined by the Issuer and the JLMs, and announced via NZX shortly

thereafter

Interest payments

Quarterly in arrear in equal payments on 1 January, 1 April, 1 July and 1 October each year (or if that date is not

a Business Day, the next Business Day)

Bond financial covenant

(LVR)

Outstanding borrowed money secured by Mortgages is not more than 50% of the value of Mortgaged Properties

PurposeProceeds are expected to be used to repay existing bank debt of the PFI Group

Early repayment

Holders have no rights to require PFI to redeem the Bonds early except through the Supervisor in the case of an

Event of Default (as defined in the Bond Trust Documents). PFI does not have the right to redeem the Bonds

early

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

Brokerage0.50% brokerage plus 0.25% firm fee

QuotationIt is expected that the Bonds will be quoted on the NZX Debt Market under the ticker code PFI020

Credit ratingPFI and the Bonds are not rated

PROPERTYFORINDUSTRY BOND OFFER

KEY DATES
24

EventDate

NZX Notice Announced Monday, 17 September 2018

RoadshowPresentations

Monday, 17 September 2018 to Tuesday, 18 September 2018

Offer Opens Monday, 17 September 2018

Firm Bids Due11:00am, Friday, 21 September 2018

Rate Set DateFriday, 21 September 2018

Offer Closes Friday, 21 September 2018

Issue DateMonday, 1 October 2018

Expected date of initial quotation on the NZX Debt MarketTuesday, 2 October 2018

Interest Payment Dates1 January, 1 April, 1 July and 1 October each year until the Maturity Date

First Interest Payment Date3 January 2019

1

Maturity Date1 October 2025

PROPERTYFORINDUSTRY BOND OFFER

1.Payment will be made on Thursday, 3 January 2019 as it is a public holiday on 1 January and 2 January, 2019

26
▪Key credit strengths include:

✓NZX listed property vehicle focused on industrial property

✓$1.24bn portfolio with83% weighting to Auckland

1

✓Experienced internalised management team supported by a strong governance framework

✓Proven track record with history of stable earnings and high occupancy

✓Sound risk management and portfolio metrics

✓Liquid assets

PROPERTYFORINDUSTRY SUMMARY

SUMMARY

1.As at 30 June 2018

---

Property
For

Industry

Limited

JOINT LEAD

MANAGERS:

UP TO $75,000,000 7 YEAR SENIOR SECURED FIXED RATE BONDS

(PLUS UP TO $25,000,000 OVERSUBSCRIPTIONS)

WWW.PFIBONDOFFER.CO.NZ

DATED: 17 SEPTEMBER 2018

IND I CAT I V E

TERMS

SHEET

PROPERTY FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET


2

INDICATIVE TERMS SHEET .

dated 17 September 2018

Senior Secured Fixed Rate Bonds due 1 October 2025

This terms sheet (Terms Sheet) sets out the key terms of the offer by Property for Industry Limited (PFI) of up to $75,000,000, with

the ability to accept oversubscriptions of up to $25,000,000 at PFI’s discretion, of seven-year senior secured fixed-rate bonds

maturing on 1 October 2025 (Bonds) under its bond master trust deed dated 2 November 2017 (as amended from time to time)

(Trust Deed) as modified and supplemented by the supplemental deed dated 17 September 2018 entered into between PFI and

Public Trust (Supervisor) (together with the Trust Deed, Bond Trust Documents).

Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the Bond

Trust Documents.

Important notice

The offer of debt securities by PFI 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 PFI’s $100,000,000 senior secured fixed-rate bonds maturing on 28 November

2024 (which have an interest rate of 4.59% p.a.), which are currently quoted on the NZX Debt Market under the ticker code PFI010

(PFI010 Bonds).

The Bonds are of the same class as the PFI010 Bonds for the purposes of the FMCA and the Financial Markets Conduct

Regulations 2014.

PFI 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/PFI.

The PFI010 Bonds are the only debt securities of PFI that are currently quoted in the same class as the Bonds.

Investors should look to the market price of the PFI010 Bonds referred to above to find out how the market assesses the returns

and risk premium for those bonds. When comparing the yield of two debt securities, it is important to consider all relevant factors

(including the credit rating (if any), maturity and the other terms of the relevant debt securities).

Issuer

Property for Industry Limited.

Description

Senior secured fixed rate bonds.

Opening Date

Monday, 17 September, 2018.

Closing Date

Friday, 21 September, 2018.

Rate Set Date

Friday, 21 September, 2018.

Issue Date

Monday, 1 October 2018.

Maturity Date

Wednesday, 1 October 2025.

Purpose

The proceeds of the offer are expected to be used to repay existing bank debt.

Offer Amount

Up to $75,000,000 (with the ability to accept oversubscriptions of up to an additional $25,000,000

at PFI’s discretion).

Guarantee and

Security

P.F.I. Property No. 1 (PFI Property) has guaranteed the payments due on the Bonds.

The Bonds are secured by first ranking mortgages (the Mortgages) granted by PFI Property as

Guarantor over various properties (the Mortgaged Properties).

The Security Trustee holds the Mortgages for all creditors entitled to their benefit, which

currently includes (in addition to the Supervisor and the Holders) the PFI Group’s banks and

their facility agent, on an equal ranking basis.

PROPERTY FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET


3

Financial Covenant

PFI agrees to ensure that the total principal amount of all outstanding borrowed money secured

by the Mortgages is not more than 50% of the total value of all Mortgaged Properties (the Loan

to Value Ratio).

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

that breach being disclosed to the Supervisor in a director’s report will be an Event of Default

under the Bond Trust Documents.

Distribution Stopper

PFI is not permitted to make any distribution if an Event of Default is continuing or if it would

result in an Event of Default. Full details of the Events of Default are set out in the Bond Trust

Documents.

No Credit Rating

The Bonds will not be rated.

Issue Price

$1.00 per Bond, being the Principal Amount of each Bond.

Early Repayment

Holders have no rights to require PFI to redeem the Bonds early except through the Supervisor in

the case of an Event of Default (as defined in the Bond Trust Documents). PFI does not have the

right to redeem the Bonds early.

Interest Rate

The sum of the Base Rate plus the Issue Margin which may be above or below the Indicative

Issue Margin, subject to a minimum Interest Rate of 4.15% per annum.

The Interest Rate will be announced by PFI via NZX on or about the Rate Set Date.

Indicative Issue

Margin

1.60 to 1.70% per annum.

Issue Margin

The Issue Margin (which may be above or below the Indicative Issue Margin range mentioned

above), will be determined by PFI (in consultation with the Joint Lead Managers) following a

bookbuild process and announced by PFI via NZX on or about the Rate Set Date.

Base Rate

The semi-annual 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 Arranger in consultation with PFI, according

to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any successor page) on the

Rate Set Date (rounded to 2 decimal places, if necessary, with 0.005 being rounded up).

Interest Payments

Quarterly in arrear in equal payments.

Interest Payment

Dates

1 January, 1 April, 1 July and 1 October each year (or if that day is not a Business Day, the next

Business Day) until and including the Maturity Date. The first Interest Payment Date will

be 1 January 2019 but as that date is a public holiday, the actual payment will be made on

3 January 2019.

Record Date

5.00pm on the date that is 10 days before the relevant Interest Payment Date or, if that is not a

Business Day, the immediately preceding Business Day.

Business Days

Auckland and Wellington.

Brokerage

0.50% brokerage plus 0.25% on firm allocations paid by PFI.

ISIN

NZPFIDT020C1.

NZX Debt Market

Quotation

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 FMCA.

NZX ticker code PFI020 has been reserved for the Bonds.

Minimum Application

Amount and

Denominations

$5,000 and multiples of $1,000 thereafter.

PROPERTY FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET


4

Transfer Restrictions

Holders are entitled to sell or transfer their Bonds at any time subject to the terms of the Bond

Trust Documents and applicable securities laws and regulations. PFI may decline to register a

transfer of the Bonds for the reasons set out in the Bond Trust Documents.

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.

NZX has approved these restrictions on the transfer of the Bonds.

Governing law

New Zealand.

NZX Waiver

NZX has granted PFI a waiver from NZX Listing Rule 7.11.1 to allow allotment of the Bonds to

occur within six Business Days of the Closing Date.

Who May Apply &

How to Apply

All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint Lead

Managers, institutional investors and other Primary Market Participants invited to participate

in the bookbuild. There will be no public pool for the Bonds.

Retail investors should contact any Joint Lead Manager, their financial adviser or any Primary

Market Participant for details on how they may acquire Bonds. You can find a Primary Market

Participant by visiting www.nzx.com/investing/find_a_participant.

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 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.

Arranger and

Organising Participant

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

(Westpac).

Joint Lead Managers

Deutsche Craigs Limited, Forsyth Barr Limited and Westpac.

Supervisor

Public Trust.

Security Trustee

New Zealand Permanent Trustees Limited.

Securities Registrar

Computershare Investor Services Limited.

Selling Restrictions

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

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

may only be offered for sale or sold in conformity with all applicable laws and regulations in any

jurisdiction in which they are offered, sold or delivered. This terms sheet may not be published,

delivered or distributed in or from any country other than New Zealand.

By subscribing for or otherwise acquiring any Bonds, each Holder agrees to indemnify, among

others, PFI, the Supervisor and the Joint Lead Managers for any loss suffered as a result of any

breach by the Holder of these selling restrictions.

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.

Copies of the Bond Trust Documents are available on the website (managed by PFI) for the offer of the Bonds

www.pfibondoffer.co.nz.

Investors should seek qualified, independent financial and taxation advice before deciding to invest. Investors will be personally

responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with the financial

arrangements rules (if applicable) and payment of provisional or terminal tax (if required) on interest derived.

For further information regarding PFI, visit www.nzx.com/companies/PFI.

PROPERTY FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET


5

ADDRESS DETAILS

Issuer

Property for Industry Limited

Shed 24, Prince’s Wharf

147 Quay Street

Auckland 1010

Supervisor

Public Trust

Level 9, 34 Shortland Street

Auckland 1010

Security Trustee

New Zealand Permanent Trustees Limited

Level 9, 34 Shortland Street

Securities Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Telephone: 09 488 8777

Email: pfi@computershare.co.nz

Arranger and Organising Participant

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

0800 942 822

Joint Lead Managers

Deutsche Craigs Limited

Level 36, Vero Centre

48 Shortland Street

Auckland 1010

0800 226 263

Forsyth Barr Limited

Level 23, Lumley Centre

88 Shortland Street

Auckland 1010

0800 367 227

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

0800 942 822

PROPERTY FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET


6

The dates set out in this Terms Sheet are indicative only and are subject to change. PFI may, in its absolute discretion and without

notice, vary the timetable (including by opening or closing the offer described in this Terms Sheet early, accepting late applications

and extending the Closing Date). PFI reserves the right to cancel the offer described 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.

F R IDAY

21 SEPTEMBER

2018

M O N DAY

1 OCTOBER

2018

T U E S DAY

2 OCTOBER

2018

M O N DAY

17 SEPTEMBER

2018

WEDNESDAY

1 OCTOBER

2025

F R IDAY

21 SEPTEMBER

2018

BOOKBUILD DATE

ISSUE DATEEXPECTED QUOTATION

OPENING DATE

MATURITY DATE

CLOSING DATE

IMPORTANT DATES.

F R IDAY

21 SEPTEMBER

2018

RATE SET DATE

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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