Bond offer – updated terms sheet
NZX RELEASE
2 November 2018
Bond offer – updated terms sheet
An updated terms sheet for Kiwi Property Group Limited's (Kiwi Property) issue of seven-year
fixed-rate senior secured bonds is attached. This follows Kiwi Property’s announcement today
confirming the interest rate to apply to the bonds.
For further information please contact:
Joint Lead Managers
ANZ Bank New Zealand Limited
0800 269 476
Deutsche Craigs Limited
0800 226 263
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
0800 942 822
Co-Manager
Forsyth Barr Limited
0800 367 227
> Ends
Contact us for further information
Gavin Parker
Chief Operating Officer
gavin.parker@kp.co.nz
+64 9 359 4012
Stuart Tabuteau
Chief Financial Officer
stuart.tabuteau@kp.co.nz
+64 9 359 4025
About us
Kiwi Property (NZX: KPG) is the largest listed property company on the New Zealand Stock
Exchange and is a member of the S&P/NZX 15 Index. We’ve been around for more than 20 years
and we proudly own and manage a $3.0 billion portfolio of real estate, comprising some of New
Zealand’s best shopping centres and prime office buildings. Our objective is to provide investors
with a reliable investment in New Zealand property by targeting superior risk-adjusted returns over
time through the ownership and active management of a diversified, high-quality portfolio. S&P
Global Ratings has assigned Kiwi Property a corporate credit rating of BBB (stable) and an issue
credit rating of BBB+ for each of its existing fixed rate senior secured bonds. Kiwi Property is
licensed under the Real Estate Agents Act 2008. To find out more, visit our website kp.co.nz
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fixed-rate senior secured bonds
maturing 12 November 2025
final terms sheet
bond
bond
joint lead managersco-manager
kiwi property
final terms sheet – fixed-rate senior secured bonds
1
kiwi property final terms sheet –
fixed-rate senior secured bonds
Maturing 12 November 2025
2 November 2018
This terms sheet (Te rm s S h e et) sets out the key terms of the offer by Kiwi Property Group Limited (Kiwi Property) of up to
$100 million (with the ability to accept oversubscriptions of up to $25 million at Kiwi Property’s discretion) of seven-year fixed-rate
senior secured bonds maturing on 12 November 2025 (Bonds). The Bonds will be issued under a master trust deed dated
30 June 2014 (as amended from time to time) and supplemented by a supplemental trust deed dated 29 October 2018 entered
into between Kiwi Property as issuer and Public Trust as supervisor (Supervisor) (together, the Bond Trust Documents).
Important notice
The offer of Bonds by Kiwi Property 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 Kiwi Property’s:
—$125 million fixed-rate senior secured bonds maturing on 20 August 2021 (with a fixed interest rate of 6.15% per annum), which are
currently quoted on the NZX Debt Market under the ticker code KPG010,
—$125 million fixed-rate senior secured bonds maturing on 7 September 2023 (with a fixed interest rate of 4.00% per annum), which
are currently quoted on the NZX Debt Market under the ticker code KPG020,
—$125 million fixed-rate senior secured bonds maturing on 19 December 2024 (with a fixed interest rate of 4.33% per annum), which
are currently quoted on the NZX Debt Market under the ticker code KPG030,
(the KPG010, KPG020 and KPG030 bonds, together the Existing Bonds).
The Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations
2014 (FMC Regulations).
Kiwi Property 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/KPG/announcements.
The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Bonds and are currently quoted on
the NZX Debt Market.
Investors should look to the market price of the Existing Bonds referred to above to find out how the market assesses the returns and
risk premium for those bonds.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the Bond
Trust Documents.
The dates set out in this Terms Sheet are indicative only and Kiwi Property, in conjunction with the Joint Lead Managers, may change
the dates set out in this Terms Sheet. Kiwi Property has the right in its absolute discretion and without notice to close the offer early,
to extend the Closing Date (subject to the Listing Rules), or to choose not to proceed with the offer. If the Closing Date is changed,
other dates (such as the Issue Date, the Maturity Date and the Interest Payment Dates) may be changed accordingly.
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 sites are not incorporated by reference into, and do not form part of, this Terms Sheet.
Copies of the Bond Trust Documents will be made available by Kiwi Property for inspection during usual business hours by any
Bondholder at Kiwi Property’s registered office listed on the final page of this Terms Sheet (or such office as Kiwi Property may notify
the Bondholders from time to time).
Investors should seek qualified, independent financial and taxation advice before deciding to invest.
For further information regarding Kiwi Property, visit www.nzx.com/companies/KPG.
2
Issuer
Kiwi Property Group Limited.
Group
The Issuer and each of its subsidiaries.
Description
The Bonds are fixed-rate senior secured bonds of the Issuer.
Issue Amount
$100 million.
Minimum Application
Amount and
Minimum Holding
$5,000 and in multiples of $1,000 thereafter.
Opening Date
Monday, 29 October 2018, immediately following release on the NZX Debt Market of the notice required by
the FMC Regulations in connection with the offer.
Closing Date
11.00am on Friday, 2 November 2018.
Rate Set Date
Friday, 2 November 2018.
Issue / Allotment Date
Monday, 12 November 2018.
Maturity Date
Wednesday, 12 November 2025.
Purpose
The proceeds from the issue of the Bonds will initially be used to repay bank debt and for general
corporate purposes (including future investment and development opportunities).
Ranking
The Bonds rank equally and without preference among themselves and equally with any other secured
indebtedness owing to a Beneficiary under the security trust deed dated 30 June 2014 (as amended from
time to time) (Security Trust Deed).
Guarantors
Certain wholly owned subsidiaries of the Issuer guarantee the obligations of the Issuer in relation to the
Bonds pursuant to a global security deed dated 5 November 1998 (as amended from time to time) (GSD).
At the date of this Terms Sheet, the guaranteeing subsidiaries are Kiwi Property Holdings Limited,
Kiwi Property Holdings No. 2 Limited, Sylvia Park Business Centre Limited and Kiwi Property Te Awa
Limited (together with the Issuer, the Guarantors).
The total assets held by the Guarantors must equal or exceed 90% of the total assets of the consolidated
Group.
Guarantee
Each Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi Property to
holders of Bonds (Bondholders) in respect of the Bonds on a joint and several basis. There are no limits
on the obligations of the Guarantors in respect of the amounts owing under the guarantee.
Security
The Guarantors have granted security over all of their assets under the GSD in favour of New Zealand
Permanent Trustees Limited acting as security trustee for the Bondholders and certain other secured
creditors of the Group (Security Trustee) on an equal ranking basis. The security includes a security
interest over all personal property, a charge over real property and an agreement to mortgage in respect
of real property, and secures all amounts owing to the applicable secured creditors.
The security is held by the Security Trustee for all Beneficiaries (as defined therein) under the Security Trust
Deed (including existing Bondholders, the Group’s bank facility lenders and hedging providers and any
new future secured creditors) on an equal ranking basis. In an insolvency of a Guarantor, the claims of the
senior secured creditors (including the Bondholders) will, by virtue of that security, rank ahead of all other
unsecured creditors of the relevant Guarantor other than certain statutorily preferred creditors.
The Issuer and the Guarantors have also agreed, under the Security Trust Deed, not to create or allow to
exist any other security interests over their assets other than certain permitted security interests (which
include, among others, any security created in favour of the Security Trustee and security interests
securing finance debt that does not exceed 5% of the Group’s total tangible assets).
Gearing Covenant
The Bond Trust Documents include a gearing covenant that requires the Issuer to ensure that, for so long
as any Bonds are outstanding, Finance Debt of the Group does not exceed 45% of the Total Tangible
Assets of the Group at all times.
An unremedied breach of the Gearing Covenant would be an Event of Default under the Bond Trust Documents.
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final terms sheet – fixed-rate senior secured bonds
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Event of Default
Upon the occurrence of an event of default as set out in the Bond Trust Documents, the Supervisor
may in its discretion, and it must, for certain payment defaults or where a Gearing Covenant breach
remains unremedied after a 13-month remedy period or upon being directed to do so by an extraordinary
resolution of Bondholders, declare the principal amount, all accrued interest and any other amounts due
and payable on the Bonds to be immediately due and payable.
You should refer to the Bond Trust Documents for a description of the specific events which constitute
events of default.
Further Indebtedness
The Group may incur additional Finance Debt (including bank debt or debt in respect of new bonds),
without the consent of Bondholders while the Bonds are outstanding.
Credit Ratings
S&P Global Ratings (S&P)
Kiwi Property Corporate Credit Rating
BBB (stable)
Expected Issue Credit Rating
BBB+
S&P has assigned a BBB corporate credit rating to Kiwi Property and an issue credit rating of BBB+
to the Existing Bonds. S&P is expected to assign a BBB+ issue credit rating to the Bonds.
Further information about S&P’s credit rating scale is available at www.standardandpoors.com. A rating is
not a recommendation by any rating organisation to buy, sell, or hold Kiwi Property securities. The above
ratings are current as at the date of this Terms Sheet and (together with any rating ascribed to the Bonds)
may be subject to suspension, revision or withdrawal at any time by S&P.
Series Identifier
Tranche 01 of Series 04.
Early Repayment
Other than following an Event of Default (as set out in the Bond Trust Documents), Bondholders have no
right to require Kiwi Property to redeem the Bonds prior to the Maturity Date. Kiwi Property does not have
the right to redeem the Bonds early.
Interest Rate
4.06 per cent per annum, being the sum of the Base Rate plus the Margin.
Margin
1.45 per cent per annum.
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 Joint Lead Managers in consultation with Kiwi Property,
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
Semi-annually in arrear in equal amounts.
Interest Payment Dates
12 May and 12 November of each year up to and including the Maturity Date.
The first Interest Payment Date will be 12 May 2019.
Payment of Interest
Interest will be payable on an Interest Payment Date to the Bondholder as at the Record Date immediately
preceding the relevant Interest Payment Date.
Record Date
The Record Date for Interest Payment Dates and the Maturity Date is 5.00pm on the tenth calendar day
before the relevant Interest Payment Date or Maturity Date or, if that day is not a Business Day, the next
Business Day.
Business Days
A day (other than a Saturday or Sunday) on which registered banks are generally open for business in
Auckland and Wellington.
If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the due date for
any payment to be made on that date will be the next Business Day.
Principal Amount
$1.00 per Bond.
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Registrar and
Paying Agent
Link Market Services Limited.
The Bonds will be accepted for settlement within the NZClear system.
Transfer Restrictions
As a Bondholder, you may only transfer Bonds if the transfer is in respect of Bonds having an aggregate
Principal Amount that is an integral multiple of $1,000. However, Kiwi Property will not register any
transfer of Bonds if the transfer would result in the transferor or the transferee holding or continuing to
hold Bonds with an aggregate Principal Amount of less than $5,000, unless the transferor would then
hold no Bonds.
NZX Debt Market
Quotation
It is a term of the offer that the Issuer will take any necessary steps to ensure that the Bonds are,
immediately after being issued, quoted on the NZX Debt Market.
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.
Expected Date of Initial
Quotation and Trading
on NZX Debt Market
Tuesday, 13 November 2018.
NZX Debt Market Ticker
Code
KPG040.
ISIN
NZKPGD0040L4.
Who May Apply
for Bonds
All of the Bonds are reserved for subscription by clients of the Joint Lead Managers, the Co-Manager,
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 a Joint Lead Manager, the Co-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/services/market-participants.
Each investor’s broker or financial adviser will be able to advise them as to what arrangements will need
to be put in place for the investor 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.
NZX Approval
NZX has granted approval under NZX Listing Rule 11.1.5 to enable Kiwi Property to include transfer restrictions
in the Bond Trust Documents permitting Kiwi Property to refuse a transfer of the Bonds if the transfer is not in
a multiple of $1,000 and/or results in the transferor or the transferee holding an aggregate principal amount
of less than the minimum holding of $5,000, unless the transferor would then hold no Bonds.
Waiver
NZX has granted Kiwi Property a waiver from NZX Listing Rule 7.11.1 to allow allotment of the Bonds six
Business Days after the Closing Date.
Governing Law
New Zealand.
Joint Lead Managers
ANZ Bank New Zealand Limited, Deutsche Craigs Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch).
Co-Manager
Forsyth Barr Limited.
Organising Participant
Craigs Investment Partners Limited.
Fees
Brokerage: 0.50%.
Firm Fee: 0.25%.
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final terms sheet – fixed-rate senior secured bonds
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Selling Restrictions
Part A – Initial Selling Restrictions
If sold in New Zealand, the Bonds may only be offered in New Zealand in conformity with all applicable laws
and regulations in New Zealand. In respect of the initial offer of the Bonds by the Issuer under this Terms
Sheet (Initial Offer), no Bonds may be offered in any other country or jurisdiction except in conformity with
all applicable laws and regulations of that country or jurisdiction and the applicable selling restrictions set
out below in this Part A. This Terms Sheet may not be published, delivered or distributed in or from any
country or jurisdiction except under circumstances which will result in compliance with all applicable laws
and regulations in that country or jurisdiction and the applicable selling restrictions set out below in this
Part A. For the avoidance of doubt, the selling restrictions set out below in this Part A apply only in respect
of the Initial Offer.
United States of America
The Bonds have not been and will not be registered under the Securities Act of 1933, as amended
(Securities Act) and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)).
None of the Issuer, the Joint Lead Managers, the Organising Participant, the Co-Manager nor any person
acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in
Regulation S) in relation to the Bonds, and each of the Issuer, the Joint Lead Managers, the Organising
Participant and the Co-Manager have complied and will comply with the offering restrictions in Regulation S.
The Bonds will not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the completion of
the distribution of all Bonds, as determined and certified by the Joint Lead Managers, the Organising
Participant, or the Co-Manager. Any Bonds sold to any distributor, dealer or person receiving a selling
concession, fee or other remuneration during the distribution compliance period require a confirmation
or notice to the purchaser at or prior to the confirmation of the sale to substantially the following effect:
“The Bonds covered hereby have not been registered under the United States Securities Act of 1933, as
amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold within the United States, or to or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering of the Bonds and the closing date. Terms used above have
the meaning given to them by Regulation S.”
Relevant Member States of the European Economic Area
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 Bonds have been offered and no Bonds will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to the public in that Relevant Member State except
that an offer of Bonds to the public in the Relevant Member State may be made with effect from the
Relevant Implementation Date:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) 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 and/or Joint Lead
Managers, the Organising Participant and/or the Co-Manager nominated by the Issuer for any such
offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Bonds shall require the Issuer, any Joint Lead Managers, the Organising
Participant, or the Co-Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive
or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an offer of the Bonds to the public in relation to any
Bonds in any Relevant Member State means 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 for the Bonds, as the same may be varied in that Relevant Member State
by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression
Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and
includes any relevant implementing measure in each Relevant Member State.
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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 the Issuer.
All applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or
otherwise involving the United Kingdom must be complied with.
Japan
The Bonds have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the FIEA) in reliance
upon the exemption from the registration requirements since the offering constitutes the small number
private placement as provided for in “ha” of Article 2, Paragraph 3, Item 2 of the FIEA. A Japanese Person
who transfers the Bonds shall not transfer or resell the Bonds except where the transferor transfers or
resells all the Bonds en bloc to one transferee. For the purposes of this paragraph, Japanese Person
shall mean any person resident in Japan, including any corporation or other entity organised under the
laws of Japan.
Singapore
Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore)
(the SFA), Kiwi Property has determined, and hereby notifies all relevant persons (as defined in Section
309A of the SFA) that the Bonds are “prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined
in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Each Joint Lead Manager, the Organising Participant and the Co-Manager has acknowledged that
this Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each Joint Lead Manager, the Organising Participant and the Co-Manager has represented,
warranted and agreed that it has not offered or sold any Bonds or caused the Bonds to be made the
subject of an invitation for subscription or purchase and will not offer or sell any Bonds or cause the Bonds
to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed,
nor will it circulate or distribute, this Terms Sheet or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Bonds, whether directly or indirectly, to any
person in Singapore other than (a) to an institutional investor (as defined in Section 4A of the 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 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 the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever
described) in that trust shall not be transferred within six months after that corporation or that trust has
acquired the Bonds pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law; or
(4) as specified in Section 276(7) of the SFA.
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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 (the 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 (the C(WUMP)O) or which do not constitute
an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Bonds may be issued or in the possession
of any person or will be issued or be in the possession of any person in each case for the purpose of
issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to the Bonds which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made
under the SFO.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Bonds has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission (ASIC) or any other regulatory authority in Australia.
No person may:
(a) make or invite (directly or indirectly) an offer of the Bonds for issue, sale or purchase in, to or from
Australia (including an offer or invitation which is received by a person in Australia); and
(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or any other offering
material or advertisement relating to the Bonds in Australia,
unless:
(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its
equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror
or its associates) or the offer or invitation otherwise does not require disclosure to investors in
accordance with Part 6D.2 or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who is a “retail client” within the meaning of section
761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives; and
(iv) 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 the Issuer, any Joint Lead Manager, the Organising Participant and the Co-Manager
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 the Issuer, any Joint Lead Manager, the Organising Participant and the Co-Manager
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.
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Switzerland
The Bonds shall not be publicly offered, sold, advertised, distributed or redistributed, directly or indirectly,
in or from Switzerland, and neither this Terms Sheet nor any other solicitation for investments in the Bonds
may be communicated, distributed or otherwise made available in Switzerland in any way that could
constitute a public offering within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations
(‘CO’) or of Article 3 of the Swiss Federal Act on Collective Investment Schemes (‘CISA’) unless the legal
and regulatory conditions imposed on a public offering under the CO or CISA are satisfied. This Terms
Sheet does not constitute a public offering within the meaning of Articles 652a, respectively 1156, of the
CO and of Article 5 of the CISA and may not comply with the information standards required thereunder,
and in particular with the guidelines on informing investors about structured products as published in
September 2014 by the Swiss Bankers Association, as applicable. The Bonds do not constitute collective
investments within the meaning of the CISA. Accordingly, holders of the Bonds do not benefit from
protection under the CISA or from the supervision of the Swiss Financial Market Supervisory Authority.
Investors are exposed to the default risk of Kiwi Property.
Part B – General Selling Restrictions
The Bonds may only be offered for sale or sold in New Zealand. The Issuer has not and will not take any
action which would permit a public offering of the Bonds, or possession or distribution of any offering
material, in any country or jurisdiction where action for that purpose is required (other than New Zealand).
The Bonds may only be offered for sale or sold in compliance with all applicable laws and regulations in
any jurisdiction in which they are offered, sold or delivered. Any information memorandum, terms sheet,
circular, advertisement or other offering material in respect of the Bonds may only be published, delivered
or distributed in or from any country or jurisdiction under circumstances which will result in compliance
with all applicable laws and regulations.
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9
directory
ISSUER
Kiwi Property Group Limited
Level 7, Vero Centre
48 Shortland Street
AUCKLAND 1010
PO Box 2071
Shortland Street
AUCKLAND 1140
T: +64 9 359 4000
E: info@kp.co.nz
REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
AUCKLAND 1010
PO Box 91976
AUCKLAND 1142
T: +64 9 375 5998 or 0800 377 388
E: enquiries@linkmarketservices.co.nz
BOND SUPERVISOR
Public Trust
Level 9
34 Shortland Street
AUCKLAND 1010
PO Box 1598
Shortland Street
AUCKLAND 1140
T: 0800 371 471
SECURITY TRUSTEE
New Zealand Permanent Trustees Limited
Level 9
34 Shortland Street
AUCKLAND 1010
PO Box 1598
Shortland Street
AUCKLAND 1140
T: 0800 371 471
JOINT LEAD MANAGERS
ANZ Bank New Zealand Limited
Level 25, ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
T: 0800 269 476
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
AUCKLAND 1010
T: 0800 226 263
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Level 8, 16 Takutai Square
AUCKLAND 1010
T: 0800 942 822
CO-MANAGER
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
AUCKLAND 1010
T: 0800 367 227
ORGANISING PARTICIPANT
Craigs Investment Partners Limited
Craigs Investment Partners House
158 Cameron Road
TAURANGA 3010
T: 0800 226 263
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- PFI — Property for Industry Limited: PFI Sets Interest Rate for Bond Offer2018-09-21
“NZX and media announcement — 21 September 2018 PFI SETS INTEREST RATE FOR BOND OFFER NZX listed industrial property landlord Property for Industry Limited (PFI) has announced that, following the successful bookbuild process for its offer of 7-year senior secured fix…”
- PFI — Property for Industry Limited: Clarification of Indicative Terms Sheet: Base Rate2018-09-20
“NZX and media announcement — 20 September 2018 CLARIFICATION OF INDICATIVE TERMS SHEET: BASE RATE Further to the announcement by Property for Industry Limited (PFI) on 17 September 2018 in relation to the offer of 7-year senior secured fixed rate bonds to New Zeala…”
- PFI — Property for Industry Limited: Quotation Notice – Property for Industry Limited (“PFI020”)2018-09-21
“QUOTATION NOTICE: NZX DEBT MARKET PROPERTY FOR INDUSTRY LIMITED (“PFI020”) BONDS NZX Limited, Level 1, NZX Centre, 11 Cable Street, PO Box 2959, Wellington 6140, New Zealand Tel +64 4 472 7599, www.nzx.com Company: Property for Industry Limited (“PFI”) Security Code:…”