Chorus confirms issue size, margin, interest rate

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz





STOCK EXCHANGE ANNOUNCEMENT

23 November 2018


Chorus confirms issue size, margin, interest rate and closes its offer

Chorus today announced that following strong investor demand for its issue of ten year
unsecured, unsubordinated, re-setting fixed rate bonds (Bonds), it has set the issue size
at NZ$500,000,000. This includes oversubscriptions of NZ$200,000,000, being an
oversubscription of 66.67%.

The Interest Rate for the Bonds for the first five year period has been set at 4.35% per
annum, being the minimum Interest Rate for the Bonds. The Issue Margin has been set
at 1.80% per annum. This Interest Rate will apply from (and including) the Issue Date to
(but excluding) the Reset Date. The Interest Rate for the second five year period will be
determined as the Issue Margin plus the Base Rate on the Reset Date (being 6 December
2023). Chorus will announce that Interest Rate via NZX on or shortly after the Reset
Date.

The Bonds are expected to be issued on 6 December 2018 and will mature on 6 December
2028. The Bonds are expected to be quoted on the NZX Debt Market under the ticker
code CNU020.

The full details of the offer are contained in the Final Terms Sheet which is attached.
Unless the context requires otherwise, capitalised terms used in this announcement have
the meaning given to them in the Final Terms Sheet.

The funds raised will be used for general corporate purposes including, given the degree
of oversubscriptions, paying down Chorus’ existing bank facility and partially pre-funding
repayment of its sterling Euro medium term notes.

Joint Lead Managers





0800 269 476 0800 284 017 0800 226 263



0800 367 227 0800 742 737

ENDS



For further information:

Nathan Beaumont
Stakeholder Communications Manager
Phone: +64 4 896 4352
Mobile: +64 (21) 243 8412
Email: Nathan.Beaumont@chorus.co.nz

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: Brett.Jackson@chorus.co.nz

---

Final
Terms Sheet
23 November 2018
Joint Lead Managers:

Final Terms Sheet1
Final Terms Sheet
This Final Terms Sheet sets out the key terms of
the offer (“Offer”) by Chorus Limited (“Chorus”)
of NZ$500,000,000 unsecured, unsubordinated
fixed rate bonds maturing on 6 December 2028,
with the interest rate re-setting on 6 December
2023 (“Bonds”) under its master trust deed dated
30 March 2016 (as amended from time to time)
(“Trust D e e d”) as modified and supplemented by
the supplemental trust deed dated 14 November
2018 (together, “Trust Documents”) entered into
between Chorus and The New Zealand Guardian
Trust Company Limited (“Supervisor”). Unless
the context otherwise requires, capitalised terms
used in this Final Terms Sheet have the same
meaning given to them in the Trust Documents.
Important Notice
The offer of debt securities by Chorus 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 Final Terms Sheet is an offer
of bonds that have identical rights, privileges, limitations and
conditions (except for the interest rate and maturity date) as
Chorus’ bonds maturing on 6 May 2021, which have a fixed
interest rate of 4.12% per annum and are currently quoted
on the NZX Debt Market under the ticker code CNU010
(the “Existing Bonds”).
Accordingly, the Bonds are the same class as the Existing
Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Chorus 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/CNU.
The Existing Bonds are the only debt securities of Chorus
that are currently quoted and in the same class as the Bonds.
Investors should look to the market price of the Existing
Bonds referred to above to find out how the market
assesses the returns and risk premium for those bonds.

Final Terms Sheet2
Key terms of the Bonds
IssuerChorus Limited.
DescriptionUnsecured, unsubordinated, re-setting fixed rate bonds (“Bonds”).
StatusThe Bonds are to be issued pursuant to the Trust Documents. The principal amounts of,
and interest on, the Bonds will be unsubordinated, unsecured, obligations of the Issuer
and rank at least equally with all present and future unsecured and unsubordinated
indebtedness of the Issuer (except indebtedness preferred by law and subject to laws
affecting creditors’ rights generally and equitable principles of general application).
Guarantee
The Bonds are guaranteed by the Guarantors under the Trust Deed. The Guarantee
is an unsecured, unsubordinated obligation of each Guarantor. Currently Chorus
New Zealand Limited is the only Guarantor.
Negative Pledge
The Trust Deed contains a negative pledge which provides that neither the Issuer nor
any Guarantor will create or permit to subsist any Security Interest over its assets except
under certain limited exceptions set out in the Trust Deed.
Purpose
The proceeds of the Offer will be used for general corporate purposes.
Credit RatingIssuer Credit
Rating
Expected Issue
Credit Rating
S&P Global RatingsBBB (Stable)BBB
Moody’sBaa2 (Stable)Baa2
A rating is not a recommendation by any rating organisation to buy, sell or hold Bonds.
The above issuer credit ratings are current as at the date of this Final Terms Sheet and any
rating may be subject to suspension, revision or withdrawal at any time by the assigning
rating organisation.
Issue Amount
NZ$500,000,000
Opening DateWednesday, 14 November 2018
Closing DateBids due by 12pm, Friday, 23 November 2018

Final Terms Sheet3
Rate Set Date
Friday, 23 November 2018
Issue Date and
Allotment Date
Thursday, 6 December 2018
Reset Date
Wednesday, 6 December 2023
Maturity DateWednesday, 6 December 2028
Interest RateThe rate of interest payable on the Bonds will be:
• the Initial Interest Rate for the first five year period; and
• the Reset Interest Rate for the second five year period,
subject to any step-up following a Downgrade Event. See “Interest Rate Structure”
and “Interest Rate Step-up” below for further details.
Initial Interest Rate
4.35% per annum.
The Initial Interest Rate for the Bonds has been set as the higher of:
(a) the minimum Interest Rate of 4.35% per annum (as announced to the market
on 14 November 2018); and
(b) the sum of the Issue Margin and the Base Rate on the Rate Set Date.
The Base Rate on the Rate Set Date was 2.50% per annum and the Issue Margin was set
by Chorus (in conjunction with the Joint Lead Managers) at 1.80% per annum. Accordingly,
the minimum Interest Rate of 4.35% per annum applies to the Bonds.
The Initial Interest Rate will apply for the first five year period from (and including)
the Issue Date to (but excluding) the Reset Date.
Issue Margin
1.80% per annum.
Reset Interest RateThe Interest Rate will be reset on the Reset Date to be the reset interest rate
(“Reset Interest Rate”). The Reset Interest Rate will be the sum of:
• the Issue Margin (1.80% per annum); and
• the Base Rate on the Reset Date.
The Reset Interest Rate will apply for the second five year period from (and including)
the Reset Date to (but excluding) the Maturity Date, and will be announced by Chorus
via NZX on or shortly after the Reset Date.

Final Terms Sheet4
Base Rate
A five-year mid-market rate for a NZD interest rate swap (adjusted to a quarterly
basis as necessary), determined on:
• the Rate Set Date as calculated by the Arranger in consultation with Chorus; and
• the Reset Date as calculated by the Rate Set Calculation Agent in consultation
with Chorus,
according to market convention, with reference to ICAP New Zealand Limited
(Bloomberg: ICNI > NZD Interest Rate Swaps) (or its successor page) rounded
to two decimal places, if necessary, with 0.005 being rounded up.
Rate Set
Calculation Agent
A third party appointed by Chorus to calculate the Base Rate on the Reset Date,
which may include the Arranger or a Joint Lead Manager.
Interest Rate
Structure
The Bonds have a 10 year term. However the Interest Rate will be set for two separate
periods of five years each, with the first fixed rate period being from (and including) the
Issue Date to (but excluding) the Reset Date, the second fixed rate period being from
(and including) the Reset Date to (but excluding) the Maturity Date.
The Interest Rate for the second period referred to above will be determined on the
Reset Date, and that rate could be higher, the same or lower than the Initial Interest Rate
calculated at the Rate Set Date. The minimum Interest Rate will only apply for the first five
year period from the Issue Date to the Reset Date.
Potential investors should consult their financial adviser about this risk before investing
in the Bonds.
No Early
Redemption
There will be no Issuer call or put for holders of Bonds (“Holders”) at the Reset Date.
Holders have no right to require Chorus to redeem their Bonds prior to the Maturity Date,
except if an Event of Default occurs.
Interest Payment
Dates and Interest
Periods
Interest will be payable quarterly in arrear in equal amounts on 6 March, 6 June,
6 September and 6 December of each year up to and including the Maturity Date.
The first Interest Payment Date will be 6 March 2019.
If an Interest Payment Date is not a Business Day, the due date for the payment to
be made on that date will be the next following Business Day and no adjustment
will be made to the amount payable as a result of the delay in payment.
Each Interest Period in respect of an Interest Payment Date is the period from, and
including, the preceding Interest Payment Date (or the Issue Date) to, but excluding,
that Interest Payment Date.
10 Year Term
Issue Date
6 Dec 2018
Interest Rate higher of:
Minimum Interest Rate and
Issue Margin + Base Rate
(Rate Set Date)
Interest Rate:
Issue Margin (Rate Set Date)
+ Base Rate (Reset Date)
Reset Date
6 Dec 2023
Maturity Date
6 Dec 2028

Final Terms Sheet5
Interest Rate
Step-up
If a Downgrade Event exists on the first day of an Interest Period, the interest payable on
the Interest Payment Date applicable to that Interest Period will be the aggregate of the
applicable Interest Rate and the Step-up Margin.
Downgrade Event means:
(a) The credit rating of the Bonds is BB+ or below on S&P Global Ratings’ credit rating
scale (or the equivalent of another internationally recognised rating agency); or
(b) If the Bonds are not rated by at least one internationally recognised rating
agency, either:
(i) the long term corporate credit rating of Chorus is BB+ or below from S&P
(or the equivalent from another internationally recognised rating agency); or
(ii) Chorus does not hold at least one long term corporate credit rating.
Step-up Margin means 1.00 per cent per annum.
Brokerage
Chorus will pay brokerage of 0.50% of the aggregate principal amount of the amount
issued plus 0.50% on firm allocations. Such amounts will be paid to the Arranger who
will distribute as appropriate to primary market participants and approved financial
intermediaries.
Record Date
5.00pm on the tenth calendar day before the due date for that payment or, if that day
is not a Business Day, the preceding Business Day.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for
business in Wellington and Auckland except that in the context of the NZX Listing Rules
it means a day on which the NZX Debt Market is open for trading.
Issue PriceNZ$1.00 per Bond.
Minimum
Application
The minimum application is NZ$5,000, with multiples of NZ$1,000 thereafter.
Approved
Issuer Levy
The Issuer proposes to register the Bonds for approved issuer levy (“AIL”) and, where it is
eligible to do so in respect of interest paid to a non-resident Holder that is subject to the
non-resident withholding tax rules (and unless otherwise elected by the Holder) to pay AIL
in lieu of deducting non-resident withholding tax. If the Bonds qualify for the 0% rate of
AIL, the Issuer intends to apply the 0% rate, otherwise it will apply AIL at the applicable rate.
The amount of any AIL paid will be deducted from payments to you.
Registrar and
Paying Agent
Computershare Investor Services Limited.
The Bonds will be accepted for settlement within the NZClear system.

Final Terms Sheet6
ISIN
NZCNUDT003C6
Transfe rsHolders are entitled to sell or transfer their Bonds at any time subject to the terms of the
Trust Documents, the Selling Restrictions set out below and applicable securities laws and
regulations. Chorus may decline to register a transfer of Bonds for the reasons set out in
the Trust Documents.
The minimum amount of Bonds a Holder can transfer is NZ$1,000, and integral multiples
of NZ$1,000 thereafter. No transfer of Bonds or any part of a Holder’s interest in a Bond
will be registered 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 the minimum
holding of NZ$5,000 (other than zero).
NZX has approved these transfer restrictions in accordance with NZX Debt Market Listing
Rule 11.1.5 on the condition that Chorus will only allot the Bonds in multiples of NZ$1,000.
NZX Quotation
Chorus will take any necessary steps to ensure that the Bonds are, immediately after issue,
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 Final Terms Sheet have
been duly complied with. However, NZX accepts no responsibility for any statement in
this Final Terms Sheet. NZX is a licensed market operator and the NZX Debt Market is a
licensed market under the FMCA.
Quotation Date
Expected to be 7 December 2018.
NZX Debt Market
Ticker Code
CNU020
Selling restrictionsThis is an offer of Bonds to institutional investors and members of the public who are
resident in New Zealand and certain overseas institutional investors only.
Chorus has not taken and will not take any action which would permit a public offering
of Bonds, or possession or distribution of any offering material in respect of the Bonds,
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 a jurisdiction other than New Zealand in
compliance with all applicable laws and regulations in any jurisdiction in which they are
offered, sold or delivered.
The selling restrictions contained in the schedule apply. By purchasing any Bonds, each
Holder agrees to indemnify the Issuer, the Arranger, the Joint Lead Managers, the
Supervisor and each of their respective directors, officers and employees (as applicable)
for any loss, cost, liability or expenses sustained or incurred by the Issuer, the Arranger,
the Joint Lead Managers and the Supervisor, as the case may be, as a result of the breach
by that Holder of the selling restrictions set out in the schedule.

Final Terms Sheet7
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”),
Chorus 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).
Governing Law
New Zealand.
NZX WaiversNZX has granted Chorus a waiver from NZX Debt Market Listing Rule 7.11.1 to allow
allotment of the Bonds to occur within nine business days after the Closing Date.
Other Information
Copies of the Trust Documents are available at
Chorus’ website at www.chorus.co.nz/bonds
Any internet site addresses provided in this Final 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 Final Terms Sheet.
Investors should seek qualified independent financial and
taxation advice before deciding to invest. In particular, you
should consult your tax adviser in relation to your specific
circumstances. Investors will also be personally responsible
for ensuring compliance with relevant laws and regulations
applicable to them (including any required registrations).
For further information regarding Chorus, visit
www.nzx.com/companies/CNU.

Final Terms Sheet8
Issuer
Chorus Limited
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Supervisor
The New Zealand Guardian Trust Company Limited
Level 2, 99 Customhouse Quay
Wellington 6011
Legal advisers to Chorus
Chapman Tripp
Level 14, 10 Customhouse Quay
Wellington 6011
Arranger, Organising Participant
and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
0800 269 476
Joint Lead Managers:
Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1010
0800 284 017
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
0800 226 263
Forsyth Barr Limited
Level 9, Forsyth Barr House
The Octagon
Dunedin 9016
0800 367 227
Hobson Wealth Partners Limited
Level 17, Lumley Centre
88 Shortland Street
Auckland 1010
0800 742 737
Contact Details

Final Terms Sheet9
Set out below are specific selling restrictions that apply
to an offer of the Bonds in the European Economic Area,
Switzerland, the United Kingdom, Australia, Hong Kong,
Japan and Singapore.
These selling restrictions do not apply to an offer of the
Bonds in New Zealand.
These selling restrictions may be modified by Chorus and
the Joint Lead Managers, including following a change in
a relevant law, regulation or directive. Persons into whose
hands the Final Terms Sheet comes are, and each Holder is,
required by Chorus 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.
No person may purchase, offer, sell, distribute or deliver
Bonds, or have in their possession, publish, deliver or
distribute to any person, any offering material or any
documents in connection with the Bonds, in New Zealand
and the jurisdictions set out below other than in compliance
with all applicable laws and regulations and the selling
restrictions set out below relating to those jurisdictions.
A. 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:
• to any legal entity which is a qualified investor as defined
in the Prospectus Directive;
• to fewer than 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the relevant
Joint Lead Manager; or
• 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 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.
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 (and amendments thereto, including
by Directive 2010/73/EU), and includes any relevant
implementing measure in the Relevant Member State.
Schedule – selling restrictions

Final Terms Sheet10
B. Switzerland
This document is not intended to constitute an offer or
solicitation to purchase or invest in the Bonds described
herein. The Bonds may not be publicly offered, sold or
advertised, directly or indirectly, in, into or from Switzerland
and will not be listed on the SIX Swiss Exchange or on any
other exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing
material relating to the Bonds constitutes a prospectus
as such term is understood pursuant to article 652a or
article 1156 of the Swiss Code of Obligations or a listing
prospectus within the meaning of the listing rules of the
SIX Swiss Exchange or any other regulated trading facility
in Switzerland and neither this document nor any other
offering or marketing material relating to the Bonds may
be publicly distributed or otherwise made publicly available
in Switzerland.
C. 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 or the Guarantor(s).
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.
D. Australia
No prospectus or other disclosure document (as defined in
the Corporations Act 2001) in relation to the Bonds has
been or will be lodged with or registered by the Australian
Securities and Investments Commission or the ASX Limited.
No person may:
• 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
• distribute or publish, any draft, preliminary or final form
offering circular or memorandum, advertisement or
other offering material relating to the Bonds in Australia,
unless:
• the offer or invitation is made to sophisticated or
professional investors as respectively defined within
sections 708(8) or 708(11) of the Corporations Act;
• 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 2001; and
• such action complies with all applicable laws and
regulations in Australia.
E. Hong Kong
No Bonds have been offered or sold or will 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 purposes 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 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.

Final Terms Sheet11
F. 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.
G. Singapore
This Terms Sheet has not been and will not be registered
as a prospectus with the Monetary Authority of Singapore.
Accordingly, the Bonds may not be offered or sold or made
the subject of an invitation for subscription or purchase,
and neither this Terms Sheet nor any other document or
material may be circulated or distributed 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.