Issue of CIP2 equity securities

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

Email: company.secretary@chorus.co.nz





STOCK EXCHANGE ANNOUNCEMENT

23 January 2019


Issue of CIP2 equity securities

Chorus has issued further CIP2 equity securities to Crown Infrastructure Partners
Limited (CIP) as set out in the attached notices.





ENDS



For further information:

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

---

Chorus Limited
NZX Client Market Services
NZX Limited
Wellington


23 January 2019

NOTIFICATION OF ISSUE OF SECURITIES

For the purposes of Listing Rule 7.12.1 Chorus Limited (NZX: CNU) (Chorus) advises that the
following securities have been issued pursuant to the terms of the subscription agreement
between Chorus and Crown Infrastructure Partners Limited (CIP) dated 26 January 2017 and
amended 30 August 2017 (UFB2 Subscription Agreement):

a) Class of Securities CIP2 Equity Securities (unquoted)
ISIN Not applicable
b) Number issued 5,624,548
c) Issue price $1.00 per CIP2 Equity Security
d) Payment Cash
e) Amount paid up Paid in full
f) Principal terms of Securities
(other than for Quoted
Securities)
CIP2 Equity Securities are redeemable preference
shares carrying no right to vote at meetings of
holders of ordinary Chorus shares, but entitle the
holder to a right to a repayment preference on
liquidation. Dividends will become payable on a
portion of the CIP2 Equity Securities from 2030
onwards, with the portion of CIP Equity Securities
that attract dividends increasing over time.
Further information regarding the terms of the CIP2
Equity Securities is set out in the summary of CIP2
Securities which is available at
https://company.chorus.co.nz/reports.
g) Percentage of the total Class
of Securities issued
1.86% of those CIP2 Equity Securities eligible to be
issued under this programme.
h) Reason for issue Call notice issued by Chorus to CIP on 18 January
2019 pursuant to the terms of the UFB2 Subscription
Agreement
i) Specific authority for issue Board resolution passed on 24 August 2018
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington 6140
New Zealand
Email: company.secretary@chorus.co.nz

Chorus Limited

j) Terms or details of issue The terms of issue are as set out in the UFB2
Subscription Agreement. Further information
regarding the terms of the CIP2 Equity Securities is
set out in the summary of CIP2 Securities which is
available at https://company.chorus.co.nz/reports.
k) Total number of Securities of
Class after issue
29,893,529 (unquoted)
l) Treasury Stock (acquisition
only)
Not applicable
m) Date of issue 22 January 2019



Yours faithfully

Elaine Campbell
General Counsel & Company Secretary

---

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13


Name of entity
Chorus Limited (“Chorus”)

ABN
152 485 848

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

CIP2 Equity Securities


2
Number of
+
securities issued or
to be issued (if known) or
maximum number which may be
issued

5,624,548 CIP2 Equity Securities




3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)

The CIP2 Equity Securities are redeemable preference
shares carrying no right to vote at meetings of holders of
ordinary Chorus shares, but entitle the holder to a right
to a repayment preference on liquidation.

The terms of the issue for the CIP2 Equity Securities are
as set out in the subscription agreement between Chorus
and Crown Infrastructure Partners Limited (CIP) dated
26 January 2017 and amended 30 August 2017 (UFB2
Subscription Agreement). Further details are set out in
the summary of CIP2 Securities which is available at
https://company.chorus.co.nz/reports.

4
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
CIP2 Equity Securities

No.
On a liquidation or winding up of Chorus, holders of CIP2
Equity Securities will have the right to repayment of the
issue price ranking behind creditors of Chorus but ahead
of ordinary Chorus shares. The CIP2 Equity Securities
will otherwise carry no right to share in the surplus assets
of Chorus on winding up or liquidation.




5 Issue price or consideration

$NZ1.00 per CIP2 Equity Security



6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
Call notice issued by Chorus to CIP on 18 January 2019
pursuant to the terms of the UFB2 Subscription
Agreement. The funds are to be used by Chorus in the
construction of the Ultra-Fast Broadband network in
New Zealand.


6a
Is the entity an
+
eligible entity
that has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/a


6b The date the security holder
resolution under rule 7.1A was
passed
N/a


6c
Number of
+
securities issued
without security holder approval
under rule 7.1
N/a


6d
Number of
+
securities issued
with security holder approval
under rule 7.1A
N/a

6e
Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/a


6f
Number of
+
securities issued
under an exception in rule 7.2
N/a


6g
If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/a


6h
If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
N/a


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/a


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro rata
entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.

22 January 2019







Number
+
Class
8
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



436,075,010

500,000,000
Fully paid ordinary shares

Euro Medium Term Notes

Number:
+
Class
9
Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



29,893,529


387,813,517


387,813,517


11,231,929
CIP2 Equity Securities
(unquoted)

CIP1 Equity Securities
(unquoted)

CIP1 Debt Securities
(unquoted)

CIP1 Warrants (unquoted)


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
CIP2 Equity Securities
To the extent they have not been redeemed,
dividends will become payable on an increasing
proportion of the CIP2 Equity Securities from 2030
onwards. The dividend rate on the CIP2 Equity
Securities will be equal to a reference rate plus a
margin of 6% per annum.
Chorus is not obliged to declare any dividend on
CIP2 Equity Securities in respect of any period, but
if it does not make a scheduled dividend on the
CIP2 Equity Securities it may not make any
distribution on ordinary shares until a subsequent
dividend on the CIP2 Equity Securities is paid in
full. The dividends payable on the CIP2 Equity
Securities are non-cumulative.
If at any time Chorus' credit rating is three notches
or more below its initial rating, no dividends will
be scheduled or payable on the CIP2 Equity
Securities.
Further details of the dividends for the CIP2 Equity
Securities are set out in the summary of CIP2
Securities which is available at
https://company.chorus.co.nz/reports.


Part 2 - Pro rata issue

11 Is security holder approval
required?

N/a




12 Is the issue renounceable or non-
renounceable?
N/a

13
Ratio in which the
+
securities will
be offered
N/a


14
+
Class of
+
securities to which the
offer relates
N/a


15
+
Record date to determine
entitlements
N/a


16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
N/a


17 Policy for deciding entitlements
in relation to fractions

N/a


18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/a


19 Closing date for receipt of
acceptances or renunciations
N/a

20 Names of any underwriters

N/a


21 Amount of any underwriting fee
or commission
N/a


22 Names of any brokers to the issue
N/a


23 Fee or commission payable to the
broker to the issue
N/a


24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/a


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/a


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/a

27 If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
N/a


28 Date rights trading will begin (if
applicable)
N/a


29 Date rights trading will end (if
applicable)


N/a


30 How do security holders sell their
entitlements in full through a
broker?
N/a


31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
N/a



32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
N/a


33
+
Issue date


N/a

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34
Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents

35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities


Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)

Number
+
Class
42
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may quote
the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the
+
securities to be quoted complies with the law and is not for an
illegal purpose.

 There is no reason why those
+
securities should not be granted
+
quotation.

 An offer of the
+
securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the Corporations
Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this
warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and that
no-one has any right to return any
+
securities to be quoted under sections 737,
738 or 1016F of the Corporations Act at the time that we request that the
+
securities be quoted.

 If we are a trust, we warrant that no person has the right to return the
+
securities
to be quoted under section 1019B of the Corporations Act at the time that we
request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim,
action or expense arising from or connected with any breach of the warranties in this
agreement.

4 We give ASX the information and documents required by this form. If any information
or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and complete.



Sign here: ......................................................... Date: 22 January 2019
(Director/Company Secretary)

Print name: Elaine Campbell

== == == == ==