Precinct announces opening of $20 million retail offer

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
NZX announcement – 22 February 2019
Precinct announces opening of $20 million retail offer

Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) is pleased to announce the
opening of its $20 million fully underwritten retail offer which forms part of its $150 million capital
raising announced on 19 February 2019. Precinct has the ability to accept oversubscriptions
of up to $10 million at its discretion.
Eligible New Zealand resident shareholders will receive their personalised application forms to
apply for up to a maximum of $50,000 of new shares per shareholder at an issue price of $1.48
per new share. Shareholders can apply online at www.shareoffer.co.nz/precinct
until 5.00pm
(NZ Time) on 5 March 2019.
The Retail Share Offer Document will be sent to eligible shareholders today and can be found
at www.shareoffer.co.nz/precinct
.

Record Date 18 February 2019
Offer Document, Application Forms to be sent to Eligible
Shareholders
22 February 2019
Opening Date 22 February 2019
Closing Date for the Offer (last day for online
applications, or for receipt of the Acceptance Form,
with payment)
5 March 2019
Allotment of New Shares under the Offer (Issue Date)
and trading commencement of New Shares
11 March 2019
Payment date for next dividend following Offer 27 March 2019

Ends

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

For further information, please contact:
Scott Pritchard
Chief Executive Officer
Office: +64 9 927 1640
Mobile: +64 21 431 581
Email: scott.pritchard@precinct.co.nz

George Crawford
Chief Operating Officer
Office: +64 9 927 1641
Mobile: +64 21 384 014
Email: george.crawford@precinct.co.nz

Richard Hilder
Chief Financial Officer
Office: +64 9 927 1645
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz

About Precinct (PCT)
Precinct is New Zealand’s only listed city centre specialist investing predominately in premium
and A-grade commercial office property. Listed on the NZX Main Board, PCT currently owns
Auckland’s PwC Tower, AMP Centre, ANZ Centre (50%), Zurich House, HSBC House, Mason Bros.
Building, 12 Madden Street, 10 Madden Street and Commercial Bay; and Wellington’s AON
Centre, Dimension Data House, No. 1 and No. 3 The Terrace, Pastoral House, Mayfair House
and Bowen Campus.

---

DIRECTORY
APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT
Issuer
Share Registry
Precinct Properties New Zealand Limited
Level 12, 188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
Joint Lead ManagersLegal Advisors to Precinct
First NZ Capital Securities Limited
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
Chapman Tripp
Level 38, ANZ Centre
23-29 Albert Street
Auckland, 1010
Credit Suisse (Australia) Limited
1 Macquarie Place
Level 31
Sydney, NSW 2000
Australia
P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D O F F E R D O C U M E N T
R E T A I L S H A R E O F F E R
20 FEBRUARY 2019
This is an important document. You should read the whole
document before deciding whether to subscribe for shares.
If you have any doubts as to what you should do, please consult
your broker, financial investment or other professional advisor.
Joint Lead Managers

02
IMPORTANT INFORMATION
IMPORTANT INFORMATION
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL SHARE OFFER 2019
GENERAL INFORMATION
This Offer Document has been prepared by Precinct Properties
New Zealand Limited (“Precinct”) in connection with an offer of
New Shares under a share purchase plan (with provision for
oversubscriptions through an additional share placement)
(“Offer”). The Offer is made under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013. This
document is not a product disclosure statement or prospectus
and does not contain all of the information which may be
required in order to make an informed investment decision
about the Offer or Precinct.
ADDITIONAL INFORMATION AVAILABLE UNDER
CONTINUOUS DISCLOSURE OBLIGATIONS
Precinct is subject to continuous disclosure obligations under the
Listing Rules. You can find market releases by Precinct at
www.nzx.com under the code “PCT”.
Precinct may, during the offer, make additional releases to NZX.
No release by Precinct to NZX will permit an applicant to
withdraw any previously submitted application without Precinct’s
consent, whether or not there has been any permissible variation
of the Offer.
The market price for the Shares may change between the date
this Offer opens, the date you apply for Shares under the Offer,
and the date on which the Shares are allotted to you.
Accordingly, the price paid for Shares issued under the Offer
may be higher or lower than the price at which Shares are
trading on the NZX Main Board at the time the Shares are issued
under the Offer. The market price of New Shares following
allotment may be higher or lower than the Issue Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with
the Offer to Eligible Shareholders with a registered address in
New Zealand. This Offer Document does not constitute an offer
or invitation in any place in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person
outside New Zealand in circumstances in which the Offer or
distribution of this Offer Document would be unlawful. The
distribution of this Offer Document (including an electronic copy)
outside New Zealand may be restricted by law. In particular, this
Offer Document may not be distributed to any person, and the
New Shares may not be offered or sold, in any country outside
New Zealand except to the extent Precinct may otherwise
determine in compliance with applicable laws.
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. Precinct
disclaims all liability to such persons.
CHANGES TO THE OFFER
Subject to the Listing Rules, Precinct reserves the right to alter the
dates set out in this Offer Document. Precinct reserves the right
to withdraw the Offer and the issue of New Shares at any time
before the Allotment Date at its absolute discretion.
NO GUARANTEE
No guarantee is provided by any person in relation to the New
Shares to be issued under the Offer. Likewise, no warranty is
provided with regard to the future performance of Precinct or
any return on any investments made pursuant to this Offer
Document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to acquire New Shares nor does it amount to
financial product advice. This Offer Document has been
prepared without taking into account the particular needs or
circumstances of any investor, including their investment
objectives, financial and/or tax position.
PRIVACY
Any personal information you provide online or on the
Application Form will be held by Precinct and/or the Share
Registrar at the addresses set out in the Directory. This information
will be used for the purposes of administering your investment in
Precinct. This information will only be disclosed to third parties
with your consent or if otherwise required by law. Under the
Privacy Act 1993, you have the right to access and correct any
personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Primary
Market Participant, or your solicitor, accountant or other
professional advisor. If you have any questions about the number
of New Shares shown on the Application Form that accompanies
this Offer Document, or how to apply online or complete the
Application Form, please contact the Share Registrar.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary at the back of this Offer
Document.

03
LETTER FROM THE CHAIR
LETTER FROM THE CHAIR
20 February 2019
Dear Shareholder
On behalf of the directors of Precinct, I am pleased to offer you the opportunity to participate in our Retail Share Offer. Eligible
Shareholders have the opportunity to acquire additional Shares for an Issue Price of $1.48 without incurring brokerage or other
transaction costs.
The Retail Share Offer is part of Precinct’s equity raising initiative announced on 19 February 2019, details of which can be found at
www.nzx.com under the ticker “PCT”. Precinct is raising $20 million through the Retail Share Offer (with the ability to accept
oversubscriptions of up to $10 million at its discretion), which will be in addition to the $130 million already raised by Precinct under the
Placement.
The board acknowledges that while the equity raising is not structured as a rights offer, the structure is fair for all our existing
shareholders. All shareholders (unless restricted due to legal constraints) will be able to participate fairly in the equity raising through
either the Placement or Retail Share Offer and should scaling be required, it will be done in reference to existing shareholder holdings.
This structure of offer provides Precinct greater execution certainty and reduced transaction costs compared with a rights offer.
Capital raise to strengthen Precinct’s balance sheet through continuing transformation
Precinct's 20:20 strategy is to transform the business through key developments, continued commitment to sell non-core assets and
significant uplift in portfolio quality. We have successfully progressed this strategy over the last four years with:
• key development milestones achieved including the completion of Wynyard Quarter Stage One, and Charles Fergusson Building;
• construction well underway at Bowen State Building in Wellington and Commercial Bay in Auckland, with both expected to
complete within the next year;
• the commitment to the Wynyard Stage Two and the One Queen Street developments;
• the divestment of SAP Tower, 80 The Terrace and half of the ANZ Centre;
• the weighted average lease term increasing to 8.5 years (2012: 5.9 years);
• the average age of the portfolio reducing to 12 years (2012: 21.0 years); and
• net annual dividend expected to increase to 6.00 cps in 2019 (5.04 cps in 2012).
Looking forward, we continue to have a clear strategy to achieve growth for our shareholders and enhance our business by
transforming the portfolio into a higher quality set of assets. Our development pipeline includes our committed projects; One Queen
Street and Wynyard Quarter Stage 2, and our future opportunities; Bowen Campus Stage Two and Wynyard Stages 3 and 4. These
future developments provide us with significant further value accretive growth opportunities with an estimated aggregate spend of
$300+ million between 2020 and 2022. Precinct’s intention to raise $150 million of equity through the underwritten Placement and this
Retail Share Offer will allow Precinct to repay bank debt and further supports our future development opportunities by providing
additional funding capacity.
Retail Share Offer
The Retail Share Offer is available to all shareholders in New Zealand. It gives all Eligible Shareholders the opportunity to invest up to
$50,000 in New Shares in Precinct. The Issue Price per Share is $1.48 – the same price as Shares issued to investors under the Placement.
The Retail Share Offer (excluding the discretionary oversubscription amount) is underwritten by First NZ Capital Group Limited and
Credit Suisse (Australia) Limited.
All shares issued pursuant to the equity offer will qualify for Precinct’s second-quarter dividend of 1.50 cps (plus imputation credits)
which will be paid on 27 March 2019.
After reading the accompanying Offer Document, the Board encourages you to seek financial, investment, or other professional
advice from a qualified professional advisor and that you take your time to consider this Offer. Additional information can be found at
www.shareoffer.co.nz/precinct and in the investment presentation we have released to NZX.
On behalf of the Board, I welcome your participation in this Offer.
Best wishes
Craig Stobo
Chairman
Precinct Properties New Zealand Limited

04
PART 1: KEY TERMS OF THE OFFER
PART 1: KEY TERMS OF THE OFFER
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL SHARE OFFER 2019
Equal participation
Each Eligible Shareholder has the right to apply for the same dollar amount of New Shares, and on
the same terms and conditions, as each other Eligible Shareholder.
Issuer
Precinct Properties New Zealand Limited.
Eligible Shareholder
A Shareholder who, at 5.00pm on the Record Date, was recorded in Precinct’s share register as
being a Shareholder and whose address is shown in Precinct’s share register as being in New
Zealand.
Application amount and scaling
If you choose to participate in the Offer, you can apply for any amount of New Shares up to a
maximum value of $50,000 of New Shares.
Precinct is accepting applications for up to $20 million of New Shares in aggregate, plus up to
$10 million of New Shares in oversubscriptions at its discretion. If Precinct receives applications for
more than this amount of New Shares in aggregate (or elects not to accept more than $20 million)
applications will be scaled down. Precinct will scale back applications by reference to the holding
of Existing Shares at the Closing Date.
Issue Price
$1.48, being the same price paid by investors in the Placement.
Underwriting
The Offer (excluding the discretionary oversubscription amount) is underwritten by First NZ Capital
Group Limited and Credit Suisse (Australia) Limited.
When to apply
Applications must be received by 5.00pm on the Closing Date (5 March 2019, unless extended).
How to applyApplications can be made online at www.shareoffer.co.nz/precinct or by completing the enclosed
Application Form and returning it to the Share Registrar together with payment in New Zealand
dollars. If a postal application is made please allow plenty of time for it to be received by us.
Receiving your New Shares
You will receive your New Shares on the Allotment Date (11 March 2019, unless extended).

05
PART 2: IMPORTANT DATES
PART 2: IMPORTANT DATES
Record Date
5.00pm (NZ time) 18 February 2019
Announcement of the Offer
19 February 2019
Opening Date for the Offer
22 February 2019
Offer Document, Application Forms sent to Eligible
Shareholders
22 February 2019
Closing Date for the Offer (last day for online
applications, or for receipt of the Acceptance Form,
with payment)
5 March 2019
Allotment of New Shares under the Offer (Issue Date)
and trading commencement of New Shares
11 March 2019
Allotment statements mailed
Within 5 Business Days of the Issue Date, being no later than 18 March 2019
These dates are subject to change and are indicative only. Precinct reserves the right to amend this timetable (including by extending
the Closing Date of the Offer) subject to applicable laws and the Listing Rules. Precinct reserves the right to withdraw the Offer and the
issue of New Shares at any time before the Issue Date at its absolute discretion.

06
PART 3: QUESTIONS AND ANSWERS
PART 3: QUESTIONS AND ANSWERS
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL SHARE OFFER 2019
WHAT IS THE OFFER?
The Offer allows Eligible Shareholders to purchase New Shares in
Precinct without incurring any brokerage fees.
All New Shares issued under the Offer will be of the same class as,
and rank equally with, all Existing Shares in Precinct currently on
issue. The Offer (excluding the discretionary oversubscription
amount) is underwritten by the Underwriters.
AM I ELIGIBLE TO PARTCIPATE?
This Offer Document is only being sent by Precinct to Eligible
Shareholders. The distribution of this Offer Document (including
an electronic copy) outside New Zealand may be restricted by
law. Any failure to comply with such restrictions may contravene
applicable securities law. Precinct disclaims all liability to such
persons.
HOW MANY NEW SHARES CAN I PURCHASE?
If you choose to participate in the Offer, you can apply for any
number of New Shares to a maximum value of $50,000 of New
Shares.
Precinct is accepting applications for up to $20 million of New
Shares in aggregate. If Precinct receives applications for more
than this amount of New Shares in aggregate, applications will
be scaled down. At its discretion, Precinct may accept up to
$10 million of New Shares in oversubscriptions. Precinct will scale
back applications by reference to the holding of Existing Shares
at the Closing Date.
WHAT IS THE ISSUE PRICE FOR THE NEW SHARES?
The Issue Price for the New Shares is $1.48, being the same price
paid by investors in the Placement.
The market price of New Shares may change between the date
this Offer opens, the date you apply for New Shares under the
Offer and the date on which New Shares are allotted to you. As
a result, the Issue Price may be higher, equal to or lower than the
price at which Precinct’s Shares are trading on the NZX Main
Board at the time the New Shares are allotted to you. There is no
certainty that New Shares will trade at or above the Issue Price
following the issue of New Shares under the Offer. Therefore, you
should seek your own financial advice in relation to this Offer and
your participation under it. Precinct’s current share price is
quoted on the NZX website: www.nzx.com
Further information about Precinct, including its most recent
financial statements, can be obtained from Precinct’s website:
www.precinct.co.nz. You may obtain, free of charge, the most
recent annual report and financial statements of Precinct by
contacting Precinct (for details, please refer to the Directory on
the back cover of this Offer Document). You are also
recommended to monitor Precinct’s market announcements
through the NZX website.
DO I HAVE TO PARTICIPATE IN THE OFFER?
No, participation in the Offer is entirely voluntary.
HOW DO I APPLY FOR NEW SHARES UNDER THE OFFER?
Apply online at www.shareoffer.co.nz/precinct or follow the
instructions set out on the personalised Application Form. You will
require your CSN / Holder Number to apply online.
If you apply by using the enclosed Application Form, please send
your completed Application Form with your payment by cheque
or direct credit as set out in the instructions on the Application
Form to the Share Registrar by 5.00pm on the Closing Date. If the
exact amount of money is not tendered, Precinct reserves the
right not to accept all or part of your payment. In those
circumstances, Precinct will return your application and cheque
or refund all or part of your payment (without interest).
If an application is rejected, all of the amounts paid will be
refunded to the relevant applicant. All refunds will be made
without interest. Precinct may choose to accept late
applications, but has no obligation to do so. Precinct may
accept or reject any online application or Application Form
which it considers is not completed correctly, and may correct
any errors or omissions on any online application or Application
Form.
Once submitted, you will not be able to withdraw or revoke your
application.
HOW MANY NEW SHARES WILL I RECEIVE?
You will receive the number of New Shares equal to the amount
of New Shares you have applied for and payment has been
received in respect of (subject to scaling as described above). If,
the dollar amount of New Shares you have applied for (or are
allocated) does not equal a whole number of New Shares once
divided by the Issue Price, the number of New Shares allotted to
you will be rounded down to the nearest New Share. Any
difference due to rounding or under $5 will be retained by
Precinct.
Precinct is accepting applications for up to $20 million of New
Shares in aggregate, plus up to $10 million of New Shares in
oversubscriptions at its discretion. If Precinct receives
applications for more than this amount of New Shares in
aggregate, it will scale back the number of Shares to be allotted
to each applicant under the Offer as described above and in
accordance with clause 8 of the terms and conditions.
HOW LONG IS THE OFFER OPEN FOR AND WHEN WILL I
RECEIVE MY NEW SHARES?
The Offer opens on 22 February 2019 and is expected to close on
5 March 2019, unless extended. If you want to participate in the
Offer you should ensure that you apply online or by returning the
enclosed Application Form and payment (by cheque or direct
credit) by 5.00pm on the Closing Date.
Please allow adequate time for mail deliveries. Applications
received after this time may not be accepted.
You will receive the New Shares issued to you under the Offer on
the Allotment Date, which is currently expected to be on
11 March 2019 (unless extended). A statement confirming the
number of New Shares issued to you under the Offer will be sent
to you no later than 5 Business Days after the Allotment Date.

07
PART 3: QUESTIONS AND ANSWERS
Precinct may, subject to the Listing Rules and applicable laws,
extend the Closing Date and the Allotment Date.
ARE THERE ANY CONDITIONS TO THE OFFER?
No. However, if Precinct cancels the Offer for any reason, all
application monies will be returned to applicants and no New
Shares will be allotted under the Offer. No interest will be
payable on any monies returned to applicants.
WHAT IF I OWN SHARES THROUGH A TRUSTEE OR
CUSTODIAN OR OWN SHARES IN MORE THAN ONE
CAPACITY?
If you own Shares through a trustee or Custodian, then, subject
to certain certification requirements and other conditions, you
may instruct the trustee or Custodian to purchase New Shares on
your behalf. If you own Shares through a trustee or Custodian
and also own Shares in your own name, then you may either
purchase New Shares yourself or instruct your trustee or
Custodian to purchase New Shares on your behalf. You may not
do both.
If you are a Custodian, or hold shares through a Custodian,
please refer to clause 3 of the terms and conditions.
IS THIS OFFER TRANSFERABLE TO ANOTHER PERSON?
No. This offer is personal to you and you may not transfer your
right to purchase New Shares under the Offer to anyone else.
WILL THE NEW SHARES BE QUOTED?
Yes, the New Shares will be quoted on the NZX Main Board.
Precinct will take any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on the NZX Main
Board. The NZX Main Board is a licensed market operated by NZX
Limited which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. NZX accepts no
responsibility for any statements in this document.
It is expected that you will be able to commence trading the
New Shares allotted to you under the Offer on the NZX Main
Board on the Allotment Date (being 11 March 2019, unless
extended).
IF I CHOOSE NOT TO PARTICIPATE IN THE OFFER WILL MY
SHAREHOLDING BE DILUTED?
If you do not participate in the Offer, your shareholding in
Precinct will be diluted. For example, a shareholder holding 5.0%
of the issued Shares in Precinct before the Offer who does not
participate in the Offer will own approximately 4.6% of the issued
Shares in Precinct after the Offer (after taking into account the
$130 million new shares issued under the Placement and
assuming the amount to be raised in the Offer of $20 million (i.e.
excluding any oversubscriptions) is fully subscribed and the New
Shares are issued at $1.48 per New Share).
The Application Form details the approximate amount of shares
that you can apply for to maintain your same percentage
holding taking into account the Placement and assuming that
$150 million is raised in total across the Placement and the Offer.
While Precinct has attempted to make the Offer as fair as
possible for Eligible Shareholders by increasing the individual
application cap from the typical $15,000 to $50,000 and with any
scaling to be in reference to individual shareholdings, the Offer is
not a pro-rata offer and even if you participate in the Offer, your
shareholding percentage in Precinct may change. Whether your
shareholding in Precinct increases or decreases will depend on
the amount of New Shares you apply for, how many Shares you
hold on the Record Date and Closing Date and how many New
Shares other Eligible Shareholders apply for and are allotted
under the Offer.
WHAT IS PRECINCT’S DIVIDEND POLICY?
Precinct’s dividend policy is to pay out approximately 90% of net
operating income after tax as dividends, with the retained
earnings being used to fund the capital expenditure required to
maintain the quality of Precinct’s property portfolio.
The Board considers the dividend policy represents a more
sustainable approach to maximising long term returns for
Precinct’s shareholders. The payment of dividends is not
guaranteed by Precinct and Precinct’s dividend policy may
change from time to time.
The New Shares issued under the Offer qualify for Precinct’s
second-quarter dividend, which is expected to be paid on
27 March 2019.
WHY ARE NOT ALL SHAREHOLDERS ELIGIBLE TO
PARTICIPATE IN THE OFFER?
Precinct considers that the legal requirements of jurisdictions
other than New Zealand are such that it would be unduly
onerous for Precinct to make the Offer in those jurisdictions. This
decision was made having regard to the small number of
Shareholders in such overseas jurisdictions and the costs of
complying with overseas legal requirements.
UNDERWRITING AGREEMENT
The Offer (excluding the discretionary oversubscription amount)
is underwritten by First NZ Capital Group Limited and Credit Suisse
(Australia) Limited (together, the "Underwriters"). This means that
the Underwriters will subscribe at the Issue Price for any New
Shares that are not taken up by Eligible Shareholders under the
Offer in accordance with the terms of the Underwriting
Agreement.
FURTHER ASSISTANCE
If you have any further questions about the Offer, please contact
your broker or financial, investment or other professional advisor
before making your investment decision.

08
PART 4: TERMS AND CONDITIONS OF THE OFFER
PART 4: TERMS AND CONDITIONS OF THE OFFER
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL SHARE OFFER 2019
1. ELIGIBLE SHAREHOLDERS
1.1
You may participate in the Offer if you are an Eligible
Shareholder.
1.2
Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder
and the certificate on the online application or the
Application Form is taken to have been given by all of
them.
1.3
If you are an Eligible Shareholder, your rights under this
offer are personal to you and not renounceable, so you
may not transfer them.
2. ISSUE PRICE AND NUMBER OF NEW SHARES
2.1
The Issue Price for the New Shares is $1.48, being the
same price paid by investors in the Placement.
2.2
You will receive the number of New Shares equal to the
amount of New Shares you have applied for and
payment has been received in respect of (subject to
scaling as described in clause 8). If, the dollar amount of
New Shares you have applied for (or are allocated)
does not equal a whole number of New Shares once
divided by the Issue Price, the number of New Shares
allotted to you will be rounded down to the nearest
New Share. Any difference due to rounding or under $5
will be retained by Precinct.
2.3
Subject to clause 3.2, if you are an Eligible Shareholder
you can apply for any number of New Shares to a
maximum application value of $50,000. The number of
New Shares that you receive on the Allotment Date
(being 11 March 2019, unless extended) may also be
subject to scaling as described in clause 8.
2.4
Eligible Shareholders may only make one application.
This applies to all Eligible Shareholders, including those
who receive more than one offer under the Offer (for
example, because they hold Shares in more than one
capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or
her own behalf.
3. CUSTODIANS
3.1
Any Eligible Shareholder that:
a. is a trustee corporation or a nominee company and
holds Shares in Precinct by reason only of acting for
another person in the ordinary course of business of
that trustee corporation or nominee company; or
b. holds Shares in Precinct by reason only of being a
bare trustee of a trust to which the Shares are subject
and is permitted to operate as a custodian under all
relevant laws,
is a Custodian under the Offer (“Custodian”).
3.2
Custodians may apply to purchase New Shares under
this Offer but only up to the total value of New Shares it is
validly directed to apply for on behalf of each
beneficial owner for whom the Custodian acts as a
Custodian. Custodians must confirm to Precinct that
they are holding Shares as a Custodian for those
beneficial owners by providing the written certification
to Precinct described in clause 3.3 below. Each
beneficial owner may only direct the Custodian to apply
on behalf of that beneficial owner for New Shares as
described in clauses 2.2 and 2.3.
3.3
If a Custodian applies to purchase New Shares on
behalf of one or more beneficial owners, the Custodian
must certify to Precinct in writing by validly completing
the online application or Application Form that:
a. the Custodian holds Shares directly or indirectly as a
Custodian for beneficial owners;
b. the beneficial owner on whose behalf the Custodian
is submitting an application is not making a separate
application as an Eligible Shareholder for New Shares
under the Offer;
c. each beneficial owner (or the beneficial owner’s
agent) has instructed the Custodian to apply for, and
accept, under the Offer the dollar amount of New
Shares set out in the online application or on the
Application Form (or in a schedule attached to an
Application Form); and
d. no other Custodian is submitting an application under
the Offer for that beneficial owner.

09
PART 4: TERMS AND CONDITIONS OF THE OFFER
4. COMPLETING AN APPLICATION AND PAYING FOR
SHARES
If you wish to participate in the Offer, you must
complete your application online at
www.shareoffer.co.nz/precinct, or return the enclosed
Application Form to the Share Registrar at the address
set out in the Directory. If you apply using the enclosed
Application Form, you must provide payment by
cheque or direct credit in New Zealand dollars, for the
amount of New Shares you have specified as applying
for on the Application Form. Cheques must be drawn on
a New Zealand bank account.
5. PRECINCT'S DISRETION TO ACCEPT OR REJECT
APPLICATIONS
5.1
Precinct has complete discretion to accept or reject
your application to purchase New Shares under the
Offer, including (without limitation) if:
a. your online application or Application Form is
incorrectly completed, incomplete or otherwise
determined by Precinct to be invalid;
b. your payment is dishonoured or has not been
completed correctly;
c. the cheque that you enclose with your Application
Form or your direct credit is not in New Zealand dollars
for the exact amount of New Shares that you have
specified on the Application Form;
d. your application is received after the Closing Date.
While Precinct has discretion to accept late
applications and payment, there is no assurance that
it will do so. Late applications and payment, if not
processed, will be returned to you at your registered
address within 5 Business Days of the Allotment Date
or within 5 Business Days of the date of receipt in
respect of any late applications received after the
Allotment Date;
e. Precinct believes that you are not an Eligible
Shareholder or Custodian; or
f. Precinct considers that your application does not
otherwise comply with these terms and conditions.
5.2
No interest will be paid on any application monies
returned to you. Any refunds for whatever reason will be
paid to you either by direct credit to your bank account
(if those details are held by the Share Registrar) or by
cheque mailed within 5 Business Days of the Allotment
Date or, in respect of late applications received after
the Allotment Date, within 5 Business Days of the date of
receipt.
6. PRECINCT'S DISCRETION TO ACCEPT OR REJECT
APPLICATION
6.1
If you apply to purchase New Shares under the Offer, by
completing and returning an application:
a. your application, on these terms and conditions, will
be irrevocable and unconditional (i.e. it cannot be
withdrawn);
b. you certify to Precinct that you are an Eligible
Shareholder entitled to apply for New Shares under
these terms and conditions;
c. you acknowledge that the Offer may not proceed;
d. you certify that your acceptance of the Offer will not
be, or cause, a breach of any law in any jurisdiction;
e. you agree to be bound by the constitution of
Precinct, which you may download for free from the
Companies Office website: https://companies-
register.companiesoffice.govt.nz/
f. you authorise Precinct (and its officers or agents) to
correct any error in, or omission from, your application
and to complete your application by the insertion of
any missing details;
g. you acknowledge that Precinct may at any time
irrevocably determine that your application is valid, in
accordance with these terms and conditions, even if
the application is incomplete, contains errors or is
otherwise defective;
h. you accept the risk associated with any refund that
may be despatched to you by cheque to your
address shown on Precinct’s share register;
i. you agree to indemnify Precinct for, and to pay to
Precinct within 5 Business Days of demand, any
dishonour fees or other costs Precinct may incur in
presenting a cheque for payment which is
dishonoured;
j. you acknowledge that none of Precinct, its advisors or
agents has provided you with investment advice or
financial product advice, and that none of them has
an obligation to provide advice concerning your
decision to apply for and purchase New Shares under
the Offer;
k. you acknowledge the risk that the market price for
the shares may change between the date of this offer
and the Allotment Date. A change in market price
during this period may affect the value of the New
Shares you received under the Offer;
l. you acknowledge that Precinct is not liable for any
exercise of its discretions referred to in these terms and
conditions; and
m.you irrevocably and unconditionally agree to these
terms and conditions and agree not to do any act or
thing which would be contrary to the spirit, intention
or purpose of the Offer.

10
PART 4: TERMS AND CONDITIONS OF THE OFFER
PART 4: TERMS AND CONDITIONS OF THE OFFER (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL SHARE OFFER 2019
7. ISSUE PRICE
You agree to pay the Issue Price per New Share up to
the maximum amount you have specified on your online
application or the Application Form.
8. SCALING
8.1
Precinct is accepting applications for up to $20 million of
New Shares in aggregate, plus up to $10 million of New
Shares in oversubscriptions at its discretion. If Precinct
receives applications for more than this amount of New
Shares in aggregate, applications will be scaled down.
Precinct will scale back applications by reference to the
holding of Existing Shares at the Closing Date of the
Offer.
8.2
If your application is scaled, your application monies will
be greater than the value of the New Shares you will be
allotted. The difference will be refunded to you either by
direct credit to your bank account (if those details are
held by the Share Registrar) or by cheque mailed within
5 Business Days of the Allotment Date. No interest will be
paid on any application monies returned to you.
9. THE NEW SHARES
9.1
The New Shares issued under the Offer will rank equally
with, and have the same voting rights, dividend rights
and other entitlements as, existing fully paid Shares in
Precinct.
9.2
The New Shares will be quoted on the NZX Main Board.
The NZX Main Board is a licensed market operated by
NZX Limited, which is a licensed market operator
regulated under the Financial Markets Conduct Act
2013. NZX accepts no responsibility for any statement in
this document.
9.3
You cannot trade in any New Shares issued to you
pursuant to the Offer, either as principal or agent, until
quotation of the New Shares on the NZX Main Board in
accordance with the Listing Rules. Precinct expects that
the New Shares will commence trading on the NZX Main
Board on the Allotment Date (being 11 March 2019,
unless extended).
9.4
The issue of New Shares under the Offer up to a
maximum value of $50,000 per Eligible Shareholder (or
per beneficial owner, in the case of holdings held by
Custodians) is being undertaken under Listing Rule 4.3.1
(Share Purchase Plan) in respect of the first $15,000 of
New Shares offered and Listing Rule 4.5 (15% Placement)
in respect of the additional $35,000 of New Shares
offered to each Eligible Shareholder.
10. AMENDMENTS TO THE OFFER AND WAIVER OF
COMPLIANCE
10.1
Notwithstanding any other term or condition of the
Offer, the offer website (www.shareoffer.co.nz/precinct)
and/or the Application Form, Precinct may, at its
discretion:
a. make non-material modifications to the Offer on such
terms and conditions it thinks fit (in which event
applications for New Shares under the Offer will
remain binding on the applicant notwithstanding such
modification and irrespective of whether an
application was received by the Share Registrar
before or after such modification is made); and/or
b. suspend or terminate the Offer at any time prior to the
issue of the New Shares under the Offer (including by
reviewing the timetable for the Offer). If the Offer is
terminated, application monies will be refunded to
applicants without interest within 5 Business Days of
termination.
10.2
Precinct reserves the right to waive compliance with any
provision of these terms and conditions, which will be
done in accordance with New Zealand law (including
the Listing Rules).
10.3
Precinct will notify NZX of any waiver, amendment,
suspension, withdrawal or termination of the Offer.
Approval of any material changes to the Offer will be
sought from NZX to the extent required under the Listing
Rules.
11. GOVERNING LAW
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
12. DISPUTE RESOLUTION
If any dispute arises in connection with the Offer,
Precinct may settle it in any manner it thinks fit. It may do
so generally or in relation to any particular shareholder,
applicant, application or Share. Precinct’s decision will
be final and binding.
13. INCONSISTENCY
Unless otherwise determined by the directors of Precinct,
in the event of any inconsistency between the terms
and conditions of the Offer and:
a. the accompanying Letter from the Chair of Precinct
and the Questions and Answers, the terms and
conditions shall take precedence; and
b. Precinct’s constitution, Precinct’s constitution shall
take precedence.

11
GLOSSARY
GLOSSARY
Allotment Date
11 March 2019.
Application Form
means the personalised application form enclosed with this Offer Document, including the
instructions on the form.
Board
means the board of directors of Precinct.
Business Day
has the meaning given to that term in the Listing Rules.
Closing Date
means 5:00pm (NZ Time) on 5 March 2019.
Custodian
has the meaning given in clause 3.1 of Part 4 of this Offer Document.
Eligible Shareholder
means a person who, at 5.00pm on the Record Date, was recorded in Precinct’s share register as
being a Shareholder and whose address is shown in Precinct’s share register as being in New
Zealand.
Existing Share
means a Share on issue on the Record Date.
Issue Date
11 March 2019.
Issue Price
means $1.48 per New Share.
Listing Rules
means the listing rules of NZX in relation to the NZX Main Board (or any market in substitution for that
market) in force from time to time, read subject to any applicable rulings or waivers.
New Share
means a Share in Precinct offered under the Offer of the same class as, and ranking equally in all
respects with, Precinct’s quoted Existing Shares at the Allotment Date.
NZX
means NZX Limited.
NZX Main Board
means the main board equity security market operated by NZX.
NZX Primary Market Participant
means any company, firm, organisation, or corporation designated or approved as a primary
market participant from time to time by NZX.
Offer Document
means this document.
Opening Date
means 22 February 2019.
Placement
means an underwritten offer of $130 million of Shares to selected investors on or about 19 February
2019.
Precinct
means Precinct Properties New Zealand Limited.
Record Date
means 18 February 2019.
Retail Share Offer or Offer
means the offer detailed in this Offer Document.
Share
means a fully paid ordinary share in Precinct.
Shareholder
means a registered holder of Shares.
Underwriters
means First NZ Capital Group Limited and Credit Suisse (Australia) Limited.
Underwriting Agreement
means the underwriting agreement entered into between the Company and the Underwriters
dated 19 February 2019.

DIRECTORY
APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT
Issuer
Share Registry
Precinct Properties New Zealand Limited
Level 12, 188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: +64 9 488 8777
Joint Lead ManagersLegal Advisors to Precinct
First NZ Capital Securities Limited
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
Chapman Tripp
Level 38, ANZ Centre
23-29 Albert Street
Auckland, 1010
Credit Suisse (Australia) Limited
1 Macquarie Place
Level 31
Sydney, NSW 2000
Australia
P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D O F F E R D O C U M E N T
R E T A I L S H A R E O F F E R
20 FEBRUARY 2019
This is an important document. You should read the whole
document before deciding whether to subscribe for shares.
If you have any doubts as to what you should do, please consult
your broker, financial investment or other professional advisor.
Joint Lead Managers