Argosy confirms final issue size for Green Bond offer

MARKET RELEASE

Argosy Property Limited (‘Argosy’) has announced that, following the closing date for its Priority
Offer of senior secured fixed rate 7 year green bonds (‘Green Bonds’), a total issue size of $100
million of Green Bonds have been allocated.

The allocation includes $25 million of oversubscriptions, which is 100% of the amount made
available under the Offer for oversubscriptions.

Copies of the PDS and final terms sheet are available now at www.argosy.co.nz/greenbondoffer
or by contacting any of the Joint Lead Managers.










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Enquiries
Peter Mence
Chief Executive Officer
Argosy Property Limited
Telephone: 09 304 3411
Email: pmence@argosy.co.nz

Dave Fraser
Chief Financial Officer
Argosy Property Limited
Telephone: 09 304 3469
Email: dfraser@argosy.co.nz

Stephen Freundlich
Head of Investor Relations
Argosy Property Limited
Telephone: 09 304 3426
Email: sfreundlich@argosy.co.nz

22 March

2019


ARGOSY CONFIRMS FINAL ISSUE SIZE FOR GREEN BOND OFFER

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Final
Terms Sheet
for an issue of $100,000,000 senior secured
fixed rate green bonds due 27 March 2026
22 MARCH 2019
This final terms sheet should be read together with the product disclosure statement
(“PDS”) dated 20 February 2019 for the offer of senior secured fixed rate green bonds
by Argosy Property Limited, which is available at www.argosy.co.nz/greenbondoffer
or can be obtained from the Joint Lead Managers or your usual financial adviser.
Investors must obtain a copy of the PDS before they apply for Green Bonds.

JOINT LEAD MANAGERS
ARRANGER &
JOINT LEAD MANAGER

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Argosy Property Limited | Final Terms Sheet
IssuerArgosy Property Limited (“Argosy”)
InstrumentSenior secured fixed rate green bonds (“Green Bonds”)
Guarantors
The obligations of Argosy to pay interest on the Green Bonds and for the repayment of the
Green Bonds on the Maturity Date are guaranteed by certain subsidiaries of Argosy, being
Argosy Property Management Limited, Argosy Property No. 1 Limited and Argosy Property
No. 3 Limited (together, the "Guaranteeing Subsidiaries"). The Green Bonds are not guaranteed
by any other member of the Argosy Group or by any other person.
Security
The Green Bonds are secured by a general security interest granted by Argosy and the
Guaranteeing Subsidiaries over all of their property (except any property held by it as trustee),
together with first ranking Mortgages granted over all of the land (including the buildings and
other fixtures on that land) owned by them. The guarantee and security interests are granted in
favour of the Security Trustee for the benefit of all of the Secured Parties (including Holders)
and can only be enforced in accordance with the Security Trust Deed.
Refer to the PDS for more detail on Security.
Use of proceeds
The proceeds of the offer are intended to be used to refinance existing bank debt that supports
“Green Assets”. Green Assets are office, industrial or retail buildings, including upgrades,
owned or undertaken by members of the Argosy Group that meet certain criteria established
by Argosy in Argosy’s “Green Bond Framework” and therefore promote the transition to a
sustainable future. The funds from the Green Bonds may be internally allocated to other
Green Assets in accordance with the Green Bond Framework.
Argosy has developed and adopted the Green Bond Framework to ensure that, as at the date of
the PDS, the Green Bonds comply with the Green Bond Principles.
Refer to the PDS for more detail on Green Assets, the Green Bond Framework and the Green Bond
Principles.
No Event of Default in relation
to Green Bond Framework or
Green Bond Principles
If:
• Argosy fails to comply with the Green Bond Framework;
• Argosy or any Green Asset fails to comply with any environmental laws and standards;
• the Green Bonds cease to satisfy the Green Bond Principles, as described at Section 5.2
of the PDS; or
• Argosy fails to notify Holders that the Green Bonds cease to comply with the Green Bond
Framework or the Green Bond Principles,
then:
• no Event of Default will occur in relation to the Green Bonds; and
• neither the Holders nor Argosy have any right for the Green Bonds to be repaid early.
This means there is no obligation on Argosy to comply with the Green Bond Framework or
the Green Bond Principles on an ongoing basis.
Financial Covenant
Under the Trust Deed, Argosy will ensure that the total principal amount of all indebtedness
that is secured by the Secured Assets is no more than 50% of the Mortgaged Property Value.
If Argosy breaches the loan to value ratio under the Trust Deed, it must remedy the breach
within 6 months of the time that the non-compliance is required to be reported to the
Supervisor. If Argosy does not meet this covenant after that 6 month period, Argosy must
notify the Supervisor and all Holders of the breach, together with its plan to remedy the breach.
If Argosy is still in breach of this covenant after an additional 6 month period, an Event of
Default occurs.
Refer to the PDS and Trust Deed for more detail on the loan to value ratio.
Distribution stopper
Under the Trust Deed, Argosy will not make any distributions if an Event of Default has
occurred and is continuing, or would occur as a result of making that distribution.
Refer to the PDS and Trust Deed for more detail on the Events of Default.
Offer Amount
$100,000,000

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Argosy Property Limited | Final Terms Sheet
No Public Pool
All Green Bonds offered under the General Offer, including oversubscriptions, will be reserved
for subscription by clients of the Joint Lead Managers and other persons invited to participate
in the Bookbuild.
Issue Price
$1.00 per Green Bond, being the Face Value of each Green Bond
Interest Rate
The Interest Rate for the Green Bonds is the higher of:
• the minimum Interest Rate of 4.00 percent per annum (as announced to the market on
27 February 2019); and
• the sum of the Base Rate and the Margin (each as determined on the Rate Set Date).
The Base Rate on the Rate Set Date was 2.23 percent per annum and the Margin was
determined by Argosy (in consultation with the Arranger following the Bookbuild) at
1.75 percent per annum.
Accordingly, the minimum Interest Rate of 4.00 percent per annum will apply to the
Green Bonds.
Base Rate
The rate per annum (expressed on a percentage yield basis rounded, if necessary, to the nearest
2 decimal places with 5 being rounded up) which is determined by Argosy (in consultation with
the Arranger) as the mid market swap rate for a period equal to the Issue Date to the Maturity
Date in accordance with market convention by reference to Reuters page ICAPKIWISWAP1 or
Bloomberg page ICNI or the successor page of either of those pages on the Rate Set Date.
Margin
1.75 percent per annum.
Interest Payments and Interest
Payment Dates
Interest will be calculated on an annual basis and is payable in equal amounts in arrear on
each quarterly interest payment date, being 27 March, 27 June, 27 September and 27 December
(or if that day is not a Business Day, the next Business Day) of each year up to and including the
Maturity Date.
The first Interest Payment Date will be 27 June 2019.
Early Bird Interest
Argosy will pay interest on application money at the Interest Rate (less any applicable
withholding taxes) for the period from (and including) the date on which the application
money is banked to (but excluding) the Issue Date. Argosy will pay the early bird interest within
5 Business Days of the Issue Date unless the application money is returned for any reason.
If your application is refused or accepted in part only or the Offer is withdrawn, no early bird
interest will be paid on the application money returned to you.
Record Date
Payments of interest on the Green Bonds will be made to the persons who are the Holders as
at 5pm (New Zealand time) on the 10th day before the relevant Interest Payment Date (or such
other date as required by NZX).
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the date as is determined by Argosy and notified to NZX (or such
other date as required by NZX).
If such date would fall on a day which is not a Business Day, then payments will be made to
persons who are Holders as at the immediately preceding Business Day.
ISIN
NZARGDT001C6
Quotation
Argosy intends to quote the Green Bonds on the NZX Debt Market.
NZX takes no responsibility for the content of this Term Sheet. NZX is a licensed market
operator, and the NZX Debt Market is a licensed market under the Financial Markets Conduct
Act 2013.
NZX ticker code ARG010 has been reserved for the Green Bonds.
Denominations
Minimum denomination of $5,000 with multiples of $1,000 thereafter.
Arranger ANZ Bank New Zealand Limited (“ANZ”)
Joint Lead Managers
ANZ, Bank of New Zealand, First NZ Capital Securities Limited, Forsyth Barr Limited

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Argosy Property Limited | Final Terms Sheet
Supervisor
The New Zealand Guardian Trust Company Limited
Security Trustee
NZGT Security Trustee Limited
Registrar & Paying Agent
Computershare Investor Services Limited
Brokerage
0.50% plus, in relation to the General Offer only, 0.25% on firm allocations to be paid by Argosy
Governing Law
New Zealand
Selling Restrictions
The Green Bonds are being offered only in New Zealand. Argosy has not taken and will not
take any action which would permit a public offering of the Green Bonds, or possession
or distribution of any offering material in respect of the Green Bonds, in any country or
jurisdiction where action for that purpose is required (other than in New Zealand). The Green
Bonds may only be offered for sale, sold or delivered 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.
Any information memorandum, disclosure statement, circular, advertisement or other offering
material in respect of the Green Bonds may only be published, delivered or distributed in
compliance with all applicable laws and regulations (including those of the country or
jurisdiction in which the material is published, delivered or distributed).
By subscribing for Green Bonds, each investor agrees to indemnify Argosy, the Supervisor,
the Arranger, the Joint Lead Managers and their respective directors, officers, employees and
agents in respect of any loss, cost, liability or expense sustained or incurred as a result of an
investor breaching these selling restrictions.
Documentation
The terms and conditions of the Green Bonds are set out in the Master Trust Deed dated
30 January 2019, as amended and supplemented by the Supplemental Trust Deed dated
20 February 2019 between Argosy and the Supervisor, as amended from time to time.
Holders are bound by, and are deemed to have notice of, the Trust Deed (being the Master
Trust Deed as amended and supplemented by the Supplemental Trust Deed).
The terms of the guarantee and the security interests are set out in the Security Trust Deed,
the General Security Deed and the Mortgages.
If you require further information in relation to the Trust Deed, the Security Trust Deed,
the General Security Deed or the terms of the Mortgages, you may obtain copies of those
documents from the Disclose register at www.disclose-register.companiesoffice.govt.nz.
Important Dates
Rate Set Date
Wednesday 6 March 2019
Opening Date
Thursday 7 March 2019
Closing Date for Priority Offer
5.00pm, Wednesday 20 March 2019
Closing Date for General Offer
5.00pm, Friday 22 March 2019
Issue Date
Wednesday 27 March 2019
Expected Quotation on NZX Debt Market
Thursday 28 March 2019
Maturity Date
Friday 27 March 2026
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.