HBL sets rate on note offer and releases Final Terms Sheet

3297839 v2
Heartland Bank Limited sets rate on note offer and releases Final Terms Sheet
Date 5 April 2019
Release Immediate
As announced earlier today, Heartland Bank Limited (“Issuer”) has today closed its offer of 5 year,
unsecured, unsubordinated, fixed rate notes ("Notes"). The offer was successful, with the final
amount to be issued being set at $125 million (which includes oversubscriptions of $50 million).
The interest rate for the Notes has been set at 3.55% per annum. This reflects a margin of 1.75%
per annum. The Notes will be issued on 12 April 2019 and will mature on 12 April 2024. The Notes
are expected to be quoted on the NZX Debt Market on 15 April 2019 under the ticker code
HBL020.
A Final Terms Sheet for the Notes is attached.
Ends
For more information please call:
Joint Lead Managers
BNZ 0800 284 017
Commonwealth Bank of Australia (acting through its New Zealand branch) 0800 272 633
Deutsche Craigs Limited 0800 226 263
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) 0800 942 822
Heartland Bank Limited
Michael Drumm
General Counsel
Michael.Drumm@heartland.co.nz
T: (09) 927 9136

Final Terms Sheet: Dated 5 April 2019
For an issue of unsecured, unsubordinated, medium term, fixed rate notes
This Terms Sheet sets out the key terms of an offer by Heartland Bank Limited (“Heartland Bank” or
“Issuer”) for an offer of NZ$125,000,000 fixed rate notes (“Notes”) under its Deed Poll dated 18
August 2017 (“Deed Poll”) as modified and supplemented by supplemental deed dated 29 March
2019 (“Supplemental Deed”).
IMPORTANT NOTICE
The offer of Notes by Heartland Bank is made in reliance upon the exclusion in clause 19 of schedule
1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The offer contained in this Terms Sheet is an offer of Notes that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as Heartland Bank’s
NZ$150,000,000 unsecured, unsubordinated, fixed rate, interest bearing notes (which have a fixed
interest rate of 4.50% per annum) maturing on 21 September 2022, which are currently quoted on
the NZX Debt Market under the ticker code HBL010 (“Existing Notes”).
Accordingly, the Notes are of the same class as the Existing Notes for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014 (“FMC Regulations”).
Heartland Bank 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/HBL.
The Existing Notes are the only debt securities of Heartland Bank that are in the same class as the
Notes.
Investors should look at the market price of the Existing Notes referred to above to find out how the
market assesses the returns and risk premium for those notes.
Issuer Heartland Bank.
Issue Price and Principal
Amount
NZ$1.00 per Note.
Term and Maturity Date 5 years maturing on 12 April 2024.
Description of the Notes Unsecured, unsubordinated, medium term, fixed rate notes.
Purpose General corporate purposes.
Offer Amount NZ$125 million.
Minimum Application
Amount
NZ$5,000 and in multiples of NZ$1,000 thereafter.

Interest Rate
The Interest Rate is fixed for the term of the Notes.

The Interest Rate is 3.55% per annum, being the aggregate of the
Base Rate on the Rate Set Date and the Margin.

Further information regarding the Base Rate and the Margin is set
out below.
Base Rate
1.80% per annum, being the mid-market rate for an interest rate
swap of a term matching the period from the Issue Date of the
Notes to the Maturity Date as calculated by the Arranger in
consultation with the Issuer, according to market convention, with
reference to ICAP New Zealand Limited (Bloomberg: ICNI > NZD
Interest Rate Swaps) (or its successor page) on the Rate Set
Date (rounded to 2 decimal places, if necessary, with 0.005 being
rounded up).
Margin 1.75% per annum.
Bookbuild Opens 1 April 2019
Bookbuild Closes Midday, 5 April 2019
Rate Set Date 5 April 2019
Issue Date 12 April 2019
Expected Date of Initial
Quotation and Trading of the
Notes on the NZX Debt
Market
15 April 2019
Frequency of Interest
Payments
Interest will be payable semi-annually in arrear in equal amounts on
each Interest Payment Date.
Interest Payment Dates
Each 12 April and 12 October during the term of the Notes,
commencing on 12 October 2019 (although because 12 October is
not a Business Day the payment will be made on Monday 14
October without any interest adjustment, in accordance with the
Business Day Convention described below).
Entitlement to Interest
Payments
Holders on the Register as at 5pm on the 10th calendar day before
the relevant Interest Payment Date or, if that day is not a Business
Day, the preceding Business Day.
Who May Apply and
How to Apply
All of the Notes (including any oversubscriptions) have been
reserved for the Joint Lead Managers (and their clients) and NZX
Primary Market Participants and other institutional investors
invited to participate in the bookbuild.

There will be no public pool for the Notes.

Retail investors should contact any Joint Lead Manager, their

financial adviser or any Primary Market Participant for details on
how they may acquire the Notes. A Primary Market Participant can
be found by visiting: www.nzx.com/investing/find-a-participant

Any allotment of Notes (including any oversubscriptions) will be at
the Issuer’s discretion, in consultation with the Joint Lead
Managers. The Issuer reserves the right to refuse to make any
allotment (or part thereof) without giving any reason.

Applications cannot be withdrawn or revoked. Applications may be
scaled in the event of oversubscriptions. The Issuer in consultation
with the Joint Lead Managers reserves the right to scale at its
discretion.

If an application for Notes is declined, any application money
received by the Issuer will be refunded (without interest) as soon as
practicable, and in any event within 5 Business Days.
No Brokerage Payable by
Subscribers to Heartland
Bank
Subscribers are not required to pay Heartland Bank any amounts
over and above the Issue Price in connection with their application
for Notes. However, they may have to pay brokerage to any firm
from whom they receive an allocation of Notes.
Quotation
The Issuer has made application for the Notes to be quoted on the
NZX Debt Market, and it is a term of this offer that it will take any
necessary steps to ensure that the Notes are quoted immediately
after issue. NZX ticker code HBL020 has been reserved for the
Notes.
Minimum Transfer Amounts
and Minimum Holding
Notes may only be transferred in multiples of NZ$1,000. However,
no transfer may be effected if it would result in the transferor or
the transferee holding or continuing to hold Notes with an
aggregate Principal Amount of less than the minimum Principal
Amount of NZ$5,000.
Trading Notes on the NZX
Debt Market
Each investor’s financial adviser will be able to advise them as to
what arrangements will need to be put in place for investors to
trade the Notes, including obtaining a common shareholder
number (CSN) and authorisation code (FIN) and opening an account
with a Primary Market Participant as well as the costs and
timeframes for putting such arrangements in place.
Credit Ratings

Heartland Bank’s
Credit Rating
Expected Issue
Credit Rating
Fitch Ratings Ltd BBB (Outlook Stable) BBB
A credit rating is not a recommendation by any rating
organisation to buy, sell or hold Notes. The above rating
information is current at the date of this Terms Sheet and may
be subject to suspension, revision or withdrawal at any time
by Fitch Ratings Ltd. Fitch Ratings Ltd has not been involved in

the preparation of this Terms Sheet.

Business Days and Business
Day Convention
A Business Day is a day (other than a Saturday, Sunday or public
holiday) on which banks are open for general banking business in
Auckland and Wellington.

If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, the due date for the payment to be
made on that date will be the following Business Day (but with no
interest adjustment as a result of the delay in payment).
No Guarantee
The Notes are not guaranteed by any other member of the
Heartland Bank Group or by any other person.
Repayment Following Event
of Default
If an event of default (as defined in the Deed Poll) occurs a Note
holder may, by notice in writing to Heartland Bank, require any
Note held by that holder to be repaid early.

If the Notes are repaid on a date that is not an Interest Payment
Date following an event of default, the interest payable on the date
of repayment will be adjusted to reflect the number of days from
the previous Interest Payment Date (or the Issue Date if the Notes
are repaid prior to the first Interest Payment Date) to the date of
repayment.
Deed Poll and Supplemental
Deed
The terms and conditions of the Notes are set out in the Deed Poll,
taken together with the Supplemental Deed. Holders are bound by,
and are deemed to have notice of, the Deed Poll and Supplemental
Deed. Copies of these documents will be made available by
Heartland Bank for inspection by a Note holder at its address set
out under “Address Details” below. Copies can also be found on its
website at: https://www.heartland.co.nz/about-us/documents-
and-forms
ISIN NZHBLD0020L2
Approved Issuer Levy
The Issuer intends to register the Notes for approved issuer levy
(“AIL”) and, where it is eligible to do so in respect of interest paid to
a non-resident holder of Notes that is subject to the non-resident
withholding tax rules, to pay AIL in lieu of deducting non-resident
withholding tax. If the Notes qualify for the 0% rate of AIL, the
Issuer intends to apply the 0% rate. Otherwise, it will pay AIL at the
applicable rate and deduct the amount from interest paid to the
relevant holder.

Registrar & Paying Agent
Link Market Services Limited
The Notes will be accepted for settlement within the NZClear
system.
Arranger Bank of New Zealand (“BNZ”)

Joint Lead Managers
BNZ, Commonwealth Bank of Australia (acting through its New
Zealand branch), Deutsche Craigs Limited, Westpac Banking
Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch).
Other Debt Securities
Heartland Bank may issue other series of Notes under the Deed Poll
(as well as other debt instruments) without the consent of Note
holders, on such terms as it thinks fit.
Selling Restrictions
The offer and subsequent transfers of Notes are subject to the
selling restrictions contained in the schedule to this Terms Sheet.
Governing Law New Zealand
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) as modified or amended from time to
time (the "SFA"), Heartland Bank has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the SFA)
that the Notes 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).
Important Information for
Australian Investors
Heartland Bank is neither a bank nor an authorised deposit-taking
institution which is authorised under the Banking Act 1959 of
Australia (Australian Banking Act) nor is Heartland Bank authorised
to carry on banking business under the Australian Banking Act.
Heartland Bank is not supervised by the Australian Prudential
Regulation Authority. The Notes are not guaranteed by the
Commonwealth of Australia or the Government of New Zealand.
An investment in any Notes issued by Heartland Bank will not be
covered by the depositor protection provisions in section 13A of
the Australian Banking Act and will not entitle Noteholders to claim
under the financial claims scheme under Division 2AA of the
Australian Banking Act.

The dates and times set out in this Terms Sheet are indicative only and are subject to change.
Heartland Bank has the right in its absolute discretion and without notice to close the offer early, to
extend the closing date for the offer, or to choose not to proceed with the offer. If the closing date
for the offer is extended, subsequent dates may be extended accordingly.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference
into, and does not form part of, this Terms Sheet.
Investors are personally responsible for ensuring compliance with all relevant laws and regulations

applicable to them (including any required registrations). Investors should seek qualified
independent financial and taxation advice before deciding to invest.
Address Details
Issuer Joint Lead Managers
Heartland Bank Limited
PO Box 9919
35 Teed Street
Newmarket
Auckland 1023

Registrar
Link Market Services Limited
PO Box 91976
Auckland 1142

Arranger
Bank of New Zealand
Private Bag 92208
Level 6, Deloitte Centre
80 Queen Street
Auckland


Bank of New Zealand
Private Bag 92208
Level 6, Deloitte Centre
80 Queen Street
Auckland

Commonwealth Bank of Australia
(acting through its New Zealand branch)
P.O. Box 35, Shortland Street
Level 6, ASB North Wharf
12 Jellicoe Street
Auckland 1010

Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010

Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
P.O. Box 934
Level 8, 16 Takutai Square
Auckland 1010

Schedule – Selling Restrictions
General
The Notes are only being offered to the public in New Zealand and to certain wholesale or
institutional investors in New Zealand and in certain overseas jurisdictions. Heartland Bank has not
taken and will not take any action which would permit a public offering of Notes, or possession or
distribution of any offering material in respect of the Notes, in any country or jurisdiction where
action for that purpose is required (other than New Zealand). The Notes 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.
Any information memorandum, disclosure statement, circular, advertisement or other offering
material in respect of the Notes 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) and the listing rules of any applicable stock exchange.
Set out below are specific selling restrictions that apply to an offer of the Notes in certain
jurisdictions outside New Zealand. These selling restrictions do not apply to an offer of the Notes in
New Zealand.
These selling restrictions may be modified by Heartland Bank and the Joint Lead Managers, including
following a change in a relevant law, regulation or directive. Persons into whose hands this Terms
Sheet comes are, and each subscriber is, required by Heartland Bank and the Joint Lead Managers to
comply with these selling restrictions and all applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or
distribute such offering material, in all cases at their own expense.
Indemnity
By subscribing for Notes, the subscriber agrees to indemnify Heartland Bank, 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 the subscriber breaching the selling
restrictions contained in this schedule of this Terms Sheet.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Notes (including this Terms Sheet) has been, or will be, lodged
with, or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Notes for issue, sale or purchase in, to or
from Australia (including an offer or invitation which is received by a person in Australia);
and
(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or any other
offering material or advertisement relating to the Notes in Australia,

unless:
i. the minimum aggregate consideration payable by each offeree or invitee is at least
A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding
moneys lent by the offeror or its associates) or the offer or invitation otherwise does not
require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;
ii. the offer or invitation is not made to a person who is a “retail client” within the meaning
of section 761G of the Corporations Act;
iii. such action complies with all applicable laws, regulations and directives; and
iv. such action does not require any document to be lodged with, or registered by, ASIC or
any other regulatory authority in Australia.
Each Joint Lead Manager has represented and agreed, and by applying for the Notes under this
Terms Sheet, each person to whom the Notes are issued (an Investor) will be deemed to have
represented and agreed, that it will comply with Banking exemption No. 1 of 2018 dated 21 March
2018 promulgated by the Australian Prudential Regulation Authority and which requires all offers
and transfers to be in parcels of not less than A$500,000 in aggregate principal amount. Banking
exemption No. 1 does not apply to transfers which occur outside Australia.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or
public offering of any Notes in Australia.
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 Notes have been offered and no Notes 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 Notes to the public in the Relevant Member State may be
made with effect from the Relevant Implementation Date:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the any of the Joint Lead
Managers for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall require Heartland Bank, the Joint Lead Managers 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 Notes to the public in relation to
any Notes 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 Notes to be offered so as to enable an
investor to decide to purchase or subscribe for the Notes, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant
Member State, and the expression Prospectus Directive means Directive 2003/71/EC (as amended
or superseded) and includes any relevant implementing measure in each Relevant Member State.
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 Notes in circumstances
in which section 21(1) of the FSMA applies to Heartland Bank.
All applicable provisions of the FSMA with respect to anything done in relation to the Notes in, from
or otherwise involving the United Kingdom must be complied with.
Japan
The Notes 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 Notes shall not transfer or resell the Notes except where the
transferor transfers or resells all the Notes en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
Singapore
This Terms Sheet has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly this Terms Sheet or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be
circulated or distributed, nor may the Notes be offered or sold, or be made subject of an invitation
for subscription or purchase, 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 Notes 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 or securities based derivatives contracts (each term as defined in Section 2(1) of 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 Notes
pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, 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;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
(Securities and Securities-based Derivatives Contracts) Regulations 2018.
Hong Kong
No Notes have been offered or sold or will be or may be offered or sold in Hong Kong, by means of
any document other than (a) to professional investors as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other
circumstances which do not result in the document being a prospectus as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or
which do not constitute an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Notes may be issued or in the possession
of any person or will be issued or be in the possession of any person in each case for the purpose of
issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the Notes 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.