Vector Retail Bond Offer

Classification: PROTECTED 24261200
VECTOR LODGES PRODUCT DISCLOSURE STATEMENT
FOR RETAIL BOND OFFER


Vector Limited (Vector) has announced an offer of up to NZ$200 million (with the ability to
accept up to NZ$50 million in oversubscriptions), of 6 year, unsecured, unsubordinated, fixed
rate bonds maturing on 27 May 2025 to institutional investors and New Zealand retail investors.

The offer is expected to open on 13 May 2019 and close on 16 May 2019. The bonds are
expected to be assigned a BBB rating by S&P Global Ratings.

Vector has appointed ANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr
Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New
Zealand branch) as Joint Lead Managers in relation to the offer.

Details of the offer are contained in the Product Disclosure Statement (PDS) which was lodged
today with the Registrar of Financial Services Providers in New Zealand. The PDS is available
through www.vector.co.nz/investor/bonds or by contacting a Joint Lead Manager, or a NZX
Participant and must be obtained by investors before they decide to acquire any bonds. The
PDS (together with further information in relation to the bonds and the offer) is also available
on the Disclose Register at www.companiesoffice.govt.nz/disclose under Vector’s offer
number OFR12633. There are restrictions on offering, issuing or selling bonds outside New
Zealand, as set out in the Disclose Register entry for the offer.

There is no public pool for the offer, with all of the bonds being reserved for clients of the Joint
Lead Managers, NZX Participants and other approved financial intermediaries.

Investors can register their interest by contacting a Joint Lead Manager or their usual financial
advisor.

This offer is being made in accordance with the Financial Markets Conduct Act 2013 and the
bonds are expected to be quoted on the NZX Debt Market.

Copies of the PDS, the indicative terms sheet for the bonds and an investor presentation have
been provided to NZX with this announcement.


Joint Lead Managers




0800 269 476 0800 226 263 0800 367 227 0800 942 822



ENDS
MARKET RELEASE
1 MAY 2019

MEDIA RELEASE
1 MAY 2019

Classification: PROTECTED




About Vector

Vector is New Zealand’s leading network infrastructure company which runs a portfolio of
businesses delivering energy and communication services to more than one million homes
and commercial customers across the country. Vector is leading the country in creating a
new energy future for customers and continues to grow and invest in the growth of Auckland
and in a wide range of activities and locations. Vector is listed on the New Zealand Stock
Exchange with ticker symbol VCT. Our majority shareholder, with voting rights of 75.1%, is
Entrust. For further information, visit www.vector.co.nz
.



Contact

Investor Queries
Elissa Downey
External Relations
Mobile: 021 866 146

---

PRODUCT
DISCLOSURE
S TAT E M E N T
FOR AN OFFER OF
FIXED RATE 6 YEAR BONDS
ISSUED BY VECTOR LIMITED
1 MAY 2019
This document gives you important information about this investment
to help you decide whether you want to invest. There is other useful
information about this offer on www.companiesoffice.govt.nz/disclose,
offer number (OFR12633).
Vector Limited has prepared this document in accordance with the Financial
Markets Conduct Act 2013. You can also seek advice from a financial adviser
to help you to make an investment decision.
Joint Lead Managers

1.1 WHAT IS THIS?
This is an offer (the Offer) of fixed rate 6 year
bonds (the Bonds). The Bonds are debt securities
issued by Vector Limited (Vector). You give Vector
money, and in return Vector promises to pay you
interest and repay the money at the end of the term.
If Vector runs into financial trouble, you might lose
some or all of the money you invested.
1.2 ABOUT VECTOR
Vector is New Zealand’s largest distributor
of electricity and gas, owning and operating
distribution networks which span the Auckland
region. Its business also includes the sale and
distribution of gas products and provision of
metering services and energy management
solutions. Vector employs over 1,000 people,
and its business has more than 1,000 contractors.
Ordinary shares in Vector are listed and quoted on
the NZX Main Board under the company code VCT.
Vector also has capital bonds quoted on the NZX
Debt Market.
1.3 PURPOSE OF THIS OFFER
The proceeds of the Offer will be used to repay
a portion of Vector’s existing bank debt. The Bonds
will provide further diversification of funding sources
for Vector.
SECTION 1.
KEY INFORMATION SUMMARY
1.4 KEY TERMS OF THE OFFER
IssuerVector Limited.
Description of the BondsUnsecured, unsubordinated fixed rate bonds.
Term6 years, maturing on 27 May 2025.
Offer amount Up to $200 million (with the ability to accept oversubscriptions of up to an
additional $50 million at Vector’s discretion).
Interest Rate The Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum
Interest Rate and the indicative Issue Margin will be determined by Vector in
conjunction with the Joint Lead Managers and announced via NZX on 10 May 2019.
The Interest Rate will be set on the Rate Set Date (16 May 2019) and will be the
greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Issue Margin will be determined by Vector in conjunction with the Joint Lead
Managers following a bookbuild on the Rate Set Date. A bookbuild is a process
whereby a margin is determined by reference to bids from market participants for
an allocation of Bonds at different margins. The Interest Rate will be announced via
NZX on the Rate Set Date.
Interest payments Six monthly in arrear on 27 May and 27 November each year (or if that scheduled
day is not a Business Day, the next Business Day) until and including the Maturity
Date, with the First Interest Payment Date being 27 November 2019.
Opening Date 13 May 2019.
Closing Date 12.00pm, 16 May 2019.
Issue Date/Allotment Date27 May 2019.
Minimum application
amount and minimum
holding of Bonds
$5,000 and multiples of $1,000 thereafter.
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of
this PDS ( Ta x ) for further details.
You are not required to pay brokerage or any other fees or charges to Vector to
purchase the Bonds. However, you may have to pay brokerage to the firm from
whom you receive an allocation of Bonds.
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to
indemnify certain people if you breach these. More information on this can be
found in section 8 of this PDS (Selling restrictions).
1Vector Limited

Product Disclosure Statement
2019

1.5 WHO IS RESPONSIBLE FOR REPAYING YOU?
Vector is responsible for paying interest on the
Bonds and for the repayment of the Bonds.
The Bonds are guaranteed by the Guarantors
under the Negative Pledge Deed. Pursuant to
the terms of the Negative Pledge Deed, Vector
and the Guarantors together must represent not
less than 85% of the consolidated total tangible
assets of the Vector Group.
At the Issue Date the sole Guarantor will be NGC
Holdings Limited. No other member of the Vector
Group will guarantee the Bonds as at the Issue Date.
More information on the Guarantee and the
Guarantors can be found in section 5 of this PDS
(Key features of the Bonds).
1.6 HOW YOU CAN GET YOUR MONEY OUT EARLY
Neither you nor Vector are able to redeem the
Bonds before the Maturity Date. However, Vector
may be required to repay the Bonds early if there
is an Event of Default (see section 5 of this PDS
(Key features of the Bonds)).
Vector intends to quote the Bonds on the NZX Debt
Market. This means you may be able to sell them
on the NZX Debt Market before the end of their
term if there are interested buyers. If you sell your
Bonds, the price you get will vary depending on
factors such as the financial condition of the Vector
Group and movements in the market interest rates.
You may receive less than the full amount that you
paid for them.
1.7 HOW THE BONDS RANK FOR REPAYMENT
The Bonds will rank equally with Vector’s other
unsecured and unsubordinated obligations.
This means in a liquidation of Vector:
• you will only be repaid after all secured
creditors (if any) and creditors preferred by law
(e.g. employees up to a specified amount each,
and IRD in respect of certain unpaid taxes);
• you will be repaid at the same time and to
the same extent as all other unsecured and
unsubordinated liabilities of Vector (including
banks that lend money to Vector on an
unsecured basis, holders of notes under
Vector’s note programmes and all other
unsecured trade and general creditors); and
• you will be repaid before Vector’s subordinated
liabilities and shareholders.
The Guarantee from each Guarantor will
rank equally with the other unsecured and
unsubordinated obligations of that Guarantor.
More information on how the Bonds rank for
repayment can be found in section 5 of this PDS
(Key features of the Bonds).
1.8 NO SECURITY
The Bonds are not secured against any assets of
Vector nor any other member of the Vector Group.
The obligations of the Guarantors to you under
the Guarantee are not secured against any assets
of a Guarantor.
1.9 KEY RISKS AFFECTING THIS INVESTMENT
Investments in debt securities have risks. A key risk
is that Vector does not meet its commitments to
repay you or pay you interest (credit risk). Section 6
of this PDS (Risks of investing) discusses the main
factors that give rise to the risk. You should consider
if the credit risk of these debt securities is suitable
for you.
The interest rate for these Bonds should also reflect
the degree of credit risk. In general, higher returns
are demanded by investors from businesses with
higher risk of defaulting on their commitments.
You need to decide whether the Offer is fair. Vector
considers that the most significant risk factors are:
• Significant infrastructure damage risk: Vector’s
networks business is dependent on the effective
operation of Vector’s electricity and gas
distribution networks within the Auckland region
as well as third party assets in the wider energy
system outside Auckland such as electricity
and gas transmission networks and electricity
generation and gas production assets. Vector’s
assets or key assets in the wider energy system
could be damaged or destroyed by a natural
disaster such as a major volcanic eruption,
earthquake, tsunami or storm, which in extreme
circumstances could result in a major interruption
to Vector’s Auckland networks. This is a specific
risk to Vector because:
–Vector operates a physical (and geographically
specific) network in Auckland which is
susceptible to damage by natural disasters;
–Vector’s networks rely on uninterrupted supply
of electricity and gas and the uninterrupted
operation of these energy system assets; and
–Vector does not have insurance covering all
potential damage to all of its network assets.
If a prolonged or significant network interruption
were to occur due to Vector’s networks being
damaged or destroyed by a natural disaster,
this could result in a material reduction in
Vector’s revenues and a significant increase
in costs (such as additional costs to repair any
damage to Vector’s network assets).
• Serious failure of networks risk: Vector’s networks
could fail or be interrupted due to breakdown of,
or damage to, key network equipment or cyber
security breach. If any of those circumstances
occurred, and Vector’s services were unavailable
to a material number of customers for a
significant period, that could result in material
2Vector Limited

Product Disclosure Statement
2019

revenue loss for Vector and Vector incurring
significant costs to restore the functionality
or maintain security of its networks.
This summary does not cover all of the risks
of investing in the Bonds. You should also read
section 6 (Risks of investing) and section 5
(Key features of the Bonds) of this PDS.
1.10 WHAT IS VECTOR’S CREDIT RATING?
A credit rating is an independent opinion of the
capability and willingness of an entity to repay its
debts (in other words, its creditworthiness). It is not
a guarantee that the financial product being offered
is a safe investment. A credit rating should be
considered alongside all other relevant information
when making an investment decision.
Vector has been rated by S&P Global Ratings (S&P)
and Moody’s Investor Service (Moody’s). S&P gives
ratings from “AAA” through to “C” and Moody’s
gives ratings from “Aaa” through to “Ca”, both
excluding ratings attaching to entities in default.
Vector’s credit rating is BBB (stable outlook) from
S&P and Baa1 (stable outlook) from Moody’s,
as highlighted in green in the tables below.
The Bonds are to be rated by S&P. Vector expects
that the initial credit rating assigned to the Bonds
by S&P will be BBB and that the credit rating will
be assigned to the Bonds before the Issue Date.
S&P Global Ratings
Rating*AAAAAABBBBBBCCCCC to C
Summary
description
(capacity of
issuer to meet
its financial
obligations)
Extremely
strong
Very
strong
StrongAdequateLess
vulnerable
More
vulnerable
Currently
vulnerable
Currently
highly
vulnerable
Approximate
probability of
default over
5 years***
1 in 6001 in 3001 in 1501 in 301 in 101 in 51 in 2
Moody’s Investor Service
Rating*AaaAaABaaBaBCaaCa to C**
Summary
description
(credit risk)
MinimalVery lowLowModerateSubstantialHighVery highLikely in,
or very
near,
default
Approximate
probability of
default over
5 years***
1 in 6001 in 3001 in 1501 in 301 in 101 in 51 in 2–
* Credit ratings from S&P may be modified by the addition of “+” or “-” to show the relative standing within the “AA” to “CCC” categories.
Moody’s applies numerical modifiers 1, 2 and 3 to each of the “Aa” to “Caa” classifications to show the relative standing within those categories,
with 1 indicating the higher end and 3 the lower end of the rating category.
** If a rating of “C” is given by Moody’s, the issuer is typically in default.
*** The approximate, median likelihood that an investor will not receive repayment on a five-year investment on time and in full based upon historical
default rates published by S&P and Moody’s (source: Reserve Bank of New Zealand publication “Know Your Credit Ratings”, dated March 2010).
1.11 WHERE YOU CAN FIND OTHER MARKET
INFORMATION ABOUT VECTOR
The Offer is being made under a short-form
disclosure process that Vector is permitted to
use because the Bonds rank in priority to existing
quoted financial products of Vector. The existing
quoted financial products are ordinary shares in
Vector, which are traded on the NZX Main Board.
Vector also has capital bonds quoted on the NZX
Debt Market.
Vector is subject to a disclosure obligation that
requires it to notify certain material information
to the NZX for the purpose of that information
being made available to participants in the
market. Vector’s NZX issuer page, which includes
information made available under the relevant
disclosure obligation referred to above, can be
found at www.nzx.com/companies/VCT.
3Vector Limited

Product Disclosure Statement
2019

CONTENTS
1.KEY INFORMATION SUMMARY1
2.KEY DATES AND OFFER PROCESS6
3.TERMS OF THE OFFER7
4.PURPOSE OF THE OFFER10
5.KEY FEATURES OF THE BONDS10
6.RISKS OF INVESTING15
7.TA X18
8.SELLING RESTRICTIONS19
9.WHO IS INVOLVED?20
10.HOW TO COMPLAIN21
11.WHERE YOU CAN FIND MORE INFORMATION21
12.HOW TO APPLY22
13.CONTACT INFORMATION23
14.GLOSSARY24
4Vector Limited

Product Disclosure Statement
2019

On behalf of the Board, I am pleased to invite you to participate in this Offer of
unsecured, unsubordinated fixed rate bonds (Bonds) to be issued by Vector Limited.
Vector is New Zealand’s largest distributor of electricity and gas, owning and operating
networks throughout the Auckland region. With assets of over $5.9 billion
1
, Vector is one
of the largest companies on the NZX and employs over 1,000 people and its business
has more than 1,000 contractors.
Vector’s core business is comprised of three divisions:
• Regulated Networks – delivery of electricity and gas for the Auckland region;
• Gas Trading – sale and distribution of gas products including nearly 800 OnGas
bottle swap outlets across New Zealand and LPG depots spread from Invercargill
to Whangarei; and
• Technology - metering services, design and provision of energy management solutions
and telecommunications services.
Vector is seeking to raise up to $200 million under the Offer with the ability to accept
up to an additional $50 million of oversubscriptions.
The proceeds of the Bonds are intended to be used to repay a portion of Vector’s
existing bank debt. The Bonds will provide further diversification of funding sources
for Vector.
Investors can participate in the Offer by contacting a Joint Lead Manager or their usual
financial adviser.
There are risks associated with the Bonds that may affect your returns and repayment
of your investment in the Bonds. An overview of the key risks is set out in Section 6 of
this PDS (Risks of investing). You should read this PDS before deciding whether to invest
in the Bonds.
I also encourage you to seek financial, investment or other professional advice from
a qualified professional adviser as you take time to consider the Offer.
On behalf of the Board, I look forward to your involvement in the Offer and your support
of Vector.
For more information on Vector and the Offer, please visit our website www.vector.co.nz.
Yours faithfully,


Chair
Dame Alison Paterson
LETTER FROM THE CHAIR
1. As at 31 December 2018
5Vector Limited

Product Disclosure Statement
2019

SECTION 2.
KEY DATES AND
OFFER PROCESS
2.1 KEY DATES
Minimum Interest Rate and indicative Issue Margin
announcement
Friday, 10 May 2019
Opening Date Monday, 13 May 2019
Closing Date 12.00pm, Thursday, 16 May 2019
Rate Set DateThursday, 16 May 2019
Issue Date/Allotment Date Monday, 27 May 2019
Expected date of initial quotation and trading of the
Bonds on the NZX Debt Market
Tuesday, 28 May 2019
Interest Payment Dates 27 May and 27 November in each year
First Interest Payment Date 27 November 2019
Maturity Date 27 May 2025
The timetable is indicative only and subject to
change. Vector may, in its absolute discretion and
without notice, determine to vary the timetable
(including by opening or closing the Offer early,
accepting late applications and extending the
Closing Date). Changes will be advised by way
of announcement through NZX.
If the Closing Date is extended, the Rate Set Date,
the Issue Date, the expected date of initial quotation
and trading of the Bonds on the NZX Debt Market,
the Interest Payment Dates and the Maturity Date
may also be extended. Any such changes will not
affect the validity of any applications received.
Vector reserves the right to cancel the Offer and
the issue of the Bonds, in which case all application
monies received will be refunded (without interest)
as soon as practicable and in any event within five
NZX trading days of the cancellation.
6Vector Limited

Product Disclosure Statement
2019

SECTION 3.
TERMS OF THE OFFER
3.1 TERMS OF THE OFFER
Issuer Vector Limited.
Description of the BondsUnsecured, unsubordinated fixed rate bonds.
Term 6 years, maturing on 27 May 2025.
Offer amount Up to $200 million (with the ability to accept oversubscriptions of up to an additional
$50 million at Vector’s discretion). The final Offer amount will be determined by Vector
in conjunction with the Joint Lead Managers and announced via NZX on 16 May 2019.
Issue price $1.00 per Bond, being the Principal Amount of each Bond.
Interest Rate The Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest
Rate and the indicative Issue Margin will be determined by Vector in conjunction with the
Joint Lead Managers and announced via NZX on 10 May 2019.
The Interest Rate will be set on the Rate Set Date (16 May 2019) and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
The Issue Margin will be determined by Vector in conjunction with the Joint Lead Managers
following a bookbuild on the Rate Set Date. A bookbuild is a process whereby a margin
is determined by reference to bids from market participants for an allocation of Bonds
at different margins. The Interest Rate will be announced via NZX on the Rate Set Date.
Interest Payment DatesSix monthly in arrear on 27 May and 27 November each year (or if that scheduled day is
not a Business Day, the next Business Day) until and including the Maturity Date, with the
First Interest Payment Date being 27 November 2019.
Interest payments and
entitlement
Payments of interest on Interest Payment Dates will be of equal semi-annual amounts.
Any interest on the Bonds payable on a date which is not an Interest Payment Date,
will be calculated based on the number of days in the relevant period and a 365-day year.
On Interest Payment Dates interest will be paid to the person registered as the Bondholder
as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 days before the
relevant scheduled Interest Payment Date. If the record date falls on a day which is not
a Business Day, the record date will be the immediately preceding Business Day.
7Vector Limited

Product Disclosure Statement
2019

Opening Date 13 May 2019.
Closing Date 12.00pm, 16 May 2019.
SecurityThe Bonds are not secured over the assets of Vector or any other member of the
Vector Group.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed.
The sole Guarantor as at the Issue Date of the Bonds will be NGC Holdings Limited,
a wholly owned subsidiary of Vector.
More information on the terms of the guarantee under the Negative Pledge Deed is set
out in section 5 of this PDS (Key features of the Bonds).
Ranking of BondsOn a liquidation of Vector, the Bonds will rank as unsecured and unsubordinated
obligations of Vector and will:
• rank after liabilities secured over assets of Vector and liabilities preferred by law;
• rank equally with all other unsecured and unsubordinated liabilities of Vector; and
• rank ahead of any subordinated liabilities and claims of Vector shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Negative
Pledge Deed will rank as unsecured and unsubordinated obligations of the Guarantor.
More information on the ranking of the Bonds is set out in section 5 of this PDS
(Key features of the Bonds).
ScalingVector may scale applications at its discretion, but will not scale any application to below
$5,000 or to an amount that is not a multiple of $1,000.
RefundsIf Vector does not accept your application (whether because of late receipt or otherwise)
or accepts it in part, all or the relevant balance of your application money received will be
repaid to you as soon as practicable and, in any event, within five NZX trading days of the
Issue Date.
No interest will be paid on refunds.
Minimum application
amount and minimum
holding of Bonds
$5,000 and multiples of $1,000 thereafter.
Who may apply under
the Offer?
The Offer will be open to institutional investors and members of the public who are
resident in New Zealand and certain overseas institutional investors only.
All of the Bonds (including any oversubscriptions) have been reserved for subscription by
clients of the Joint Lead Managers, NZX Firms and other approved financial intermediaries
invited to participate in a bookbuild conducted by the Joint Lead Managers.
There is no public pool for the Bonds.
How to applyApplication instructions are set out in section 12 of this PDS (How to apply).
No underwritingThe Offer is not underwritten.
BrokerageVector will pay brokerage to market participants in respect of the Offer.
You are not required to pay brokerage or any other fees or charges to Vector to purchase
the Bonds. However, you may have to pay brokerage to the firm from whom you receive
an allocation of Bonds.
Transfer restrictions
and NZX approval
Vector may decline to accept or register a transfer of the Bonds if the transfer would result
in the transferor or the transferee holding or continuing to hold Bonds with a Principal
Amount of less than $5,000 (if not zero) or if the transfer is not in multiples of $1,000.
NZX has provided Vector with approval under NZX Listing Rule 11.1.5 to permit these
transfer restrictions.
8Vector Limited

Product Disclosure Statement
2019

NZX waiverNZX has provided a waiver to Vector in respect of NZX Listing Rule 7.11.1 (which requires
an issuer to issue bonds within five NZX trading days after the close of the offer for those
bonds). The waiver enables Vector to structure the Offer so that the Issue Date is seven
NZX trading days after the Closing Date.
Financial covenantsVector gives certain financial undertakings to the Supervisor, namely that:
• the net debt of the Vector Group expressed as a percentage of the consolidated total
capitalisation of the Vector Group (being the sum of net debt and the net worth of the
Vector Group) shall not exceed 72%; and
• at each calculation date, the ratio of EBITDA of the Vector Group to senior interest
expense for the 12 month period ending on the relevant calculation date shall be
not less than 1.5:1.
See clause 11.2 of the Trust Deed for the detailed wording of these covenants.
A breach by Vector of either financial undertaking set out above can lead to an Event of
Default (if that breach (if capable of remedy) is not remedied within 10 Business Days).
Set out below and in section 5 of this PDS (Key features of the Bonds) is more information
on Events of Default. The Events of Default are set out in clause 12.1 of the Trust Deed.
Events of Default If an Event of Default occurs and is continuing the Supervisor may in its discretion, and must
upon being directed to do so by a Special Resolution of Bondholders, by written notice to
Vector, declare the Principal Amount of the Bonds together with accrued interest and any
other amounts specified in the Series Supplement to be immediately due and payable.
Early redemption Neither you nor Vector are able to redeem the Bonds before the Maturity Date.
However, Vector may be required to repay the Bonds early if there is an Event of Default
(as described above).
Further bondsVector may issue further bonds without the consent of Bondholders which may rank ahead
of, equally with or behind the Bonds.
Ta x e sTaxes may be deducted from interest payments on the Bonds. See section 7 of this PDS
( Ta x ) for further details.
QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX
Debt Market and all the requirements of NZX relating to that quotation that can be
complied with on or before the date of distribution of this PDS have been duly complied
with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this PDS. 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 VCT090 has been reserved for the Bonds.
Selling restrictionsThe Offer and subsequent transfers of Bonds are subject to the selling restrictions
contained in section 8 of this PDS (Selling restrictions).
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Vector, the Supervisor and the Joint Lead Managers for any loss suffered as a result
of any breach by you of the selling restrictions contained in section 8 (Selling restrictions).
Governing law New Zealand.
3.2 OTHER DOCUMENTS
The terms of the Bonds, and other key terms of the
Offer, are set out in the Trust Deed, as supplemented
by the Series Supplement. The Supervisor will also
have the benefit of the Negative Pledge Deed (along
with certain other creditors of Vector, such as banks
who lend to Vector and noteholders under Vector’s
note programmes).
You should read these documents. Copies
may be obtained from the Offer Register at
www.companiesoffice.govt.nz/disclose.
9Vector Limited

Product Disclosure Statement
2019

SECTION 4.
PURPOSE OF THE OFFER
SECTION 5.
KEY FEATURES OF
THE BONDS
The proceeds of the Offer will be used to repay a portion
of Vector’s existing bank debt. The Bonds will provide
further diversification of funding sources for Vector.
The use of the proceeds of the Offer will not change
irrespective of the total amount that is raised.
The Offer is not underwritten.
A number of key features of the Bonds are described
in section 3 of this PDS (Terms of the Offer). Some
of these features and the other key features of the
Bonds are described in the following paragraphs of this
section 5.
The Supervisor is appointed to act as supervisor and
trustee for the Bondholders on the terms contained in
the Trust Deed. Copies of the Trust Deed, the Series
Supplement and the Negative Pledge Deed are included
on the Offer Register. The information in this section is
a summary of certain terms of the Trust Deed, the Series
Supplement and the Negative Pledge Deed.
5.1 RANKING
The Bonds constitute unsecured, unsubordinated
obligations of Vector. On a liquidation of Vector
amounts owing to Bondholders rank equally with
all other unsecured and unsubordinated obligations
of Vector.
Amounts owing under the Negative Pledge
Deed constitute unsecured and unsubordinated
obligations of each Guarantor and on a liquidation
of a Guarantor, amounts owing to Bondholders
under the Negative Pledge Deed rank equally with
all other unsecured and unsubordinated obligations
of the relevant Guarantor.
The ranking of the Bonds on a liquidation of Vector
is summarised in the diagram on the following page.
The actual amounts of liabilities and equity of Vector
at the point of its liquidation will be different to the
indicative amount set out in the diagram on the
following page.
10Vector Limited

Product Disclosure Statement
2019

Diagram showing ranking of Bonds
Ranking on the liquidation
of VectorLiabilities
Indicative amount of
existing liabilities and
equity of the Vector Group
as at 31 March 2019
adjusted for expected
proceeds of the Offer
Higher ranking/
Earlier priority
Liabilities that rank in
priority to the Bonds
1
Liabilities secured over
assets of Vector and
liabilities preferred by
law (including employee
entitlements and IRD for
certain unpaid taxes)
$30 million
Liabilities that rank equally
with the Bonds (including
the Bonds)
2
Bonds
Bank debt and note
programmes
Other unsecured and
unsubordinated liabilities
(such as general and
trade creditors)
$250 million
$1,993 million

$157 million
Lower ranking/
Later priority
Liabilities that rank below
the Bonds
Capital bonds quoted on
the NZX Debt Market
$307 million
Equity
3
Ordinary shares, reserves
and retained earnings.
$2,374 million
1. Liabilities that rank in priority to the Bonds at 31 March 2019 include:
• employee entitlements for unpaid salaries and wages, holiday pay and bonuses and pay-as-you-earn (PAYE) of $21 million; and
• amounts owing to Inland Revenue for unpaid goods and services tax of $9 million.
There are typically other preferred or secured claims which arise when a company is liquidated which are not possible to foresee and cannot
therefore be quantified.
2. Amounts shown in the diagram assume $250 million of Bonds are issued under the Offer and all of the proceeds of the Offer are used to repay
existing bank debt. Vector does not expect the final size of the Offer will materially impact the total value of these calculations.
3. The amount of equity stated in the diagram includes an amount in relation to Vector’s existing quoted financial products (i.e. Vector’s ordinary shares
which are quoted on the NZX Main Board).
5.2 RESTRICTIONS ON CREATING FURTHER
LIABILITIES
The Vector Group could, at any time after the Issue
Date, without the consent of Bondholders create
further liabilities that rank equally with or in priority
to the Bonds, provided that it complies with the
restrictions described below. These further liabilities
could, for example, be a new series of bonds issued
under the Trust Deed or a new borrowing facility
with a bank.
Vector gives various financial undertakings to the
Supervisor (and certain other creditors of Vector
such as its banking group) which will restrict the
ability of the Guaranteeing Group to borrow.
The first financial undertaking given by Vector is
that Vector’s Gearing Ratio shall not exceed 72%.
This ratio is calculated as the net debt of the
Vector Group expressed as a percentage of the
consolidated total capitalisation of the Vector Group.
For this purpose:
• net debt is calculated as the Vector Group’s
finance debt less available cash and cash
equivalents; and
• consolidated total capitalisation is the sum of net
debt (as calculated above) and the consolidated
net worth of the Vector Group, which is calculated
as total equity of the Vector Group less amounts
attributable to minority interests.
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The second financial undertaking given by Vector
is that, at each calculation date, Vector’s Interest
Cover Ratio shall be not less than 1.5:1. This ratio is
calculated as EBITDA of the Vector Group to senior
interest expense of the Vector Group for the twelve
month period ending on the relevant calculation
date. For this purpose:
• EBITDA is the sum (without duplication) of
(a) operating surplus, (b) interest expense,
(c) income tax expense and (d) depreciation
and amortisation of the Vector Group for that
period; and
• senior interest expense for a period is
calculated as the aggregate of all interest
expense deducted in the calculation of operating
surplus for that period less any such interest
expense incurred in relation to debt that is
subordinated and the amount of all dividends
paid or payable on redeemable shares issued
by Vector or any Guarantor.
The description set out above is only a summary
of the financial undertakings and the terms
used in calculating the ratios described in those
undertakings. The full details of these undertakings
are set out in clause 11.2 of the Trust Deed.
A breach by Vector of either financial undertaking
set out above will lead to an Event of Default if the
breach (if capable of remedy) is not remedied within
10 Business Days.
The restriction on the Guaranteeing Group creating
security described below under the heading
“Restrictions on Granting Security” could also
indirectly affect the ability of the Vector Group
to borrow.
Vector has entered into various other financing
arrangements, including revolving credit and
term facilities with lenders and note issuances
to investors. A number of these other financing
arrangements contain terms that limit the ability
of Vector or a Guarantor to borrow, such as financial
covenants equivalent to the financial covenants in
the Trust Deed (although these are not terms of the
Bonds so Bondholders do not have the benefit of
these, and they may be amended or waived by the
relevant financiers).
5.3 GUARANTEES
The Bonds will be guaranteed by the Guarantors
under the Negative Pledge Deed.
Under the Negative Pledge Deed, each Guarantor
will jointly and severally guarantee to the Supervisor
the payment of all amounts owed to Bondholders in
respect of the Bonds.
There are no limits on the amount for which any
Guarantor may be liable under the Guarantee and
there are no conditions to the Guarantee. The
obligations of the Guarantors under the Negative
Pledge Deed will be unsecured.
Not all members of the Vector Group are required
to be Guarantors. Under the Trust Deed, Vector
must ensure that at all times the total tangible
assets of the Guaranteeing Group (being Vector
and the Guarantors) will be not less than 85%
of the total tangible assets of the consolidated
Vector Group.
For full details of these provisions, see clause 11.2
of the Trust Deed.
As at the Issue Date for the Bonds, the sole
Guarantor will be NGC Holdings Limited. NGC
Holdings Limited is a member of the Vector Group.
The Negative Pledge Deed contains provisions that
allow Vector to have a Guarantor released from the
guarantee under the Negative Pledge Deed if:
• the Guarantor ceases to be a subsidiary of
Vector following a disposal of its shares and two
directors of Vector certify as to certain matters;
• the Guarantor is to be dissolved or liquidated
and all of its assets available for distribution will
be distributed to another Guarantor; or
• beneficiaries of the Negative Pledge Deed
(which will include the Supervisor on behalf of
Bondholders) pass an extraordinary resolution
on the terms of the Negative Pledge Deed
consenting to that release.
In addition, for any Guarantor to be released:
• there must be no indebtedness owed by the
Guarantor to any beneficiary of the Negative
Pledge Deed (including the Bondholders)
other than indebtedness solely as a guarantor
or the relevant beneficiary has consented to
the release; and
• there must be no subsisting breach of the
Negative Pledge Deed or any credit facility
with the benefit of the Negative Pledge
Deed (including the Trust Deed and the
Series Supplement).
5.4 RESTRICTIONS ON GRANTING SECURITY
Vector has agreed with the beneficiaries of the
Negative Pledge Deed (including, while any Bonds
issued under the Trust Deed remain outstanding,
the Supervisor) that none of its assets will be
secured. Notwithstanding this restriction, Vector
or another Guarantor is permitted to create
security or permit security to exist over its assets:
• if the aggregate value of the assets secured
does not exceed 5.0% of the total tangible
assets of the Vector Group;
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• if beneficiaries of the Negative Pledge Deed
(which will include the Supervisor on behalf of
Bondholders) pass an extraordinary resolution
on the terms of the Negative Pledge Deed
consenting to that security; or
• in certain other limited circumstances set out
in the Negative Pledge Deed, (for example:
if the security arises by operation of law or
securing certain taxes, rights of netting, set-
off, combination or consolidation of accounts,
a retention of title arrangement, a deemed
security interest, in relation to joint venture
assets or relates to the acquisition of an asset).
This is not a complete list of the circumstances
where Vector or another Guarantor is permitted to
create security. For full details of these provisions
see clause 2.1 and the definition of “Permitted
Security Interest” in the Negative Pledge Deed.
Vector has entered into various other financing
arrangements, including revolving credit and
term facilities with lenders and note issuances to
investors. These other financing arrangements also
have the benefit of the Negative Pledge Deed or
contain restrictions on Vector that are equivalent to
those in the Negative Pledge Deed (although, where
another financier has the benefit of equivalent terms,
these are not terms of the Bonds so Bondholders
do not have the benefit of these, and they may be
amended or waived by the relevant financiers).
5.5 EVENTS OF DEFAULT
The Events of Default are contained in the Trust
Deed. They include:
• a failure by Vector to make a payment due in
respect of the Bonds, subject to certain grace
periods;
• a breach by Vector or a Guarantor of an
obligation under the Trust Deed, the Series
Supplement or the Negative Pledge Deed,
subject to certain grace periods;
• a representation by Vector or a Guarantor under
the Trust Deed, the Series Supplement or the
Negative Pledge Deed, is incorrect in any material
respect when made;
• any indebtedness in total of more than
$20 million (or its equivalent in any other
currency) of Vector or any Guarantor is not
paid when due or within any applicable grace
period in any document relating to such
indebtedness, or becomes due and payable
prior to its stated maturity by reason of an
event of default, cancellation event, prepayment
event or similar event (whatever called); and
• insolvency events that affect Vector or
a Guarantor.
This summary does not cover all of the Events
of Default. For full details of the Events of Default
see clause 12.1 of the Trust Deed.
At any time while an Event of Default continues the
Supervisor may at its discretion and shall if directed
to do so by a Special Resolution of Bondholders of
any series of bonds (including the Bonds), by written
notice to Vector, declare the Principal Amount of the
Bonds of that series together with accrued interest
and any other amounts specified in the Series
Supplement to be immediately due and payable.
Accrued interest is the interest earned on your
Bonds since the last payment date and which has
not been paid to you.
5.6 OTHER RELEVANT INFORMATION ABOUT THE
TRUST DEED
The Trust Deed also contains a number of standard
terms, including relating to:
• the role of the Supervisor, and the powers and
duties of the Supervisor. The Supervisor will not
be responsible for monitoring the application by
Vector of the money paid by the subscribers of
the Bonds;
• the process for replacement of the Supervisor;
• the right of the Supervisor to be indemnified;
• the payment of fees, expenses and other
amounts owing to the Supervisor (including
that amounts owing to the Supervisor are, on a
default, paid from the proceeds of enforcement
before payments to Bondholders);
• the holding of meetings of Bondholders;
• the process for Bondholders to sell or transfer
their Bonds (including that such sales and
transfers are subject to the terms of the Trust
Deed and applicable laws, in particular that
transfers that would result in the transferee or
transferor holding Bonds with a total Principal
Amount of less than $5,000, or in an amount
that is not a multiple of $1,000, will not be
allowed); and
• the process for amending the Trust Deed.
To summarise, the Trust Deed can be amended:
–with the consent of the Supervisor; or
–by the Financial Markets Authority under
section 109 of the Financial Markets
Conduct Act 2013; or
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–under section 22(7) or 37(6) of the
Financial Markets Supervisors Act 2011
or any other enactment.
The Supervisor must only consent to an
amendment if:
–the amendment is approved by a Special
Resolution of the Bondholders (or each class
of Bondholders that is or may be adversely
affected by the amendment); or
–the Supervisor is satisfied that the
amendment does not have a material adverse
effect on the Bondholders (and the Supervisor
certifies to that effect and certifies, or obtains
a certificate from a lawyer, that the Trust Deed,
as amended or replaced, will comply with
sections 104 to 106 of the Financial Markets
Conduct Act 2013 on the basis set out in
the certificate).
You should read the Trust Deed for further information.
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6.1 INTRODUCTION
This section describes the following potential
key risk factors:
• general risks associated with an investment in
the Bonds; and
• specific risks relating to Vector’s creditworthiness.
The selection of risks has been based on an
assessment of a combination of the probability of
a risk occurring and the impact of the risk if it did
occur. This assessment is based on the knowledge
of the Directors as at the date of this PDS. There is
no guarantee or assurance that the importance of
different risks will not change or that no other risks
may emerge over time.
Where practicable, Vector will seek to implement risk
mitigation strategies to minimise the exposure to
some of the risks outlined below, although there can
be no assurance that such arrangements will fully
protect Vector from such risks.
You should carefully consider these risks (together
with the other information in this PDS and available
on the Offer Register) before deciding to invest in
the Bonds. This summary does not cover all of the
risks of investing in the Bonds.
The statement of risks in this section does not
take account of the personal circumstances,
financial position or investment requirements of
any particular person. It is important, therefore,
that before making any investment decision,
you give consideration to the suitability of an
investment in the Bonds in light of your individual
risk profile for investments, investment objectives
and personal circumstances (including financial
and taxation issues).
SECTION 6.
RISKS OF INVESTING
6.2 GENERAL RISKS
An investment in the Bonds is subject to the
following general risks:
• Vector becomes insolvent and is unable to meet
its obligations under the Bonds, including the
obligations to pay interest on, and repay the
Principal Amount of, the Bonds;
• any Guarantor is unable to meet its obligations
under the guarantee provisions of the Negative
Pledge Deed if Vector defaults; and
• if a Bondholder wishes to sell their Bonds
before maturity:
–they may be unable to find a buyer; or
–the price at which they are able to sell their
Bonds is less than the Principal Amount they
paid for them.
These outcomes may arise because of factors
related to Vector’s creditworthiness, or because
of other factors. These other factors may include
the following:
–the fact that a trading market for the Bonds
never develops, or if it develops is not very
liquid. Although permission is expected to be
granted to quote the Bonds on the NZX Debt
Market, this does not guarantee any trading
market in the Bonds;
–the level, direction and volatility of market
interest rates. For example, if market interest
rates go up, the market value of the Bonds
would typically be expected to go down and
vice versa; and/or
–the fact that Bondholders seeking to sell
relatively small or relatively large amounts
of Bonds may not be able to do so at
prices comparable to those available to
other Bondholders.
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6.3 SPECIFIC RISKS RELATING TO VECTOR’S
CREDITWORTHINESS
Described below are what Vector considers to be
the key risks which, if they were to occur, are likely
to significantly increase, either individually or in
combination, the possibility that Vector may default
on its payment obligations under the Bonds.
Because the largest part of Vector’s business is
delivery of electricity and gas to customers in the
Auckland region (Vector earned approximately 60%
of its revenues from this networks business in the
financial year ended 30 June 2018), each of the
risks described below primarily relates to Vector’s
Auckland networks business.
Significant infrastructure damage risk
Vector’s networks business is dependent on the
effective operation of Vector’s electricity and gas
distribution networks within the Auckland region
as well as third party assets in the wider energy
system outside Auckland such as electricity and gas
transmission networks and electricity generation and
gas production assets. Vector’s assets or key assets
in the wider energy system could be damaged or
destroyed by a natural disaster such as a major
volcanic eruption, earthquake, tsunami or storm,
which in extreme circumstances could result in a
major interruption to Vector’s Auckland networks.
This is a specific risk to Vector because:
• Vector operates a physical (and geographically
specific) network in Auckland which is susceptible
to damage by natural disasters;
• Vector’s networks rely on uninterrupted supply
of electricity and gas and the uninterrupted
operation of energy system assets; and
• Vector does not have insurance covering all
potential damage to all of its network assets.
If a prolonged or significant network interruption
were to occur due to its networks being damaged
or destroyed by a natural disaster (for instance
following a volcanic eruption or devastating weather
event in Auckland), this could result in a material
reduction in Vector’s revenues and a significant
increase in costs (such as additional costs to repair
any damage to Vector’s network assets). Vector
considers that only if the damage or destruction
was catastrophic or continuing for a long period
would it be likely to affect Vector’s ability to meet
its payment obligations under the Bonds.
Vector cannot predict these events and the financial
impact will depend on the extent of the damage
to assets and the period of time during which the
network operation is disrupted. The likelihood and/
or magnitude of natural disasters may be increased
over time by climate change. An event would need
to be of a scale greater than any natural event which
has impacted Vector’s business to date to cause
a payment default in respect of the Bonds.
As is commonly the case for energy distribution
companies, Vector self-insures most of its network
assets and therefore it does not have insurance
covering all potential damage to its networks.
Vector would likely have to fund a large proportion
of remediation costs if its networks are extensively
damaged by a natural event. Vector seeks to
mitigate the operational impact of major damage
to its networks through detailed risk management
and contingency and business continuity plans.
Serious failure of networks risk
Vector’s networks business is dependent on the
effective operation of its Auckland electricity
and gas distribution networks. These networks
could fail or be interrupted due to breakdown of,
or damage to, key network equipment or cyber
security breach. This is a particular risk to Vector
because if any of the above circumstances occurred,
and Vector’s services were unavailable to a material
number of customers for a significant period,
that could result in:
• material revenue loss for Vector; and
• Vector incurring significant costs to restore the
functionality or maintain security of its networks.
Brief or less significant interruptions to the network
can usually be managed without a material impact
on Vector’s business. Vector considers that only if
the interruption was significant and continuing for
a long period would it be likely to affect Vector’s
ability to meet its payment obligations under the
Bonds. There is also potential for financial risk to
Vector if it becomes liable for customer losses
as a result of a significant interruption, although
Vector expects that it would be able to make those
payments without affecting its ability to meet the
payment obligations under the Bonds.
Vector cannot predict when an operational failure
or cyber security breach might occur. Vector
actively manages its assets to minimise the risk of
any significant operational problems affecting its
networks, including investing in new equipment
and proactive and reactive maintenance as well
as detailed contingency and business continuity
planning. Vector manages cyber security with the
assistance of recognised global ICT security experts.
Vector also employs a variety of tools to help detect,
prevent and recover from potential cyber security
attacks and improve the security of its network
and systems.
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Regulatory change and forecasting risk
Vector’s networks business is highly regulated
in comparison to other businesses and subject
to oversight by regulators, including the
Commerce Commission and the Electricity
Authority. In particular, Vector’s networks
business revenue is prescribed by regulation.
The regulatory environment in which Vector operates
has changed in the past and it could change
over the term of the Bonds, for example, due to a
significant change in Government policy or change
in regulatory settings used to determine Vector’s
networks business revenue. This is a particular risk
to Vector because the majority of its revenues are
derived from its regulated networks business and
the regulatory framework which applies to that
business is subject to review and change. Vector’s
regulated network revenues are also dependent on
accurate forecasting for each regulatory period by
the Commerce Commission.
Vector does not expect regulatory changes over
the term of the Bonds (including the upcoming
review and reset by the Commerce Commission
of Vector’s default price quality path (Default Price
Path 3)) to affect its ability to meet its payment
obligations under the Bonds. However, it is possible
that unexpected changes in Government policy
or regulatory settings could occur in the future.
It would need to be a significant departure from
the current regulatory settings applicable to
Vector to affect its payment obligations in
respect of the Bonds.
Vector seeks to minimise these risks by working
constructively with regulators to ensure a balanced
and fair regulatory regime applies to its regulated
business and which appropriately addresses
forecast inputs.
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7.1 RESIDENT WITHHOLDING TAX
If you are tax resident in New Zealand or otherwise
receive payments of interest on the Bonds that
are subject to the resident withholding tax rules,
resident withholding tax at the relevant rate will
be deducted from interest paid or credited to
you unless you produce to the Securities Registrar
a valid certificate of exemption (or other evidence
confirming that you have resident withholding tax
exempt status) on or before the record date for
the relevant payment date.
7.2 APPROVED ISSUER LEVY
If you receive payments of interest on the Bonds
subject to the non-resident withholding tax rules,
an amount equal to any approved issuer levy (AIL)
payable will be deducted from payments of interest
to you in lieu of deducting non-resident withholding
tax (except where you elect otherwise and Vector
agrees, or it is not possible under any law, in which
case non-resident withholding tax will be deducted).
If the AIL regime applies, Vector will apply the zero
rate of AIL if possible, and otherwise pay AIL at the
applicable rate. If the AIL regime changes, Vector
reserves the right not to pay AIL. See the Trust Deed
for further details.
SECTION 7.
TA X
7.3 INDEMNITY
If, in respect of any of your Bonds, Vector or the
Supervisor becomes liable to make any payment of,
or on account of, tax payable by you, then you will be
required to indemnify Vector and the Supervisor in
respect of such liability. Any amounts paid by Vector
or the Supervisor in relation to any such liability may
be recovered from you by withholding the amount
from further payments to you in respect of Bonds.
See the Trust Deed for further details.
7.4 GENERAL
There may be other tax consequences from
acquiring or disposing of the Bonds. If you have
any queries relating to the tax consequences of
the investment, you should obtain professional
advice on those consequences.
Taxes may affect your returns. The information set
out above does not constitute taxation advice to
any Bondholder, is general in nature and limited to
consideration of New Zealand taxation laws in force
as at the date of this PDS. Future changes to these
or other laws may affect the tax consequences of
an investment in the Bonds.
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This PDS constitutes an offer of Bonds to institutional
investors and members of the public who are resident
in New Zealand and certain overseas institutional
investors only.
Vector has not taken and will not take any action which
would permit a public offering of Bonds, or possession
or distribution of any offering material in respect of the
Bonds, in any country or jurisdiction where action for that
purpose is required (other than New Zealand).
The Bonds may only be offered for sale or sold in
a jurisdiction other than New Zealand in compliance
with all applicable laws and regulations in any jurisdiction
in which they are offered, sold or delivered.
Any information memorandum, disclosure statement,
circular, advertisement or other offering material in
respect of the 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).
There are specific selling restrictions that apply to an offer
of the Bonds in the European Economic Area, Switzerland,
the United Kingdom, Australia, Hong Kong, Japan,
Singapore, Taiwan and the United States of America.
SECTION 8.
SELLING RESTRICTIONS
These selling restrictions do not apply to an offer of
the Bonds in New Zealand.
A copy of these selling restrictions can be found on
the Offer Register.
These selling restrictions may be modified by Vector and
the Joint Lead Managers, including following a change
in a relevant law, regulation or directive. Persons into
whose hands this PDS comes are and each Bondholder
is, required by Vector and the Joint Lead Managers to
comply with all applicable laws and regulations in each
country or jurisdiction in or from which they purchase,
offer, sell or deliver Bonds or have in their possession
or distribute such offering material, in all cases at their
own expense.
By subscribing for Bonds, each investor agrees to
indemnify, among others, Vector, the Supervisor, the
Joint Lead Managers, the Organising Participant and
their respective directors, officers, employees and
agents in respect of any loss, cost, liability or damages
suffered as a result of that investor breaching the selling
restrictions referred to in this section.
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SECTION 9.
WHO IS INVOLVED?
NameRole
IssuerVector LimitedIssuer of the Bonds.
SupervisorThe New Zealand Guardian Trust
Company Limited
Holds certain covenants on trust for the benefit of the
Bondholders, including the right to enforce Vector’s
obligations under the Bonds.
Organising Participant Craigs Investment Partners
Limited
Is responsible to the NZX in relation to the quotation of
the Bonds.
Joint Lead Managers ANZ Bank New Zealand Limited,
Deutsche Craigs Limited,
Forsyth Barr Limited and
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its
New Zealand branch)
Assist with the bookbuild for the Offer, and marketing
and distribution of the Bonds.
This PDS does not constitute a recommendation by
any Joint Lead Manager, or any of their respective
directors, officers, employees, agents or advisers to
purchase any Bonds.
The Joint Lead Managers will assist with the bookbuild
for the Offer and with the marketing and distribution of
the Offer. Except as described above, the Joint Lead
Managers are not otherwise involved in the Offer.
None of the Joint Lead Managers and their respective
directors, employees, agents and advisers or the
Organising Participant have independently verified the
content of this PDS.
Securities Registrar Computershare Investor
Services Limited
Maintains the Bond Register.
Solicitors to Vector Bell GullyProvides legal advice to Vector in respect of the Offer.
Solicitors to Supervisor Chapman TrippProvides legal advice to the Supervisor in respect of
the Offer.
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SECTION 10.
HOW TO COMPLAIN
Complaints about the Bonds can be directed to:
Vector Limited at
Level 4
101 Carlton Gore Road
Newmarket, Auckland
Phone: +64 (9) 978 7788
Email: info@vector.co.nz
If for any reason Vector is unable to resolve your
complaint, please contact the Supervisor at:
The New Zealand Guardian Trust Company Limited
Manager, Corporate Trusts
Level 6
191 Queen Street
PO Box 274
Auckland 1140
Phone: 0800 683 909
Email: ct-auckland@nzgt.co.nz
The Supervisor is a member of an external, independent
dispute resolution scheme operated by Financial Services
Complaints Limited (FSCL) and approved by the Ministry
of Consumer Affairs.
If Vector and the Supervisor have not been able to
resolve your issue, you can refer the matter to FSCL by
emailing info@fscl.org.nz, or calling FSCL on 0800 347
257 or by contacting the Complaint Investigation Officer,
Financial Services Complaints Limited, 101 Lambton Quay,
Wellington, PO Box 5967, Wellington 6145.
The scheme will not charge a fee to any complainant
to investigate or resolve a complaint.
Complaints may also be made to the Financial Markets
Authority through their website www.fma.govt.nz.
SECTION 11.
WHERE YOU CAN FIND
MORE INFORMATION
11.1 OFFER REGISTER
Further information relating to Vector and the Bonds
is available on the Offer Register.
The information contained on the Offer Register
includes a copy of the Trust Deed, the Series
Supplement and the Negative Pledge Deed.
The Offer Register can be accessed at
www.companiesoffice.govt.nz/disclose, offer
number (OFR12633). A copy of the information
on the Offer Register is available on request
to the Registrar of Financial Service Providers
(email: registrar@fspr.govt.nz).
11.2 COMPANIES OFFICE
Further information relating to Vector is also
available on the public register at the Companies
Office of the Ministry of Business, Innovation and
Employment. This information can be accessed
free of charge on the Companies Office website
(www.companiesoffice.govt.nz/companies).
11.3 NZX DISCLOSURES
As Vector is listed, it makes half-yearly and
annual announcements to NZX and such other
announcements to comply with the continuous
disclosure rules of the NZX Listing Rules (including
as modified by any waivers, rulings or exemptions
applicable to Vector) from time to time.
You can obtain information provided to NZX by
Vector in accordance with the NZX Listing Rules free
of charge by searching under Vector’s stock code
“VCT” on the NZX website (www.nzx.com).
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SECTION 12.
HOW TO APPLY
All of the Bonds have been reserved for clients of the
Joint Lead Managers, institutional investors and other
approved participants and will be allocated to those
persons by Vector in consultation with the Joint Lead
Managers. There is no public pool for the Bonds. You
should contact a Joint Lead Manager or your financial
adviser for details of how to purchase the Bonds.
This means that you can only apply for Bonds through
a Primary Market Participant or approved financial
intermediary who has obtained an allocation. You
can find a Primary Market Participant by visiting
www.nzx.com/investing/find-a-participant.
The Primary Market Participant or approved financial
intermediary will:
• provide you with a copy of this PDS (if you have not
already received a copy);
• explain what you need to do to apply for Bonds; and
• explain what payments need to be made by you (and
by when).
Your financial adviser will be able to advise you as to what
arrangements will need to be put in place for you to trade
the Bonds including obtaining a common shareholder
number (CSN), an 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.
22Vector Limited

Product Disclosure Statement
2019

SECTION 13.
CONTACT INFORMATION
ORGANISING PARTICIPANT
Craigs Investment Partners Limited
158 Cameron Road
Tauranga 3110
Phone: 0800 226 263
JOINT LEAD MANAGERS
ANZ Bank New Zealand Limited
Level 10
ANZ Centre
171 Featherston Street
Wellington 6011
Phone: 0800 269 476
Deutsche Craigs Limited
Level 36
Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Forsyth Barr Limited
Level 23
Lumley Centre
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Westpac Banking Corporation
(ABN 33 007 457 141) (acting through
its New Zealand branch)
16 Takutai Square
Auckland 1010
Phone: 0800 942 822
SECURITIES REGISTRAR & PAYING AGENT
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
ISSUER
Vector Limited
Level 4
101 Carlton Gore Road
Newmarket, Auckland
Phone: +64 (9) 978 7788
Directors
Dame Alison Paterson (independent, Chair)
Michael Buczkowski (non-independent)
Tony Carter (independent)
Jonathan Mason (independent, Deputy Chair)
Dame Paula Rebstock (independent)
Karen Sherry (non-independent)
Robert Thomson (independent)
Bruce Turner (independent)
NEW ZEALAND LEGAL ADVISERS
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Phone: +64 (9) 916 8800
SUPERVISOR
The New Zealand Guardian Trust
Company Limited
Level 6
191 Queen Street
PO Box 274
Auckland 1010
Phone: 0800 683 909
23Vector Limited

Product Disclosure Statement
2019

SECTION 14.
GLOSSARY
$ or NZ$New Zealand dollars
BoardVector’s board of Directors
Bondholder or you A person whose name is entered in the Bond Register as a holder of a Bond
Bond RegisterThe register in respect of the Bonds maintained by the Securities Registrar
BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant to
this PDS
Business Day A day (other than a Saturday or Sunday) on which registered banks are open for
general banking business in Auckland or Wellington
Closing Date 12.00pm, 16 May 2019
DirectorA director of Vector
Event of Default Each event set out in clause 12.1 of the Trust Deed, some of which are summarised in
section 5 of this PDS (Key features of the Bonds)
First Interest Payment Date27 November 2019
GuaranteeThe guarantee under the Negative Pledge Deed
Guaranteeing GroupVector and each of the Guarantors
GuarantorsAny guarantors of the Bonds from time to time under the Negative Pledge Deed,
being, as at the Issue Date, NGC Holdings Limited
Guarantors may change from time to time as described in section 5 of this
PDS (Key features of the Bonds)
Inland Revenue The New Zealand Inland Revenue Department
Interest Payment DatesSix monthly in arrear on 27 May and 27 November each year (or if that scheduled day
is not a Business Day, the next Business Day) until and including the Maturity Date,
with the First Interest Payment Date being 27 November 2019
Interest Rate The rate of interest per annum payable on the Principal Amount of the Bonds as
announced by Vector through NZX on the Rate Set Date
24Vector Limited

Product Disclosure Statement
2019

Issue Date or
Allotment Date
27 May 2019
Issue MarginThe margin determined by Vector in conjunction with the Joint Lead Managers
following a bookbuild for the Offer
Joint Lead Managers ANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited
and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its
New Zealand branch)
Maturity Date 27 May 2025
Negative Pledge DeedThe Negative Pledge Deed dated 13 October 2004 entered into by the Guaranteeing
Group for the benefit of certain beneficiaries
NZXNZX Limited
NZX Debt Market The debt security market operated by NZX
NZX FirmAny company, firm, organisation or corporation designated or approved as a Primary
Market Participant (as defined in the NZX Participant Rules) from time to time by NZX
NZX Listing Rules The listing rules applying to the NZX Debt Market and Vector, as amended from time
to time
NZX Main Board The main board financial product market operated by NZX
NZX Participant RulesThe NZX Participant Rules made by NZX from time to time
Offer The offer of Bonds made by Vector under this PDS
Offer RegisterThe online register maintained by the Companies Office and the Registrar
of Financial Service Providers known as “Disclose” and accessible online at
www.companiesoffice.govt.nz/disclose, offer number (OFR12633)
Opening Date 13 May 2019
Organising ParticipantCraigs Investment Partners Limited
PDS This product disclosure statement
Primary Market ParticipantHas the meaning given in the NZX Participant Rules
Principal Amount $1.00 per Bond
Rate Set Date 16 May 2019
Securities RegistrarComputershare Investor Services Limited
Series Supplement The Series Supplement dated 29 April 2019 between Vector and the Supervisor
setting the terms and conditions of the Bonds (as amended or supplemented from
time to time), a copy of which is available on the Offer Register
Special ResolutionA resolution passed with the support of Bondholders holding not less than 75% of the
aggregate Principal Amount of Bonds held by those persons voting
Supervisor The New Zealand Guardian Trust Company Limited or such other supervisor as may
hold office as supervisor under the Trust Deed from time to time
25Vector Limited

Product Disclosure Statement
2019

Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the
Maturity Date, as calculated by Vector in conjunction with the Joint Lead Managers on
the Rate Set Date in accordance with market convention, by reference to Bloomberg
page ICNZ4 (or any successor page) (rounded to two decimal places if necessary,
with 0.005 rounded up)
Trust Deed The Master Trust Deed dated 29 April 2019 between Vector and the Supervisor
pursuant to which certain bonds, including the Bonds, may be issued (as amended
or supplemented from time to time), a copy of which is available on the Offer Register,
and, where the context requires, includes the Series Supplement
VectorVector Limited
Vector GroupVector and its Subsidiaries (as that term is used in the Trust Deed) at that time
26Vector Limited

Product Disclosure Statement
2019

VECTOR.CO.NZ

---

INDICATIVE
TERMS SHEET
FOR AN OFFER OF
FIXED RATE 6 YEAR BONDS
ISSUED BY VECTOR LIMITED
Joint Lead Managers
1 MAY 2019

IssuerVector Limited (Vector or the Issuer).
Description of BondsUnsecured, unsubordinated fixed rate bonds (Bonds).
Term6 years, maturing on 27 May 2025.
Credit ratings
S&P Global Ratings
Issuer Credit Rating
BBB (stable)
Expected Credit Rating for Bonds
BBB
A credit rating is an independent opinion of the capability and willingness of an entity
to repay its debts (in other words, its creditworthiness). It is not a guarantee that a financial
product is a safe investment. A credit rating should be considered alongside all other
relevant information when making any investment decision. The credit rating for Vector
shown above is current as at the date of this Terms Sheet. The credit rating shown above
for the Bonds is indicative only. Credit ratings are subject to suspension, revision
or withdrawal at any time by the assigning rating organisation.
PurposeThe proceeds of the Bonds will be used to repay a portion of Vector’s existing bank debt.
The Bonds will provide further diversification of funding sources for Vector.
Offer amountUp to $200 million of Bonds (with the ability to accept oversubscriptions of up to an
additional $50 million at Vector’s discretion). The Offer is not underwritten.
Financial covenantsVector gives certain financial undertakings to the Supervisor, namely that:
• the net debt of the Vector Group expressed as a percentage of the consolidated total
capitalisation of the Vector Group (being the sum of net debt and the net worth of the
Vector Group) will not exceed 72%; and
• at each calculation date, the ratio of EBITDA of the Vector Group to senior interest
expense for the 12 month period ending on the relevant calculation date will be not
less than 1.5:1.
See clause 11.2 of the Trust Deed for the detailed wording of those undertakings.
A breach by Vector of either financial undertaking set out above can lead to an Event
of Default (if that breach (if capable of remedy) is not remedied within 10 business days
(as defined in the Trust Deed, Business Days)).
SecurityThe Bonds are not secured against any assets of Vector nor any other member of the
Vector Group.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed.
The sole Guarantor as at the Issue Date of the Bonds will be NGC Holdings Limited,
a wholly owned subsidiary of Vector.
More information on the terms of the guarantee under the Negative Pledge Deed
is set out in section 5 of the PDS.
INDICATIVE TERMS SHEET FOR AN OFFER OF UP TO $200 MILLION OF UNSECURED, UNSUBORDINATED,
FIXED RATE 6 YEAR BONDS (PLUS UP TO AN ADDITIONAL $50 MILLION OF OVERSUBSCRIPTIONS)
This terms sheet should be read together with the Product Disclosure Statement (PDS) dated 1 May 2019 and
the additional information contained on the Offer Register for the offer of fixed rate 6 year bonds by Vector Limited.
The PDS is available at www.vector.co.nz/investors/bonds and can also be obtained from the Joint Lead Managers
or your usual financial adviser. Investors must obtain and read a copy of the PDS before they apply for Bonds.
Capitalised terms used but not defined in this Terms Sheet have the meaning given to them in the PDS.
2Vector Limited

Indicative Terms Sheet
2019

Ranking of BondsOn a liquidation of Vector, the Bonds will rank as unsecured and unsubordinated
obligations of Vector and will:
• rank after liabilities secured over assets of Vector and liabilities preferred by law;
• rank equally with all other unsecured and unsubordinated liabilities of Vector; and
• rank ahead of any subordinated liabilities and claims of shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Negative
Pledge Deed will rank as unsecured and unsubordinated obligations of the Guarantor.
More information on the ranking of the Bonds is set out in section 5 of the PDS.
Further bondsVector may issue further bonds without the consent of Bondholders which may rank ahead
of, equally with or behind the Bonds.
No public poolThere is no public pool for the Bonds.
All Bonds (including any oversubscriptions) have been reserved for subscription by clients
of the Joint Lead Managers, NZX Firms and other approved financial intermediaries invited
to participate in a bookbuild conducted by the Joint Lead Managers.
Issue price and
Principal Amount
$1.00 per Bond, being the Principal Amount of each Bond.
Interest RateThe Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest
Rate and the indicative Issue Margin will be determined by Vector in conjunction with the
Joint Lead Managers and announced via NZX on 10 May 2019.
The Interest Rate will be set on the Rate Set Date (16 May 2019) and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin.
Issue MarginThe Issue Margin will be determined by Vector in conjunction with the Joint Lead
Managers following a bookbuild, and announced via NZX on the Rate Set Date
(16 May 2019).
Indicative Issue MarginThe Issuer expects to announce an indicative Issue Margin via NZX on 10 May 2019.
Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the Maturity
Date, as calculated by Vector in conjunction with the Joint Lead Managers on the Rate Set
Date in accordance with market convention, by reference to Bloomberg page ICNZ4 (or
any successor page) (rounded to 2 decimal places if necessary, with 0.005 rounded up).
Interest Payment DatesSix monthly in arrear on 27 May and 27 November each year (or if that scheduled day is
not a Business Day, the next Business Day) until and including the Maturity Date, with the
First Interest Payment Date being 27 November 2019.
Interest payments and
entitlements
Payments of interest on Interest Payment Dates will be of equal semi-annual amounts.
Any interest on the Bonds payable on a date which is not an Interest Payment Date,
will be calculated based on the number of days in the relevant period and a 365-day year.
On Interest Payment Dates interest will be paid to the person registered as the Bondholder
as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5.00pm on the date that is 10 days before the
relevant scheduled Interest Payment Date. If the record date falls on a day which is not
a Business Day, the record date will be the immediately preceding Business Day.
BrokerageVector will pay brokerage to market participants in respect of the Offer.
You are not required to pay brokerage or any other fees or charges to Vector to purchase
the Bonds. However, you may have to pay brokerage to the firm from whom you receive
an allocation of Bonds.
3Vector Limited

Indicative Terms Sheet
2019

ISINNZVCTDT090C6
Quotation of the Bonds
on the NZX Debt
Market
Application has been made to NZX for permission to quote the Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the date of distribution of this Terms Sheet have been complied with.
However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this Terms 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 VCT090 has been reserved for the Bonds.
Minimum application
amount and minimum
holding of Bonds
$5,000 and multiples of $1,000 thereafter.
Transfer restrictions
and NZX approval
Vector may decline to accept or register a transfer of the Bonds if the transfer would
result in the transferor or the transferee holding or continuing to hold Bonds with a
Principal Amount of less than $5,000 (if not zero) or if the transfer is not in multiples
of $1,000. NZX has provided Vector with approval under NZX Listing Rule 11.1.5 to permit
these transfer restrictions.
NZX waiverNZX has provided a waiver to Vector in respect of NZX Listing Rule 7.11.1 (which requires
Vector to issue the Bonds within five NZX trading days after the Closing Date). The waiver
enables Vector to structure the Offer so that the Issue Date is seven NZX trading days after
the Closing Date.
Scaling Vector may scale applications at its discretion, but will not scale any application to below
$5,000 or to an amount that is not a multiple of $1,000.
Repo eligibilityVector intends to apply to the Reserve Bank of New Zealand for the Bonds to be included
as eligible securities for Domestic Market Operations.
Governing LawNew Zealand
Joint Lead ManagersANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited
and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its
New Zealand branch).
SupervisorThe New Zealand Guardian Trust Company Limited
Securities RegistrarComputershare Investor Services Limited
Selling restrictionsThis is an Offer of Bonds to institutional investors and members of the public who
are resident in New Zealand and certain overseas institutional investors only.
Vector has not taken and will not take any action which would permit a public offering
of Bonds, or possession or distribution of any offering material in respect of the Bonds
(including this Terms Sheet), in any country or jurisdiction where action for that purpose
is required (other than New Zealand).
The Bonds may only be offered for sale or sold in a jurisdiction other than New Zealand
in compliance with all applicable laws and regulations in any jurisdiction in which they are
offered, sold or delivered. This Terms Sheet may only be published, delivered or distributed
in compliance with all applicable laws and regulations (including those of the country
or jurisdiction in which this Terms Sheet is published, delivered or distributed).
In addition, the selling restrictions contained in the Schedule to this Terms Sheet apply.
By subscribing for Bonds, each Bondholder agrees to indemnify Vector, the Supervisor,
the Joint Lead Managers, the Organising Participant and their respective directors, officers,
employees and agents in respect of any loss, cost, liability or damages suffered as a result
of that investor breaching the selling restrictions referred to in this section and set out in
the Schedule to this Terms Sheet.
The selling restrictions may be modified by Vector and the Joint Lead Managers, including
following a change in a relevant law, regulation or directive.
4Vector Limited

Indicative Terms Sheet
2019

DocumentationThe terms of the Offer of the Bonds are set out in the PDS.
Other terms of the Bonds are set out in:
• the Trust Deed;
• the Series Supplement; and
• the Negative Pledge Deed.
You should read each of these documents. Copies may be obtained from the
Offer Register at www.companiesoffice.govt.nz/disclose, offer number OFR12633.
Copies are also available at www.vector.co.nz/investors/bonds.
IMPORTANT DATES
Opening DateMonday, 13 May 2019
Closing Date12:00pm NZT, Thursday, 16 May 2019
Rate Set DateThursday, 16 May 2019
Issue / Allotment DateMonday, 27 May 2019
Expected date of initial quotation and
trading of the Bonds on the NZX Debt
Market
Tuesday, 28 May 2019
Interest Payment Dates27 May and 27 November in each year
First Interest Payment DateWednesday, 27 November 2019
Maturity DateTuesday, 27 May 2025
The dates set out in this Terms Sheet are indicative only and subject to change. Vector may in its absolute discretion and
without notice, determine to vary the timetable for the Offer (including by opening or closing the Offer early, accepting
late applications and extending the Closing Date). Changes will be advised by way of announcement through NZX.
Vector reserves the right to cancel the Bond Offer, in which case all application monies received will be refunded (without
interest) as soon as practicable and, in any event, within five NZX trading days of the cancellation.
5Vector Limited

Indicative Terms Sheet
2019

SELLING RESTRICTIONS
The Bonds may only be offered for sale or sold in
New Zealand in conformity with all applicable laws and
regulations in New Zealand. No Bonds may be offered
for sale or sold in any other country or jurisdiction except
in conformity with all applicable laws and regulations of
that country or jurisdiction and the selling restrictions
contained in this Terms Sheet. This Terms Sheet and
the PDS may not be published, delivered or distributed
in or from any country or jurisdiction except under
circumstances which will result in compliance with
all applicable laws and regulations in that country
or jurisdiction and the selling restrictions contained
in this Terms Sheet.
Without limiting the generality of the above,
the following selling restrictions apply in respect
of each relevant jurisdiction:
EUROPEAN ECONOMIC AREA – BELGIUM, DENMARK,
GERMANY, LUXEMBOURG AND THE NETHERLANDS
This Terms Sheet has been prepared on the basis that all
offers of Bonds will be made pursuant to an exemption
under the Directive 2003/71/EC (Prospectus Directive),
as amended and implemented in Member States of the
European Economic Area (each, a Relevant Member
State), from the requirement to publish a prospectus
for offers of securities.
An offer to the public of Bonds has not been made, and
may not be made, in a Relevant Member State except
pursuant to one of the following exemptions under the
Prospectus Directive as implemented in the Relevant
Member State:
• to any legal entity that is authorized or regulated
to operate in the financial markets or whose main
business is to invest in financial instruments unless
such entity has requested to be treated as a non-
professional client in accordance with the EU Markets
in Financial Instruments Directive (Directive 2014/65/
EC, MiFID II) and MiFID II Delegated Regulation (EU)
2017/565;
• to any legal entity that satisfies two of the following
three criteria: (i) balance sheet total of at least
€20,000,000; (ii) annual net turnover of at least
€40,000,000 and (iii) own funds of at least
€2,000,000 (as shown on its last annual
unconsolidated or consolidated financial statements)
unless such entity has requested to be treated as a
non-professional client in accordance with MiFID II
and MiFID II Delegated Regulation (EU) 2017/565;
SCHEDULE
• to any person or entity who has requested to be treated
as a professional client in accordance with MiFID II; or
• to any person or entity who is recognised as an eligible
counterparty in accordance with Article 30 of MiFID II
unless such entity has requested to be treated as a
non-professional client in accordance with MiFID II
Delegated Regulation (EU) 2017/565.
UNITED KINGDOM
Neither this Terms Sheet nor any other document relating
to the offer has been delivered for approval to the
Financial Conduct Authority in the United Kingdom and
no prospectus (within the meaning of section 85 of the
Financial Services and Markets Act 2000, as amended
(FSMA)) has been published or is intended to be
published in respect of the Bonds.
This Terms Sheet is issued on a confidential basis to
“qualified investors” (within the meaning of section 86(7)
of the FSMA) in the United Kingdom, and the Bonds may
not be offered or sold in the United Kingdom by means
of this Terms Sheet, any accompanying letter or any other
document, except in circumstances which do not require
the publication of a prospectus pursuant to section 86(1)
of the FSMA. This Terms Sheet should not be distributed,
published or reproduced, in whole or in part, nor may its
contents be disclosed by recipients to any other person
in the United Kingdom.
Any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the
Bonds has only been communicated or caused to
be communicated and will only be communicated
or caused to be communicated in the United Kingdom
in circumstances in which section 21(1) of the FSMA
does not apply to the Issuer.
In the United Kingdom, this Terms Sheet is being
distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments
falling within Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 (FPO), (ii) who fall within the
categories of persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be
lawfully communicated (together relevant persons).
The investments to which this Terms Sheet relates are
available only to, and any offer or agreement to purchase
will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this
Terms Sheet or any of its contents.
6Vector Limited

Indicative Terms Sheet
2019

SINGAPORE
This Terms Sheet and any other materials relating to the
Bonds have not been, and will not be, lodged or registered
as a prospectus in Singapore with the Monetary Authority
of Singapore. Accordingly, this Terms Sheet and any other
document or materials in connection with the offer or
sale, or invitation for subscription or purchase, of Bonds,
may not be issued, circulated or distributed, nor may the
Bonds be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore except pursuant to and
in accordance with exemptions in Subdivision (4) Division
1, Part XIII of the Securities and Futures Act, Chapter 289
of Singapore (the S FA), or as otherwise pursuant to, and
in accordance with the conditions of any other applicable
provisions of the SFA.
This Terms Sheet has been given to you on the basis
that you are (i) an “institutional investor” (as defined
in the SFA) or (ii) an “accredited investor” (as defined
in the SFA). In the event that you are not an investor
falling within any of the categories set out above,
please return this Terms Sheet immediately. You may
not forward or circulate this Terms Sheet to any other
person in Singapore.
Any offer is not made to you with a view to the Bonds
being subsequently offered for sale to any other party.
There are on-sale restrictions in Singapore that may
be applicable to investors who acquire Bonds. As such,
investors are advised to acquaint themselves with the
SFA provisions relating to resale restrictions in Singapore
and comply accordingly.
AUSTRALIA
No prospectus or other disclosure document (as defined
in the Corporations Act 2001 of Australia (Corporations
Act)), offering material or advertisement in relation to the
Bonds (including this Terms Sheet or the PDS) has been,
or will be, lodged with, or registered by, the Australian
Securities and Investments Commission (ASIC), ASX
Limited (ASX) (or any successor thereto) or any other
regulatory authority in Australia. No person may:
• make or invite (directly or indirectly) an offer of
the Bonds for issue, sale or purchase in, to or from
Australia (including an offer or invitation which
is received by a person in Australia); and
• distribute or publish, this Terms Sheet, the PDS,
any information memorandum, prospectus or other
disclosure document (as defined in the Corporations
Act) or any other offering material or advertisement
relating to the Bonds in Australia.
unless:
• 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;
• 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;
• such action complies with all applicable laws,
regulations and directives; and
• such action does not require any document to
be lodged with, or registered by, ASIC, ASX (or any
successor thereto) or any other regulatory authority
in Australia.
By applying for the Bonds, each person to whom the
Bonds are issued will be deemed by Vector and the Joint
Lead Managers to have undertaken not to on-sell the
Bonds within 12 months from their issue, unless either:
• that sale is to an investor within one of the categories
set out in sections 708(8) or 708(11) of the
Corporations Act to whom it is lawful to offer the
Bonds in Australia without a prospectus or other
disclosure document lodged with ASIC; or
• the sale offer is received outside Australia;
This Terms Sheet is not, and under no circumstances
is to be construed as, an advertisement or public offering
of any Bonds in Australia.
HONG KONG
WARNING: This Terms Sheet has not been, and will not
be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong, nor has it been authorised by
the Securities and Futures Commission in Hong Kong
pursuant to the Securities and Futures Ordinance (Cap.
571) of the Laws of Hong Kong (the SFO). No action
has been taken in Hong Kong to authorise or register
this Terms Sheet or to permit the distribution of this
Terms Sheet or any documents issued in connection with
it. Accordingly, the Bonds have not been and will not be
offered or sold in Hong Kong other than to “professional
investors” (as defined in the SFO and any rules made
under that ordinance).
No advertisement, invitation or document relating to the
Bonds has been or will be issued, or has been or will be
in the possession of any person for the purpose of issue,
in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect
to Bonds that are or are intended to be disposed of only
to persons outside Hong Kong or only to professional
investors. No person allotted Bonds may sell, or offer to
sell, such securities in circumstances that amount to an
offer to the public in Hong Kong within six months
following the date of issue of such securities.
7Vector Limited

Indicative Terms Sheet
2019

The contents of this Terms Sheet have not been reviewed
by any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the offer. If you are in doubt
about any contents of this Terms Sheet, you should obtain
independent professional advice.
JAPAN
The Bonds have not been and will not be registered
under Article 4, paragraph 1 of the Financial Instruments
and Exchange Law of Japan (Law No. 25 of 1948),
as amended (the FIEL) pursuant to an exemption
from the registration requirements applicable to a private
placement of securities to Qualified Institutional Investors
(as defined in and in accordance with Article 2, paragraph
3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the Bonds may not be offered
or sold, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan other than Qualified
Institutional Investors. Any Qualified Institutional Investor
who acquires Bonds may not resell them to any person
in Japan that is not a Qualified Institutional Investor, and
acquisition by any such person of Bonds is conditional
upon the execution of an agreement to that effect.
SWITZERLAND
The Bonds may not be publicly offered in Switzerland and
will not be listed on the SIX Swiss Exchange or any other
stock exchange or regulated trading facility in Switzerland.
Neither this Terms Sheet nor any other offering material
relating to the Bonds (i) constitutes a prospectus or
a similar notice as such terms are understood under
art. 652a, art. 752 or art. 1156 of the Swiss Code of
Obligations or a listing prospectus within the meaning
of art. 27 et seqq. of the SIX Listing Rules or (ii) has been
or will be filed with or approved by any Swiss regulatory
authority. In particular, this Terms Sheet will not be filed
with, and the offer of Bonds will not be supervised by,
the Swiss Financial Market Supervisory Authority (FINMA).
Neither this Terms Sheet nor any other offering material
relating to the Bonds may be publicly distributed
or otherwise made publicly available in Switzerland.
The Bonds will only be offered to regulated financial
intermediaries such as banks, securities dealers, insurance
institutions and fund management companies as well as
institutional investors with professional treasury operations.
This Terms Sheet is personal to the recipient and not for
general circulation in Switzerland.
UNITED STATES OF AMERICA
The Bonds have not been, and will not be, registered
under the Securities Act of 1933, as amended (Securities
Act) and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act
(Regulation S)) except in accordance with Regulation S
or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the
Securities Act.
The Bonds will not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time, or (ii) otherwise
until 40 days after the completion of the distribution
of all Bonds of the tranche of which such Bonds are part,
as determined and certified by any Joint Lead Manager.
Any Bonds sold to any distributor, dealer or person
receiving a selling concession, fee or other remuneration
during the distribution compliance period require
a confirmation or notice to the purchaser at or prior
to the confirmation of the sale to substantially the
following effect:
‘The Bonds covered hereby have not been registered
under the US Securities Act of 1933, as amended (the
‘Securities Act’) or with any securities regulatory authority
of any state or other jurisdiction of the United States and
may not be offered or sold within the United States, or to
or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act) (i) as part of
their distribution at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering of
the Bonds and the closing date except in either case
pursuant to a valid exemption from registration in
accordance with Regulation S under the Securities Act.
Terms used above have the meaning given to them by
Regulation S.’
Until 40 days after the completion of the distribution of
all Bonds of the tranche of which those Bonds are a part,
an offer or sale of the Bonds within the United States by
any Joint Lead Manager, or any dealer or other distributor
(whether or not participating in the offering) may violate
the registration requirements of the Securities Act if such
offer or sale is made otherwise than in accordance with
Regulation S.
INDEMNITY
By its subscription for the Bonds, each Bondholder
agrees to indemnify Vector, the Joint Lead Managers,
the Organising Participant and the Supervisor and each
of their respective directors, officers, employees and
agents for any loss, cost, liability or expense sustained
or incurred by Vector, the Joint Lead Managers or the
Supervisor, as the case may be, as a result of the
breach by that Bondholder of the selling restrictions
set out above.
8Vector Limited

Indicative Terms Sheet
2019

---

1
RETAIL BOND
Investor Presentation
VECTOR
May 2019

2
This presentation has been prepared by Vector Limited (“Vector”) in relation to the offer of unsecured, unsubordinated fixed rate bonds
described in this presentation (“Bonds”). Vector has lodged a Product Disclosure Statement dated 1 May 2019 (“PDS”) with the Registrar of
Financial Service Providers in New Zealand (“Registrar”) and made available the information on the register of offers of financial products
administered by the Registrar (“Register Entry”) (the PDS and the Register Entry, together the “Offer Materials’) in respect of the offer of Bonds
(“Offer”). The Offer Materials should be read before any investment decision is made.
A copy of the PDS is available through www.companiesoffice.govt.nz/disclose (OFR 12633) or by contacting the Joint Lead Managers (defined
below).
This presentation does not constitute a recommendation by Vector or ANZ Bank New Zealand Limited, Deutsche CraigsLimited, Forsyth Barr
Limited and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand Branch), (together, the “Joint Lead
Managers”), or CraigsInvestment Partners Limited acting as OrganisingParticipant (together with the Joint Lead Managers, the “Syndicate”)
nor any of their respective directors, officers, employees or agents to sell, purchase or retain the Bonds.
None of the Syndicate nor any of their respective directors, officers, employees and agents: (a) accept any responsibility orliability whatsoever
for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of Bonds; (b) authorized or caused
the issue of, or made any statement in, any part of this presentation; and (c) make any representation, recommendation or warranty, express or
implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in,any information,
statement or opinion contained in this presentation and accept no liability thereof (except to the extent such liability arises under the Financial
Markets Conduct Act 2013 (“FMC Act”) or cannot be disclaimed). The Syndicate do not guarantee the repayment of Bonds or the payment of
interest thereon or any other aspect of the Bonds.
This presentation is for preliminary informational purposes only and no part of it shall form the basis of or be relied upon in connection with
any contract or commitment whatsoever or constitute financial advice. The information in this presentation is summary in nature and is
necessarily brief. This presentation does not take into account your personal objectives, financial situation or needs and you should consult your
financial and other advisers before an investment decision is made. This presentation is not and should not be construed as an offer to sell or
a solicitation of an offer to buy Bonds and may not be relied upon in connection with any purchase of Vector securities. It is given in good faith
and has been obtained from sources believed to be reliable and accurate at the date of this presentation, but its accuracy, correctness and
completeness cannot be guaranteed.
.
DISCLAIMER

3
Past performance is not indicative of future performance and no guarantee of future returns is implied or given. To the maximum extent permitted
by law and subject to any liabilities which might arise under the FMC Act, no representation or warranty, express or implied,ismade as to the
accuracy, reliability, completeness or currency of any information, estimates, opinions or statements contained in this presentation (including any
forward-looking statements).
The distribution of this presentation, and the offer or sale of the Bonds, may be restricted by law in certain jurisdictions.Persons who receive this
presentation outside New Zealand must inform themselves about and observe all such restrictions. Nothing in this presentationisto be construed
as authorizing its distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and Vector accepts no liability in that
regard. The Bonds may not be offered or sold directly, indirectly, and neither this presentation nor any other offering materialmay be distributed or
published, in any jurisdiction except under circumstances that will result in compliance with any applicable law or regulations.
Application has been made to NZX Limited for permission to quote the Bonds on the NZX Debt Market and all the requirements ofNZX Limited
relating thereto have been duly complied with. However, NZX Limited accepts no responsibility for any statement in this presentation. The NZX
Debt Market is a licensed market operated by NZX Limited, a licensed market operator regulated under the Financial Markets Conduct Act 2013.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without
notice. By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions.
DISCLAIMER

4
CONTENTS

5
Offer Highlights
Vector Group
Business Leadership
Financial Performance & Capital Management
Key Bond Terms and Timetable
Credit Highlights
CONTENTS

6
Offer Highlights

7
OFFER HIGHLIGHTS
IssuerVector Limited
InstrumentUnsecured, unsubordinated, fixed rate bonds
RatingRating AgencyIssuer Credit RatingExpected Issue
Credit Rating
S&P Global RatingsBBB (Stable)BBB
IssueAmountUp to NZ$200m, plus up to NZ$50m oversubscriptions
Maturity27 May 2025 –6 year bond
Joint Lead ManagersANZ, Deutsche Craigs, Forsyth Barr, Westpac

8
Vector Group
New Zealand’s largest provider of energy infrastructure

9
VECTOR BOARD
DAME ALISON PATERSON
Chair
JONATHAN MASON
Deputy Chair
KARENSHERRY
Trustee Director
BOB THOMSON
Independent Director
MICHAEL BUCZKOWSKI
Trustee Director
BRUCE TURNER
Independent Director
ANTHONY CARTER
Independent Director
DAME PAULA REBSTOCK
Independent Director

10
VECTOR EXECUTIVE TEAM
SIM0N MACKENZIE
Chief Executive Officer
KATEBEDDOE
Chief Risk Officer
ANDREBOTHA
Chief Networks Officer
NIKHIL RAVISHANKAR
Chief Digital Officer
FIONA MICHEL
Chief People Officer
Jason Hollingworth, Chief Financial Officer, joins the executive team on 27 May 2019
COLIN DALY
CEO E-Co Products Group

11
VECTOR PORTFOLIO

12
-New Zealand’s largest owner and manager of energy
infrastructure networks
•#1 electricity distribution business
•#1 provider of electricity and gas metering
•#2 LPG business
-~60% of revenue & ~70% of adjusted EBITDA sourced
from regulated assets, with balance sourced from
competitive activities
-Vector reports its financial results in 3 segments
•Regulated Networks
•Technology
•Gas Trading
VECTOR IS NZ’SLARGEST PROVIDER OF ENERGY INFRASTRUCTURE
Regulated
Networks58%
Gas Trading
22%
Technology20%
FY18 Revenue
Regulated
Networks
68%
Gas Trading
7%
Technology
25%
FY18 Segment Adjusted EBITDA

13
AUCKLAND’S POPULATION HAS GROWN BY 10% IN 4 YEARS
(MINISTRY OF TRANSPORT)
Auckland is the fastest growing city in NZ and among the fastest growing cities in the
world. Significant investment is required to support Auckland’s growth.
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
0 K
5 K
10 K
15 K
20 K
25 K
30 K
35 K
40 K
45 K
50 K
20072008200920102011201220132014201520162017
Auckland Population Growth (2007 -2017)
Annual Population GrowthAnnual Population Growth Rate
Source : Figure NZSource : Statistics New Zealand
0
500
1,000
1,500
2,000
19962000200420082012201620202024
Thousands
Population of Auckland -New Zealand
Auckland population estimateAuckland population projection

14
ENERGY FUTURE

15
Electricity network customers
1
567,009 (26% NZ)
Network Length (18,783km)
1
Overhead Underground
8,323km10,460km
Network assets
2
Grid Exit Points: 15
Zone Substation: 112
Distribution Substations: 33,652
Poles: 119,228
ELECTRICITY DISTRIBUTION
1.As at 31 December 2018
2.As at 31 March 2018

16
-Vector delivers electricity to 567,009 and gas to
110,489 Auckland homes & businesses*
-Significant investment required to support
Auckland’s rapid growth
-Regulated asset base now at $3.4bn
•Electricity ~$3.0bn
•Gas ~$405m
-Returns regulated by Commerce Commission
•Input Methodologies provide relative certainty
of regulation through 2025
•Next “reset” for gas in October 2022 and for
electricity in April 2020
-Vector is at the forefront of using new technology
to ensure network investment is customer
focussed, efficient, flexible and future-proofed
VECTOR’S REGULATED NETWORKS DELIVER ENERGY TO AUCKLAND
HOMES & BUSINESSES
6,202
7,813
8,526
9,138
11,135
5,160
3,107
2,821
3,323
3,515
3,165
1,669
FY14FY15FY16FY17FY18H1 2019
NEW CONNECTIONS
ElectricityGas
183.7
170.4
201.0
210.6
245.8
125.0
FY14FY15FY16FY17FY18H1 2019
REGULATED NETWORK CAPEX $M
ReplacementGrowth
*As at 31 December 2018

17
CUSTOMER ANALYTICS
Contemporary approach to understanding customers via data modelling. Key findings that are
informing our forecasting and investment plans:
Starting Position
New Insight
New homes use 15% less
electricity per m
2
than older
homes
Homes with gas use same
electricity as homes without
Low income homes use less
electricity than wealthier
homes
New homes use 30% less
electricity per m
2
than older
homes
Homes with gas use 34%
less electricity per m
2
than
electricity only homes
Higher income homes use
23% less electricity per m
2
than the lower income homes

18
TECHNOLOGY SOLUTIONS
Shifting load through GRID storage

19
ELECTRIC VEHICLE OWNERSHIP BY SUBURB
Source: Ministry of Transport

20
CHARGER TYPE VS. HOUSEHOLD CONNECTION CAPACITY
Source: Vector EV Network Integration Green Paper
Capacity of different charger types compared to average
household connection capacity
Trickle –2.4 kW
Slow –7 kW
Fast –22 kW
Rapid –50 kW

21
Vector owns ~1.6m electricity & gas meters
•Installed more than 1.3m smart meters in
NZ
•Deployed more than 100k advanced meters
in Australia
•Nationwide field service capability in NZ
VECTOR’S TECHNOLOGY BUSINESS DELIVERS NEW ENERGY
SOLUTIONS TO HOMES & BUSINESSES
•Large commercial solar and battery
projects in NZ & Pacific
•Grid-scale batteries operational
supporting network capacity in Auckland
•Well placed to meet growing demand for
energy efficient HVAC* solutions in
homes
Metering
New energy solutions
HVAC –Heating ventilation and air conditioning

22
-Gas Trading business consists of:
•Natural Gas -wholesale, trading and industrial
sales; gas treatment plant in Taranaki.
•LPG -OnGassales, distribution and reticulated
networks; 60% stake in Liquigas
-Natural gas business has declined over recent years
as entitlements to legacy gas have been exhausted
-Vector’s LPG operations occupy a strong market
position
-New LPG 9kg Bottle Swap plant in South Auckland
operational and generating cost efficiencies
-Bottle Swap plant won Deloitte Energy Excellence
Health & Safety award
VECTOR’S GAS TRADING BUSINESS DELIVERS LPGAROUND NZ
358
352
320
302
266
229
203
158
301
284
248
240
200
185
155
FY19FY18FY17FY16FY15FY14FY13FY12
BOTTLE SWAP VOLUMES (‘000 cylinders)
H1H2

23
BUSINESS LEADERSHIP

24
BUSINESS LEADERSHIP
•New Outage Centre
launched as part of
major overhaul of
outage systems and
processes
•Supported by new
Security Operations
Centre, developed via
partnerships with
global leaders in cyber
security
•Commitment to
replace every tree
removed from
network with two
native trees
•Launched
September 2018
with more than
15,000 trees
planted as part of
launch
•First NZ corporate
to receive
Accessibility Tick,
a public
recognition of an
organisation’s
ongoing
commitment to
becoming
accessible and
inclusive of
people with
disabilities
•Global media
coverage of Vector
Lights and Sky
Tower lighting up
the first major city in
world to welcome
2019
Urban Forestlaunched
Outage Centre
launched
Accessibility Tick
Vector Lights
•During H1 TRIFR
(Total Recordable
Injury Frequency
Rate) decreased by
17% and LTIFR
(Lost Time Injury
Frequency Rate)
decreased by 59%
Safety Always

25
Financial Performance &
Capital Management

26
676.2
250.0
182.7
79.0
236.0
82.5
688.6
264.7
201.1
83.3
219.1
82.5
RevenueAdjusted EBITDACapital ExpenditureNet ProfitOperating Cash FlowHalf Year Dividend
FINANCIAL PERFORMANCE ($M)
H1 2018
H1 2019
1
FINANCIAL PERFORMANCE
Adjusted EBITDA is not a GAAP measure of profit. For a reconciliation of adjusted EBITDA to EBITDA and net profit refer to Interim/Annual Report.
1
From 1 July 2018 Vector adopted IFRS 15/16 and changed the accounting treatment of gains/losses on disposal of fixed assets. Excluding these accounting changes,
comparable adjusted EBITDA would be $260m (up 4%). Comparatives not adjusted.
+1.8%+5.9%+5.4%-7.2%+10.1%
+0.0%

27
5 YEAR GROUP ADJUSTED EBITDA PERFORMANCE
446.5
451.9
473.0
474.4
470.1
FY2014FY2015FY2016FY2017FY2018
Group Adjusted EBITDA (Continuing Operations Only)
$M
For the year ended 30 June

28
CAPEX DRIVEN BY AUCKLAND GROWTH & METER DEPLOYMENT
$119.6m
65%
$10.6m
6%
$40.2m
22%
$12.3m
7%
$125.0m
62%
$6.0m
3%
$62.2m
31%
$7.9m 4%
GROSS CAPEX BY SEGMENT
Regulated Networks
Gas Trading
Technology
Corporate
H1 2018
H1 2019
244.7
272.8
305.2
309.7
159.9
42.8
49.8
62.3
71.5
41.2
0.0
50.0
100.0
150.0
200.0
250.0
300.0
350.0
400.0
FY15FY16FY17FY18H1 2019
GROSS CAPITAL EXPENDITURE ($M)
Net capexCapital contributions
•H1 2019 Gross capex up 10.1% to $201.1m. Net capex (after deductingcontributions) up 7.7% to
$159.9m
•H1 2019 Growth capex up 13.4% to $122.6m. Replacement capex up 5.2% to $78.5m

29
Strong balance sheet
STRONG BALANCE SHEET
-Group debt maturities are comfortably spread in a variety of markets
-Economic gearing as at 31 December 2018 at 49.6%
355
300
325
350
307
307
297
150
251
277
138
240
250
FY19FY20FY21FY22FY23FY24FY25FY26FY27FY28FY29FY30
GROUP DEBT MATURITY PROFILE $M
Bank FacilitiesCredit Wrapped Floating Rate NotesPerpetual Capital BondsUSPPWholesale BondsProposed - Senior Bond

30
5 YEAR GROUP NET ECONOMIC DEBT AND GEARING
2,6252,7451,9332,2202,378
52.5%
53.6%
43.7%
47.1%
48.8%
Jun 14Jun 15Jun 16Jun 17Jun 18
NET ECONOMIC DEBT & GEARING
$M
Net economic debt ($m)Gearing

31
BBBCREDIT RATING
Vector rated BBB (stable outlook) by S&P Global Ratings & Baa1 (stable outlook) by Moody’s
Source : Standard & Poor’s Rating Report November 2018
2.9x
2.6x
2.7x
3.0x
3.7x
2.0x
2.5x
3.0x
3.5x
4.0x
20142015201620172018
FFO / CASH INTEREST COVERAGE
BBB Threshold
Significant headroom above
BBB threshold of 2.2x
12.9%
11.3%
16.0%
14.5%
14.0%
0%
5%
10%
15%
20%
20142015201620172018
FFO / DEBT %
BBB Threshold
Consistently above BBB
threshold of 9%

32
Retail Bond Issue Key Terms

33
KEY TERMS OF THE BONDS
IssuerVector Limited
InstrumentUnsecured, unsubordinated, fixed rate bonds
RatingRating AgencyIssuer Credit RatingExpected Issue Credit Rating
S&P Global RatingsBBB (Stable)BBB
Issue AmountUp to NZ$200m, plus up to NZ$50m oversubscriptions
Term27 May 2025 –6 year bond
Interest RateFixed rate of interestthat will be set following the bookbuild
Indicative issue margin and
minimum Interest Rate
To be announced via the NZX on Friday 10 May 2019
Interest PaymentsSemi-annualin arrear in equal amounts
FinancialCovenantsThenet debt of the Vector Group expressed as a percentage of the consolidated total capitalisation of the
Vector Group shall not exceed 72%.
At each calculation date, the ratio of EBITDA of the Vector Group to senior interest expense for the 12
month period ending on the relevant calculation date shall be not less than 1.5:1.
ListingNZDX under the ticker VCT090
Brokerage0.50% brokerage, 0.25% firm fee
DenominationsMinimum$5,000 holding then $1,000 increments
Joint Lead ManagersANZ, Deutsche Craigs, Forsyth Barr, Westpac

34
KEY DATES
PDSlodgedWednesday,1 May 2019
Indicative issue margin and minimum
Interest Rate announced
Friday, 10 May 2019
Opening DateMonday, 13 May2019
ClosingDate12 pm, Thursday, 16 May 2019
Rate Set DateThursday, 16 May 2019
Issue Date/ Allotment DateMonday, 27 May 2019
Expected date of initial quotationand
trading
Tuesday, 28 May 2019
Maturity DateTuesday, 27 May2025

35
CREDIT HIGHLIGHTS

36
New Zealand’s largest Electricity Distribution Business
•Significant Investment to support Auckland’s rapid growth
•Regulatory framework and strong market position
# 1 provider of electricity and gas metering in New Zealand
•1.5m smart meters installed in NZ and Australia
•Over 225,000 gas meters in NZ
Health and Safety Record
•TRIFR decreased by 17% and LTIFR by 59% in HY 19
•Deloitte Energy Excellence Award for Health and Safety at OngasBottle Swap
plant
Strong investment grade credit rating
•BBB (stable)
KEY CREDIT HIGHLIGHTS

37
QUESTIONS

---

NOTICE PURSUANT TO REGULATION 49G(2)(E) OF THE
FINANCIAL MARKETS CONDUCT REGULATIONS 2014

Vector Limited ('Vector') gives notice under regulation 49G(2)(e) of the Financial Markets Conduct
Regulations 2014 ('FMC Regulations') that it is making an offer for the issue of fixed rate bonds (the
'Bonds') (the 'Offer').
The Offer is being made using short-form disclosure under the simplified disclosure offer process as
the Bonds will rank in priority to Vector's ordinary shares which are quoted on the NZX Main Board
under the ticker code VCT. A copy of the product disclosure statement for the Offer is available at
www.companies office.govt.nz/disclose under Vector's offer number (OFR12633).
Vector's shares have been continuously quoted on the NZX Main Board over the preceding three
months and trading in its shares has not been suspended for a total of more than five trading days
during that three-month period.
As at the date of this Notice, Vector is in compliance with:
(a) its continuous disclosure obligations that apply in relation to Vector's ordinary shares; and
(b) its financial reporting obligations (as defined in regulation 49H(7) of the FMC Regulations).
As at the date of this notice, there is no information that is "excluded information" (as defined in in
regulation 49H(7) of the FMC Regulations) which is required to be disclosed.

ENDS


MARKET RELEASE
1 MAY 2019
Contact

Investor Queries
Elissa Downey
External Relations
Mobile: 021 866 146