Notification of issue of CIP securities

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

Email: company.secretary@chorus.co.nz





STOCK EXCHANGE ANNOUNCEMENT

6 May 2019


Notification of issue of CIP securities

Chorus Limited has issued further Crown Infrastructure Partners (CIP) securities as
per the attached notices.





ENDS


For further information:

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

---

Capital Change Notice
Updated as at 28 January 2019
Page 1 of 2

Section 1: issuer information
Name of issuer Chorus Limited
NZX ticker code CNU
Class of Financial Product CIP1 Warrants (unquoted)
ISIN N/a
Section 2: capital change details
Number issued/acquired/redeemed/ 190,559 CIP1 Warrants (unquoted).
Nominal value (if any) N/a.
Issue/acquisition/redemption/ price Nil per CIP1 Warrant.
Nature of the payment (for example,
cash or other consideration)
N/a.
Amount paid up (if not in full) N/a.
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
1.61% CIP1 Warrants
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)

CIP1 Warrants are an option to acquire ordinary
Chorus shares on a specified exercise date at a set
strike price.

CIP1 Warrants are issued for no consideration with
each tranche of CIP1 Equity Securities.

Each CIP1 Warrant gives the holder the right, on a
specified exercise date, to purchase an ordinary
Chorus share at a set strike price. The strike price is
based on a total shareholder return of 16% per
annum on ordinary Chorus shares over the relevant
period. Therefore, a holder of a CIP1 Warrant is only
likely to exercise the CIP1 Warrant if total
shareholder return on ordinary Chorus shares has
exceeded 16% per annum over that period.

The exercise dates correspond to the repayment
dates for the CIP1 Debt Securities and the dates on
which dividends become payable on an increased
proportion of CIP1 Equity Securities, and will
therefore be between 2025 and 2036.

Further information regarding the terms of the CIP1
Warrants is set out in the summary of CIP1 Securities

Page 2 of 2

which is available at
https://company.chorus.co.nz/reports.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
The CIP1 Warrants have been issued pursuant to:

 the terms of the subscription agreement
between Chorus and CIP dated 9 November
2011, as amended by agreements between
Chorus and CIP dated 18 September 2016
and 26 January 2017 (UFB1 Subscription
Agreement); and
 a Chorus Board resolution passed on 3 April
2012.
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversio
n (excluding Treasury Stock) and the
total number of Financial Products of
the Class held as Treasury Stock after
the issue/acquisition/redemption.
11,997,671 CIP1 Warrants (unquoted)
No CIP1 Warrants are held as treasury stock.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/a.
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Board resolution passed on 3 April 2012.

The CIP1 Warrants have been issued under listing
rule 4.2 pursuant to a waiver dated 30 November
2011.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
The terms of issue are as set out in the UFB1
Subscription Agreement. Further information
regarding the terms of the CIP1 Warrants is set out in
the summary of CIP1 Securities which is available at
https://company.chorus.co.nz/reports.
Date of issue/acquisition/redemption 3 May 2019
Section 3: authority for this announcement
Name of person authorised to make this
announcement
Elaine Campbell
General Counsel & Company Secretary
Contact phone number +64 9 975 2983
Contact email address Elaine.Campbell@chorus.co.nz
Date of release via MAP 6 May 2019

---

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

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

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


Name of entity
Chorus Limited (“Chorus”)

ABN
152 485 848

We (the entity) give ASX the following information.


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

1
+
Class of
+
securities issued or to
be issued

CIP1 Warrants



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

190,559 CIP1 Warrants




3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
The CIP1 Warrants are an option to acquire ordinary
shares in Chorus on a specified exercise date at a set strike
price.

The terms of issue for the CIP1 Warrants are as set out in
the subscription agreement between Chorus and Crown
Infrastructure Partners Limited (CIP) dated 9 November
2011 as amended by agreements between Chorus and CIP
dated 18 September 2016 and 26 January 2017 (UFB1
Subscription Agreement). Further details are set out in
the summary of CIP1 Securities which is available at
https://company.chorus.co.nz/reports

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

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


5 Issue price or consideration

Nil per CIP1 Warrants


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
Adjustment pursuant to the terms of the UFB1
Subscription Agreement



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

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


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


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


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

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

N/a


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


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


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


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


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro rata
entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
3 May 2019



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



439,288,154

500,000,000
Fully paid ordinary shares

Euro Medium Term Notes

Number:
+
Class
9
Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)
407,320,381


407,320,381


11,997,671


43,385,038
CIP1 Equity Securities
(unquoted)

CIP1 Debt Securities
(unquoted)

CIP1 Warrants (unquoted)

CIP2 Equity Securities
(unquoted)


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/a


Part 2 - Pro rata issue

11 Is security holder approval
required?

N/a


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


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


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


15
+
Record date to determine
entitlements
N/a


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


17 Policy for deciding entitlements
in relation to fractions

N/a


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

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







20 Names of any underwriters

N/a


21 Amount of any underwriting fee
or commission
N/a


22 Names of any brokers to the issue
N/a


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


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


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


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


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


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


29 Date rights trading will end (if
applicable)


N/a


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


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

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


33
+
Issue date


N/a

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

34
Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


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


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


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


Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought

39
+
Class of
+
securities for which
quotation is sought




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

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



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

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





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

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 8
Quotation agreement

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

2 We warrant the following to ASX.

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

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

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

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

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

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

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



Sign here: ......................................................... Date: 03 May 2019
(Director/Company Secretary)

Print name: Elaine Campbell

== == == == ==