Vector Fixed Rate Bond Offer – Indicative Margin

Classification: PROTECTED 24261205
VECTOR FIXED RATE BOND OFFER – INDICATIVE MARGIN


Further to the announcement by Vector Limited (Vector) of an offer of up to NZ$200 million
(plus up to NZ$50 million of oversubscriptions) of 6 year, unsecured, unsubordinated, fixed
rate bonds, Vector has announced that the indicative margin range for the bonds is 1.65% to
1.75% per annum over the underlying swap rate, subject to a minimum interest rate of 3.45%
per annum.

The interest rate for the bonds will be set following a bookbuild process, which is expected to
be completed on 16 May 2019, and announced via NZX shortly thereafter.

The offer opens on 13 May 2019 and is expected to close on 16 May 2019 following completion
of the bookbuild process, with the bonds expected to be issued on 27 May 2019.

The bonds have been rated BBB by S&P Global Ratings.

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.

Vector has lodged a Product Disclosure Statement (PDS) with the Registrar of Financial
Service Providers in New Zealand. The PDS and other information in relation to the bonds and
the offer are available on the Disclose Register at www.companiesoffice.govt.nz/disclose
under Vector’s offer number OFR12633. The PDS is also available through
www.vector.co.nz/investors/bonds or by contacting a Joint Lead Manager or your usual
financial advisor, and must be obtained by investors before they decide to acquire any bonds.

A copy of the indicative terms sheet (updated for the indicative margin range and minimum
interest rate set out above) has been provided to NZX with this announcement and that terms
sheet and other related documents concerning the bonds are also available through
www.vector.co.nz/investors/bonds.

Interested investors should contact the Joint Lead Managers, a Primary Market Participant or
their usual financial advisor for more details.


Joint Lead Managers




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



ENDS

MARKET RELEASE
10 MAY 2019

MEDIA RELEASE
10 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

---

INDICATIVE
TERMS SHEET
FOR AN OFFER OF
FIXED RATE 6 YEAR BONDS
ISSUED BY VECTOR LIMITED
Joint Lead Managers
10 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)
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. 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 (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 set on the Rate Set Date (16 May 2019) and will be the greater of:
• the minimum Interest Rate of 3.45% per annum; 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 Margin1.65% to 1.75% per annum.
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.
ISINNZVCTDT090C6
3Vector Limited

Indicative Terms Sheet
2019

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