Infratil announces NZ$400 million equity raising
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
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17 May 2019
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Infratil announces NZ$400 million equity raising to partially fund the acquisition of Vodafone
New Zealand
On 14 May 2019, a consortium owned by Infratil Limited ("Infratil") and Brookfield Asset
Management Inc. ("Brookfield") announced it had executed a conditional agreement to acquire
Vodafone New Zealand Limited ("Vodafone NZ") from Vodafone Group Plc for an enterprise value
of NZ$3.4 billion (the "Acquisition")
1
. The Acquisition value implies an enterprise value to FY2020F
Underlying EBITDA multiple of 6.9x - 7.4x and is expected to deliver strong cash flow to support
current and future growth opportunities.
The NZ$3.4 billion purchase price is to be funded via a NZ$1,029 million equity contribution from
each of Infratil and Brookfield, with the balance funded from Vodafone NZ level debt and a portion
of equity reserved for the Vodafone NZ executive team.
Infratil's equity contribution will be partially funded via a fully underwritten NZ$100 million
institutional placement ("Placement") and a fully underwritten NZ$300 million, 1 for 7.46 pro-rata
accelerated renounceable entitlement offer ("Entitlement Offer") (together, the "Equity Raising").
UBS New Zealand Limited is acting as Sole Lead Manager and Underwriter.
The Board has concluded that undertaking a Placement and Entitlement Offer to raise new equity
is the best option for the company and its shareholders. The Equity Raising balances the desire of
the board to direct a significant proportion of the Equity Raising towards existing shareholders whilst
providing the opportunity to introduce new, supportive institutional and retail shareholders to the
register through the Placement.
The balance of Infratil's consideration will be funded through a combination of NZ$400 million of
debt from a committed acquisition debt facility and the use of existing debt facility headroom.
"The funding package, including the new equity, is expected to leave Infratil's balance sheet in a
position to support growth and future development platforms," said Marko Bogoievski, CEO of
Infratil.
Entitlement Offer overview
Under the Entitlement Offer, eligible shareholders are entitled to acquire 1 New Share for every
7.46 Existing Shares held as at 7:00pm (NZ time) and 5:00pm (Sydney time) on Tuesday, 21 May
2019 at an Application Price of NZ$4.00 per New Share.
The Application Price reflects a 10.4% discount to NZ$4.46, being the volume weighted average
price of Infratil's shares as traded on the NZX for the last five trading days prior to Friday, 17 May
2019, and a 9.0% discount to the theoretical ex-rights price of NZ$4.40.
1
The purchase price is subject to post completion adjustment for working capital, net debt and capital expenditure as at completion of
the Acquisition
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"Reflecting their commitment to Infratil, the acquisition of Vodafone NZ and the associated equity
raising, I am pleased to confirm that all Infratil Directors intend to take up their full entitlements
under the Entitlement Offer," said Infratil Chairman Mark Tume.
Placement overview
The Placement will comprise the issue of approximately 25 million New Shares to raise
approximately NZ$100 million. The Placement Issue Price of NZ$4.00 per New Share is the same
as the Entitlement Offer Application Price.
The Placement will open at 10:00am (NZ time) on Friday, 17 May 2019 and close at 8:00am (NZ
time) on Saturday, 18 May 2019.
Further information
Further details of the Acquisition and the Equity Raising are set out in the Investor Presentation
provided to the NZX and ASX today, in addition to the information already disclosed by Infratil on
the Acquisition in its announcement on Tuesday 14 May.
Further information about the Acquisition and the Equity Raising will be discussed during the full
year results presentation conference call:
Conference code: Infratil
NZ Toll Free: 0800 122 360
Australia Toll Free: 1800 760 146
Any enquiries should be directed to:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com
Media enquiries can also be directed to:
Hugo Shanahan, SenateSHJ, hugo@senateshj.co.nz / +64 275 111 561
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Details of the Entitlement Offer
Under the Entitlement Offer, eligible shareholders are invited to subscribe for 1 new Infratil share
("New Share") for every 7.46 existing Infratil share ("Existing Share") held as at 7:00pm (NZ time)
and 5:00pm (Sydney time) on Tuesday, 21 May 2019 (the "Record Date"). All New Shares in the
Entitlement Offer will be issued at a price of NZ$4.00 per New Share ("Application Price"), which
represents a 10.4% discount to NZ$4.46, being the volume weighted average price of Infratil's
shares as traded on the NZX for the last five trading days prior to Friday, 17 May 2019, and a 9.0%
discount to the theoretical ex-rights price (“TERP”) of NZ$4.40
The Entitlement Offer will consist of:
• an accelerated institutional offer to be conducted from Friday, 17 May 2019 to Saturday, 18
May 2019 ("Institutional Entitlement Offer"); and
• a retail offer which will open on Thursday, 23 May 2019 and close at 7:00pm (NZ time) and
5:00pm (Sydney time) on Thursday, 11 June 2019 ("Retail Entitlement Offer").
Each New Share will rank equally with existing shares on issue and are entitled to receive Infratil's
FY19 final dividend.
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer
which opens on Friday, 17 May 2019 and will close on Saturday, 18 May 2019. Eligible institutional
shareholders can choose to take up their entitlement in whole, in part or not at all. Institutional
entitlements (“Institutional Entitlements”) cannot be traded or sold on the NZX or ASX.
Institutional Entitlements not taken up by eligible institutional shareholders by the close of the
Institutional Entitlement Offer and the Institutional Entitlements of ineligible institutional
shareholders will be offered for sale through an institutional bookbuild to be conducted on
Monday, 20 May 2019 and Tuesday, 21 May 2019 (“Institutional Bookbuild”).
Any proceeds (in excess of the Application Price) from the sale of Institutional Entitlements through
the Institutional Bookbuild will be paid (net of any applicable withholding tax) on a pro-rata basis to
those institutional shareholders who do not take up their entitlements in full or who are not eligible
to participate in the Institutional Entitlement Offer. There is no guarantee that any amount will be
realised for the sale of Institutional Entitlements through the Institutional Bookbuild.
Any amounts paid to eligible institutional shareholders who do not take up their full entitlement, or
ineligible institutional shareholders with nominated Australian dollar bank accounts, will be
converted from New Zealand dollars by the Registrar at the prevailing exchange rate for buying
Australian dollars using New Zealand dollars at the time of payment. That exchange rate may be
different to the exchange rate used to set the relevant Australian dollar price.
Infratil shares have been placed in a trading halt while the Institutional Entitlement Offer and
Institutional Bookbuild are undertaken.
Retail Entitlement Offer
Eligible retail shareholders with a registered address in New Zealand or Australia at 7:00pm (NZ
time) and 5:00pm (Sydney time) on the Record Date will be invited to participate in the Retail
Entitlement Offer. The Retail Entitlement Offer will open on Thursday, 23 May 2019 and close at
7:00pm (NZ time) and 5:00pm (Sydney time) on Tuesday, 11 June 2019. Eligible retail
shareholders will have the opportunity to participate at the same Application Price and offer ratio
as the Institutional Entitlement Offer. Eligible retail shareholders can choose to take up their
Entitlement (“Retail Entitlements”) in whole, in part or not at all. Retail Entitlements cannot be traded
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or sold on the NZX or ASX.
Retail Entitlements not taken up by eligible retail shareholders by the close of the Retail Entitlement
Offer and the entitlements of ineligible retail shareholders (had such ineligible retail shareholders
been able to participate in the Retail Entitlement Offer), will be offered for sale through a retail
bookbuild to be conducted on Thursday, 13 June 2019 (“Retail Bookbuild”).
Any proceeds (in excess of the Application Price) from the sale of Retail Entitlements through the
Retail Bookbuild will be paid (net of any applicable withholding tax) on a pro-rata basis to those
eligible retail shareholders who do not take up their entitlements in full or who are not eligible to
participate in the Retail Entitlement Offer. There is no guarantee that any amount will be realised
for the sale of Retail Entitlements through the Retail Bookbuild.
Any amounts paid to eligible retail shareholders who do not take up their full entitlement or ineligible
retail shareholders with nominated Australian dollar bank accounts will be converted from New
Zealand dollars by the Registrar at the prevailing exchange rate for buying Australian dollars using
New Zealand dollars at the time of payment. That exchange rate may be different to the exchange
rate used to set the relevant Australian dollar price.
Key dates
Dates and times are subject to change without notice Date
Record date – Institutional and Retail Entitlement Offer 7:00pm (NZ time). Tuesday, 21 May 2019
Institutional Placement, Institutional Entitlement Offer and Institutional Bookbuild
Trading halt and announcement Friday, 17 May 2019
Institutional Entitlement Offer opens Friday, 17 May 2019
Institutional Placement Bookbuild commences Friday, 17 May 2019
Institutional Entitlement Offer closes Saturday, 18 May 2019
Institutional Placement Bookbuild completes Saturday, 18 May 2019
Institutional Shortfall Bookbuild Monday, 20 May 2019
Trading halt lifted on NZX / ASX (pre-market open) Wednesday, 22 May 2019
ASX settlement Monday, 27 May 2019
NZX settlement Tuesday, 28 May 2019
Allotment and trading of new shares Tuesday, 28 May 2019
Retail Entitlement Offer and Retail Bookbuild
Retail Entitlement Offer opens Thursday, 23 May 2019
Retail Entitlement Offer closes Tuesday, 11 June 2019
Retail Shortfall Bookbuild Thursday, 13 June 2019
ASX settlement Monday, 17 June 2019
NZX settlement Tuesday, 18 June 2019
Allotment of new shares Tuesday, 18 June 2019
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Trading of New Shares on the NZX Tuesday, 18 June 2019
Trading of New Shares on the ASX Wednesday, 19 June 2019
Note: The above timetable is indicative only and subject to change without notice. All dates and times are New Zealand Time.
Important Notice
This announcement has been prepared for publication in New Zealand and Australia and may not
be released or distributed in the United States.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or
purchase any securities and neither this announcement nor anything contained in it shall form the
basis of any contract or commitment. In particular, this announcement does not constitute an offer
to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who
is acting for the account or benefit of any person in the United States (to the extent such person is
acting for the account or benefit of a person in the United States), or in any other jurisdiction in
which, or to an person to whom, such an offer would be illegal. Neither the New Shares nor the
entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended
(the “U.S. Securities Act”), or the securities laws of any state or jurisdiction of the United States.
Accordingly, neither the New Shares nor the entitlements may be offered or sold, directly or
indirectly, in the United States or to persons acting for the account or benefit of a person in the
United States (to the extent such persons hold Existing Shares and are acting for the account or
benefit of a person in the United States), except in transactions exempt from, or not subject to, the
registration of the U.S. Securities Act and any other applicable securities laws of any state or other
jurisdiction of the United States.
Forward looking statements
This announcement contains forward looking statements. These forward-looking statements are
not historical facts but rather are based on Infratil’s expectations, estimates, beliefs, assumptions
and projections about Infratil, its subsidiaries and associates, Vodafone NZ, the industry in which
each operate, the Acquisition, the outcome and effects of the Equity Raising and use of proceeds
and the future performance of Vodafone NZ post-Acquisition. Forward looking statements should,
or can generally, be identified by the use of forward looking words such as “believe”, “expect”,
“estimate”, “will”, “may”, “target” and other similar expressions within the meaning of securities laws
of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or financial
position or performance are also forward looking statements. Such statements are not statements
of fact and there can be no certainty of outcome in relation to the matters to which the statements
relate. These forward looking statements involve known and unknown risks, uncertainties,
assumptions and other important factors that could cause the actual outcomes to be materially
different from the events or results expressed or implied by such statements.
Those risks, uncertainties, assumptions and other important factors are not all within the control of
Infratil or its directors and management and cannot be predicted by Infratil, its directors or
management, and include changes in circumstances or events that may cause objectives to
change as well as risks, circumstances and events specific to the industry, countries and markets
in which Infratil operates. They also include general economic conditions, exchange rates, interest
rates, competitive pressures, selling price, market demand and conditions in the financial markets
which may cause objectives to change or may cause outcomes not to be realised.
None of Infratil, Sole Lead Manager and Underwriter, H.R.L. Morrison & Co Limited or any of their
respective subsidiaries, advisors or affiliates (or any of their respective directors, officers,
employees or agents) makes any representation, assurance or guarantee as to the accuracy or
likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in
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any forward looking statements. Statements about past performance are not necessarily indicative
of future performance.
Financial Information
This announcement may contain certain financial measures that are “non-GAAP financial
information” under Guidance Note 2017: ‘Disclosing non-GAAP financial information’ published by
the New Zealand Financial Markets Authority, “non-IFRS financial information” under ASIC
Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ and “non-GAAP financial
measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934,
as amended. These measures include Underlying EBITDA and net debt. Such financial information
and financial measures is unaudited and do not have standardized meanings prescribed under
New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), Australian
Accounting Standards (“AAS”) or International Financial Reporting Standards (“IFRS”) and,
therefore, may not be comparable to similarly titled measures presented by other entities, and
should not be construed as an alternative to other financial measures determined in accordance
with NZ IFRS, AAS or IFRS.
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This Offer Document is an important document. You should read the entire document before deciding what
action to take with respect to your Entitlements. If you have any doubts as to what you should do, please
consult your broker, financial, investment or other professional advisor. This Offer Document may not be
distributed outside New Zealand or Australia, except to certain institutional and professional investors in
such other countries and to the extent contemplated in this Offer Document.
Not for release or distribution in the United States.
Infratil Limited
Offer Document
1 FOR 7.46 ACCELERATED
PRO-RATA ENTITLEMENT
OFFER OF NEW SHARES
17 May 2019
CONTENTS
IMPORTANT NOTICE 2
PART 1:
LETTER FROM THE BOARD 6
PART 2:
KEY TERMS OF THE OFFER 8
PART 3:
IMPORTANT DATES 10
PART 4:
ACTIONS TO BE TAKEN BY
ELIGIBLE SHAREHOLDERS 12
PART 5:
DETAILS OF THE OFFER 16
PART 6:
GLOSSARY 30
PART 7:
DIRECTORY 36
IMPORTANT NOTICE
GENERAL INFORMATION
This Offer Document has been prepared by
Infratil Limited (Infratil) in connection with a
1 for 7.46 accelerated pro-rata entitlement offer
of New Shares. The Offer is made to Eligible
Shareholders pursuant to the exclusion in clause
19 of Schedule 1 of the Financial Markets Conduct
Act 2013 (FMCA) and pursuant to the provisions
of section 708AA of the Corporations Act 2001
(Cth) (Corporations Act) (as modified by ASIC
Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 16-0132).
This Offer Document is not a product disclosure
statement, investment statement or prospectus
or disclosure document for the purposes of the
FMCA, the Corporations Act or any other law,
has not been lodged with the Financial Markets
Authority or ASIC, and does not contain all of the
information that an investor would find in a product
disclosure statement, investment statement,
prospectus or disclosure document, or which
may be required in order to make an informed
investment decision about the Offer or Infratil.
ADDITIONAL INFORMATION AVAILABLE
UNDER INFRATIL’S CONTINUOUS
DISCLOSURE OBLIGATIONS
Infratil is subject to continuous disclosure
obligations under the NZX Listing Rules. You can
find market releases by Infratil at nzx.com and at
asx.com.au under the code “IFT”.
Infratil may, during the period of the Offer, make
additional releases to the NZX and the ASX. To
the maximum extent permitted by law, no release
by Infratil to the NZX or the ASX will permit an
Applicant to withdraw any previously submitted
Application without Infratil’s prior consent.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in
connection with pro-rata entitlement offer of New
Shares.
This Offer Document does not constitute an offer
or invitation in any place in which, or to any person
to whom, it would not be lawful to make such an
offer or invitation.
Neither this Offer Document, any accompanying
NZX or ASX announcements, nor the Entitlement
and Acceptance Form may be released or
distributed in the United States.
This Offer Document, any accompanying NZX
or ASX announcements and the Entitlement and
Acceptance Form do not constitute an offer to sell,
or the solicitation of an offer to buy, any securities
in the United States or to any person who is acting
for the account or benefit of any person in the
United States (to the extent such person is acting
for the account or benefit of a person in the United
States), or in any other jurisdiction in which, or
to any person to whom, such an offer would be
illegal.
Neither the Entitlements nor the New Shares have
been, or will be, registered under the US Securities
Act of 1933, as amended (US Securities Act) or
the securities laws of any state or other jurisdiction
of the United States. Accordingly, the Entitlements
may not be issued to, or taken up or exercised by,
and the New Shares may not be offered or sold,
directly or indirectly, to persons in the United States
or to persons acting for the account or benefit of
a person in the United States (to the extent such
persons hold Existing Shares and are acting for
the account or benefit of a person in the United
States), except in transactions exempt from, or not
subject to, the registration requirements of the US
Securities Act and the applicable securities laws of
any state or other jurisdiction of the United States.
The Entitlements and the New Shares to be offered
and sold in the Retail Entitlement Offer pursuant to
this Offer Document may only be offered and sold
outside the United States in “offshore transactions”
(as defined in Rule 902(h) under the US Securities
Act), in reliance on Regulation S.
This Offer Document may not be sent or given
to any person in circumstances in which the
Offer or distribution of this Offer Document
would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside
New Zealand and Australia may be restricted by
law. In particular, this Offer Document may not
be distributed to any person in the United States.
Further details on the offering restrictions that
apply are set out in Part Five.
If you come into possession of this Offer
Document, you should observe any such
restrictions. Any failure to comply with such
restrictions may contravene applicable securities
law. Infratil disclaims all liability to such persons.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, Infratil reserves
the right to alter the dates set out in this Offer
Document.
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Additionally, Infratil reserves the right to withdraw
all or any part of the Offer (either generally or in
particular cases).
NO GUARANTEE
No guarantee is provided by any person in relation
to the New Shares to be issued pursuant to the
Offer. Likewise, no warranty is provided with
regard to the future performance of Infratil or any
return on any investments made pursuant to this
Offer Document.
DECISION TO PARTICIPATE IN THE
OFFER
The information in this Offer Document does not
constitute a recommendation to acquire or invest
in New Shares nor does it amount to financial
product advice.
This Offer Document has been prepared without
taking into account the particular needs or
circumstances of any investor, including an
investor’s investment objectives, financial and/or
tax position.
You should make your decision whether to invest
in New Shares pursuant to the Offer based on your
personal circumstances. Please read this Offer
Document carefully and in full before making that
decision. You are encouraged to take your own
professional advice before you invest.
FORWARD LOOKING STATEMENTS
This Offer Document contains certain forward-
looking statements such as indications of, and
guidance on, future earnings and financial position
and performance. Forward-looking statements
can generally be identified by the use of forward-
looking words such as, ‘expect’, ‘anticipate’, ‘likely’,
‘intend’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’,
‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’,
‘guidance’ and other similar expressions.
Forward-looking statements are not guarantees
or predictions of future performance and involve
known and unknown risks and uncertainties and
other factors, many of which are beyond the
control of Infratil, and may involve significant
elements of subjective judgement and
assumptions as to future events which may or may
not be correct.
There can be no assurance that actual outcomes
will not materially differ from these forward-looking
statements. A number of important factors could
cause actual results or performance to differ
materially from the forward-looking statements.
The forward-looking statements are based on
information available to Infratil as at the date of
this Offer Document. Except as required by law
or regulation (including the NZX Listing Rules),
Infratil has no obligation to provide any additional
or updated information whether as a result of new
information, future events or results or otherwise.
PRIVACY
Any personal information provided by Eligible
Shareholders on the Entitlement and Acceptance
Form or via the online application will be held by
Infratil or the Registrar at the addresses set out in
the Directory.
Infratil and/or the Registrar may store your
personal information in electronic format, including
in online storage or on a server or servers which
may be located in New Zealand, Australia or
overseas. The information will be used for the
purposes of administering your investment in
Infratil.
This information will only be disclosed to third
parties with your consent or if otherwise required
or permitted by law. Under the New Zealand
Privacy Act 1993 and the Australian Privacy Act
1988 (Cth), you have the right to access and
correct any personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an
NZX Firm, or your solicitor, accountant or other
professional adviser. If you have any questions
about the number of New Shares shown on
the Entitlement and Acceptance Form that
accompanies this Offer Document, or how to
apply online or complete the Entitlement and
Acceptance Form, please contact the Registrar.
TRADING NEW SHARES
Infratil will have no liability for and disclaims all
liability to persons who trade their New Shares that
they believe will be issued to them before they
receive their holding statements.
DEFINED TERMS
Capitalised terms used in this Offer Document
have the specific meaning given to them in the
Glossary at Part Six of this Offer Document.
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Infratil Limited Offer Document
LETTER FROM THE BOARD
Dear Fellow Shareholder
On behalf of the Infratil Board of Directors, it is my pleasure to invite you to participate in this accelerated
pro-rata entitlement offer (Offer). You have the opportunity to purchase one New Share at an Application
Price of NZ$4.00 (or the A$ Price) for every 7.46 Infratil Shares you own at 7.00pm (NZ time) / 5.00pm
(Sydney time) on Tuesday, 21 May 2019.
Purpose of the Offer
On Tuesday, 14 May 2019, we announced that Infratil and Brookfield had executed a conditional agreement
to acquire Vodafone New Zealand (Vodafone NZ) from Vodafone Group for an enterprise value of NZ$3.4
billion (the Acquisition). Infratil and Brookfield will each hold approximately 49.9% of the company.
Telecommunications is critical infrastructure for New Zealand and Vodafone NZ is an integral part of everyday
Kiwi life. The quality and availability of its networks have a direct bearing on New Zealand’s competitiveness
and future growth prospects. The Acquisition is strategically compelling for Infratil and validates our ability to
generate proprietary investment opportunities for our shareholders.
The Acquisition significantly increases our exposure to high conviction trends surrounding data growth and
future communication models. It creates a cornerstone platform investment, within a simplified portfolio, that
provides stable earnings and strong New Zealand Dollar cash flow generation to support current and future
growth opportunities as well as Infratil’s dividend in the long term.
Infratil is seeking to raise NZ$300 million of new equity from the Offer to fund a portion of Infratil’s
contribution to the purchase price. The balance of Infratil’s consideration will be funded through a
combination of existing debt facilities, a committed acquisition debt facility and an Institutional Placement
to be conducted in conjunction with the Offer to raise a further NZ$100 million. The funding package,
including the new equity, is expected to leave balance sheet credit metrics in a position to support existing
development platforms and future investment opportunities. The new equity is also expected to increase
Infratil’s market capitalisation and NZX50 Index weighting, increasing liquidity and investor interest.
On behalf of the Board, I am pleased to offer Eligible Shareholders the opportunity to participate in
the Offer.
How you can participate in the Offer
The Offer provides an opportunity for Eligible Shareholders to increase the number of Shares they hold in
Infratil and to take advantage of the discount at which the New Shares will be issued under the Offer, relative
to the trading price prior to the announcement of the Offer.
Under the Offer, Eligible Shareholders are entitled to acquire one New Share for every 7.46 Infratil Shares
held as at 7.00pm (NZ time) / 5.00pm (Sydney time) on Tuesday, 21 May 2019, at an Application Price of
NZ$4.00 (or the A$ Price) per New Share.
The Application Price reflects a 10.4% discount to NZ$4.46, being the volume weighted average price of
Infratil’s shares as traded on the NZX for the last five trading days prior to Friday, 17 May 2019 a 9% discount
to the theoretical ex-rights price of NZ$4.40.
Eligible Retail Shareholders will have until 7.00pm (NZ time) / 5.00pm (Sydney time) on Tuesday, 11 June
2019 to subscribe for New Shares. The institutional component of the Offer will be accelerated and close on
10.00am (NZ time) / 8.00am (Sydney time) on Saturday, 18 May 2019.
Par t 1
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You can choose to take up your entitlement in whole, in part or not at all. Under the Offer, there will be no
trading of Entitlements. Instead, New Shares not taken up, or attributable to Ineligible Shareholders, will
be offered to Institutional Investors through two Bookbuilds run by the Lead Manager, UBS New Zealand
Limited (UBS).
The first Bookbuild will take place on 20 May to 21 May 2019 and will comprise New Shares not taken up
by Eligible Institutional Shareholders under the Institutional Entitlement Offer and New Shares attributable
to Ineligible Institutional Shareholders. The second Bookbuild will take place on 13 June 2019 and will
comprise New Shares not taken up by Eligible Retail Shareholders under the Retail Entitlement Offer and
New Shares attributable to Ineligible Retail Shareholders.
Any Premium achieved above the Application Price for the New Shares in each of the Bookbuilds will be
shared on a pro-rata basis (with no brokerage costs deducted) between:
• in the case of the first Bookbuild, each Eligible Institutional Shareholder who does not take up their
Entitlement in full and each Ineligible Institutional Shareholder; and
• in the case of the second Bookbuild, each Eligible Retail Shareholder who does not take up their
Entitlement in full and each Ineligible Retail Shareholder.
There is no guarantee that there will be any Premium realised for the entitlements offered for sale in the
Bookbuilds, and the Premium realised (if any) in one Bookbuild may be different from the Premium released
(if any) in the other Bookbuild.
The Offer is fully underwritten by UBS.
Conclusion
This Offer Document contains important information about the Offer. I encourage you to read it carefully
and take the time to consider the Offer and seek financial, investment, or other professional advice from a
qualified professional adviser. Additional information can be found in the investor presentation which we
have released to the NZX and ASX. Eligible Retail Shareholders can apply to take up their Entitlements under
the Offer by completing:
• the Entitlement and Acceptance Form accompanying this letter; or
• an online application at www.infratilshareoffer.com,
by 7.00pm (NZ time) / 5.00pm (Sydney time) on Tuesday, 11 June 2019. Instructions on how to make
payment can be found in the Entitlement and Acceptance Form and Offer Document or at
www.infratilshareoffer.com.
The Board and management remain excited about the future for Infratil and Vodafone NZ. Reflecting
their commitment to Infratil, I am pleased to confirm that all Infratil Directors intend to take up their full
Entitlements under the Offer.
On behalf of the Board, I welcome your participation in the Offer and thank you for your continued support.
Yours sincerely,
Mark Tume
Chairman, Infratil Limited
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KEY TERMS OF THE OFFER
Issuer Infratil Limited
The Offer Institutional Entitlement Offer and Retail Entitlement
Offer
A pro rata entitlement offer of 1 New Share for
every 7.46. Existing Shares held by an Eligible
Shareholder at 7.00pm (NZ time) or 5.00pm
(Sydney time) on the Record Date, with fractional
entitlements being rounded down to the nearest
share. A shorter than usual offer period will apply
to Eligible Institutional Shareholders under the
Institutional Entitlement Offer, which will occur over
the two calendar days immediately following (and
including) the date of announcement of the Offer.
If an Eligible Shareholder does not take up all of
its Entitlements, its current shareholding will be
diluted as a result of the issue of New Shares.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main
Board, the ASX or otherwise privately transferred.
Entitlements not taken up by Eligible Shareholders,
or which would have been issued to Ineligible
Shareholders had they been entitled to participate,
will be offered for sale through Bookbuilds run by
the Lead Manager.
Any Premium realised for those Entitlements in
the Bookbuilds will be paid (net of any applicable
withholding tax) on a pro rata basis to those
Shareholders who do not take up all of their
Entitlements or who are ineligible to do so by
virtue of being an Ineligible Shareholder.
Bookbuilds
There will be a bookbuild for the Institutional
Entitlement Offer (with any Institutional
Premium realised for the Entitlements in the
Institutional Bookbuild shared by Eligible
Institutional Shareholders who do not take up all
of their Entitlements and Ineligible Institutional
Shareholders) and a separate Bookbuild for the
Retail Entitlement Offer (with any Retail Premium
realised for the Entitlements in the Retail Bookbuild
shared by Eligible Retail Shareholders who do not
take up all of their Entitlements and Ineligible Retail
Shareholders).
There is no guarantee that there will be any
Premium realised for the Entitlements offered for
sale in the Bookbuilds, and the Premium realised
(if any) in one Bookbuild may be different from the
Premium realised (if any) in the other Bookbuild.
Par t 2
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Institutional Placement In conjunction with the Offer, Infratil will be
conducting the Institutional Placement to raise
approximately NZ$100 million. The New Shares
issued under the Institutional Placement will be
issued for no less than the Application Price.
Application Price NZ$4.00 per New Share.
Existing Shares currently on issue 559,278,116 Existing Shares.
Anticipated Total number of 74,970,264 New Shares under the Offer and
25,029,736 New Shares under the Institutional
Placement, being 100,000,000 New Shares in total
(subject to rounding).
Eligible Retail Shareholders A Shareholder, as at 7.00pm (NZ time) or 5.00pm
(Sydney time) on the Record Date, with a registered
address in New Zealand or Australia, who:
(a) is not in the United States and not acting for
the account or benefit of a person in the United
States; and
(b) is not an Eligible Institutional Shareholder or an
Ineligible Institutional Shareholder.
Offer size The approximate amount to be raised under the
Offer is NZ$300 million.
New Shares The same class as, and ranking equally with,
Existing Shares.
How to apply Eligible Retail Shareholders
Applications must be made:
(a) online at www.infratilshareoffer.com; or
(b) by completing the enclosed Entitlement
and Acceptance Form and returning it to the
Registrar together with payment.
If a postal application is made please allow plenty
of time for it to be received by us.
Eligible Institutional Shareholders
Eligible Institutional Shareholders will be contacted
and advised of the terms and conditions of
participation in the Offer and the application
process.
Underwriting UBS New Zealand Limited is fully underwriting the
Offer and the Institutional Placement.
New Shares being offered
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IMPORTANT DATES
Par t 3
Institutional Entitlement Offer and Institutional Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild.
Eligible Retail Shareholders should refer to the important dates for the Retail Entitlement Offer and Retail
Bookbuild set out in the “Retail Entitlement Offer and Retail Bookbuild” table on the following page.
Key Event Date
1
Trading halt commences on NZX and ASX, and
Institutional Entitlement Offer opens at 10.00am (NZ
time) / 8.00am (Sydney time)
Friday, 17 May 2019
Institutional Entitlement Offer closes at 8.00am (NZ
time) / 6.00am (Sydney time)
Saturday, 18 May 2019
Institutional Bookbuild opens at 4.30pm (NZ time) /
2.30pm (Sydney time)
Monday, 20 May 2019
Institutional Bookbuild closes at 12.00pm (NZ time) /
10.00am (Sydney time)
Tuesday, 21 May 2019
Record Date 7.00pm (NZ time) / 5.00pm (Sydney time)Tuesday, 21 May 2019
Announce Institutional Bookbuild pricing and results
of Institutional Entitlement Offer and Institutional
Placement
Wednesday, 22 May 2019
Announce A$ Price
Trading halt lifted and open of trading on the NZX Main
Board and ASX (pre-market open)
Settlement of Institutional Entitlement Offer,
Institutional Bookbuild and Institutional Placement on
ASX
Monday, 27 May 2019
Settlement of Institutional Entitlement Offer,
Institutional Bookbuild and Institutional Placement on
the NZX Main Board and commencement of trading of
allotted New Shares on the NZX Main Board and ASX
Tuesday, 28 May 2019
1 The dates set out in the table above (and any references to them in this Offer Document) are subject to change
and are indicative only. All times and dates refer to NZ time (unless otherwise specified). Infratil reserves the right
to amend the timetables (including by extending the closing dates for the Offer or accepting late Applications,
either generally or in particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the
Offer will have a consequential effect on the issue date of New Shares.
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Retail Entitlement Offer and Retail Bookbuild
The timetable immediately below is relevant to participants in the Retail Entitlement Offer and Retail
Bookbuild. Eligible Institutional Shareholders should refer to the important dates for the Institutional
Entitlement Offer and Institutional Bookbuild set out in the “Institutional Entitlement Offer and Institutional
Bookbuild” table above.
Key Event Date
2
Record Date 7.00pm (NZ time) / 5.00pm (Sydney time)Tuesday, 21 May 2019
Expected dispatch of the Offer Document and
Entitlement and Acceptance Forms
Thursday, 23 May 2019
Retail Entitlement Offer opens at 10.00am (NZ time) /
8.00am (Sydney time)
Thursday, 23 May 2019
Retail Entitlement Offer closes at 7.00pm (NZ time) /
5.00pm (Sydney time) (last day for online applications, or
for receipt of the Acceptance Form, with payment)
Tuesday, 11 June 2019
Announce results of Retail Entitlement OfferThursday, 13 June 2019
Retail Bookbuild
Announce results of Retail BookbuildFriday, 14 June 2019
Settlement of Retail Entitlement Offer and Retail
Bookbuild on ASX
Monday, 17 June 2019
Settlement of Retail Entitlement Offer and Retail
Bookbuild on NZX
Tuesday, 18 June 2019
Allotment of New Shares under the Retail Entitlement
Offer and Retail Bookbuild on the NZX Main Board and
Shares
Trading of New Shares commences on NZX
Trading of New Shares commences on ASXWednesday, 19 June 2019
Despatch of holding statements for New Shares issued
under the Retail Entitlement Offer
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the
online application process as soon as possible. No cooling-off rights apply to applications submitted under
the Offer.
2 The dates set out in the table above (and any references to them in this Offer Document) are subject to change
and are indicative only. All times and dates refer to NZ time (unless otherwise specified). Infratil reserves the right
to amend the timetables (including by extending the closing dates for the Offer or accepting late Applications,
either generally or in particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the
Offer will have a consequential effect on the issue date of New Shares.
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ACTIONS TO BE TAKEN BY
ELIGIBLE SHAREHOLDERS
A. IF YOU ARE AN ELIGIBLE RETAIL
SHAREHOLDER, YOU MAY TAKE
THE FOLLOWING ACTIONS:
• take up all of your Entitlement;
• take up part of your Entitlement; or
• do nothing.
If you only take up part of your Entitlement or
do nothing, any Entitlement not taken up will be
offered for sale in the Retail Bookbuild. Any Retail
Premium realised for those Entitlements in the
Retail Bookbuild will be paid (net of any applicable
withholding tax) on a pro rata basis to those
Eligible Retail Shareholders who do not take up
all of their Entitlements and those Ineligible Retail
Shareholders who are ineligible to participate in
the Offer.
To take up all or part of your Entitlement
If you are an Eligible Retail Shareholder and wish to
take up all or part of your Entitlement, you should
apply online at www.infratilshareoffer.com (see
further instructions for online Applications below).
Alternatively, you may:
• complete your personalised Entitlement
and Acceptance Form accompanying this
Offer Document in accordance with the
instructions set out on that form;
• make payment by direct debit, BPAY®
or attach your cheque or bank draft
in New Zealand dollars or Australian
dollars to your completed Entitlement
and Acceptance Form for the amount
required to be paid in accordance with
the payment instructions set out below;
and
• return your completed Entitlement and
Acceptance Form and (if applicable) your
cheque or bank draft to the Registrar (or
any NZX Firm or ASX Broker in sufficient
time for the documents to be forwarded
to and received by the Registrar), no later
than 7.00pm (NZ time) / 5.00pm (Sydney
time) on 11 June 2019. Contact details for
the Registrar are set out below and in Part
7: Directory.
Payment instructions
• Payment must be made in full by paying
NZ$4.00 (or the A$ Price), per New Share
on Application.
• Payments are to be made by direct
debit, BPAY®, cheque or bank draft to
the Registrar or by such other method of
payment agreed as acceptable to Infratil.
Please choose only one payment option.
Payments for Applications made online
must be made by way of direct debit or
BPAY®.
• If there is a discrepancy between the
amount of Application Monies and the
number of New Shares indicated as your
Entitlement on your Entitlement and
Acceptance Form, Infratil will treat the
Application as being for the lower of
your Entitlement and the number of New
Shares the Application Monies will
pay for.
Par t 4
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Payment Options
Option 1 – Direct debit (for Eligible New
Zealand Retail Shareholders only)
If you wish to pay by direct debit you must
complete the direct debit section in the
Entitlement and Acceptance Form or in the
online Application (if you are applying for New
Shares using the online Application process
set out below). By completing the direct debit
section in the Entitlement and Acceptance Form,
you authorise the Registrar to direct debit the
nominated bank account for the amount applied
on the day the Entitlement and Acceptance Form is
received by the Registrar. The bank account must
be with a New Zealand registered bank.
You cannot specify a direct debit date and you
must ensure that:
• the bank account details supplied are
correct;
• the Application Monies in the bank
account for the direct debit are available
on the day you submit your Application;
• the person(s) giving the direct debit
instruction has/have authority to operate
the account solely/jointly; and
• the bank account you nominated is a
transactional account eligible for direct
debit transactions.
If you are uncertain you should contact your bank.
Should your direct debit fail, your Application will
be rejected. If requested, a direct debit form will
be provided to you by the Registrar
Option 2 – BPAY® (for Eligible Australian
Retail Shareholders only)
For payment by BPAY®, please follow the
instructions on the personalised Acceptance Form
or online at www.infratilshareoffer.com. You can
only make payment via BPAY® if you are the holder
of an account with an Australian financial institution
that supports BPAY® transactions.
If you are paying by BPAY®, please make sure
you use the specific Biller Code and your unique
Customer Reference Number (CRN) on your
personalised Acceptance Form or accessed online
at www.infratilshareoffer.com. If you do not use
the correct CRN specific to your holding your
Application will not be recognised as valid.
Please note that should you choose to pay by
BPAY®:
• you do not need to submit your
Acceptance Form but are taken to agree
to the terms of the Acceptance Form; and
• if you do not pay for your all your Rights,
you are deemed to have exercised your
Rights in respect of such whole number
of New Shares which is covered in full by
your Application Monies.
It is your responsibility to ensure that your BPAY®
payment is received by the Registrar by no later
than 7.00pm (NZ time) / 5.00pm (Sydney time)
on 11 June 2019. You should be aware that your
financial institution may implement earlier cut-off
times with regard to electronic payment, and you
should therefore take this into consideration in the
timing of when you make payment.
Option 3 – Cheque or Bank Draft
Applicants who elect to pay by cheque or bank
draft must ensure that the cheque is drawn on
a New Zealand bank or that the bank draft is in
New Zealand dollars or drawn on an Australian
bank or that the bank draft must be in Australian
dollars. Cheques or bank drafts drawn in a different
currency will not be accepted.
Cheques or bank drafts are to be made payable
to “Infratil Entitlement Offer” and crossed “Not
Transferable” or “Not Negotiable”.
If your cheque is dishonoured for any reason
Infratil may reject your Application, cancel your
allotment of New Shares and pursue any other
remedies available to it at law
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Online applications
If you are an Eligible Retail Shareholder, you
may also apply for all or part of your Entitlement
online. To do so, you must complete an online
Application at www.infratilshareoffer.com by no
later than 7.00pm (NZ time) / 5.00pm (Sydney time)
on 11 June 2019. You will be required to enter
your CSN/Holder number (or HIN or SRN if you
are an Eligible Australian Retail Shareholder) and
Entitlement Number which you hold your Shares
under.
Payment for Applications made online must be
made by way of direct debit or BPAY®. Please read
the instructions regarding direct debit or BPAY®
payments under the heading “Payment Options”
above. Once your Application has been completed
successfully, you will be emailed an application
confirmation which you should keep for your
records.
Mailing Addresses for Entitlement and
Acceptance Forms
Applicants who are not applying online should
mail completed Entitlement and Acceptance Forms
and cheques or bank drafts to the Registrar at:
Infratil Limited
C/ Link Market Services Limited
PO Box 91976
Auckland 1142, New Zealand
or, for Eligible Australian Retail Shareholders, to:
Infratil Limited
C/ Link Market Services Limited
Locked Bag A14
Sydney South, NSW 1235, Australia
to arrive no later than 7.00pm (NZ time) / 5.00pm
(Sydney time) on 11 June 2019 or, if sent to any
NZX Firm or ASX Broker, in sufficient time for the
documents to be forwarded to, and received by,
the Registrar not later than 7.00pm (NZ time) /
5.00pm (Sydney time) on 11 June 2019. If you
have any questions in relation to such timing
requirements of any NZX Firm or ASX Broker, you
should discuss these directly with that NZX Firm or
ASX Broker.
B. IF YOU ARE AN ELIGIBLE
INSTITUTIONAL SHAREHOLDER
The Lead Manager will contact Eligible Institutional
Shareholders to inform them of the terms and
conditions of participation in the Institutional
Entitlement Offer.
Infratil and the Lead Manager will determine
the Shareholders who will be treated as Eligible
Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of
New Shares will be made under the Institutional
Entitlement Offer. In exercising their discretion,
Infratil and the Lead Manager may have regard
to a number of matters, including legal and
regulatory requirements and logistical and registry
constraints.
C. INFORMATION FOR ALL ELIGIBLE
SHAREHOLDERS
Decision to participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire New
Shares or financial product advice. This Offer
Document has been prepared without taking
into account the investment objectives, financial
or taxation situation or particular needs or
circumstances of any Applicant.
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Late Applications and withdrawal rights
Infratil may accept late Applications and
Application Monies, either generally or in particular
cases, but has no obligation to do so. Infratil may
accept or reject (at its discretion) any Entitlement
and Acceptance Form or online Application which
it considers to have been completed incorrectly or
correct any errors or omissions on any Entitlement
and Acceptance Form or online Application.
Once submitted, and subject to all applicable
law, an Application may not be withdrawn without
Infratil’s prior written consent.
Further Information
Enquiries about the Offer can be directed to an
Authorised Financial Adviser, an NZX Firm, an
ASX Broker or your solicitor, accountant or other
professional adviser. If you have any questions
about the number of New Shares shown on
the Entitlement and Acceptance Form that
accompanies this document, or how to complete
the Entitlement and Acceptance Form or online
Application, please contact the Registry.
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DETAILS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares to Eligible
Shareholders under an accelerated pro-rata
entitlement issue. Under the Offer, Eligible
Shareholders are entitled to subscribe for 1 New
Share for every 7.46 Existing Shares held at 7.00pm
(NZ time) / 5.00pm (Sydney time) on the Record
Date. The New Shares will be the same class as,
and will rank equally with, Existing Shares which
are quoted on the NZX Main Board and ASX. It
is a term of the Offer that Infratil will take any
necessary steps to ensure that the New Shares are,
immediately after issue, quoted on the NZX Main
Board and ASX.
If you are an Eligible Shareholder you may take
up all or some of your Entitlements or do nothing
with all or some of your Entitlements. If you are an
Eligible Shareholder and you do not take up all of
your Entitlements, your current shareholding will
be diluted as a result of the issue of New Shares.
The anticipated total number of New Shares being
offered under the Offer is 74,970,264 New Shares
(subject to rounding). Infratil will raise a total of
approximately NZ$300 million through the Offer
(before costs).
In conjunction with the Offer, Infratil will be
conducting the Institutional Placement whereby,
in addition to the Offer, 25,029,736 New Shares
(subject to rounding) will be offered to eligible
Institutional Investors (which may include Eligible
Institutional Shareholders) to raise a total of
approximately NZ$100 million (before costs).
The price per New Share under the Institutional
Placement will be no less than the Application Price
for the Offer.
In aggregate, Infratil will raise a total of
approximately NZ$400 million through the Offer
and Institutional Placement (before costs), issuing
an anticipated total number of 100,000,000 New
Shares (subject to rounding). Both the Offer and
the Institutional Placement are fully underwritten
by the Underwriter.
APPLICATION PRICE
The Application Price is NZ$4.00 (or the A$ Price)
per New Share.
The A$ Price will be the Australian dollar equivalent
of NZ$4.00 determined using the RBNZ AUD/NZD
exchange rate on Tuesday, 21 May 2019 at 3.00pm
(NZ time). The A$ Price will be announced by
Infratil on Wednesday, 22 May 2019.
The Application Price must be paid in full on
application. Payment of the Application Price must
be made, for the Retail Entitlement Offer, together
with a completed Entitlement and Acceptance
Form delivered (either by mail, delivery or email) to
the Registry in accordance with the instructions set
out in the Entitlement and Acceptance Form or in
accordance with the online application process.
If you elect to apply for New Shares using New
Zealand Dollars, any New Shares issued to you will
be issued on Infratil’s NZX branch register. If you
elect to apply for New Shares using the A$ Price,
any New Shares issued to you will be issued on
Infratil’s ASX branch register.
Infratil may accept late Applications and
Application Monies, but it has no obligation to do
so. Infratil may accept or reject (at its discretion)
any Entitlement and Acceptance Form or online
application which it considers is not completed
correctly, and may correct any errors or omissions
on any Entitlement and Acceptance Form or the
online application.
An Application may not be withdrawn without
Infratil’s prior consent once submitted.
Application Monies received will be held in a trust
account with the Registry until the corresponding
New Shares are allotted or the Application Monies
are refunded. Interest earned on the Application
Monies will be for the benefit, and remain the
property, of Infratil and will be retained by Infratil
whether or not the issue of New Shares takes
place. Any refunds of Application Monies (without
interest) will be made within 10 Business Days
of allotment (or the date that the decision not to
accept an Application is made, as the case may be).
Par t 5
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ELIGIBILITY
The Institutional Entitlement Offer and the Retail
Entitlement Offer are only open to Eligible
Shareholders. Infratil has determined that it is
unreasonable to extend the Retail Entitlement
Offer to shareholders in jurisdictions outside
New Zealand and Australia because of the small
number of such Shareholders, the number and
value of Shares that they hold, and the cost of
complying with the applicable regulations in such
jurisdictions.
WITHDRAWAL
Subject to Infratil’s compliance with all applicable
laws, Infratil reserves the right to withdraw the
Offer at any time at its absolute discretion. If
any Application is not accepted, all applicable
Application Monies will be refunded, without
interest, to the relevant Shareholder.
OVERVIEW OF THE OFFER
Infratil will raise a total of approximately
NZ$300 million through the Offer, which is fully
underwritten by the Underwriter. The anticipated
total number of New Shares that are being offered
under the Offer is 74,970,264 New Shares (subject
to rounding).
The Offer comprises each of the following
components:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer; and
• the Retail Bookbuild,
in each case, as described in further detail below.
INSTITUTIONAL PLACEMENT
In conjunction with the Offer, Infratil will be
conducting the Institutional Placement whereby,
in addition to the offer, 25,029,736 New Shares
(subject to rounding) at NZ$4.00 per New Share
will be offered to selected Institutional Investors
to raise a total of approximately NZ$100 million
(before costs). The issue price for the New Shares
issued under the Institutional Placement will be no
less than the Application Price.
PURPOSE OF THE OFFER AND
INSTITUTIONAL PLACEMENT
On 14 May 2019, Infratil announced that a
consortium comprising Infratil and Brookfield
Asset Management Inc. had executed a
conditional agreement to acquire Vodafone New
Zealand Limited (“Vodafone NZ”) from Vodafone
Group for an enterprise value of NZ$3.4 billion
(the Acquisition).
3
Completion of the Acquisition is conditional
on New Zealand Overseas Investment Office
approvals and New Zealand Commerce
Commission clearance (the Conditions). Infratil
anticipates that these Conditions will be satisfied
by August 2019, and completion will occur by 31
August 2019. The Conditions must be satisfied
within eight months of signing.
Infratil intends that the net proceeds raised from
the Offer and the Institutional Placement will be
used to partially fund Infratil’s contribution to
the Acquisition, and the related acquisition costs
in connection with that Acquisition. For further
details regarding the Acquisition, see the Investor
Presentation and Infratil’s market announcement
and acquisition presentation released to the NZX
and the ASX on 14 May 2019.
If the Conditions are not satisfied, or the
Acquisition otherwise fails to complete, Infratil
intends that the net proceeds raised from the
Offer will be directed towards Infratil’s growth
and development platforms (including Infratil’s
investment in Canberra Data Centres, Tilt
Renewables Limited and Longroad Energy
Holdings, LLC), and any related costs in connection
with the Acquisition.
THE INSTITUTIONAL ENTITLEMENT
OFFER
Overview of the Institutional Entitlement
Offer
Infratil is offering Eligible Institutional Shareholders
the opportunity to subscribe for 1 New Share for
every 7.46 Existing Shares held as at 7.00pm (NZ
time) or 5.00pm (Sydney time) on the Record Date,
3 The purchase price is subject to post completion adjustment for working capital, net debt and capital expenditure
as at completion of the Acquisition.
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at an Application Price of NZ$4.00. This ratio and
the Application Price are the same as for the Retail
Entitlement Offer. The Lead Manager will seek to
approach Eligible Institutional Shareholders, who
may take up all, part or none of their Entitlements.
The Institutional Entitlement Offer opens at
10.00am (NZ time) or 8.00am (Sydney time) on 17
May 2019 and closes at 8.00am (NZ time) / 6.00am
(Sydney time) on 18 May 2019 (subject to Infratil’s
right to modify these dates).
Entitlements will not be listed and cannot
be traded on the NZX Main Board, the ASX
or privately transferred. However, Ineligible
Institutional Shareholders and Eligible Institutional
Shareholders who have not taken up their full
Entitlement, may receive some value in respect of
those New Shares not taken up if an Institutional
Premium is achieved under the Institutional
Bookbuild. There is no guarantee that any
premium will be achieved, and any Institutional
Premium may be different from any Retail Premium.
Eligibility under the Institutional
Entitlement Offer
The Institutional Entitlement Offer is only open
to Eligible Institutional Shareholders. Infratil and
the Lead Manager will determine (in their sole
discretion) the Shareholders who will be treated
as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom
an offer of New Shares will be made under the
Institutional Entitlement Offer. In exercising this
discretion, Infratil and the Lead Manager may have
regard to a number of matters, including legal
and regulatory requirements and logistical and
registry constraints. Infratil and the Lead Manager
will agree on which Shareholders will be treated as
Ineligible Institutional Shareholders.
If you sell any Shares (and that sale settles) prior
to 7.00pm (NZ time) or 5.00pm (Sydney time) on
the Record Date, then the Entitlements attributable
to those Shares will accrue to the holder of those
Shares as at 7.00pm (NZ time) or 5.00pm (Sydney
time) on the Record Date. If you have acquired
Shares (and that sale settles) after the Record Date,
you will not receive any Entitlements in relation to
those Shares.
Infratil reserves the right to reject any Application
for New Shares under the Institutional Entitlement
Offer that it considers comes from a person who is
not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the
Institutional Entitlement Offer
The Lead Manager or Infratil may seek to contact
Eligible Institutional Shareholders to inform them
of the terms and conditions of participation
in the Institutional Entitlement Offer and seek
confirmation of their Entitlements under the Offer.
Application for New Shares by Eligible Institutional
Shareholders can only be made in accordance with
that process. Applications in excess of an Eligible
Institutional Shareholder’s Entitlement will not be
accepted. Entitlements are not rounded up to a
minimum holding.
The number of New Shares to which an Eligible
Institutional Shareholder is entitled under an
Entitlement will, in the case of fractions of New
Shares, be rounded down to the nearest whole
number.
The Institutional Bookbuild
New Shares that are attributable to Entitlements
that are not taken up by Eligible Institutional
Shareholders under the Institutional Entitlement
Offer (together with those attributable
to Entitlements of Ineligible Institutional
Shareholders) will be offered under the Institutional
Bookbuild to Institutional Investors (which may
include Eligible Institutional Shareholders whether
or not they took up their full Entitlement under the
Offer). The Institutional Bookbuild is expected to
take place between 20 and 21 May 2019.
The Clearing Price under the Institutional
Bookbuild will be equal to or above the
Application Price.
The proceeds from each New Share issued under
the Institutional Bookbuild (if any) will be paid as
follows:
• Infratil will receive the Application Price for
all New Shares issued under the Institutional
Bookbuild; and
• any Institutional Premium will be paid in
proportion to their holdings of Entitlements
that were not taken up to:
a) each Eligible Institutional Shareholder
who did not take up their Entitlement
in full (with respect to the part of the
Entitlement they did not take up only);
and
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b) each Ineligible Institutional Shareholder
(who will be deemed to hold the
number of Entitlements they would have
received if they were Eligible Institutional
Shareholders for the purpose of
calculating the amount of any Institutional
Premium payable to them).
For further details of how the Institutional
Bookbuild will work, see “Bookbuilds” on page 20
below.
Settlement of the Institutional Entitlement
Offer and the Institutional Bookbuild
Settlement of the Institutional Entitlement Offer
and the Institutional Bookbuild will occur on the
Institutional Settlement Date in accordance with
arrangements advised by the Lead Manager. Each
investor remains responsible for ensuring its own
compliance with the Takeovers Code and other
applicable legislation. For the purposes of clause
8B of the Takeovers Code (Class Exemptions)
Notice (No 2) 2001, Infratil confirms that, to the
best of its knowledge, UBS New Zealand Limited,
as the NZX trading and advising firm appointed in
relation to the Offer, is not being prosecuted for
any offence.
THE RETAIL ENTITLEMENT OFFER
Overview of the Retail Entitlement Offer
Infratil is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every
7.46 Existing Shares held as at 7.00pm (NZ time)
or 5.00pm (Sydney time) on the Record Date, at
an Application Price of NZ$4.00 per New Share.
This ratio and the Application Price are the same
as for the Institutional Entitlement Offer. Eligible
Retail Shareholders are sent this Offer Document
together with a personalised Entitlement and
Acceptance Form and may take up all, part or none
of their Entitlements.
The Retail Entitlement Offer opens on Thursday,
23 May 2019 and closes at 7.00pm (NZ time) or
5.00pm (Sydney time) on Tuesday, 11 June 2019
(subject to Infratil’s right to modify these dates).
Entitlements will not be listed and cannot be
traded on the NZX Main Board, the ASX or
privately transferred. However, Ineligible Retail
Shareholders and Eligible Retail Shareholders
who have not taken up their full Entitlement, may
receive some value in respect of those New Shares
not taken up if a Retail Premium is achieved under
the Retail Bookbuild. There is no guarantee that
any premium will be achieved, and any Retail
Premium may be different from any Institutional
Premium.
Eligibility under the Retail Entitlement
Offer
The Retail Entitlement Offer is only open to Eligible
Retail Shareholders.
The Retail Entitlement Offer does not constitute
an offer to any person who is not an Eligible
Retail Shareholder (including any Institutional
Shareholder or an Ineligible Retail Shareholder).
Any person allocated New Shares under the
Institutional Entitlement Offer or Institutional
Bookbuild does not have any entitlement to
participate in the Retail Entitlement Offer in respect
of those New Shares.
If you sell any Shares (and that sale settles) prior
to 7.00pm (NZ time) or 5.00pm (Sydney time) on
the Record Date, then the Entitlements attributable
to those Shares will accrue to the holder of those
Shares as at 7.00pm (NZ time) or 5.00pm (Sydney
time) on the Record Date. If you have acquired
Shares (and that sale settles) after the Record Date,
you will not receive any Entitlements in relation to
those Shares.
Infratil reserves the right to reject any Application
for New Shares under the Retail Entitlement Offer
that it considers comes from a person who is not
an Eligible Retail Shareholder.
Acceptance of Entitlement under the
Retail Entitlement Offer
The Entitlement and Acceptance Form distributed
to Eligible Retail Shareholders with this Offer
Document sets out an Eligible Retail Shareholder’s
Entitlement to participate in the Retail Entitlement
Offer. Applications for New Shares by Eligible
Retail Shareholders can only be made on an
original Entitlement and Acceptance Form
sent with this Offer Document or via an online
Application at www.infratilshareoffer.com.
Entitlements are not rounded up to a minimum
holding. The number of New Shares to which an
Eligible Retail Shareholder is entitled under an
Entitlement will, in the case of fractions of New
Shares, be rounded down to the nearest whole
number.
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Eligible Retail Shareholders are not obliged to
subscribe for any or all of the New Shares to which
they are entitled under the Offer. They may take
up some or all of their Entitlement or allow some or
all of their Entitlement to lapse.
Any person outside New Zealand or Australia who
takes up an Entitlement in the Retail Entitlement
Offer (and therefore applies for New Shares)
through a New Zealand or Australian resident
nominee, and their nominee, will be deemed to
have represented and warranted to Infratil that
the Offer can be lawfully made to their nominee
pursuant to this Offer Document. Notwithstanding
the foregoing, no person in the United States or
that is acting for the account or benefit of a person
in the United States (to the extent such person is
acting for the account or benefit of a person in
the United States) is permitted to participate in
the Retail Entitlement Offer. None of Infratil, the
Lead Manager, the Underwriters, the Registrar
or any of their respective directors, officers,
employees, agents, or advisers accept any liability
or responsibility to determine whether a person is
eligible to participate in this Offer.
The Retail Bookbuild
New Shares that are attributable to Entitlements
that are not taken up by Eligible Retail
Shareholders under the Retail Entitlement Offer
(together with those attributable to Entitlements of
Ineligible Retail Shareholders) will be offered under
the Retail Bookbuild to Institutional Investors.
The Retail Bookbuild is expected to take place on
13 June 2019.
The Clearing Price under the Retail Bookbuild will
be equal to or above the Application Price.
The proceeds from each New Share issued under
the Retail Bookbuild (if any) will be paid as follows:
• Infratil will receive the Application Price for all
New Shares issued under the Retail Bookbuild;
and
• any Retail Premium will be paid in proportion
to their holdings of Entitlements that were not
taken up to:
a) each Eligible Retail Shareholder who did
not take up their Entitlement in full (with
respect to the part of the Entitlement they
did not take up only); and
b) each Ineligible Retail Shareholder (who
will be deemed to hold the number of
Entitlements they would have received if
they were Eligible Retail Shareholders for
the purpose of calculating the amount of
any Retail Premium payable to them).
For further details of how the Retail Bookbuild will
work, see “Bookbuilds” below.
BOOKBUILDS
Each Bookbuild will be conducted by the Lead
Manager.
Any Premium realised for the Entitlements sold
in the relevant Bookbuild will be paid by the
Lead Manager to the Registrar who will remit that
amount pro rata net of any amounts required
to be withheld to the relevant Shareholders in
either Australian dollars or New Zealand dollars
based on the Shareholders’ nominated bank
account. Amounts paid in Australian dollars to
such Shareholders will be converted from New
Zealand dollars by the Registrar at the prevailing
exchange rate for buying Australian dollars using
New Zealand dollars at the time of payment. That
exchange rate may be different from the exchange
rate used to set the A$ Price. Such Shareholders
will be paid by direct credit to the nominated
bank account as noted on Infratil’s share register
or, if there is no nominated bank account, by New
Zealand dollar cheque to the registered address
on Infratil’s share register.
For the avoidance of doubt, the Premium does not
include the Application Price payable to Infratil by
Institutional Investors who acquire Entitlements
under the Bookbuilds.
No fees or costs will be payable by any
Shareholder, and no interest will be collected or
paid to any Shareholder on any Premium. There is
no guarantee that any value will be received from
either of the Bookbuilds by Eligible Shareholders
who do not take up their full Entitlements or by
Ineligible Shareholders. The Premium may be
zero, in which case no payment will be made
to the holders of the Entitlements sold in the
relevant Bookbuild. Any Premium realised for the
Entitlements sold in the Retail Bookbuild may be
different from the Premium realised for the sale
of Entitlements in the Institutional Bookbuild.
The outcome of the Institutional Bookbuild is not
an indication as to whether there will be a Retail
Premium or what any Retail Premium may be.
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The ability to sell Entitlements in a Bookbuild
and the ability to obtain any Premium will be
dependent upon various factors, including market
conditions. Further, the Premium (if any) may not
be the highest bid for the Entitlements, but will
be determined having regard to a number of
factors, including having binding and bona fide
offers which, in the reasonable opinion of the
Lead Manager, will, if accepted, result in otherwise
acceptable allocations to clear the entire book.
To the maximum extent permitted by law, Infratil,
the Lead Manager, Morrison & Co Infrastructure
Management Limited and each of their respective
related bodies corporate and affiliates, and each
of their respective directors, officers, partners,
employees, representatives and agents, disclaim
all liability, including for negligence, for any failure
to realise a Premium in the Bookbuilds, for any
difference between the Retail Premium and the
Institutional Premium and for any failure to obtain
any particular exchange rate, or any movements
in exchange rates, if exchanging the Premium into
Australian dollar funds. The Lead Manager and
Infratil reserve the right to allocate Entitlements
under the Bookbuilds at their discretion.
If all or part of your Entitlement is sold into a
Bookbuild, then you will forgo any exposure to
increases or decreases in the value of New Shares
relating to those Entitlements and your percentage
shareholding in Infratil will be diluted by your non-
participation in the Offer.
Any Premium realised under the Bookbuilds will be
announced by Infratil on NZX and ASX following
the close of the relevant Bookbuild.
NOMINEES
If you hold Existing Shares as nominee or
custodian for more than one person, then you
may (depending on the nature of each such
person) be an Eligible Institutional Shareholder,
Ineligible Institutional Shareholder, Eligible Retail
Shareholder or Ineligible Retail Shareholder
with regard to the Entitlement of each such
person. Nominees and custodians should note
that the Retail Entitlement Offer is not available
to Institutional Shareholders and is not being
extended to Retail Shareholders outside of New
Zealand and Australia.
Nominees and custodians may not distribute any
part of this Offer Document to any person in the
United States, and may not permit any beneficial
shareholder who is located in the United States to
participate in the Offer.
In particular, persons acting as nominees or
custodians for other persons may not take up
New Shares on behalf of, or send any documents
relating to the Offer to, any person in the United
States. If a nominee or custodian takes up
Entitlements for the account or benefit of a person
in the United States, the nominee or custodian
will not receive any New Shares in connection
therewith and such person in the United States will
receive no value for any such Entitlements.
Nominees and custodians may not distribute
this Offer Document to any person outside New
Zealand or Australia, except, in connection with
the Institutional Entitlement Offer, nominees and
custodians may distribute this Offer Document
to Eligible Institutional Investors in certain
jurisdictions (other than the United States) listed
in, and to the extent permitted under, the section
captioned “International Offer Restrictions” below
or elsewhere as Infratil may determine is lawful and
practical to make the Offer, and may participate
on behalf of such Eligible Institutional Investors
(other than any investors in the United States) in
the Institutional Entitlement Offer, Institutional
Bookbuild or Retail Bookbuild.
Infratil is not required to determine whether or
not any registered holder is acting as a nominee
or custodian, or the identity or residence of any
beneficial owners of Shares. Where any holder is
acting as a nominee for a foreign person who is a
Retail Shareholder, that holder, in dealing with its
beneficiary, will need to assess whether indirect
participation by the beneficiary in the Retail
Entitlement Offer is compatible with applicable
foreign laws. Eligible Retail Shareholders who are
nominees, trustees or custodians are therefore
advised to seek independent advice as to how to
proceed.
OVERSEAS SHAREHOLDERS
The Retail Entitlement Offer is open only to Eligible
Retail Shareholders with a registered address in
New Zealand or Australia at 7.00pm (NZ time) /
5.00pm (Sydney time) on the Record Date, who are
not in the United States or acting for the account or
benefit of a person in the United States, and who
are not Institutional Shareholders.
The Institutional Entitlement Offer is open only to
Eligible Institutional Shareholders as at 7.00pm
(NZ time) / 5.00pm (Sydney time) on the Record
Date with an address New Zealand, Australia,
Hong Kong, Singapore, United Kingdom, Canada,
Switzerland, United Arab Emirates, or Norway
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and, in each case, who are Institutional Investors
(or nominees of an Institutional Investor). Eligible
Institutional Shareholders that are in the United
States and that are approved U.S. shareholders
will be entitled to participate in the Institutional
Entitlement Offer solely by way of a U.S. private
placement to be conducted concurrently by the
Company.
The Offer is not open to Shareholders in
other jurisdictions as Infratil considers that it is
unreasonable for Infratil to make the Offer into
those jurisdictions having regard to the number
of securities held by Ineligible Retail Shareholders
and Ineligible Institutional Shareholders, the
number and value of New Shares that they
would be offered and the costs of complying
with the legal and regulatory requirements which
would apply to an offer of securities to Ineligible
Retail Shareholders and Ineligible Institutional
Shareholders in those places.
Shareholders with an address in those jurisdictions
will not be issued Entitlements.
This Offer Document is not to be sent or given to
any person outside New Zealand or Australia in
circumstances in which the Offer or distribution
of this Offer Document would be unlawful. The
distribution of this Offer Document (including an
electronic copy) outside New Zealand or Australia
may be restricted by law. In particular, neither
this Offer Document, any accompanying NZX or
ASX announcements, nor the Entitlement and
Acceptance Form may be released or distributed
in the United States. If you come into possession
of this Offer Document, you should observe any
such restrictions and seek your own advice on
such restrictions. Any failure to comply with such
restrictions may contravene applicable securities
law. Infratil disclaims all liability to such persons.
No person may purchase, offer, sell, distribute
or deliver New Shares, or be in possession of,
or distribute to any other person, any offering
material or any documents in connection with
the New Shares, in any jurisdiction other than
in compliance with all applicable laws and
regulations.
INTERNATIONAL OFFER RESTRICTIONS
This Offer Document does not constitute an
offer of Entitlements or New Shares of Infratil in
any jurisdiction in which it would be unlawful.
In particular, this Offer Document may not be
distributed to any person, and the Entitlements
and New Shares may not be offered or sold, in any
country outside New Zealand and Australia except
to institutional and professional investors listed in,
and to the extend permitted under, this section.
Hong Kong
WARNING: This Offer Document 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 Offer Document or to permit the distribution
of this Offer Document or any documents issued in
connection with it. Accordingly, the Entitlements
and the New Shares 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 Entitlements and the New Shares 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 Entitlements
and the New Shares that are or are intended to be
disposed of only to persons outside Hong Kong or
only to professional investors.
No person allotted Entitlements or New Shares
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.
The contents of this Offer Document 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 Offer Document, you should obtain
independent professional advice.
Singapore
This Offer Document and any other materials
relating to the Entitlements and the New Shares
have not been, and will not be, lodged or
registered as a prospectus in Singapore with the
Monetary Authority of Singapore. Accordingly,
this Offer Document and any other document
or materials in connection with the offer or sale,
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or invitation for subscription or purchase, of
Entitlements and New Shares, may not be issued,
circulated or distributed, nor may the Entitlements
or New Shares be offered or sold, or be made
the subject of an invitation for subscription or
purchase, whether and 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 “SFA”), or as otherwise pursuant
to, and in accordance with the conditions of any
other applicable provisions of the SFA.
This Offer Document has been given to you on the
basis that you are (i) an existing holder of Infratil’s
shares, (ii) an “institutional investor” (as defined in
the SFA), or (iii) 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 Offer Document immediately.
You may not forward or circulate this Offer
Document to any other person in Singapore.
Any offer is not made to you with a view to
the Entitlements or the New Shares being
subsequently offered for sale to any other party.
There are on-sale restrictions in Singapore that
may be applicable to investors who acquire
Entitlements or New Shares. As such, investors
are advised to acquaint themselves with the
SFA provisions relating to resale restrictions in
Singapore and comply accordingly.
United Kingdom
Neither this Offer Document 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 Entitlements or the New Shares.
This Offer Document may not be issued to any
person, other than on a confidential basis to
“qualified investors” (within the meaning of section
86(7) of the FSMA) in the United Kingdom, and
these securities may not be offered or sold in the
United Kingdom by means of this Offer Document,
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 Offer Document 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 Entitlements or the New Shares
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 Infratil.
In the United Kingdom, this Offer Document
is being distributed only to, and is directed at,
persons (a) 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”), (b) 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 (c) to whom it may otherwise be lawfully
communicated (together, “relevant persons”). The
investments to which this Offer Document 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 Offer Document or
any of its contents.
Canada
This Offer Document constitutes an offering
of Entitlements and New Shares only in the
Provinces of British Columbia, Ontario and
Quebec (the “Provinces”) and to those persons
to whom they may be lawfully distributed in the
Provinces, and only by persons permitted to sell
such securities. This Offer Document is not, and
under no circumstances is to be construed as, an
advertisement or a public offering of securities in
the Provinces. This Offer Document may only be
distributed in the Provinces to persons that are
“accredited investors” within the meaning of NI
45-106 – Prospectus Exemptions, of the Canadian
Securities Administrators.
No securities commission or similar authority in the
Provinces has reviewed or in any way passed upon
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this Offer Document, the merits of the Entitlements
or the New Shares or the offering of such securities
and any representation to the contrary is an
offence.
No prospectus has been, or will be, filed in
the Provinces with respect to the offering of
Entitlements or New Shares or the resale of
such securities. Any person in the Provinces
lawfully participating in the Offer will not receive
the information, legal rights or protections that
would be afforded had a prospectus been filed
and receipted by the securities regulator in the
applicable Province. Furthermore, any resale of the
Entitlements or the New Shares in the Provinces
must be made in accordance with applicable
Canadian securities laws which may require resales
to be made in accordance with exemptions from
dealer registration and prospectus requirements.
Infratil as well as its directors and officers may be
located outside Canada and, as a result, it may
not be possible for purchasers to effect service of
process within Canada upon Infratil or its directors
or officers. All or a substantial portion of the assets
of Infratil and such persons may be located outside
Canada and, as a result, it may not be possible to
satisfy a judgment against Infratil or such persons
in Canada or to enforce a judgment obtained in
Canadian courts against Infratil or such persons
outside Canada.
Any financial information contained in this Offer
Document has been prepared in accordance
with New Zealand Equivalents to International
Financial Reporting Standards and also comply
with International Financial Reporting Standards
and interpretations issued by the International
Accounting Standards Board.
Unless stated otherwise, all dollar amounts
contained in this Offer Document are in New
Zealand dollars.
Statutory rights of action for damages and
rescission
Securities legislation in certain of the Provinces
may provide purchasers with, in addition to
any other rights they may have at law, rights of
rescission or to damages, or both, when an offering
memorandum that is delivered to purchasers
contains a misrepresentation. These rights and
remedies must be exercised within prescribed time
limits and are subject to the defences contained in
applicable securities legislation.
Prospective purchasers should refer to the
applicable provisions of the securities legislation of
their respective Province for the particulars of these
rights or consult with a legal adviser.
The following is a summary of the statutory rights
of rescission or to damages, or both, available to
purchasers in Ontario. In Ontario, every purchaser
of the Entitlements or the New Shares purchased
pursuant to this Offer Document (other than:
a) a “Canadian financial institution” or a “Schedule
III bank” (each as defined in NI 45-106);
b) the Business Development Bank of Canada; or
c) a subsidiary of any person referred to in (a) or
(b) above,
if the person owns all the voting securities of the
subsidiary, except the voting securities required by
law to be owned by the directors of that subsidiary)
shall have a statutory right of action for damages
and/or rescission against Infratil if this Offer
Document or any amendment thereto contains a
misrepresentation.
If a purchaser elects to exercise the right of action
for rescission, the purchaser will have no right of
action for damages against Infratil. This right of
action for rescission or damages is in addition
to and without derogation from any other right
the purchaser may have at law. In particular,
Section 130.1 of the Securities Act (Ontario)
provides that, if this Offer Document contains a
misrepresentation, a purchaser who purchases the
Entitlements and the New Shares during the period
of distribution shall be deemed to have relied on
the misrepresentation if it was a misrepresentation
at the time of purchase and has a right of action for
damages or, alternatively, may elect to exercise a
right of rescission against Infratil, provided that:
a) Infratil will not be liable if it proves that the
purchaser purchased such securities with
knowledge of the misrepresentation;
b) in an action for damages, Infratil is not liable for
all or any portion of the damages that Infratil
proves does not represent the depreciation
in value of such securities as a result of the
misrepresentation relied upon; and
c) in no case shall the amount recoverable
exceed the price at which such securities were
offered.
Section 138 of the Securities Act (Ontario) provides
that no action shall be commenced to enforce
these rights more than:
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(a) in the case of any action for rescission, 180
days after the date of the transaction that gave
rise to the cause of action; or
(b) in the case of any action, other than an action
for rescission, the earlier of (i) 180 days after
the purchaser first had knowledge of the fact
giving rise to the cause of action or (ii) three
years after the date of the transaction that gave
rise to the cause of action.
These rights are in addition to and not in
derogation from any other right the purchaser may
have.
Certain Canadian income tax considerations.
Prospective purchasers of the Entitlements and the
New Shares should consult their own tax adviser
with respect to any taxes payable in connection
with the acquisition, holding or disposition of
such securities as any discussion of taxation
related matters in this Offer Document is not
a comprehensive description and there are a
number of substantive Canadian tax compliance
requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt
of this Offer Document, each investor in Canada
hereby confirms that it has expressly requested
that all documents evidencing or relating in any
way to the sale of the New Shares (including for
greater certainty any purchase confirmation or
any notice) be drawn up in the English language
only. Par la réception de ce document, chaque
investisseur canadien confirme par les présentes
qu’il a expressément exigé que tous les documents
faisant foi ou se rapportant de quelque manière
que ce soit à la vente des valeurs mobilières
décrites aux présentes (incluant, pour plus de
certitude, toute confirmation d’achat ou tout avis)
soient rédigés en anglais seulement.
Norway
This Offer Document has not been approved by, or
registered with, any Norwegian securities regulator
under the Norwegian Securities Trading Act of 29
June 2007. Accordingly, this Offer Document shall
not be deemed to constitute an offer to the public
in Norway within the meaning of the Norwegian
Securities Trading Act of 2007.
The Entitlements and the New Shares may not be
offered or sold, directly or indirectly, in Norway
except to “professional clients” (as defined in
Norwegian Securities Regulation of 29 June 2007
no. 876 and including non-professional clients
having met the criteria for being deemed to be
professional and for which an investment firm
has waived the protection as non-professional in
accordance with the procedures in this regulation).
Switzerland
The Entitlements and the New Shares 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 Offer Document nor any
other offering material relating to the New Shares
(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 Offer Document will not
be filed with, and the offer of the Entitlements and
the New Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority (FINMA).
Neither this Offer Document nor any other
offering material relating to the New Shares
may be publicly distributed or otherwise made
publicly available in Switzerland. The Entitlements
and the New Shares 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 Offer Document is personal to the recipient
and not for general circulation in Switzerland.
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United Arab Emirates
Neither this Offer Document nor the New Shares
have been approved, disapproved or passed
on in any way by the Central Bank of the United
Arab Emirates, the Emirates Securities and
Commodities Authority or any other governmental
authority in the United Arab Emirates, nor has
Infratil received authorisation or licensing from
the Central Bank of the United Arab Emirates, the
Emirates Securities and Commodities Authority
or any other governmental authority in the United
Arab Emirates to market or sell the New Shares
within the United Arab Emirates. No marketing of
any financial products or services may be made
from within the United Arab Emirates and no
subscription to any financial products or services
may be consummated within the United Arab
Emirates. This document does not constitute and
may not be used for the purpose of an offer or
invitation. No services relating to the New Shares,
including the receipt of applications and/or the
allotment or redemption of New Shares, may
be rendered within the United Arab Emirates by
Infratil. No offer or invitation to subscribe for New
Shares is valid in, or permitted from any person in,
the Dubai International Financial Centre.
United States
This Offer Document does not constitute an offer
to sell, or a solicitation of an offer to buy, securities
in the United States, and may not be distributed to
any person in the United States. The Entitlements
and the New Shares have not been, and will not
be, registered under the US Securities Act of 1933
and may not be offered or sold in the United
States except in transactions exempt from, or not
subject to, the registration requirements of the US
Securities Act and applicable US state securities
laws.
UNDERWRITING AGREEMENT
Infratil has requested the Underwriter to
underwrite the Offer and the Underwriter has
agreed to do so. This means that the Underwriter
will subscribe at the Application Price for any New
Shares that are not subscribed for by Eligible
Shareholders or Institutional Investors under
the Offer in accordance with the terms of the
Underwriting Agreement. A summary of the
principal terms of the Underwriting Agreement are
set out immediately below:
• The Underwriter has the power to appoint
sub-underwriters (following consultation with
Infratil).
• The Underwriter will be paid an agreed fee for
their services in connection with the Offer.
• The Underwriting Agreement contains
termination events, representations, warranties
and indemnities that are customary for an offer
of this nature.
• The Underwriter may terminate its obligations
under the Underwriting Agreement if any one
or more termination events occur. Termination
events may occur as a result of certain
actions or omissions by Infratil (and in some
circumstances, its subsidiaries), or as a result of
external events, such as fundamental changes
in financial, economic and political conditions
in certain countries or financial markets.
• If the Underwriting Agreement is terminated,
the Underwriter is only entitled to payment
for any fees accrued prior to termination (plus
costs and expenses).
• Infratil has indemnified the Underwriter, its
affiliates and related companies, and their
respective directors, officers, employees,
agents and advisors, against certain losses
sustained, suffered or incurred, arising out
of or in connection with the Offer or the
Underwriting Agreement.
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• For a period commencing on the date of the
Underwriting Agreement and ending 120 days
after the Retail Settlement Date, Infratil will
not, without the prior written consent of the
Underwriter:
o offer for subscription;
o allot or issue;
o agree to allot or issue;
o indicate in any way that it may or
will issue, agree to issue or offer for
subscription;
any equity securities or subordinated debt
securities or other securities (including hybrid,
convertible or equity-linked securities) other than
pursuant to the Offer, the Underwriting Agreement,
a bond issue in reliance on the quoted financial
products exclusion under clause 19 of Schedule 1
to the FMCA, or any existing employee scheme; or
o dispose of or charge, or agree to
dispose of or charge, the whole or any
material part of its business; or
o enter into any material acquisition or
material agreement in relation to a
new business,
other than as announced to NZX prior to the date
of the Underwriting Agreement or in the Investor
Presentation.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the
same voting rights, dividend rights and other
entitlements as, Existing Shares in Infratil quoted
on the NZX Main Board and ASX. Entitlements
will not be listed and cannot be traded on the
NZX Main Board, ASX or privately transferred. It
is a term of the Offer that Infratil will take any
necessary steps to ensure that the New Shares are,
immediately after issue, quoted on the NZX Main
Board and ASX.
NZX
The New Shares have been accepted for quotation
by NZX and will be quoted on the NZX Main Board
upon completion of allotment procedures. The
NZX Main Board is a licensed market under the
FMCA. However, NZX accepts no responsibility
for any statement in this Offer Document. It is
expected that trading on the NZX Main Board of
the New Shares issued under:
• the Institutional Entitlement Offer and
Institutional Bookbuild will commence on 28
May 2019; and
• the Retail Entitlement Offer and Retail
Bookbuild will commence on 18 June 2019.
ASX
An application has or will be made to ASX for
quotation of the New Shares issued under the
Offer and Infratil expects that the New Shares
will be quoted upon completion of allotment
procedures. It is expected that trading on ASX of
the New Shares issued under:
• the Institutional Entitlement Offer and
Institutional Bookbuild will commence on
28 May 2019; and
• the Retail Entitlement Offer and Retail
Bookbuild will commence on 19 June 2019.
ASX accepts no responsibility for any statement
in this Offer Document. The fact that ASX may
approve the New Shares for quotation is not to
be taken in any way as an indication of the merits
of Infratil. Holding statements for New Shares
allotted under the Offer will be issued and mailed
as soon as practicable after allotment. Applicants
under the Offer should ascertain their allocation
before trading in the New Shares. Applicants can
do so by contacting the Registrar, whose contact
details are set out in the Directory.
Applicants selling New Shares prior to receiving
a holding statement do so at their own risk.
None of Infratil, the Lead Manager, the Registrar
nor any of their respective directors, officers,
employees, agents or advisers accepts any liability
or responsibility should any person attempt to
sell or otherwise deal with New Shares before the
holding statement showing the number of New
Shares allotted to the Applicant is received by the
Applicant for those New Shares.
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BROKER STAMPING FEES
No investor will pay brokerage on taking up their
Entitlement or as a subscriber for New Shares
under the Offer.
A stamping fee of 0.5% of Application Monies
on New Shares allotted will be paid to NZX Firms
who submit a valid claim for a broker stamping
fee on successful applications, subject to a fee
limit of NZ$300 per Shareholder. The aggregate
fee payable on all successful Applications will
be limited to NZ$50,000. In the event that total
stamping fees payable exceeds NZ$50,000, the
stamping fee payable per successful application
will be scaled back on a pro rata basis. This fee
will be met by the Underwriter at the Underwriter’s
absolute discretion. Details of the claims process
are to be separately communicated to NZX Firms
by the Underwriter. No stamping fees will be paid
on any Retail Premium or Institutional Premium
achieved.
Following allotment, the sale of the New Shares
may be subject to normal brokerage fees.
NZX WAIVERS
NZX has granted Infratil a waiver from NZX Listing
Rule 7.11.1 in respect of the Offer, subject to
certain terms and conditions, to enable Infratil
to allot the New Shares under the Institutional
Entitlement Offer and Institutional Placement seven
Business Days after the close of the Institutional
Entitlement Offer. The waiver was granted on the
condition that the Institutional Entitlement Offer
and Institutional Placement both close on the same
date and that the allotment of the New Shares to
be issued under the Institutional Entitlement Offer
and Institutional Placement occurs seven Business
Days after the closing date of the Institutional
Entitlement Offer and Institutional Placement.
Infratil will also rely on the NZX class waiver for
accelerated entitlement offers, dated 13 June
2017, in respect of the Offer. The following is a
summary of each aspect of the class waiver relied
on, and its corresponding conditions and effect:
• Waiver from NZX Listing Rule 7.3.1(a),
permitting Infratil to not obtain Shareholder
approval for the issue of New Shares in
connection with the Offer. This waiver is
subject to the condition that the issue be
conducted in accordance with NZX Listing
Rule 7.3.4(a) (read in conjunction with NZX
Listing Rules 7.3.4(d) to 7.3.4(h)), except for the
requirement in NZX Listing Rule 7.4.3(a) that
the Offer is renounceable (provided that New
Shares not taken up by Eligible Shareholders
are offered under the Bookbuilds and that such
Bookbuilds are undertaken in accordance with
the Offer Document).
• Waiver from NZX Listing Rule 7.10.1,
enabling Eligible Institutional Shareholders
to be notified of their Entitlement prior to
the Record Date and enabling notification to
occur by means other than physical letters of
entitlement.
• Waiver from NZX Listing Rule 7.10.2, to
the extent it would otherwise require the
Institutional Entitlement Offer to remain open
for 12 Business Days, subject to the condition
that Infratil’s announcement of the Offer, and
this Offer Document, clearly state that a shorter
than usual offer period will be available to
Eligible Institutional Shareholders under the
Institutional Entitlement Offer.
• Waiver from NZX Listing Rule 7.10.8, to the
extent it would otherwise require Infratil to
notify NZX of the Offer five Business Days
prior to the ex-date for the Offer, subject to
the condition that the Offer is notified to NZX
in accordance with NZX Listing Rule 7.10.8 no
later than five Business Days before the ex-date
for the Offer.
• Waiver from NZX Listing Rule 9.2.1, to the
extent it would otherwise require Infratil
to obtain Shareholder approval for the
participation of Related Parties of Infratil in
the Offer. This waiver is conditional upon the
Independent Directors certifying specified
matters in relation to the terms of the Offer and
the entry into and allocation of shares under
the Offer.
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GOVERNING LAW
This Offer Document, the Offer and any contract
resulting from it are governed by the laws of
New Zealand, and each Applicant submits to the
exclusive jurisdiction of the courts of New Zealand.
TIMES, CURRENCY AND LAWS
Unless otherwise stated:
• all references in this Offer Document to times
and dates are to times and dates in New
Zealand;
• all references to currency are to New Zealand
Dollars; and
• all references to applicable statutes and
regulations are references to New Zealand
statutes and regulations.
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GLOSSARY
Term Definition
A$ Price
means the Australian dollar equivalent of the
Application Price (as expressed in New Zealand
Dollars), calculated in accordance with the terms of
this Offer Document.
Applicant means an investor whose application for New
Shares has been received by the Registrar.
Application means an application to subscribe for New Shares
under this Offer Document.
Application Monies Application Monies means monies received from
Applicants in respect of their Applications.
Application Price NZ$4.00 (or the A$ Price) per New Share.
ASIC means the Australian Securities and Investments
Commission.
ASX means ASX Limited or the market it operates (as
the context requires).
ASX Broker means any ASX participating organisation.
ASX Listing Rules means the listing rules of the ASX as they apply to
Infratil, as amended or waived from time to time
and for so long as Infratil is admitted to the official
list of such exchange.
Bookbuilds means the Institutional Bookbuild and the Retail
Bookbuild.
Business Day has the meaning giving to that term in the NZX
Listing Rules.
Clearing Price means the price determined:
(a) in respect of the Institutional Bookbuild,
through the Institutional Bookbuild process;
and
(b) in respect of the Retail Bookbuild, through the
Retail Bookbuild process,
which may be equal to or above the
Application Price.
Corporations Act means the Australian Corporations Act 2001 (Cth).
Eligible Australian Retail Shareholder means an Eligible Retail Shareholder with a
registered address in Australia as at 7.00pm (NZ
time) / 5.00pm (Sydney time) on the Record Date.
Eligible Institutional Shareholder means a Shareholder who, as at 7.00pm (NZ time)
or 5.00pm (Sydney time) on the Record Date:
(a) has a registered address in New Zealand,
Australia, Hong Kong, Singapore, United
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Kingdom, Canada, Switzerland, United Arab
Emirates, or Norway; or
(b) is a person who Infratil and the Lead Manager
is satisfied the Institutional Entitlement
Offer may be made to under all applicable
laws without the need for any registration,
lodgement or other formality (other than
a formality with which Infratil is willing to
comply),
provided that such Shareholder:
(c) is an Institutional Investor (or the nominee of
an Institutional Investor);
(d) is invited to participate in the Institutional
Entitlement Offer; and
(e) is not in the United States and is not acting for
the account of or benefit of a person in the
United States,
but does not include any Shareholder who Infratil
and the Lead Manager agree will be an Ineligible
Institutional Shareholder for the purposes of the
Offer.
Eligible New Zealand Retail Shareholders means an Eligible Retail Shareholder with a
registered address in New Zealand as at 7.00pm
(NZ time) / 5.00pm (Sydney time) on the Record
Date.
Eligible Retail Shareholder means a Shareholder who, as at 7.00pm (NZ time)
or 5.00pm (Sydney time) on the Record Date:
(a) has a registered address in New Zealand or
Australia;
(b) is not in the United States or acting for the
account or benefit of a person in the United
States; and
(c) is not an Institutional Shareholder.
Eligible Shareholder means an Eligible Retail Shareholder or an Eligible
Institutional Shareholder.
Entitlement means the right to subscribe for 1 New Share for
every 7.46 Existing Shares at the Application Price
under the Offer.
Entitlement and Acceptance Form means the personalised entitlement and
acceptance form accompanying this Offer
Document for Eligible Retail Shareholders.
Entitlement Offer means the Institutional Entitlement Offer and the
Retail Entitlement Offer.
Existing Share means a Share on issue on the Record Date.
FMCA means the Financial Markets Conduct Act 2013.
Infratil means Infratil Limited (company number 597366).
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Ineligible Institutional Shareholder means an Institutional Shareholder who is not an
Eligible Institutional Shareholder.
Ineligible Retail Shareholder means a Shareholder who is not an Institutional
Shareholder or an Eligible Retail Shareholder.
Ineligible Shareholder means Shareholders other than Eligible
Shareholders.
Institutional Bookbuild means the bookbuild process conducted by
the Lead Manager under which New Shares
attributable to Entitlements that are not taken up
by Eligible Institutional Shareholders, together
with New Shares attributable to Entitlements of
Ineligible Institutional Shareholders, are offered to
Institutional Investors (which may include Eligible
Institutional Shareholders, whether or not they took
up their full Entitlement under the Offer).
Institutional Entitlement Offer means the offer of New Shares to Eligible
Institutional Shareholders.
Institutional Investor means a person means a person who Infratil and
the Lead Manager reasonably believe is a person:
(a) in New Zealand, who is an institutional,
habitual, or sophisticated investor (including a
wholesale investor as defined in the FMCA);
(b) in Australia, who is a person to whom an offer
of shares for issue may lawfully be made
without a formal disclosure document under
Part 6D.2 of the Corporations Act (as modified
by any applicable regulatory instrument),
including in accordance with applicable
exemptions in sections 708(8) (sophisticated
investors) or 708(11) (professional investors)
of the Corporations Act;
(c) in Hong Kong, who is a “professional investor”,
as defined under the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the
laws of Hong Kong;
(d) in Singapore, who is an “institutional investor”
or an “accredited investor”, as such terms are
defined in the Securities and Futures Act of
Singapore;
(e) in the United Kingdom, who is a “qualified
investor”, as defined in section 86(7) of the
Financial Services and Markets Act 2000; and
within the categories of persons referred to
in Article 19(5) (investment professionals)
or Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.)
of the United Kingdom Financial Services and
Markets Act 2000 (Financial Promotion) Order
2005, as amended;
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(f) in Canada, who is an “accredited investor”, as
defined in Section 1.1 of National Instrument
45-106- Prospectus and Registration
Exemptions of the Canadian Securities
Administrators;
(g) in the United Arab Emirates (excluding the
Dubai International Financial Centre), who
acknowledges that any communications
received in relation to the Offer occurred from
outside the United Arab Emirates;
(h) in Switzerland, who is an “institutional
investor”:
(i) subject to Swiss or foreign prudential
supervision such as a bank, securities
dealer, insurance institution or fund
management company; or
(ii) with professional treasury operations
(i) in Norway, who is a “professional client”, as
that term is defined in Norwegian Securities
Regulation of 29 June 2007 no. 876; or
(j) who Infratil and the Lead Manager is satisfied
the Institutional Entitlement Offer may be
made to under all applicable laws without the
need for any registration, lodgement or other
formality (other than a formality with which
Infratil is willing to comply),
in each case who is not acting for the account or
benefit of a person in the United States.
Institutional Placement means the offer of 25,029,736 New Shares
(subject to rounding) to eligible Institutional
Investors (which may include Eligible Institutional
Shareholders) at an issue price equal to the
Application Price to raise a total of approximately
NZ$100 million.
Institutional Premium means the cash excess (if any) of the Clearing Price
in the Institutional Bookbuild over the Application
Price.
Institutional Settlement Date means the date of settlement of New Shares under
the Institutional Entitlement Offer and Institutional
Bookbuild, expected to be Monday, 27 May 2019
on ASX and Tuesday, 28 May 2019 on NZX.
Institutional Shareholder means Eligible Institutional Shareholders and
Ineligible Institutional Shareholders.
Investor Presentation means the investor presentation released to
NZX and ASX on 17 May 2019 together with the
announcement of the Offer.
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Lead Manager means UBS New Zealand Limited.
New Share means, as applicable, a Share in Infratil:
(a) offered to Eligible Shareholders under the
Offer; or
(b) offered to eligible Institutional Investors
(which may include Eligible Institutional
Shareholders) under the Institutional
Placement,
of the same class as, and ranking equally in all
respects with, Infratil’s quoted Shares at the time of
allotment of the relevant New Shares.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under
the Participant Rules of NZX.
NZX Main Board means the main board equity security market
operated by NZX.
NZX Listing Rules means the listing rules of the NZX Main Board, as
amended or waived from time to time and for so
long as Infratil is admitted to the official list of such
exchange.
Offer means the Institutional Entitlement Offer, the
Institutional Bookbuild, the Retail Entitlement Offer,
and the Retail Bookbuild.
Offer Document means this document.
Premium means the amount per New Share, if any, by which
the Clearing Price exceeds the Application Price.
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Record Date means 7.00pm (NZ time) or 5.00pm (Sydney time)
on 21 May 2019.
Retail Bookbuild means the bookbuild process conducted by
the Lead Manager under which New Shares
attributable to Entitlements that are not taken up
by Eligible Retail Shareholders, together with New
Shares attributable to Entitlements of Ineligible
Retail Shareholders, are offered to Institutional
Investors (which may include Eligible Institutional
Shareholders whether or not they took up their full
Entitlement under the Offer).
Retail Entitlement Offer means the offer of New Shares to Eligible Retail
Shareholders.
Retail Settlement Date means the date of settlement of New Shares under
the Retail Entitlement Offer and Retail Bookbuild,
expected to be Tuesday, 18 June 2019 on NZX and
Wednesday, 17 June 2019 on ASX.
Retail Premium means the cash excess (if any) of the Clearing Price
in the Retail Bookbuild over the Application Price.
Retail Shareholders means Eligible Retail Shareholders and Ineligible
Retail Shareholders.
Share means a fully paid ordinary share in Infratil.
Shareholder means a registered holder of Shares.
Takeovers Code means the Takeovers Regulations 2000 (SR
2000/210) of New Zealand.
Underwriter means UBS New Zealand Limited.
United States or US means the United States of America.
US Securities Act means the U.S. Securities Act of 1933.
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DIRECTORY
ISSUER
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone: +64 4 473 3663
Email: info@infratil.com
ORGANISING PARTICIPANT, LEAD
MANAGER AND UNDERWRITER
UBS New Zealand Limited
Level 17 Pwc Tower
188 Quay Street
Auckland 1010
New Zealand
DIRECTORS OF INFRATIL LIMITED
Mark Tume, Chair
Marko Bogoievski, Director
Alison Gerry, Director
Paul Gough, Director
Kirsty Mactaggart, Director
Humphry Rolleston, Director
Peter Springford, Director
LEGAL ADVISORS
Chapman Tripp
Level 17, 10 Customhouse Quay
Wellington 6011
New Zealand
Telephone: +64 499 5999
If you have any queries about the Entitlements
shown on the Entitlement and Acceptance Form
which accompanies this Offer Document, or how
to apply online or complete the Entitlement and
Acceptance Form, please contact the Registrar at:
SHARE REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Or
PO Box 91976
Auckland 1142
New Zealand
Email: enquiries@linkmarketservices.co.nz
Phone: +64 9 375 5998
+611300 554 474 (Australia)
Website: www.linkmarketservices.com
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---
Entitlement offer and
Institutional placement
Investor Presentation
17 May 2019
Disclaimer
Disclaimer
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading
or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant
that you are entitled to receive the Presentation in accordance with the restrictions set out below and agree to be bound by thelimitations contained
herein.
This Presentation has been prepared by InfratilLimited (NZ company number 597366, NZX:IFT; ASX:IFT) (Infratil) in connection with a capital raising,
comprising (a) a fully underwritten pro-rata accelerated renounceable entitlement offer of up to approximately NZ$300 million worth of new ordinary fully
paid shares in Infratil(New Shares) (Entitlement Offer) to eligible shareholders of Infratil, to be made in accordance with clause 19 of Schedule 1 of the
New Zealand Financial Markets Conduct Act 2013 (FMCA) and pursuant to the provisions of section 708AA of the Australian Corporations Act 2001 (Cth)
(as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 16-0132), and (b) a NZ$100 million
institutional placement to institutional investors in accordance with clause 19 of Schedule 1 of the FMCA (Placement) (the Entitlement Offer, together with
the Placement constitute the Offer).
Information of a general nature
This Presentation contains summary information about Infratiland its activities which is current only as at the date of this Presentation. The information in
this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may
require in evaluating a possible investment in Infratilor that would be required in a product disclosure statement, prospectus, or other disclosure
document for the purposes of the FMCA or the Australian Corporations Act 2001 (Cth). Infratilis subject to a disclosure obligation that requires it to notify
certain material information to NZX Limited (NZX) and ASX Limited (ASX) for the purpose of that information being made availableto participants in the
market and that information can be found by visiting www.nzx.com/companies/IFTand http://www.asx.com.au. This Presentation should be read in
conjunction with Infratil’sother periodic and continuous disclosure announcements released to NZX and ASX.
Not an offer
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian lawor any other law (and
will not be lodged with the New Zealand Companies Office, the Australian Securities and Investments Commission (ASIC) or any other regulator or
exchange). This Presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or Australiamay be restricted by law. If
you come into possession of this Presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any
noncompliance with these restrictions may contravene applicable securities laws.
Not for release or distribution in the United States of America
This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New Shares
have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, neither the entitlements nor the New Shares may be offered or sold, directly or indirectly, in the United
States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities
laws of any state or other jurisdiction of the United States.
InfratilInvestor Presentation –17 May 2019
Disclaimer
Not investment advice
This Presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation by Infratilor its advisers to
acquire entitlements or New Shares, and has been prepared without taking into account the objectives, financial situation or needs of any individual.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regardto their own
investment objectives, financial situation and needs and consult an NZX Firm, ASX Broker, or solicitor, accountant or other professional advisor if
necessary.
Future performance
Certain statements made in this Presentation are ‘forward-looking statements’. These forward-looking statements are not historical facts but rather are
based on Infratil’scurrent expectations, estimates, beliefs, assumptions and projections about Infratil, Vodafone New Zealand Limited (VNZ), the industries
in which they operate, the Acquisition, the outcome and effects of the Offer and use of proceeds. These forward-looking statements include statements
about Infratil’sexpectations about the performance of its businesses, statements about the outcome of the Acquisition, statements about the future
performance of Infratiland VNZ post-acquisition and statements about the use of proceeds from the offer. Forward looking statements can generally be
identified by the use of forward looking words such as “anticipate“, “believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“,
“could“, “may“, “target“, “plan“ and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance
or outlook on future earnings, distributions or financial position or performance are also forward looking statements. These statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of Infratil, its
directors and management, are difficult to predict and may involve significant elements of subjective judgement and assumptions as to future events
which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking statements. Infratilcautions
shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect Infratil’sviews only as of the
date of this release. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the date on which the statements are made. Infratilwill not
undertake any obligation to release publicly any revisions or updates to these forward looking statements to reflect events, circumstances or
unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.
Investment risk
An investment in Infratilshares is subject to known and unknown risks, some of which are beyond the control of Infratil. Infratildoes not guarantee any
particular rate of return or the performance of Infratil.
Financial data
All currency amounts are in New Zealand dollars unless stated otherwise. Infratilhas a 31 March financial year end.
Investors should be aware that this Presentation contains certain financial information and measures that are “non-GAAP financial information” under the
New Zealand Financial Markets Authority Guidance Note on disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory
Guide 230: ‘Disclosing non‐IFRS financial information’ published by ASIC and "non‐GAAP financial measures" within the meaningofRegulation G under
the U.S. Securities Exchange Act of 1934, as amended, and are not recognisedunder New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS), Australian Accounting Standards (AAS) and International Financial Reporting Standards (IFRS). The non-GAAP financial information,
non‐IFRS financial information and non‐GAAP financial measures include “EBIT”, “EBITDA”, “Net Debt”, and “Total Capital”.
InfratilInvestor Presentation –17 May 2019
Disclaimer
The disclosure of such non‐GAAP financial measures in the manner included in this Presentation would not be permissible in a registration statement
under the U.S. Securities Act. The non-GAAP financial information, non‐IFRS financial information and non‐GAAP financial measures do not have
standardisedmeanings prescribed under NZ IFRS, AAS or IFRS and, therefore, such financial information and financial measures may not be comparable
to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in
accordance with the applicable NZ IFRS, AAS or IFRS. Although Infratilbelieves the non-GAAP and non-IFRS financial information and financial measures
provide useful information to users in measuring the financial performance and conditions of Infratil, investors are cautioned not to place undue reliance
on any non-GAAP or non-IFRS financial information or financial measures included in this Presentation.
Investors should note that this Presentation contains certain financial information relating to VNZ, that has been extracted or derived by Infratilfrom
unaudited financial statements of VNZ and other financial information made available to Infratil. Such financial information does not purport to be in
compliance with Rule 3-05 of Regulation S-X under the U.S. Securities Act.
This presentation contains pro forma historical financial information. In particular, a pro forma balance sheet as at 31 March 2019 has been prepared by
Infratilbased on the unaudited VNZ balance sheet as at that date. Infratilhas also prepared a pro forma Net Debt and gearing position of Infratilas 31
March 2019 as if the Acquisition had taken place on that date. The pro forma historical financial information provided in this presentation is for illustrative
purposes only and should not be relied upon as, and is not represented as, being indicative of Infratil’sfuture financial condition. In addition, the pro
forma historical financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and
regulations of the U.S. Securities and Exchange Commission.
Past performance
Investors should note that past performance, including past share price performance of Infratiland pro forma historical information in this Presentation, is
given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Infratilperformance including
future share price performance. The pro forma historical information is not represented as being indicative of Infratil’sviews on its future financial
condition and/or performance.
Disclaimer
The information contained in this Presentation has been prepared in good faith by Infratil. No representation or warranty, expressed or implied, is made as
to the accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this Presentation, any of which may
change without notice. To the maximum extent permitted by law, each of Infratil, H.R.L. Morrison & Co Limited, VNZ, UBS New Zealand Limited, and their
respective subsidiaries, related companies, shareholders, directors, officers, employees, partners, agents and advisers disclaimall liability and responsibility
(including without limitation any liability arising from fault or negligence) for any direct or indirect loss or damage whichmay be suffered by any person
through use of or reliance on anything contained in, or omitted from, this Presentation.
InfratilInvestor Presentation –17 May 2019
Transaction
Summary
Infratiland
Brookfield to
acquire Vodafone
NZ for an
enterprise value of
NZ$3.4 billion
Transaction
summary
•On 14 May 2019, a consortium owned by Infratil and Brookfield announcedit hadexecuted a conditional
agreement to acquire Vodafone NZ from Vodafone Group for an enterprise value of NZ$3.4 billion
•Implied EV/EBITDA multiple of 6.9x–7.4x
1
•Infratil and Brookfield, an experienced global infrastructure investment partner, will each own ~49.9% of the
Company, with the balance reserved for the Vodafone NZ executive team
•The acquisition is strategically and financially compelling for Infratil shareholders:
✓Transformative investment in a high-quality infrastructure asset in the critical data and communications
sector of the New Zealandeconomy
✓Strong, stable NewZealand cash flows to strengthen portfolio and support Infratil dividend profile in
the medium-term
✓Data growth, cost transformation, 5G investment, and potential for future network sharing create
opportunities to generate 'Core+' return profile
✓Infratil is experienced in establishing and supporting a standalone New Zealand entity, formerly held
within a multinational, and creating significant value for Infratil shareholders
Funding
•NZ$3.4 billion purchase price funded via NZ$1,029
2
million consideration from each of Infratil and
Brookfield, with the balance funded from Vodafone NZ level debt and Vodafone NZ executive team equity
•Infratil's consideration will befunded via:
-NZ$100 million fully underwritten Institutional Placement
-NZ$300 million fully underwritten, pro-rata accelerated renounceable entitlementoffer ("Entitlement
Offer")
-balance to be funded through a combination of NZ$400 million of debt from a committed acquisition
debt facility
3
and the use of existing debt facility headroom
•Infratil hasappointed UBS New Zealand Limited as Sole Lead Manager and Underwriter
•The debt and equity components have been sized to ensure Infratil maintains flexibility to support existing
development platforms and future investment opportunities
Timingand
conditions
•Acquisition expected to complete in August 2019 and is subject to New Zealand Overseas Investment Office
regulatory approval and Commerce Commission clearance aswell asother customary conditions
Notes:
1.EV/EBITDA multiple is based on full year 2020 forecast Underlying EBITDA guidance of NZ$460-490 million for Vodafone NZ
2.The purchase price is subject to post completion adjustments for working capital, net debt and capital expenditure as at completion of the acquisition
3.Acquisition debt facilities of up to NZ$800 million available (only NZ$400 million expected to be drawn)
InfratilInvestor Presentation –17 May 2019
Regulatory
Approval
8 month periodto
obtainbut
anticipated to be
obtained by
August, with
completion
expected by
31 August 2019
New Zealand Overseas Investment Office (OIO)
•Brookfield is an "overseas" person as defined in the Overseas Investment Act 2005
•The consortium therefore requires OIO approval to acquire sensitive New Zealand assets
•The OIO application was submitted in March 2019
•The consortium has assessed the likelihood of receiving OIO approval as high. The consortium is confident of
meeting the relevant criteria and notes that Brookfield has previously been granted consent to acquire sensitive
New Zealand assets
•Brookfield's New Zealand investment credentials include Powerco(New Zealand's second largest electricity and gas
distribution company –sold in 2013) and C3 (New Zealand's leading provider of forestry aligned logistics).
Brookfield has entered into a conditional agreement to purchase a ~62% stake in Oaktree Capital Group LLC, which
currently owns MediaWorks
New Zealand Commerce Commission (NZCC)
•Infratil owns 51% of Trustpower. Trustpower has a 5% fixed broadband market share by connection. Vodafone NZ
has a 26% fixed broadband market share by connection. In comparison, Spark is the largest player in the market
with 43%, with Vocus and 2degrees 3rd and 4th with 13% and 5% respectively
•Given the competitive nature of the fixed broadband market, the consortium believes there is a very strong basis
for Commerce Commission clearance to be granted
•Structural separation of the market, open access fixed networks and equivalent wholesale access level the playing
field for smaller players and new entrants
•If Infratil cannot obtain NZCC clearance, the acquisition agreement would require Infratil to divest its interest in the
Vodafone transaction, or failing that divest its stake in Trustpower by the 8 month deadline. The NZCC clearance
condition could also be satisfied if Trustpower had sold its retail business in the required time
•Trustpower will remain free to pursue its successful multi-utility retail strategy
InfratilInvestor Presentation –17 May 2019
Investment
Rationale
The acquisition
is strategically
and financially
compelling for
Infratil
shareholders
InfratilInvestor Presentation –17 May 2019
•Opportunity to grow earnings
through improved utilisation of
current and future networks to
significantly enhance network
capability and future services to
customers
•Cost transformation programme to
generate significant annual cost
savings
•New Zealand is a stable
mobile market with 3
network operators
•Multiproduct offering
reduces churn rates
•Overall market
underpinned by strong
economic fundamentals
•Nationwide wireless and fibre
network:
‒1,575 cell sites
‒>10,000km of fibre optic cable
‒HFC network –120k homes
connected
‒International subsea cables
•Opportunity to improve utilisation
of existing network
•Consortium comprised of two
experienced, operations focussed
shareholders
•Extensive experience in the
New Zealand market and global
telecommunications sectors
•History of successful carve out
transactions including separation,
rebranding and transformation
•Highly credentialed
management team
with strong track
record
•Previously distracted
by Sky Merger and
IPO processes
•Leading mobile operator and 2
nd
largest broadband provider
•Mobile market position supported
by leading infrastructure position
•Fixed broadband market is
relatively commoditised due to
Ultra-Fast Broadband
Sensible
Industry
Structure
Experienced
Management
Team with
Strong Track
Record
Operational
Enhancements
and Cost
Rationalisation
Experienced,
Operations
Focussed
Sponsors
Premier NZ
Mobile
Operator
New Zealand’s
Leading Data
Infrastructure
Network
New Zealand
62%
35%
3%
New ZealandAustraliaUSA
38%
38%
15%
6%
Renewable EnergyData & ConnectivityAirportsRetirementOther
48%
22%
19%
8%
52%
44%
38%
38%
15%
6%
62%
35%
Transformative
Acquisition
Vodafone NZ is a
cornerstone
platform
investment that
strengthens the
cash generative
core while
significantly
increasing the
portfolio
weighting to
connectivity and
long-term data
growth
InfratilInvestor Presentation –17 May 2019
The acquisition continues
Infratil's recent capital
deployment focus on data
and connectivity...
... as well as its New Zealand
exposure
... and strengthens the cash
generative core of the
portfolio...
Pre-acquisition
1
Post-acquisition
1
Notes:
1.Based on internal investment valuations as at 31 March 2019
Funding
Details
Infratil's
consideration of
NZ$1,029 million
will be funded
via a fully
underwritten
equity raising, a
committed
acquisition debt
facility and
existing debt
facilities
Sources($Millions)
Fully underwritten Institutional Placement100
Fully underwritten Entitlement Offer300
Acquisition debt facility
2
400
Use of existing debt facilities (total headroom of
~NZ$175m post acquisition)
3
229
Total Infratil consideration funding1,029
Sources($Millions)
Infratil consideration (~49.9%)1,029
1
Brookfield consideration (~49.9%)1,029
1
Asset level debt and Vodafone NZ executive
equity
1,342
Total sources of funds3,400
Infratil consideration fundingAcquisition funding sources and uses
Uses($Millions)
Vodafone NZ purchase price (incl. transaction
costs)
1
3,400
Total uses of funds3,400
InfratilInvestor Presentation –17 May 2019
Notes:
1.The purchase price is subject to post completion adjustments for working capital, net debt and capital expenditure as at completion of the acquisition
2.Acquisition debt facility of up to NZ$800 million available (only NZ$400 million expected to be drawn)
3.Estimated
Debt Funding
Details
The funding
package will
leave Infratil’s
balance sheet in
a position to
support growth
and future
development
platforms
Total net debt and gearing impact of acquisition
and equity raise
($Millions)
31 March
2019
31 March
2019
1
Net bank debt (cash on hand)44673
Infratil Infrastructure bonds905905
Infratil Perpetualbonds232232
Total net debt
2
1,1811,810
Market value of equity2,3322,732
Totalcapital3,5134,542
Gearing (net debt/total capital)34%40%
Infratil undrawn bank facilities404~175
100% subsidiaries cash55
Funds available459
•Transaction is expected to be credit enhancing
for Infratilin the medium-term:
✓Balance sheet in a position to support
growth and future development
✓Improves Infratil'searnings diversification
and resilience
✓Increases cash flow generation from highly
defensive assets
•Debt funding comprises:
✓Committed acquisition debt facility of
NZ$800 million, of which only
NZ$400 million is expected to be drawn
✓Drawdown of NZ$229 million of existing debt
facilities
•Infratil'scapital position will continue to be
managed through:
✓Debt facility repayments through proceeds
from recently announced asset sales and
ongoing strategic reviews
✓Bank debt refinancing
✓Accessing domestic bond market
InfratilInvestor Presentation –17 May 2019
Notes:
1.Impact of the acquisition on Infratil’s 31 March 2019 balance sheet
2.Prior to the receipt of proceeds from the strategic reviews Infratil currently has underway, and excluding the payment of theInternational Portfolio Incentive fee
Equity
Funding
Details
A significant
proportion of
the equity
raising has been
directed towards
existing
shareholders
Equity raising details
Offer
structureand
size
•Equity raising of NZ$400 million:
-NZ$100 million fully underwritten Institutional Placement
-NZ$300 million fully underwritten, 1 for 7.46 pro-rata accelerated renounceable entitlement
offer ("Entitlement Offer")
•Approximately 100 million new fully paid ordinary shares ("New Shares") (equivalent to
17.9% of current issued capital)
Offer price
•NZ$4.00
1
per new share representing:
-10.1% discount to last close price of NZ$4.45 on Thursday, 16 May 2019
-9.0% discount to TERP of NZ$4.40
2
Director
commitments
•All Infratil Directors intend to take up their full entitlements under the Entitlement Offer
Record date
•Record date is 7.00pm (NZtime) / 5.00pm (Sydney time) on Tuesday,21 May 2019
Ranking of
New Shares
•Each New Share will rank equally with existing shares on issue and are entitled to receive
Infratil'sFY2019 final dividend of 11 cents per share
Underwriting
•The Institutional Placement and Entitlement Offer are both fully underwritten
•UBS New Zealand Limited is acting as Sole Lead Manager and Underwriter
InfratilInvestor Presentation –17 May 2019
Notes:
1.The A$ offer price will be set using the RBNZ AUD/NZD exchange rate as at 3.00pm on Tuesday, 21 May 2019
2.The theoretical ex-rights price ("TERP") is the theoretical price at which Infratilshares should trade at immediately after the ex-date of the Entitlement Offer. The
TERP is a theoretical calculation only and the actual price at which Infratilshares trade immediately after the ex-date for the Entitlement Offer will depend on many
factors and may not equal the TERP. TERP is calculated by reference to Infratil'sclosing price of NZ$4.45 on Thursday, 16 May 2019
Equity Raising
Timetable
InfratilInvestor Presentation –17 May 2019
Key dates
Dates and times are subject to change without noticeDate
Record date –Institutional and Retail Entitlement Offer7.00pm (NZ time). Tuesday, 21 May 2019
Record date -DividendFriday, 21 June 2019
InstitutionalPlacement, Institutional Entitlement Offer and Institutional Bookbuild
Trading halt and announcementFriday, 17 May 2019
Institutional Entitlement Offer opensFriday, 17 May 2019
Institutional Placement Bookbuild commencesFriday, 17 May 2019
Institutional Entitlement Offer closesSaturday, 18 May 2019
Institutional Placement Bookbuild completesSaturday, 18 May 2019
Institutional Shortfall BookbuildMonday, 20 May 2019 –Tuesday, 21 May 2019
Trading halt lifted on NZX / ASX (pre-market open)Wednesday, 22 May 2019
ASX settlementMonday, 27 May 2019
NZX settlementTuesday, 28 May 2019
Allotment and trading of new sharesTuesday, 28 May 2019
Retail Entitlement Offer and Retail Bookbuild
Retail Entitlement Offer opensThursday, 23 May 2019
Retail Entitlement Offer closesTuesday, 11 June 2019
Retail Shortfall BookbuildThursday, 13 June 2019
ASX settlementMonday, 17 June 2019
NZX settlementTuesday, 18 June 2019
Allotment of new sharesTuesday, 18 June 2019
Trading of new shares on the NZXTuesday, 18 June 2019
Trading of new shares on the ASXWednesday, 19 June 2019
Supplementary
Information
Asset Values
The value of
Infratil’s
subsidiaries and
associates is
recorded in Infratil’s
financial statements
in accordance with
NZ IFRS. This slide
presents an
alternative method
for valuing those
assets
•Trustpowerbased on market price as at 16 May 2019
•Vodafone NZ based on NZ$1,029 million acquisition price
•Canberra Data Centres, Tilt Renewablesand Longroad Energy
based on Independent Valuations as at 31 March 2019
•Wellington Airport based on a 16x multiple of forecast FY2020
EBITDA less net debt as at 31 March 2019
•RetireAustraliabased on 1x multiple of net tangible assets as at
31 March 2019
•Proceeds of A$162 million from the sale of ANU PBSA expected on
20 May 2019, A$4.8 million of distributions received since
31 March 2019
•Other includes 31 March 2019book values for Australian Social
Infrastructure Partners, Infratil Infrastructure Property and
ClearvisionVentures
•NZ Bus and Perth Energy based on book values as at
31 March 2019, reflecting that the assets are under strategic review
•Net wholly owned debt includes Infratil’s net bank debt of
NZ$44.3 million, and infrastructure bonds of NZ$1,136.4 million,
both as at 31 March 2019
•International Portfolio incentive feesaccrued as at
31 March 2019
•Corporate costsare calculated as 5 times FY2020 management
fees and corporate costs
InfratilInvestor Presentation –17 May 2019
($Millions)Asset Value
1
Trustpower
1,110
Vodafone NZ
1,029
Canberra Data Centres
841 –942
Wellington Airport
770 –850
Tilt Renewables
650 –785
RetireAustralia
265 –325
Longroad Energy
123
Other
110
ANU Student Accommodation concession
169
2
NZ Bus
167
2
Perth Energy
90
2
Total5,324 –5,700
Net wholly owned debt(1,181)
Vodafone NZ acquisition cost(1,029)
Equity raise400
3
International Portfolio Incentive Fees(103)
Corporate costs(185)
Net Equity Value3,226 –3,602
Notes:
1.The above table shows the impact of the Vodafone NZ acquisition had it occurred on 31 March 2019 with all other balances remaining unchanged. It assumes the
purchase prices is funded through NZ$400 million of new equity, NZ$400 million of drawdowns on the committed acquisition debt facility, and drawdowns of
NZ$229 million on existing debt facility
2.Assets under strategic review
3.Assumes a NZ$400 million equity raise is undertaken
4.EV/EBITDA multiple is based on full year 2020 forecast Underlying EBITDA guidance of NZ$460-490 million for Vodafone NZ. Spark EV/EBITDA calendarisedto
Vodafone NZ financial year and based on the closing share price on 16 May 2019, broker consensus forecasts and net debt as at31December 2018
Vodafone NZ value supported by peer valuations
4
6.9x
7.4x
7.5x
Vodafone NZSpark
Notes:
1.The above table shows the impact of the Vodafone NZ acquisition had it occurred on
31 March 2019 with all other balances remaining unchanged. It assumes the purchase prices is
funded through NZ$400 million of new equity, NZ$400 million of drawdowns on the committed
acquisition debt facility, and drawdowns of NZ$229 million on existing debt facility
Pro-forma
Balance Sheet
Infratilwill equity
account for the
investment in
Vodafone NZ
InfratilInvestor Presentation –17 May 2019
($Millions)
31 March
2019
Vodafone NZ
acquisition
31 March
2019
1
Current assets1,204 -1,204
Investments in associates
857 1,029 1,886
Non-current assets
4,672 -4,672
Total assets6,733 1,029 7,762
Current liabilities
1,045 400 1,445
Non-current liabilities2,942 229 3,171
Total liabilities
3,987 629 4,616
Net assets
2,746 400 3,146
Non-controlling interests1,099 -1,099
Equity
1,647 400 2,047
Total equity2,746 400 3,146
---
100371315/3868040.2
17 May 2019
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
Melbourne VIC 3000
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL
MARKETS CONDUCT REGULATIONS 2014
1 Infratil Limited (NZX: IFT) (ASX: IFT) (Infratil) has announced that it will undertake
a placement of approximately $100 million (Placement) and an accelerated rights
entitlement offer to raise approximately $300 million (Entitlement Offer). The
Entitlement Offer shall consist of:
(a) an institutional entitlement offer;
(b) an institutional bookbuild (for entitlements not taken up by eligible
institutional shareholders, or which would have been issued to ineligible
institutional shareholders had they been entitled to participate);
(c) a retail entitlement offer; and
(d) a retail bookbuild (for entitlements not taken up by eligible retail
shareholders, or which would have been issued to ineligible retail
shareholders had they been entitled to participate).
2 The Placement and the Entitlement Offer (together, the Offer) are offers of new fully
paid ordinary shares of the same class as already quoted on the NZX Main Board of
NZX Limited and the Australian Securities Exchange operated by ASX Limited.
3 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations), the Financial Markets Conduct Act 2013
(FMCA) and the Australian Corporations Act 2001 (Cth) (Corporations Act), Infratil
states that:
3.1 Infratil is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
3.2 Infratil is giving this notice under sections 708A and 708AA of the
Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights
Issues) Instrument 2016/84 and ASIC Instrument 16-0132).
100371315/3868040.2
2
3.3 As at the date of this notice, Infratil is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to
Infratil’s quoted ordinary shares; and
(b) its financial reporting obligations within the meaning set out in clause
20(5) of Schedule 8 of the FMC Regulations.
3.4 As at the date of this notice, there is no information that is "excluded
information" as defined in clause 20(5) of Schedule 8 to the FMC Regulations.
3.5 The Offer is not expected to have any effect on the control of Infratil within
the meaning set out in clause 48 of Schedule 1 of the FMCA.
Yours faithfully
Infratil Limited
Nicholas Lough
Company Secretary
---
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
Infratil Limited
Phillippa HarfordDirectors' Resolution
64 4 473366364 4 473238817052019
Approximately 74,970,264 17.46
Ordinary SharesNZIFTE0003S3
Ordinary SharesNZIFTE0003S3
In dollars and cents
N/A
$4.000
N/A
N/ARounded down
Enter N/A if not
applicable
N/A
N/AN/AN/A
N/AN/A
NZDN/A
Approximately $300 million
Date Payable
N/A
21 May 2019 (7.00pm NZ Time)
Institutional 18 May 2019; Retail 11 June 2019
23 May 2019
Institutional 28 May 2019; Retail 18 June 2019
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.