Argosy launches Green Bond Offer
MARKET RELEASE
Argosy Property Limited (‘Argosy’) announced today that it has opened an offer (‘Offer’) of up to
$75,000,000 (with the ability to accept up to an additional $25,000,000 in oversubscriptions at
Argosy’s discretion) of senior secured fixed rate 7 year green bonds (‘Green Bonds’) to New
Zealand retail and institutional investors.
The Offer will be made in accordance with the Financial Markets Conduct Act 2013 as an offer to
debt securities of the same class as existing quoted debt securities. The notice required by the
Financial Conduct Regulations 2014 has been provided to NZX.
The proceeds of the Green Bonds are intended to be applied according to the criteria established
by Argosy in its Green Bond Framework dated 7 February 2019 (as amended from time to time).
The interest rate for the Green Bonds will be no less than the minimum interest rate of 2.85% per
annum and the indicative margin range above the 7 year swap rate for the Green Bonds is 1.75%
to 1.95% per annum. The margin and interest rate will be set following a bookbuild process on 18
October 2019 and will be announced via NZX. The Offer is expected to close on 18 October 2019
following the bookbuild process and the Green Bonds are expected to be issued on 29 October
2019.
Argosy has appointed ANZ Bank New Zealand Limited (‘ANZ’) as Arranger and ANZ, together with
Forsyth Barr Limited, Jarden Securities Limited and Hobson Wealth Partners Limited as Joint Lead
Managers in relation to the Offer.
There is no public pool for the Green Bonds, which will be reserved for the Joint Lead Managers,
NZX Participants and other approved financial intermediaries.
Full details of the Offer are contained in the indicative terms sheet. The indicative terms sheet and
roadshow presentation are attached.
Enquiries
Peter Mence
Chief Executive Officer
Argosy Property Limited
Telephone: 09 304 3411
Email: pmence@argosy.co.nz
Dave Fraser
Chief Financial Officer
Argosy Property Limited
Telephone: 09 304 3469
Email: dfraser@argosy.co.nz
Stephen Freundlich
Head of Investor Relations
Argosy Property Limited
Telephone: 09 304 3426
Email: sfreundlich@argosy.co.nz
14 October 2019
ARGOSY LAUNCHES GREEN BOND OFFER
Interested investors should contact a Joint Lead Manager as detailed below, or their regular
financial adviser. The Green Bonds are expected to be quoted on the NZX Debt Market.
ARRANGER & JOINT LEAD MANAGERS
JOINT LEAD MANAGER
0800 269 476 0800 367 227 0800 005 678 0800 742 737
– ENDS –
Enquiries
Peter Mence
Chief Executive Officer
Argosy Property Limited
Telephone: 09 304 3411
Email: pmence@argosy.co.nz
Dave Fraser
Chief Financial Officer
Argosy Property Limited
Telephone: 09 304 3469
Email: dfraser@argosy.co.nz
Stephen Freundlich
Head of Investor Relations
Argosy Property Limited
Telephone: 09 304 3426
Email: sfreundlich@argosy.co.nz
---
Indicative
Terms Sheet
for an issue of up to $75,000,000 senior secured fixed rate
green bonds (plus up to $25,000,000 oversubscriptions)
due 29 October 2026
14 OCTOBER 2019
JOINT LEAD MANAGERS
ARRANGER &
JOINT LEAD MANAGER
0800 269 476 0800 367 227 0800 005 678 0800 742 737
2
Argosy Property Limited | Indicative Terms Sheet
Important Notice
This indicative terms sheet (“Terms Sheet”) sets out the key terms of the offer (“Offer”) by Argosy Property Limited (“Argosy”) of
up to NZ$75,000,000 (with the ability to accept oversubscriptions of up to an additional NZ$25,000,000 at Argosy’s discretion) of
seven year senior secured fixed rate green bonds maturing on 29 October 2026 (“Green Bonds”). The Green Bonds are to be issued
pursuant to a master trust deed dated 30 January 2019 as amended and supplemented by a supplemental trust deed dated 11 October
2019 entered into between Argosy and The New Zealand Guardian Trust Company Limited (“Supervisor”) (together with the master
trust deed, the “Trust Deed”). Unless defined in this Terms Sheet or the context otherwise requires, capitalised terms used in this
Terms Sheet have the same meaning as given to them in the Trust Deed.
The offer of Green Bonds by Argosy is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets
Conduct Act 2013 (“FMCA”).
The Offer contained in this Terms Sheet is an offer of Green Bonds that have identical rights, privileges, limitations and conditions
(except for the interest rate and maturity date) as Argosy’s $100 million senior secured fixed rate green bonds maturing on 27 March
2026, which have a fixed interest rate of 4.00% per annum and are currently quoted on the NZX Debt Market under the ticker code
ARG010 (the “Existing Green Bonds”).
Accordingly, the Green Bonds are the same class as the Existing Green Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Argosy is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) for the
purpose of that information being made available to participants in the market and that information can be found by visiting
www.nzx.com/companies/ARG.
The Existing Green Bonds are the only debt securities of Argosy that are currently quoted and in the same class as the Green Bonds.
Investors should look to the market price of the Existing Green Bonds to find out how the market assesses the returns and risk
premium for those bonds.
Issuer
Argosy Property Limited
Instrument
Senior secured fixed rate green bonds
Offer Amount
Up to $75,000,000 (with the ability to accept oversubscriptions of up to an additional
$25,000,000 at Argosy’s discretion)
Use of proceeds
The proceeds of the offer are intended to be used to refinance existing bank debt that supports
“Green Assets”. Green Assets are office, industrial or retail buildings, including upgrades,
owned or undertaken by Argosy or its subsidiaries that meet the criteria established in Argosy’s
“Green Bond Framework” dated 7 February 2019 (as amended from time to time).
The funds from the Green Bonds may be internally allocated to other Green Assets in
accordance with the Green Bond Framework.
The Supervisor has no obligations in relation to the application of the proceeds of the Green
Bonds.
Ernst & Young Limited (“EY”) has provided an independent third party review of the Green
Bond Framework against the Green Bond Principles published by the International Capital
Markets Association. Following that review, EY has issued a limited assurance report to Argosy
in relation to the proposed use of funds raised through the issuance of the Green Bonds,
including its Green Bond Framework.
A copy of the Green Bond Framework and the report from EY is available at
www.argosy.co.nz/investor-centre/greenbondframework/
Opening Date
Monday 14 October 2019
Rate Set Date
Friday 18 October 2019
Closing Date
12pm, Friday 18 October 2019
Issue Date
Tuesday 29 October 2019
Expected Quotation on NZX
Debt Market
Wednesday 30 October 2019
Maturity Date
Thursday 29 October 2026
3
Argosy Property Limited | Indicative Terms Sheet
Interest Rate
To be determined by Argosy in consultation with the Arranger following the bookbuild held on
the Rate Set Date (18 October 2019). The Interest Rate will be announced via NZX on or about
the Rate Set Date. The Interest Rate will not change over the term of the Green Bonds.
The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will
be no less than 2.85 percent per annum.
Indicative Margin range
The indicative Margin range is 1.75 to 1.95 percent per annum for the Green Bonds.
Margin
The Margin for the Green Bonds (which may be above or below the indicative Margin range) is
the rate (expressed as a percentage rate per annum) determined by Argosy (in consultation with
the Arranger) through the bookbuild held on the Rate Set Date.
Base Rate
The rate per annum (expressed on a percentage yield basis rounded, if necessary, to the nearest
2 decimal places with 5 being rounded up) which is determined by Argosy (in consultation with
the Arranger) as the mid market swap rate for a period equal to the Issue Date to the Maturity
Date, in accordance with market convention, by reference to Bloomberg page ICNZ4 (or any
successor page) on the Rate Set Date expressed on a quarterly basis.
Interest Payments and Interest
Payment Dates
Interest will be calculated on an annual basis and is payable in equal amounts in arrear on each
quarterly interest payment date, being 29 January, 29 April, 29 July and 29 October (or if that
day is not a Business Day, the next Business Day) of each year up to (and including) the
Maturity Date.
The first Interest Payment Date will be 29 January 2020.
Record Date
Payments of interest on the Green Bonds will be made to the persons who are the Holders as at
5pm (New Zealand time) on the 10th calendar day before the relevant Interest Payment Date (or
such other date as required by NZX).
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the date as is determined by Argosy and notified to NZX (or such other
date as required by NZX).
If such date would fall on a day which is not a Business Day, then payments will be made to
persons who are Holders as at the immediately preceding Business Day.
Issue Price
$1.00 per Green Bond, being the Face Value of each Green Bond
Minimum application amount
Minimum of $5,000 and in multiples of $1,000 thereafter.
Applying for the Green Bonds
All Green Bonds offered under the Offer, including oversubscriptions, will be reserved for
clients of the Joint Lead Managers, NZX Participants and other persons invited to participate in
the bookbuild. There is no public pool for the Green Bonds.
Accordingly, retail investors should contact any Joint Lead Manager or their financial adviser
for details on how they may acquire Green Bonds.
In respect of oversubscriptions or generally, any allotment of Green Bonds will be at Argosy’s
discretion, in consultation with the Joint Lead Managers. Argosy reserves the right to refuse all
or any part of an application without giving any reason.
Minimum transfer amount
You may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate principal
amount and after any transfer you and the transferee must each hold Green Bonds with an
aggregate principal amount of at least NZ$5,000 (or no Green Bonds).
Trading the Green Bonds
Each investor’s financial adviser will be able to advise them as to what arrangements will need
to be put in place for the investors to trade the Green Bonds including obtaining a common
shareholder number (CSN), an authorisation code (FIN) and opening an account with a
primary market participant, as well as the costs and timeframes for putting such arrangements
in place.
4
Argosy Property Limited | Indicative Terms Sheet
No Event of Default in relation
to Green Bond Framework or
Green Bond Principles
If:
• Argosy fails to comply with the Green Bond Framework;
• Argosy or any Green Asset fails to comply with any environmental laws and standards;
• the Green Bonds cease to satisfy the Green Bond Principles; or
• Argosy fails to notify Holders that the Green Bonds cease to comply with the Green Bond
Framework or the Green Bond Principles,
then:
• no Event of Default will occur in relation to the Green Bonds; and
• neither the Holders nor Argosy have any right for the Green Bonds to be repaid early.
This means there is no obligation on Argosy to comply with the Green Bond Framework
or the Green Bond Principles on an ongoing basis.
Guarantors
The obligations of Argosy to pay interest on the Green Bonds and for the repayment of the
Green Bonds on the Maturity Date are guaranteed by certain subsidiaries of Argosy, being
Argosy Property Management Limited, Argosy Property No.1 Limited and Argosy Property
No.3 Limited (together, the “Guaranteeing Subsidiaries”). The Green Bonds are not guaranteed
by any other member of the Argosy Group (being Argosy and all of its subsidiaries) or by any
other person.
Security
The Green Bonds are secured by a general security interest granted by Argosy and the
Guaranteeing Subsidiaries under the General Security Deed over all of their property (except
any property held by it as trustee), together with first ranking Mortgages granted over all of the
land (including the buildings and other fixtures on that land) owned by them.
The guarantee and security interests are granted in favour of the Security Trustee for the benefit
of all of the secured parties under the Security Trust Deed (including Holders, holders of the
Existing Green Bonds, bank facility lenders and hedge providers and any future secured parties)
on an equal ranking basis and can only be enforced in accordance with the Security Trust Deed.
The Supervisor represents the Holders in relation to the Security Trust Deed (that is, individual
Holders do not participate in the administration of the Security Trust Deed).
Security documents
The documents that create or govern the security are:
• the “Security Trust Deed” dated 17 May 2010 as amended most recently by a deed dated
18 October 2018;
• the “General Security Deed” as amended, restated and consolidated on or about
1 September 2014 and as amended and restated most recently by a deed dated 28 February
2018; and
• the “Mortgages” granted by Argosy Property No.1 Limited, being first ranking registered
mortgages over all of the land (including the buildings and other fixtures on that land)
owned by the Guaranteeing Subsidiaries.
Financial Covenant
Under the Trust Deed, Argosy will ensure that the total principal amount of all indebtedness
that is secured pursuant to the Security Trust Deed is no more than 50% of the Secured
Property Value.
If Argosy breaches the loan to value ratio under the Trust Deed, it must remedy the breach
within 6 months of the time that the non-compliance is required to be reported to the
Supervisor. If Argosy does not meet this covenant after that 6 month period, Argosy must notify
the Supervisor and all Holders of the breach, together with its plan to remedy the breach.
If Argosy is still in breach of this covenant after an additional 6 month period, an Event of
Default occurs.
Distribution stopper
Under the Trust Deed, Argosy will not make any distributions if an Event of Default has
occurred and is continuing, or would occur as a result of making that distribution.
Further Debt
Argosy is able to issue further bonds and incur other financial indebtedness without the consent
of Holders on such terms and conditions as Argosy may from time to time determine provided
that Argosy continues to comply with the financial covenant in the Trust Deed.
ISIN
NZARGDT002C4
5
Argosy Property Limited | Indicative Terms Sheet
Quotation
Argosy will take any necessary steps to ensure the Green Bonds are, immediately after issue,
quoted. Application has been made to NZX for permission to quote the Green Bonds on the
NZX Debt Market, and all requirements of NZX relating thereto that can be complied with
on or before the distribution of this Terms Sheet have been duly complied with.
NZX takes no responsibility for the content of this Term Sheet. NZX is a licensed market
operator, and the NZX Debt Market is a licensed market under the Financial Markets
Conduct Act 2013.
NZX ticker code ARG020 has been reserved for the Green Bonds.
ArrangerANZ Bank New Zealand Limited (“ANZ”)
Joint Lead Managers
ANZ, Forsyth Barr Limited, Jarden Securities Limited, Hobson Wealth Partners Limited
Supervisor
The New Zealand Guardian Trust Company Limited
Security Trustee
NZGT Security Trustee Limited
Registrar & Paying Agent
Computershare Investor Services Limited
Brokerage
0.50% of the aggregate principal amount of Green Bonds issued, plus 0.25% on firm allocations
to be paid by Argosy
Governing Law
New Zealand
Selling Restrictions
The Green Bonds are being offered only in New Zealand. Argosy has not taken and will not
take any action which would permit a public offering of the Green Bonds, or possession
or distribution of any offering material in respect of the Green Bonds, in any country or
jurisdiction where action for that purpose is required (other than in New Zealand). The Green
Bonds may only be offered for sale, sold or delivered in a jurisdiction other than New Zealand
in compliance with all applicable laws and regulations in any jurisdiction in which they are
offered, sold or delivered.
Any information memorandum, disclosure statement, circular, advertisement or other offering
material in respect of the Green Bonds may only be published, delivered or distributed in
compliance with all applicable laws and regulations (including those of the country or
jurisdiction in which the material is published, delivered or distributed).
By subscribing for Green Bonds, each investor agrees to indemnify Argosy, the Supervisor,
the Arranger, the Joint Lead Managers and their respective directors, officers, employees and
agents in respect of any loss, cost, liability or expense sustained or incurred as a result of an
investor breaching these selling restrictions.
Tax consequences for overseas
Holders
Except where a Holder elects otherwise and Argosy agrees, or it is not possible under any law,
Argosy intends to apply the AIL regime in order to reduce the rate of non-resident withholding
tax to zero percent.
If the AIL regime changes, Argosy reserves the right not to pay AIL.
Documentation
The terms and conditions of the Green Bonds are set out in the Trust Deed. Holders are bound
by, and are deemed to have notice of, the Trust Deed.
The terms of the guarantee and the security interests are set out in the Security Trust Deed,
the General Security Deed and the Mortgages.
If you require further information in relation to the Trust Deed, the Security Trust Deed, the
General Security Deed or the terms of the Mortgages, you may obtain copies of those documents
by contacting Argosy during usual business hours at its registered office set out below.
The dates set out in this term sheet are indicative only and are subject to change. Argosy has the right in its absolute discretion
to close the Offer early, to accept late applications, and to extend the Closing Date. If Argosy changes the Closing Date, the changes
will be announced via NZX as soon as reasonably practicable. If the Closing Date is extended, the Issue Date, the expected date of
quotation and trading of the Green Bonds on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may be
extended accordingly.
6
Argosy Property Limited | Indicative Terms Sheet
Contact details
Issuer
Argosy Property Limited
39 Market Place
Auckland 1010
PO Box 90214
Victoria St West
Auckland 1142
Joint Lead Manager
Forsyth Barr Limited
Level 9, Forsyth Barr House
The Octagon
Dunedin 9054
Joint Lead Manager
Hobson Wealth Partners Limited
Level 4, Australis Nathan Buildings
37 Galway Street
Britomart
Auckland 1010
Supervisor
The New Zealand Guardian Trust
Company Limited
Level 14
191 Queen Street
Auckland 1010
Arranger, Joint Lead Manager and
Green Bond Coordinator
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
Joint Lead Manager
Jarden Securities Limited
Level 14, ANZ Centre
171 Featherston Street
Wellington 6011
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Legal adviser to Argosy
Russell McVeagh
Vero Centre
48 Shortland Street
Auckland 1140
---
14 OCTOBER 2019
Green Bond
Offer
Disclaimer
2—
ThispresentationhasbeenpreparedbyArgosyPropertyLimited("Argosy")inrelationtotheoffer("Offer")ofseniorsecuredfixedrategreenbondsdescribedinthispresentation("Green
Bonds"). TheofferofGreenBondsbyArgosyis madeinrelianceupontheexclusioninclause19ofschedule1 oftheFinancialMarketsConductAct2013("FMCA"). TheOfferis anofferof
GreenBondsthathaveidenticalrights,privileges,limitationsandconditions(exceptfortheinterestrateandmaturitydate)asArgosy's$100millionseniorsecuredfixedrategreenbonds
maturingon27March2026,whichhavea fixedinterestrateof4.00%perannumandarecurrentlyquotedontheNZXDebtMarketunderthetickercodeARG010(the"ExistingGreen
Bonds"). Accordingly,theGreenBondsarethesameclassastheExistingGreenBondsforthepurposesoftheFMCAandtheFinancialMarketsConductRegulations2014.
Argosyis subjecttoadisclosureobligationthatrequiresit tonotifycertainmaterialinformationtoNZXLimited("NZX")forthepurposeofthatinformationbeingmadeavailableto
participantsinthemarketandthatinformationcanbefoundbyvisitingwww.nzx.com/companies/ARG. TheExistingGreenBondsaretheonlydebtsecuritiesofArgosythatarecurrently
quotedandinthesameclassastheGreenBonds. InvestorsshouldlooktothemarketpriceoftheExistingGreenBondstofindouthowthemarketassessesthereturnsandriskpremiumfor
thosebonds.
Thedetailsinthispresentationprovidegeneralinformationonly. It is notintendedasinvestmentorfinancialadviceandmustnotberelieduponassuch. Youshouldobtainindependent
professionaladvicepriortomakinganydecisionrelatingtoyourinvestmentorfinancialneeds. Thispresentationis notanofferorinvitationforsubscriptionorpurchaseofsecuritiesorother
financialproducts. Pastperformanceis noindicationoffutureperformance. AllvaluesareexpressedinNewZealandcurrencyunlessotherwisestated. Thispresentationshouldberead
togetherwiththeindicativetermssheetdated14October2019("TermsSheet"). FurtherinformationaboutGreenAssetsandtheGreenBondFrameworkcanbeobtainedfrom
www.argosy.co.nz/investor-centre/greenbondframework.
Thispresentationis nota productdisclosurestatement,orotherdisclosuredocumentunderNewZealandorotherlaw,is notintendedtoberelieduponasadvicetoinvestorsorpotential
investors,doesnotcontainallinformationrelevantornecessaryforaninvestmentdecisionandhasbeenpreparedwithouttakingintoaccountyourinvestmentobjectives,financial
situationorparticularneeds(includingtaxationissues).
Totheextentpermittedbylaw,noneofArgosy,itssubsidiaries,theArranger,JointLeadManagers,noranyoftheirrespectivedirectors,officers,employeesandagents: (a)acceptany
responsibilityorliabilitywhatsoeverforanylossarisingfromthispresentationoritscontentsorotherwisearisingin connectionwiththeofferoftheGreenBonds; (b)authorisedorcausedthe
issueof,ormadeanystatementin,anypartofthispresentation; and(c)makeanyrepresentation,recommendationorwarranty,expressorimpliedregardingtheorigin,validity,accuracy,
adequacy,reasonablenessorcompletenessof,oranyerrorsoromissionsin,anyinformation,statementoropinioncontainedinthispresentationandacceptnoliability(excepttothe
extentsuchliabilityis foundbya courttoariseundertheFinancialMarketsConductAct2013orcannotbedisclaimedasa matteroflaw).
TheofferconstitutesanofferofGreenBondstothepublicinNewZealand. Argosyhasnottakenandwillnottakeanyactionwhichwouldpermita publicofferingofGreenBonds,or
possessionordistributionofanyofferingmaterialinrespectoftheGreenBonds,inanycountryorjurisdictionwhereactionforthatpurposeis required(otherthanNewZealand). TheGreen
Bondsmayonlybeofferedforsale,soldordeliveredina jurisdictionotherthanNewZealandincompliancewithallapplicablelawsandregulationsinanyjurisdictioninwhichtheyare
offered,soldordelivered.
Thispresentation,anydisclosurestatement,circular,advertisementorotherofferingmaterialinrespectoftheGreenBondsmayonlybepublished,deliveredordistributedincompliance
withallapplicablelawsandregulations(includingthoseofthecountryorjurisdictionin whichthematerialis published,deliveredordistributed).
ArgosywilltakeanynecessarystepstoensuretheGreenBondsare,immediatelyafterissue,quoted. ApplicationhasbeenmadetoNZXforpermissiontoquotetheGreenBondsonthe
NZXDebtMarket,andallrequirementsofNZXrelatingtheretothatcanbecompliedwithonorbeforethedistributionofthisTermsSheethavebeendulycompliedwith.
NZXtakesno
responsibilityforthecontentofthispresentation. NZXis a licensedmarketoperator,andtheNZXDebtMarketis a licensedmarketundertheFinancialMarketsConductAct2013.
Whererelevant,somecapitalisedtermsusedbutnotdefinedinthispresentationhavethemeaningsgiventothemintheTermsSheet(includingbyincorporation). Unlessotherwisestated,
allamountsarebasedonArgosy’sfullyearfinancialstatementspreparedasat31March2019.Allfiguresarerounded.
Totheextentthatcertainstatementscontainedinthispresentationmayconstitute“forward-lookingstatements”orstatementsabout“futurematters”,theinformationreflectsArgosy's
intent,belieforexpectationsatthedateofthispresentation. Argosygivesnoundertakingtoupdatethisinformationovertime(subjecttolegalorregulatoryrequirements). Anyforward-
lookingstatements,includingprojections,guidanceonfuturerevenues,earningsandestimates,areprovidedasa generalguideonlyandshouldnotberelieduponasanindicationor
guaranteeoffutureperformance. Forward-lookingstatementsinvolveknownandunknownrisks,uncertaintiesandotherfactorsthatmaycauseArgosy'sactualresults,performanceor
achievementstodiffermateriallyfromanyfutureresults,performanceorachievementsexpressedorimpliedbytheseforward-lookingstatements. Anyforward-lookingstatements,opinions
andestimatesinthispresentationarebasedonassumptionsandcontingencieswhicharesubjecttochangewithoutnotice,asarestatementsaboutmarketandindustrytrends,whichare
basedoninterpretationsofcurrentmarketconditions. NeitherArgosy,noranyotherperson,givesanyrepresentation,assuranceorguaranteethattheoccurrenceoftheeventsexpressed
orimpliedin anyforward-lookingstatementsin thispresentationwillactuallyoccur
.
PRESENTED BY
Agenda
3—
Saatyesh Bhana
Sustainability Asset Manager
Offer Highlights
4
Argosy Overview
6
Portfolio Summary
8
Financials
14
Green Bond Offer
18
Key Terms & Dates
25
Appendices
28
Note: Due to rounding, numbers presented in this presentation may not add up exactly to the totals provided
and percentages may not reflect exactly absolute figures.
Dave Fraser
CFO
Offer Highlights
4—
Offer Highlights
5—
IssuerArgosy Property Limited (“Argosy”)
InstrumentSenior secured fixed rate green bonds (“Green Bonds”)
Issue AmountUp to NZ$75 million plus up to an additional NZ$25 million of oversubscriptions (at Argosy’s
discretion)
Tenor & Maturity Date7 years, maturing 29 October 2026
Arranger & Green Bond
Co-ordinator
ANZ Bank New Zealand Limited
Joint Lead ManagersANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited and Hobson
Wealth Partners Limited
Interest RateA fixed rate of interest will be payable on the Green Bonds until the Maturity Date. The Interest
Rate will not change over the term of the Green Bonds
Interest PaymentsQuarterly in arrear
Minimum Application
Amount
The minimum application amount is NZ$5,000 and in multiples of NZ$1,000 thereafter
Argosy Overview
6—
Create.Manage.Own.
7—
Proactive delivery of sustainable
growth.
Manage all elements of the
business to deliver the right
outcomes for all our
stakeholders.
Own the right assets, with the
right attributes in the right
locations.
$1.67B
Portfolio summary
8—
Auckland and Wellington Focus
9—
43%
Of rent from industrial tenants
24%
Of rent from Government tenants
Argosy’s property portfolio by location
Note: As at 30 September 2019, Argosy has
unconditionally sold the Albany Lifestyle Centre for $89.0
million with settlement to occur in March 2020.
Note: Tenant data as at 31 March 2019.
Portfolio at a Glance
10—
$1.67 BILLION
1
@ 31 MARCH 2019
TOTAL PORTFOLIO VALUE
BY SECTOR
44%
38%
18%
Industrial
Office
Retail
TOTAL PORTFOLIO VALUE
BY REGION
72%
25%
3%
Auckland
Wellington
Regional North Island &
South Island
TOTAL PORTFOLIO VALUE
BY ASSET MIX
82%
10%
8%
Core
Value Add
Non Core
Bands
40-50%
30-40%
15-25%
Bands
65-75%
20-30%
<10%
Bands
75-90%
-
-
1. Independentmarket valuation.
Environmental Strategy
11—
The impact of Argosy’s property investment business on the natural environment is an increasingly important
consideration for investors, tenants and other stakeholders.
Our environmental strategy reflects our ambition to create vibrant sustainable workplaces for our tenants. We believe
that green buildings have the potential to provide a number of key business benefits including:
increased marketability;
higher rental rates;
lower operating costs;
higher occupancy;
improved worker productivity and occupant health and well-being;
lower regulatory risk.
We believe that an integrated design approach, where experts and tenants are involved from the pre-design stage
through to occupancy can greatly assist in the reduction of green development costs.
We are a member of the New Zealand Green Building Council which is dedicated to promoting the benefits of
sustainable buildings.
Green Projects Underway Include
12—
Target completion: April 2021December 2019
NLA / WALT: 12,300sqm/15 years6,100sqm/12 years
Tenant:Dept. of Statistics NZHousing Corporation of NZ
Green Star rating: Targeting 6 Star Built Targeting minimum 4Star Built
NABERSNZ rating: Targeting 5 StarTargeting 4 Star
Value
1
:$94.0m$44.6m
107 Carlton Gore Road,
Newmarket
8-14 Willis Street,
Wellington
1. Expected value on completion based on ‘as if complete’ valuations performed by
independent valuers.
Green Projects Completed Include
13—
Completion:201420182018
NLA / WALT: 21,000sqm/7.3yrs6,000sqm/6.7yrs10,600sqm/8.9yrs
Green Star rating: 5 Star Built 5 Star Built 5 Star Built
NABERSNZ rating: Targeting 5.5 Stars
2
Targeting 5 Stars n/a
3
Value
1
:$111.0m$44.7m$29.5m
HighgateParkway,
Auckland
82 Wyndham Street,
Auckland
15-21 Stout Street,
Wellington
1. Independent market valuation as at 31 March 2019. 2. 5 Star rating expired September 2019 and currently under resubmission
targeting 5.5 Stars. 3. NABERSNZ ratings are not available for industrial buildings.
Financials
FY19 Full Year Highlights
15—
35.1%
Total shareholder return
for 12 months
70.5m
$ annualisedrevaluation gain,
4.3% above book value
6.94¢
Net distributable income
5.0%
Net distributable income
increase
100m
$ successful Green Bond issue
6.275¢
Full year dividend
5 Year Operating Snapshot
16—
4.60
4.80
5.00
5.20
5.40
5.60
5.80
6.00
6.20
6.40
FY15FY16FY17FY18FY19
WA LT (y ears)
0.0%
5.0%
1 0. 0%
1 5. 0%
2 0. 0%
2 5. 0%
3 0. 0%
3 5. 0%
4 0. 0%
4 5. 0%
FY15FY16FY17FY18FY19
Debt-to-total-assets
0.0%
2 0. 0%
4 0. 0%
6 0. 0%
8 0. 0%
100.0%
FY15FY16
FY17FY18FY19
Occupancy
$ 0. 80
$ 0. 85
$ 0. 90
$ 0. 95
$ 1. 00
$ 1. 05
$ 1. 10
$ 1. 15
$ 1. 20
$ 1. 25
FY15FY16FY17FY18FY19
Net Tangible Assets
Data as at 31 March year end.
Funding & Interest Rate Management
17—
In March 2019 Argosy issued
$100m of 7 year senior secured
fixed rate green bonds. The
coupon was set at 4.00% per
annum (“Existing Green
Bonds”).
In September 2019, Argosy
extended its bank facilities and
expanded its syndicate.
Argosy’s incumbent banking
partners of ANZ Bank New
Zealand Limited, Bank of New
Zealand and The Hongkong
and Shanghai Banking
Corporation Limited was
expanded to include
Commonwealth Bank of
Australia and Westpac New
Zealand Limited.
As at 30 September 2019,
Argosy’s weighted average
debt term including Existing
Green Bonds, was 3.6 years.
Weighted average debt term
2
3.6yrs
FY19FY18
Weighted average interest rate
1
4.75%4.98%
Interest Cover Ratio3.2x3.3x
% of fixed rate borrowings53%62%
Note: Table data as at 31 March 2019. 1. Including margin and line fees. 2.As at 30 September 2019.
Green Bond Offer
18—
Security
19—
The Guaranteeing Subsidiaries, being Argosy Property Management Limited, Argosy Property No.1 Limited and
Argosy Property No.3 Limited, have granted an unconditional and unlimited guarantee of Argosy's obligations
under the Green Bonds.
The Green Bonds are secured by a general security interest granted by Argosy and the Guaranteeing Subsidiaries
over all of their property (except any property held by it as trustee), together with first rankingMortgages granted
over all of the land (including the buildings and other fixtures on that land) owned by them.
The guarantee and security interests are granted in favour of the Security Trustee for the benefit of all of the secured
parties (including Holders) and can only be enforced in accordance with the Security Trust Deed.
Covenants and Default
20—
Key covenants under the Trust Deed include:
Borrowed Money Indebtedness
1
is no more than 50% of the Secured Property Value;
No distributions to be paid if an Event of Default has occurred and is continuing, or would occur as a result of making that
distribution.
Events of Default are set out in the Trust Deed and, in summary, include events such as:
Non-payment of interest or principal by Argosy when due;
Non-compliance with other material obligations under the Trust Deed;
Material misrepresentation;
An insolvency event;
Un-remedied loan to value ratio breach within the grace periods set out in the Trust Deed.
If Argosy fails to comply with the Green Bond Framework or related matters or if the Green Bonds cease to satisfy the
Green Bond Principles, no Event of Default or any other breach will occur in relation to the Green Bonds.
1. Borrowed Money Indebtedness means the aggregate principal amount of all outstanding indebtedness which is secured pursuanttothe Security Trust Deed.
Loan to Value Ratio
21—
As at 31 March 2019:
The amount of Argosy’s Borrowed Money Indebtedness¹ was $596.2 million.
The Secured Property Value
2
was $1,667.0 million.
1.Borrowed Money Indebtedness means the aggregate principal amount of all outstanding indebtedness which is secured pursuant toth e Security Trust Deed.
2.Secured Property Value equals the fair market value, as determined by reference to independent market valuation as at 31 March 2019.
Loan to Value Ratio
Secured Money Indebtedness¹$596.2m
Secured Property Value
2
$1,667.0m
Loan to Value Ratio (%)35.8%
Adjusted Debt Profile & Tenor
22—
Increases funding diversification
from 14% to 29% of total debt
from non-bank sources after
issuance.
Extends weighted average
funding tenor from 3.6 years to
4.3 years from expected issue
date of 29 October 2019, and
assumes $100 million (including
an additional $25 million in
oversubscriptions) of Green
Bonds are issued and $100
million of existing bank debt is
repaid.
Weighted average debt term
2
4.3yrs
1.This graph is for illustrative purposes only and does
not represent Argosy's current debt profile.
2.Estimated debt term following the Green Bond
issue.
Repaid
bank
debt
Green Bond Framework
23—
Use of proceedsThe proceeds of the Offer are intended to be used to refinance existing bank debt that
supports Green Assets
External reviewEY has issued a limited assurance report to Argosy in relation to the proposed use of funds
raised through the issuance of the Green Bonds, including its Green Bond Framework
Monitoring &
compliance
The Green Bond Framework provides that an annual assurance process will be undertaken by
an independent third party assurance provider
ReportingThe Green Bond Framework provides for Argosy to publish semi-annual use of proceeds reports
and report on any changes to the Green Bond Framework
Evaluation of Green
Assets
To be eligible to be a Green Asset under the Green Bond Framework, the project or building
must be certified as obtaining or targeting:
A Green Star "Built" rating of at least 4 Stars; or
A NABERSNZ "Energy Base Building Rating" or "Energy Whole Building Rating" of at least 4 Stars.
You can find the Green Bond Framework located on Argosy’s website at http://www.argosy.co.nz/investor-
centre/greenbondframework/
.
Green Assets
24—
Green Star rating average across
existing green assets
5 Star
1.Independent market valuation as at 31 March 2019.
2.Expected value on completion based on ‘as if complete’
valuations performed by independent valuers.
3.5 Star rating expired September 2019 and currently under
resubmission targeting 5.5 Stars.
4.NABERSNZ ratings are not available for industrial buildings.
Value of Existing Green Assets
Asset Value
1
(NZDm)
143 Lambton QuayOffice4 Stars Energy Whole Building5 Star Office Built$29.3
15-21 Stout StreetOffice
Targeting 5.5 Stars Energy Whole Building
3
5 Star Office Built$111.0
82 Wyndham StreetOfficeTargeting 5 Stars (in progress)5 Star Office Built$44.7
Highgate, ParkwayIndustrial
n/a
4
5 Star Industrial Built $29.5
$214.5
Value of Planned Green Assets
Asset Value
2
(NZDm)
8-14 Willis StreetOfficeTargeting 5 Stars Targeting 6 Star$94.0
107 Carlton Gore RoadOfficeTargeting 4 Stars
Targeting minimum 4 Star$44.6
$138.6
$353.1
Total Pl anned Gr een Asset Val ue
Total Gr een Asset Val ue (Exi sti ng + Pl anned)
AddressUseCurrent NABERSNZ RatingGr een Star Rati ng
Total Exi sti ng Gr een Asset Val ue
AddressUseCurrent NABERSNZ RatingGr een Star Rati ng
Key Terms & Dates
Key Offer Terms
26—
SummaryDetail
Issuer
Argosy Property Limited
Instrument
Senior secured fixed rate green bonds
Offer amount
Up to NZ$75 million plus up to an additional NZ$25 million of oversubscriptions (at Argosy’s discretion)
Use of proceeds
The proceeds of the Offer are intended to be used to refinance existing bank debt that supports Green Assets.
For more detail on Green Assets, see Argosy’s Green Bond Framework as published at
http://www.argosy.co.nz/investor-centre/greenbondframework/
Tenor & Maturity Date
7 years, maturing on 29 October 2026
Interest Rate
A fixed rate of interest will be payable on the Green Bonds until the Maturity Date. The Interest Rate will be
determined on the Rate Set Date (18 October 2019) and announced via NZX on or about the Rate Set Date.
The Interest Rate will not change over the term of the Green Bonds. The Interest Rate will be equal to the sum of
the Base Rate and the Margin but in any case will be no less than the minimum interest rate announced via NZX
on 14 October 2019
Indicative Margin range and
minimum Interest Rate
To be announced via NZX on Monday 14 October
Interest Payments
Interest will be calculated on an annual basis and is payable in equal amounts in arrear on each quarterly
interest payment date, being 29 January, 29 April, 29 July and 29 October in each year during the term of the
Green Bond, commencing on 29 January 2020 and including the Maturity Date
Financial Covenant
The total principal amount of all indebtedness that is secured pursuant to the Security Trust Deed is no more
than 50% of the Secured Property Value
Brokerage
0.50% of the aggregate principal amount of Green Bonds issued, plus 0.25% on firm allocations to be paid by
Argosy
Issue Price / Minimum
Application Amount
Each Green Bond is issued at par (NZ$1.00 per Green Bond). The minimum application amount is NZ$5,000 and
in multiples of NZ$1,000 thereafter
Quotation
Argosy intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code ARG020 has been reserved
for the Green Bonds
Key Offer Dates
27—
Key EventDate
Offer opens and announcement of minimum Interest Rate and indicative
Margin range.
Monday, 14 October 2019
Firm bids due and Offer closesFriday, 18 October 2019 (12pm)
Issue DateTuesday, 29 October 2019
Expected date of initial quotation and trading on the NZX Debt MarketWednesday, 30 October 2019
First Interest Payment DateWednesday, 29 January 2020
Interest Payment Dates
29 January, 29 April, 29 July and 29
October in each year during the
term of the Green Bonds
Maturity DateThursday, 29 October 2026
Appendices
28—
Board of Directors
29—
Extensive management and
corporate governance experience
in New Zealand.
Previous directorships include Lion
Nathan, Fonterra, Auckland
International Airport and Fisher &
Paykel Healthcare.
Current directorships include:
Greymouth Petroleum Limited
Maui Capital Aqua Fund Limited
Maui Capital Indigo Fund
Limited.
Extensive management and
governance experience in New
Zealand.
Trustee of Melanesian Mission Trust
Board.
Current directorships include:
Burger Fuel Group Limited,
Chairman
Trust Investments Management
Limited, Chairman
Generate Investment
Management Limited,
Chairman.
Mike Smith - Chairman
Peter Brook -Director
Board of Directors
30—
41 years as a property lawyer,
29 of these as a partner at
Russell McVeagh.
Trustee of the Spirit of
Adventure Trust and other
charitable trusts.
Holds a number of private
company directorships.
Jeff Morrison - Director
Involved in property, investment
and development for more than
25 years in New Zealand.
Most recently Chief Executive
Officer of Kiwi Property Group
and past President of Property
Council of New Zealand.
Chris Gudgeon - Director
More than 25 years experience
across corporate New Zealand.
Chairman of the NZ Sports Hall
of Fame, Scott Technology
Limited, University of Otago
Foundation Studies Limited and
Past President of NZ Institute of
Directors. He is also Acting Chair
of UDC Finance Limited.
Current directorships include:
Scenic Hotel Group Limited
Dunedin Casinos Limited
Ngai Tahu Tourism Limited
EbosGroup Limited.
Stuart McLauchlan - Director
Board of Directors
31—
25 years of experience across
corporate New Zealand.
Previously CEO of Tainui Group
Holdings (TGH) and currently
Chairman of BNZ Partners, Waikato
Region.
Current directorships include:
Ngai TahuHoldings Corporation
Limited
NIWA
Panuku Development Auckland
Limited.
Mike Pohio- Director
Rachel has over 20 years of property
sector experience across a variety of
roles including strategy, portfolio
management and responsibility for
multi-million dollar developments
across the public and private sector.
Rachel is currently Head of Property
Services for Westpac New Zealand.
Rachel Winder - Director
Management
32—
An engineer by background, Peter
has 36 years of experience in the
property industry working with
Progressive Enterprises, Challenge
Properties, Richard Ellis and Green
and McCahill.
Peter has been with Argosy since
1994 and was appointed Chief
Executive in 2009.
He is a Fellow of the Property
Institute, a past lecturer at The
University of Auckland and past
President of the Property Council of
New Zealand.
Has over 29 years in senior financial
and general management roles
both in New Zealand and overseas,
including a period in Japan as a
senior vice president with the Jupiter
Group.
Joining in 2011 he now oversees the
financial and corporate activities of
Argosy.
Dave is a qualified Chartered
Accountant, and holds a Bachelor
of Commerce and MBA from The
University of Auckland.
Dave Fraser – CFOPeter Mence - CEO
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- IFT — Infratil Limited: Infratil Infrastructure Bond Offer Opens2019-08-19
“--- Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com 20 August 2019 Dear Bondholder/Shareholder, Infratil has announced that it is making a new offer of unsecured, unsubordinated bonds in two sep…”
- KPG — Kiwi Property: Kiwi Property Group $20 million Retail Offer opens2019-10-31
“NZX RELEASE 1 November 2019 Kiwi Property Group $20 million Retail Offer opens Not for release to US wire services or distribution in the United States Kiwi Property Group Limited (“Kiwi Property”) is pleased to advise that the Retail Offer announced on 30 October 2019…”