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Kiwi Property Group $20 million Retail Offer opens

Capital Raise31 October 2019KPGReal Estate

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 opens this morning. The Retail Offer is targeting $20 million of additional

equity, with the ability to accept oversubscriptions of up to $10 million at Kiwi Property’s

discretion.


The Retail Offer provides eligible shareholders in New Zealand the opportunity to purchase up to

$50,000 of additional shares in Kiwi Property without incurring brokerage or other transaction costs

at a fixed price of $1.58 per new share.


The Retail Offer issue price is the same price as the Placement undertaken on 30 October 2019.


Details of the Retail Offer are being sent to eligible shareholders today. The closing date for

applications is 5.00pm (NZ time) on 15 November 2019 and the new shares are expected to be

allotted on or around 22 November 2019.


For further information, please contact:

Clive Mackenzie

Chief Executive Officer

Kiwi Property Group Limited

clive.mackenzie@kp.co.nz

Campbell Hodgetts

Communications Lead

Kiwi Property Group Limited

+64 27 563 4985

campbell.hodgetts@kp.co.nz

> Ends


About us

Kiwi Property (NZX: KPG) is the largest listed property company on the New Zealand Stock

Exchange and is a member of the S&P/NZX 20 Index. We’ve been around for 25 years and we

proudly own and manage a $3.3 billion portfolio of real estate, comprising some of New

Zealand’s best mixed-use, retail and office buildings. Our objective is to provide investors with a

reliable investment in New Zealand property through the ownership and active management of

a diversified, high-quality portfolio. S&P Global Ratings has assigned Kiwi Property a corporate

credit rating of BBB (stable) and an issue credit rating of BBB+ for each of its fixed rate senior

secured bonds. Kiwi Property is one of the highest rated New Zealand companies within CDP

(Carbon Disclosure Project) and is a member of FTSE4 Good, a series of benchmarks and

tradeable indices for ESG (Environmental, Social and Governance) investors. Kiwi Property is

licensed under the Real Estate Agents Act 2008. To find out more, visit our website kp.co.nz


2

This is not a prospectus or offering document under New Zealand law or under any other law.

It is for information purposes only and does not constitute an offer, invitation or recommendation

to subscribe for, retain or purchase any securities in Kiwi Property in any jurisdiction. This release

does not constitute financial product advice or investment advice and does not and will not form

part of any contract for the acquisition of Kiwi Property securities.

This announcement has been prepared for release in New Zealand. This announcement may not

be released to US wire services or distributed in the United States. This announcement does not

constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in

any other jurisdiction in which such an offer would be unlawful. The securities in this

announcement have not been, and will not, 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 securities in this announcement may not be offered or sold, directly or

indirectly, in the United States unless they have been registered under the US Securities Act (which

Kiwi Property has no obligation or intention to do or procure), or are offered and sold in a

transaction exempt from, or not subject to, the registration requirements of the US Securities Act

and any applicable US state securities laws.

The information in this announcement is of general background and does not purport to be

complete. It should be read in conjunction with Kiwi Property's other periodic and continuous

disclosure announcements lodged with NZX, which are available at www.nzx.com.

This announcement may include forward-looking statements. These forward-looking statements

are based on Kiwi Property's expectations and beliefs concerning future events. Forward-looking

statements are necessarily subject to risks, uncertainties and other factors, many of which are

outside the control of Kiwi Property, which could cause actual results to differ materially from such

statements. Kiwi Property makes no undertaking to subsequently update or revise the forward-

looking statements made in this announcement, to reflect the circumstances or events after the

date of this announcement.

---

Kiwi Property Group Limited
Retail Share Offer

Dated 1 November 2019

This Offer Document may not be released to US wire

services or distributed outside New Zealand.

Important notice
This Offer Document has been prepared by Kiwi Property Group

Limited (“Kiwi Property”) in connection with an offer of New

Shares under a share purchase plan and placement. The Offer

is made pursuant to the exclusion in clause 19 of schedule 1 of

the Financial Markets Conduct Act 2013. This document is not a

product disclosure statement for the purposes of the Financial

Markets Conduct Act 2013, and does not contain all of the

information that an investor would find in a product disclosure

statement or which may be required to make an informed

decision about the Offer or Kiwi Property.

Additional information available under

Kiwi Property’s disclosure obligations

Kiwi Property is subject to continuous disclosure obligations

under the Listing Rules which require it to notify certain material

information to NZX. Market releases by Kiwi Property, including

its most recent annual report (for the year ended 31 March 2019),

are available at nzx.com under the stock code “KPG” and on Kiwi

Property’s website, kp.co.nz.

Kiwi Property may, during the Offer, make additional releases to

NZX. No release by Kiwi Property to NZX will permit an Applicant

to withdraw any previously submitted Application without Kiwi

Property’s prior consent.

The market price of Shares may increase or decrease between

the date of this Offer Document and the date of allotment of

New Shares. Any changes in the market price of Shares will

not affect the Application Price, and the market price of New

Shares following allotment may be higher or lower than the

Application Price.

Changes to the Offer

Subject to the Listing Rules, Kiwi Property reserves the right

to alter the dates set out in the Offer Document. Kiwi Property

reserves the right to withdraw the Offer and the issue of

New Shares at any time before the Allotment Date at its

absolute discretion.

Decision to participate in the Offer

The information in this Offer Document does not constitute a

recommendation to acquire New Shares and nor is it financial

product advice. This Offer Document has been prepared without

taking into account the particular needs or circumstances of any

investor, including their investment objectives, financial and/or

tax position.

You should make your decision whether to invest in New Shares

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 and include statements regarding the

conduct and outcome of the Offer and the use of the proceeds

thereof. Such 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 Kiwi Property, 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 Kiwi Property as at the date of this Offer Document.

Except as required by law or regulation (including the Listing

Rules), Kiwi Property undertakes no obligation to provide any

additional or updated information whether as a result of new

information, future events or results or otherwise.

Offering restrictions

This Offer Document is intended for use only in connection with

the Offer to Eligible Shareholders with a registered address in

New Zealand who are, not in the United States and not acting for

the account or benefit of a person in the United States.

This Offer Document does not constitute an offer or invitation in

any country in which, or to any person to whom, it would not be

lawful to make such an offer or invitation.

This Offer Document may not be sent or given to any person

outside New Zealand 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 may be restricted by law. In

particular, this Offer Document may not be distributed to any

person, and the New Shares may not be offered or sold, in any

country outside New Zealand except as detailed in this Offer

Document or as Kiwi Property may otherwise determine in

compliance with applicable laws. Further details on the offering

restrictions that apply are set out in Section 3: Details of

the Offer.

This Offer Document does not constitute an offer to sell, or a

solicitation of an offer to buy, any securities in the United States.

The New Shares have not been, nor will be, registered under

the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the

securities laws of any state or other jurisdiction of the United

States. The New Shares may only be offered, sold and resold

outside the United States in “offshore transactions” (as defined

in Rule 902(h) under the U.S. Securities Act) in reliance on

Regulation S.

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. Kiwi

Property disclaims all liability to such persons.

No guarantee

No guarantee is provided by any person in relation to the

New Shares to be issued under the Offer. Likewise, no warranty

is provided with regard to the future performance of Kiwi

Property or any return on any investments made pursuant

to this Offer Document.

Privacy

Any personal information provided by Eligible Shareholders on

the Application Form or via the online Application process will

be held by Kiwi Property and/or the Registrar at the addresses

set out in the Directory. The information will be used for the

purposes of administering your investment in Kiwi Property.

This information will only be disclosed to third parties with your

consent or if otherwise required by law. Under the Privacy Act

1993, 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 Application Form, or how to apply online or complete the

Application Form, please contact the Registrar.

Definitions

Capitalised terms used in this Offer Document have defined

meanings, which appear in Section 5: Glossary. All references

to times and dates are to times and dates in New Zealand.

Contents

Letter from the Chair

PG 06

SECTION 1

Key terms of the Offer

PG 07

SECTION 2

Important dates

PG 08

SECTION 3

Details of the Offer

PG 09

SECTION 4

Terms and conditions

of the Offer

PG 11

SECTION 5

Glossary

PG 14

SECTION 6

Directory

PG 15

Kiwi Property
Offer document 1 November 2019

6

Letter from the Chair

Dear Shareholder

Kiwi Property Group Limited (“Kiwi Property”) –

Equity raising

On 30 October we announced plans to raise

approximately $200 million of new equity through

a fully underwritten placement (“Placement”) of

$180 million and a retail offer (“Offer”) of $20 million

(with the ability to accept oversubscriptions of

up to $10 million at Kiwi Property’s discretion).

The Placement was completed on 30 October

and successfully raised $180 million.

On behalf of the Board, it is my pleasure to invite you

to participate in the Offer. This opportunity gives all

eligible shareholders in New Zealand the chance to

purchase up to $50,000 of new Kiwi Property shares

without incurring brokerage or other transaction costs,

at a fixed price of $1.58 per new share. The issue price

of $1.58 per share is the same as the price for the

Placement.

We intend to use the net proceeds of the Placement

and Offer to pay down bank debt and reduce gearing,

providing the financial flexibility to progress potential

developments at locations including Sylvia Park,

LynnMall, The Base and in the longer term at Drury, and

to respond to acquisition opportunities as they arise.

The approximately $200 million of new equity being

sought through the Placement and Offer will reduce

gearing at 30 September 2019 to 27.4% on a pro-forma

basis, which is comfortably within Kiwi Property’s target

gearing range of 25% to 35%.

How you can participate in the Offer

Participation in the Offer is optional. However, it allows

the vast majority of shareholders to apply for their

equivalent pro-rata amount if they wish.

If the Offer is oversubscribed, applications will be

scaled relative to existing shareholdings.

We encourage you to read the Offer Document

accompanying this letter and seek investment advice

from a suitably qualified professional adviser before

you consider investing.

If you decide to participate in the Offer, please

complete the following by 5.00pm (NZ time) on

15 November 2019:

• the Application Form accompanying this letter; or

• the online application at

www.kiwipropertyshareoffer.com.

Instructions on how to make payment can

be found in the Application Form and Offer

Document accompanying this letter or at

www.kiwipropertyshareoffer.com.

The new shares are expected to be allotted on or

around 22 November 2019. They will rank equally

with existing Kiwi Property shares at that date and be

eligible for the interim dividend for the six months

ended 30 September 2019, which is expected to be

paid on 18 December 2019.

Sound financial results expected

Kiwi Property’s interim financial statements for the six

months ended 30 September 2019 are expected to

be released on 18 November 2019. A sound interim

financial result is expected. Our portfolio continues

to perform strongly, and we expect to achieve rental

growth of 4.6% on new leasing and rent reviews

concluded in the six months to 30 September 2019.

Our occupancy rate and weighted average lease expiry

are expected to be 99.4% and 5.1 years respectively.

The Board has reaffirmed its full year dividend

guidance for the year ending 31 March 2020 at 7.05

cents per share.

On behalf of the Board, I welcome your participation in

the Offer and thank you for your continued support.

Yours sincerely,

MARK FORD

Chair

Kiwi Property Group Limited

7
SECTION 1

Key terms of the Offer

IssuerKiwi Property Group Limited

Eligible ShareholderA Shareholder with a registered address in New Zealand at 5.00pm (NZ time) on the

Record Date, not in the United States and not acting for the account or benefit of a

person in the United States.

Equal participationEach Eligible Shareholder has the right to apply for the same dollar amount of New

Shares, and on the same terms and conditions, as each other Eligible Shareholder.

Application amountIf you choose to participate in the Offer, you can apply for any number of New Shares up

to a maximum value of $50,000 of New Shares.

Application Price$1.58 per New Share.

Offer sizeKiwi Property may accept Applications for up to $20 million of New Shares in aggregate,

plus up to $10 million of New Shares in oversubscriptions at its discretion. If Kiwi Property

receives Applications for more than this amount of New Shares in aggregate (or elects not

to accept more than $20 million) Applications will be scaled down. Kiwi Property will scale

Applications by reference to the proportional holdings of Existing Shares at the Record Date.

Kiwi Property will issue up to 12,658,227 New Shares under the Offer with Kiwi Property

retaining the discretion to issue a further 6,329,113 New Shares if the Offer is oversubscribed.

New Shares The New Shares are the same class as (and ranking equally with) Existing Shares at the

time of allotment of the New Shares. The New Shares are expected to be allotted on

22 November 2019.

When to applyApplications must be received by 5.00pm (NZ time) on the Closing Date, being

15 November 2019, unless extended.

How to apply An Application by an Eligible Shareholder must be made on the Application Form that

has been provided, accompanied with payment in New Zealand dollars. You may also

complete your Application online at www.kiwipropertyshareoffer.com.

Receiving your New SharesYou will receive your New Shares on the Allotment Date (expected to be 22 November 2019).

Kiwi Property
Offer document 1 November 2019

8

Key event Date

1

Record Date 5.00pm (NZ time), 29 October 2019

Dispatch of Offer Documents and Application Forms1 November 2019

Opening Date for the Offer10.00am (NZ time), 1 November 2019

Closing Date for the Offer5.00pm (NZ time), 15 November 2019

Settlement of the Offer and commencement

of trading of allotted New Shares

22 November 2019

1. The dates above are subject to change and are indicative only. Kiwi Property reserves the right to amend this timetable (including by extend-

ing the Closing Date), subject to applicable laws and the Listing Rules. Kiwi Property reserves the right to withdraw the Offer at any time at its

absolute discretion.

SECTION 2

Important dates

9
What is the Offer?

The Offer is an offer to Eligible Shareholders to apply to purchase

New Shares in Kiwi Property at the Application Price of $1.58 per

New Share, without incurring any brokerage fees.

All New Shares issued under the Offer will be of the same class

as, and rank equally with, the Existing Shares in Kiwi Property.

How much can I invest?

Eligible Shareholders, who choose to participate in the Offer, can

apply for any number of New Shares up to a maximum value of

$50,000.

What is the maximum amount being raised?

Kiwi Property is inviting applications for up to $20 million of

New Shares in aggregate, plus up to $10 million of New Shares

in oversubscriptions at its discretion.

Applications received in excess of this amount will be scaled on

a proportionate basis (with reference to an Eligible Shareholder’s

holding at the Record Date).

Who is eligible to participate?

An Eligible Shareholder is a Shareholder with a registered

address in New Zealand at 5.00pm (NZ time) on the Record Date,

not in the United States and not acting for the account or benefit

of a person in the United States.

What if I own Shares through a trustee or custodian,

can I participate?

If you own Shares through a trustee or custodian, then, subject

to certain certification requirements and other conditions, you

may instruct the trustee or custodian to apply for New Shares on

your behalf.

If you own Shares through a trustee or custodian and also own

Shares in your own name, then you may either apply for New

Shares yourself or instruct your trustee or custodian to apply for

New Shares on your behalf. You may not do both.

If you are a custodian, or hold Shares through a custodian,

please refer to clause 3 of the terms and conditions.

What about joint holders?

Joint holders are treated as a single Shareholder under the terms

of the Offer. As a group, they can apply for any amount of New

Shares up to a maximum value of $50,000.

Is the Offer transferable?

No. The opportunity to apply for New Shares under the Offer is

personal to you and cannot be transferred to anyone else.

Who is excluded from participating?

Kiwi Property considers that the legal requirements of

jurisdictions other than New Zealand are such that it would be

unduly onerous to make the Offer available to Shareholders in

those jurisdictions.

The distribution of this Offer Document (including an electronic

copy) outside New Zealand may be restricted by law. Any failure

to comply with such restrictions may contravene applicable

securities law. Kiwi Property disclaims all liability to such persons.

Do I have to participate?

No, you do not have to participate in the Offer. Participation is

optional. We recommend that you seek investment advice from

a suitably qualified professional adviser before you consider

investing.

How long is the Offer period?

The Offer opens on 1 November 2019 and is expected to close

on 15 November 2019, unless extended.

Eligible Shareholders intending to participate in the Offer should

ensure they apply by completing an Application online at

kiwipropertyshareoffer.com or by completing and returning the

provided Application Form with payment (by cheque or direct

debit) by 5.00pm on the Closing Date.

The New Shares

The New Shares issued under the Offer will rank equally with,

and have the same voting rights, dividend rights and other

entitlements as, Existing Shares in Kiwi Property.

Each New Share confers the right to vote at meetings, subject

to any voting restrictions imposed on Shareholders under Kiwi

Property’s constitution or the Listing Rules. On a poll, which

is the manner of voting required by the Listing Rules, every

Shareholder present in person or by proxy or representative has

one vote for each New Share they hold. Each New Share confers

a right to a pro rata share of any dividend authorised by the

Board on New Shares, and to any distribution of surplus assets of

Kiwi Property on any liquidation.

Applicants for New Shares will be bound by Kiwi Property’s

constitution and the terms of the Offer set out in this Offer

Document.

When will the New Shares be quoted?

Kiwi Property will take any necessary steps to ensure that the

New Shares are, immediately after issue, quoted on the NZX

Main Board. The NZX Main Board is a licensed market operated

by NZX Limited, which is a licensed market operator regulated

under the Financial Markets Conduct Act 2013.

NZX accepts no responsibility for any statements in this

document.

It is expected that Eligible Shareholders participating in the

Offer will be able to commence trading the New Shares on the

Allotment Date (being 22 November 2019, unless the Offer is

extended).

What is the Application Price for the New Shares?

$1.58, being the same price paid by investors in the Placement.

The market price of Shares may change between the date this

Offer opens, the date you apply for Shares under the Offer, and

the date on which the Shares are allotted to you. Accordingly,

the price paid for Shares issued under the Offer may be higher

or lower than the price at which Shares are trading on the NZX

Main Board at the time the Shares are allotted to you under the

Offer. There is also no certainty that New Shares will trade at or

above the Application Price following the issue of New Shares

under the Offer. Therefore, you should seek your own financial

advice in relation to the Offer and your participation in it.

SECTION 3

Details of the Offer

Kiwi Property
Offer document 1 November 2019

10

Kiwi Property’s current share price is quoted on the NZX website:

nzx.com (NZX code “KPG”).

What will the proceeds be used for?

The proceeds of the Placement and Offer will be used to pay

down bank debt and reduce gearing, providing financial flexibility

to progress potential developments at locations including

Sylvia Park, LynnMall, The Base and in the longer term at Drury,

and to respond to acquisition opportunities as they arise.

How do I apply for New Shares under the Offer?

Applications can be made by completing an Application online

at www.kiwipropertyshareoffer.com or by completing the

provided Application Form, and returning it to the Registrar,

together with payment by 5.00pm (NZ time) on the Closing Date.

Please allow adequate time for mail deliveries. Kiwi Property may

choose to accept late Applications, but has no obligation to do

so. Once submitted, you will not be able to withdraw or revoke

your Application.

Can Applications be rejected?

Kiwi Property may accept or reject any Application which it

considers is not completed correctly. Kiwi Property may also

correct any errors or omissions on any Application Form.

If an Application is rejected, all of the amounts paid will be

refunded to the Applicant. All refunds will be made without

interest.

How many New Shares will I receive?

You will receive the number of New Shares equal to the

amount you have applied for and made payment for (subject

to any scaling).

Kiwi Property is inviting Applications for up to $20 million of

New Shares in aggregate, plus up to $10 million of New Shares

in oversubscriptions at its discretion. If Kiwi Property receives

Applications for more than this amount of New Shares in

aggregate, it will scale back the number of Shares to be allotted

to each Applicant under the Offer as described in accordance

with clause 8 of the terms and conditions.

If your Application is scaled, your Application Monies will be

greater than the value of the New Shares you will be allotted.

The difference will be refunded to you (without interest) within

five Business Days of the Allotment Date.

When will I receive my New Shares?

You will receive the New Shares issued to you under the Offer

on the Allotment Date, which is currently expected to be on

22 November 2019 (unless the Offer is extended). A statement

confirming the number of New Shares issued to you under the

Offer will be sent to you no later than five Business Days after the

Allotment Date.

Kiwi Property may, subject to the Listing Rules and applicable

laws, extend the Offer by changing the Closing Date and the

Allotment Date.


Can the Offer be cancelled?

Yes. Kiwi Property reserves the right to withdraw or cancel

the Offer and the issue of New Shares at any time before the

Allotment Date in its absolute discretion. However, if Kiwi

Property cancels or withdraws the Offer for any reason, all

Application Monies will be returned to Applicants and no New

Shares will be allotted under the Offer. No interest will be payable

on any monies returned to Applicants.

Is the Offer pro-rata?

The Offer is not pro-rata and even if you participate in the Offer,

your percentage holding in Kiwi Property may change.

Whether your shareholding in Kiwi Property increases or

decreases will depend on the amount of New Shares that you

apply for, how many Shares you hold on the Record Date, and

how many New Shares other Eligible Shareholders apply for and

are allotted under the Offer.

Will I be diluted if I do not participate?

Your shareholding in Kiwi Property will be diluted if you do not

participate in the Offer. Assuming that $200 million is raised

in total under the Placement and the Offer, approximately

126,582,277 New Shares will be issued and your holding will

be diluted by 8.76%.

Is the Offer underwritten?

The Offer is not underwritten.

What is Kiwi Property’s distribution policy?

Kiwi Property pays two distributions a year, each within three

months of the annual or interim results, with its interim dividend

payment scheduled for 18 December 2019. The New Shares

would participate in that dividend. The Board reviews the

distribution policy at the end of each financial period in light of

operating performance and current market conditions.

Kiwi Property has operated a dividend re-investment plan (“DRP”),

where shareholders with a registered address in New Zealand or

Australia can elect to reinvest dividends into new shares without

incurring transaction costs. The Board assesses whether to

operate or suspend the DRP on a half-yearly basis in accordance

with Kiwi Property’s capital needs. The DRP has been suspended

– any further re-enactment will be notified to the NZX.

Where can I get more information about Kiwi Property?

Further information about Kiwi Property, including market

announcements and its 2019 Annual Report (including its

financial statements), can be viewed on Kiwi Property’s website:

www.kiwiproperty.com/corporate/investor-centre/.

You may obtain, free of charge, a printed copy of Kiwi Property’s

2019 Annual Report (including its financial statements) by

contacting Kiwi Property. Contact details are listed in the

Directory of this Offer Document.

Further assistance

If you have any further questions about the Offer, please contact

your broker, financial adviser or other professional adviser before

making your investment decision.

11
1 Eligible Shareholders

1.1 You may participate in the Offer if you are an Eligible

Shareholder.

1.2 Joint holders of Shares are taken to be a single registered

holder of Shares for the purposes of determining whether

they are an Eligible Shareholder and the certificate on the

online Application or the Application Form is taken to have

been given by all of them.

1.3 If you are an Eligible Shareholder, your rights under this Offer

are personal to you and not renounceable, so you may not

transfer them.

2 Application Price and number of New Shares

2.1 The Application Price for the New Shares is $1.58, being the

same price paid by investors in the Placement.

2.2 You will receive the number of New Shares equal to the

amount of New Shares you have applied for and made

payment for (subject to scaling as described in clause 8). If

the dollar amount of New Shares you have applied for (or are

allocated) does not equal a whole number of New Shares

once divided by the Issue Price, the number of New Shares

allotted to you will be rounded down to the nearest New

Share. Any difference due to rounding or under $5 will be

retained by Kiwi Property.

2.3 Subject to clause 3.2, if you are an Eligible Shareholder you

can apply for any number of New Shares to a maximum

application value of $50,000. The number of New Shares

that you receive on the Allotment Date (being 22 November

2019, unless extended) may also be subject to scaling as

described in clause 8.

2.4 Eligible Shareholders may only make one Application. This

applies to all Eligible Shareholders, including those who

receive more than one offer under the Offer (for example,

because they hold Shares in more than one capacity) and

including whether the Eligible Shareholder is applying

through a Custodian or on his or her own behalf.

3 Custodian

3.1 Any Eligible Shareholder that:

(a) is a trustee corporation or a nominee company and

holds Shares in Kiwi Property by reason only of acting for

another person in the ordinary course of business of that

trustee corporation or nominee company; or

(b) holds Shares in Kiwi Property by reason only of being a

bare trustee of a trust to which the Shares are subject

and is permitted to operate as a custodian under all

relevant laws,

is a Custodian under the Offer (“Custodian”).

3.2 Custodians may apply to purchase New Shares under this

Offer but only up to the total value of New Shares it is validly

directed to apply for on behalf of each beneficial owner

for whom the Custodian acts as a Custodian. Custodians

must confirm to Kiwi Property that they are holding Shares

as a Custodian for those beneficial owners by providing the

written certification to Kiwi Property described in clause 3.3

below. Each beneficial owner may only direct the Custodian

to apply on behalf of that beneficial owner for New Shares as

described in clauses 2.2 and 2.3.

3.3 If a Custodian applies to purchase New Shares on behalf of

one or more beneficial owners, the Custodian must certify

to Kiwi Property in writing by validly completing the online

Application or Application Form that:

(a) the Custodian holds Shares directly or indirectly as a

Custodian for beneficial owners;

(b) the beneficial owner on whose behalf the Custodian

is submitting an Application is not making a separate

Application as an Eligible Shareholder for New Shares

under the Offer;

(c) each beneficial owner (or the beneficial owner’s agent)

has instructed the Custodian to apply for, and accept,

under the Offer the dollar amount of New Shares set out

in the online Application or on the Application Form (or in

a schedule attached to an Application Form); and

(d) no other Custodian is submitting an Application under

the Offer for that beneficial owner.

4 Completing an Application and paying for the New Shares

If you wish to participate in the Offer, you must complete your

Application online at www.kiwipropertyshareoffer.com, or return

the provided Application Form to the Registrar at the address set

out in the Directory. If you apply using the provided Application

Form, you must provide payment by cheque or direct debit in

New Zealand dollars, for the amount of New Shares you have

specified as applying for on the Application Form. Cheques must

be drawn on a New Zealand bank account.

5 Kiwi Property’s discretion to accept

or reject Applications

5.1 Kiwi Property has complete discretion to accept or reject

your Application to purchase New Shares under the Offer,

including (without limitation) if:

(a) your online Application or Application Form is incorrectly

completed, incomplete or otherwise determined by

Kiwi Property to be invalid;

(b) your payment is dishonoured or has not been completed

correctly;

(c) the cheque that you enclose with your Application Form

or your direct debit is not in New Zealand dollars for the

exact amount of New Shares that you have specified on

the Application Form;

(d) your Application is received after the Closing Date. While

Kiwi Property has discretion to accept late Applications

and payment, there is no assurance that it will do so. Late

Applications and payment, if not processed, will be sent

to you at your registered address within five Business

Days of the Allotment Date or within five Business Days

of the date of receipt in respect of any late Applications

received after the Allotment Date;

(e) Kiwi Property believes that you are not an Eligible

Shareholder or Custodian; or

(f) Kiwi Property considers that your Application does not

otherwise comply with these terms and conditions.

SECTION 4

Terms and conditions of the Offer

Kiwi Property
Offer document 1 November 2019

12

5.2 No interest will be paid on any Application Monies returned

to you. Any refunds for whatever reason will be paid to you

either by direct credit to your bank account (if those details

are held by the Share Registrar) or by cheque mailed within

five Business Days of the Allotment Date or, in respect of late

Applications received after the Allotment Date, within five

Business Days of the date of receipt.

6 Acknowledgements

6.1 If you apply to purchase New Shares under the Offer, by

completing and returning an Application:

(a) your Application, on these terms and conditions, will be

irrevocable and unconditional (i.e. it cannot be withdrawn);

(b) you certify to Kiwi Property that you are an Eligible

Shareholder entitled to apply for New Shares under

these terms and conditions;

(c) you acknowledge that the Offer may not proceed;

(d) you certify that your acceptance of the Offer will not be,

or cause, a breach of any law in any jurisdiction;

(e) you agree to be bound by the constitution of Kiwi

Property, which you may download for free from

the Companies Office website: companies-register.

companiesoffice.govt.nz;

(f) you authorise Kiwi Property (and its officers or agents) to

correct any error in, or omission from, your Application

and to complete your Application by the insertion of any

missing details;

(g) you acknowledge that Kiwi Property may at any time

irrevocably determine that your Application is valid, in

accordance with these terms and conditions, even if the

Application is incomplete, contains errors or is otherwise

defective;

(h) you accept the risk associated with any refund that may

be despatched to you by cheque to your address shown

on Kiwi Property’s share register;

(i) you agree to indemnify Kiwi Property for, and to pay to

Kiwi Property within five Business Days of demand, any

dishonour fees or other costs Kiwi Property may incur in

presenting a cheque for payment which is dishonoured;

(j) you acknowledge that none of Kiwi Property, its advisors

or agents has provided you with investment advice or

financial product advice, and that none of them has an

obligation to provide advice concerning your decision to

apply for and purchase New Shares under the Offer;

(k) you acknowledge the risk that the market price for the

shares may change between the date of this offer and

the Allotment Date. A change in market price during

this period may affect the value of the New Shares you

received under the Offer;

(l) you acknowledge that Kiwi Property may exercise its

discretion as it sees fit and is not liable for any exercise of its

discretions referred to in these terms and conditions; and

(m) you irrevocably and unconditionally agree to these

terms and conditions and agree not to do any act or

thing which would be contrary to the spirit, intention or

purpose of the Offer.

7 Application Price

You agree to pay the Application Price per New Share up to the

maximum amount you have specified on your online Application

or the Application Form.

8 Scaling

8.1 Kiwi Property is inviting Applications for up to $20 million

of New Shares in aggregate, plus up to $10 million of New

Shares in oversubscriptions at its discretion. If Kiwi Property

receives Applications for more than this amount of New

Shares in aggregate (or elects to accept not more than $20

million), Applications will be scaled down. Kiwi Property

will scale back Applications by reference to the holding of

Existing Shares at the Record Date of the Offer.

8.2 If your Application is scaled, your Application Monies will

be greater than the value of the New Shares you will be

allotted. The difference will be refunded to you either by

direct credit to your bank account (if those details are held

by the Registrar) or by cheque mailed within five Business

Days of the Allotment Date. No interest will be paid on any

Application Monies returned to you.

9 The New Shares

9.1 The New Shares issued under the Offer will rank equally with,

and have the same voting rights, dividend rights and other

entitlements as, Existing Shares in Kiwi Property.

9.2 The New Shares will be quoted on the NZX Main Board.

The NZX Main Board is a licensed market operated by

NZX, which is a licensed market operator regulated under

the Financial Markets Conduct Act 2013. NZX accepts no

responsibility for any statement in this document.

9.3 You cannot trade any New Shares issued to you pursuant

to the Offer, either as principal or agent, until allotment

and quotation of the New Shares on the NZX Main Board

in accordance with the Listing Rules. Kiwi Property expects

that the New Shares will commence trading on the NZX

Main Board on the Allotment Date (being 22 November 2019,

unless extended).

9.4 If in the future you decide to sell or otherwise transfer the

New Shares, you will only do so in transactions exempt

from, or not subject to, the registration requirements of the

U.S. Securities Act; notwithstanding the foregoing, after

the quotation of the New Shares commences, you may sell

such New Shares in regular way transactions on the NZX or

otherwise where neither you nor any person acting on your

behalf know, or has reason to know, that the sale has been

pre-arranged with, or that the purchaser is, a person in the

United States or acting for the account or benefit of a person

in the United States.

9.5 The issue of New Shares under the Offer up to a maximum

value of $50,000 per Eligible Shareholder (or per beneficial

owner, in the case of holdings held by Custodians) is being

undertaken under Listing Rule 4.3.1 (Share Purchase Plan)

in respect of the first $15,000 of New Shares offered and

Listing Rule 4.5 (15% Placement) in respect of the additional

$35,000 of New Shares offered to each Eligible Shareholder.

13
10 Amendments to the Offer and waiver of compliance

10.1 Notwithstanding any other term or condition of the Offer,

the offer website (www.kiwipropertyshareoffer.com) and/or

the Application Form, Kiwi Property may, at its discretion:

(a) make non-material modifications to the Offer on

such terms and conditions it thinks fit (in which event

Applications for New Shares under the Offer will

remain binding on the Applicant notwithstanding such

modification and irrespective of whether an Application

was received by the Registrar before or after such

modification is made); and/or

(b) suspend, cancel or withdraw the Offer at any time prior

to the issue of the New Shares under the Offer (including

by reviewing the timetable for the Offer). If the Offer

is cancelled or withdrawn, Application Monies will be

refunded to Applicants without interest within five

Business Days of termination.

10.2 Kiwi Property reserves the right to waive compliance with

any provision of these terms and conditions, which will be

done in accordance with New Zealand law (including the

Listing Rules) and otherwise at Kiwi Property’s discretion.

10.3 Kiwi Property will notify NZX of any waiver, amendment,

cancellation or withdrawal of the Offer. Approval of any

material changes to the Offer will be sought from NZX to

the extent required under the Listing Rules.

11 Governing Law

These terms and conditions shall be governed by and construed

in accordance with the laws of New Zealand.

12 Dispute Resolution

If any dispute arises in connection with the Offer, Kiwi Property

may settle it in any manner it thinks fit. It may do so generally or

in relation to any particular shareholder, Applicant, Application or

Share. Kiwi Property’s decision will be final and binding.

13 Inconsistency

Unless otherwise determined by the directors of Kiwi Property,

in the event of any inconsistency between these terms and

conditions of the Offer and:

(a) the accompanying Letter from the Chair of Kiwi Property and

the Questions and Answers, these terms and conditions shall

take precedence; and

(b) Kiwi Property’s constitution, Kiwi Property’s constitution shall

take precedence.

Kiwi Property
Offer document 1 November 2019

14

Allotment Date means the date for allotment of New

Shares under the Offer, expected to be 22 November 2019.

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 Form means the application form provided to

Eligible Shareholders.

Application Monies means monies received from Appli-

cants in respect of their Applications.

Application Price means $1.58 per New Share.

Board means the board of directors of Kiwi Property.

Business Day has the meaning given to that term in the

Listing Rules.

Closing Date means 5.00pm (NZ time) on the closing date

for the Offer, expected to be 15 November 2019.

Eligible Shareholder means a Shareholder of Kiwi Property

with a registered address in New Zealand at 5.00pm (NZ

time) on the Record Date, who is not in the United States

and not acting for the account or benefit of a person in the

United States.

Existing Share means a fully paid ordinary share in Kiwi

Property at 5.00pm (NZ time) on the Record Date.

Ineligible Shareholders means Shareholders other than

Eligible Shareholders.

Lead Manager means UBS New Zealand Limited.

Kiwi Property means Kiwi Property Group Limited.

Listing Rules means the listing rules of the NZX Main

Board.

New Share means an ordinary share in Kiwi Property

offered under the Offer of the same class as (and ranking

equally in all respects with) Existing Shares at the time of

allotment of the New Shares.

NZ$ or $ means the lawful currency of New Zealand.

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 securities

market operated by NZX.

Offer means the offer of New Shares pursuant to terms and

conditions described in this Offer Document.

Offer Document means this document.

Placement means the offer of $180 million of Shares that

was made to select investors by way of placement on

30 October 2019, and which was underwritten by

UBS New Zealand Limited.

Record Date means 29 October 2019.

Registrar means Link Market Services Limited.

Share means a fully paid ordinary share in Kiwi Property.

Shareholder means a registered holder of Shares on issue.

SECTION 5

Glossary

15
ISSUER

Kiwi Property Group Limited

Level 7, Vero Centre

48 Shortland Street

Auckland 1010

or

PO Box 2071

Shortland Street

Auckland 1140

T: 64 9 359 4000

W: kp.co.nz

E: info@kp.co.nz

Directors of Kiwi Property Group Limited

Mark Ford Independent Chair

Mary Jane Daly Independent Director

Richard Didsbury Independent Director

Jane Freeman Independent Director

Mark Powell Independent Director

Simon Shakesheff Independent Director

Mike Steur Independent Director

REGISTRAR

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

or

PO Box 91976

Victoria Street West

Auckland 1142

Toll free: 0800 377 388

T: 64 9 375 5998

W: linkmarketservices.co.nz

E: enquiries@linkmarketservices.co.nz

LEAD MANAGER

UBS New Zealand Limited

Level 17, PwC Tower

188 Quay Street

Auckland 1010

LEGAL ADVISER

Russell McVeagh

Level 30, Vero Centre

48 Shortland Street

Auckland 1010

or

PO Box 8

Shortland Street

Auckland 1140

SECTION 6

Directory

---

Retail share offer application form
Retail Share Offer of ordinary shares at an Application Price of

$1.58 per New Share payable in full on Application

Not for distribution in the United States

CSN/Holder Number:

Entitlement Number:

Shareholding as at 5pm (NZT) on 29 October 2019.

The number of ordinary shares shown in the box above is the number

to apply for if you wish to maintain your pro-rata shareholding in KPG. It

assumes that $200 million of equity is raised under both the Placement

and Retail Share Offer (and excludes discretionary oversubscriptions that

Kiwi Property may accept).

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Application Form and the Retail Share Offer Document accompanying this Application Form are important. If you have any questions about the Offer, please consult

your broker, financial, investment or other professional advisor. Please see instructions on the reverse on how to complete this Application Form and where to send it.

This Application Form is irrevocable and cannot be withdrawn once lodged.

YOU MAY COMPLETE YOUR APPLICATION ONLINE at www.kiwipropertyshareoffer.com

The online Application must be completed NO LATER THAN 5.00pm, New Zealand time, on 15 November 2019.

Application for New Shares and Payment

Please complete the boxes below specifying the number of New Shares being applied for and the total value of these New Shares.

Number of New Shares applied forAmount payable per New SharePayment Amount

X$1.58

=

$

You can apply for up to 31,645 New Shares in accordance with the terms and conditions in the accompanying Offer Document (Terms and Conditions). Please complete

the boxes above specifying the number and total value of the New Shares being applied for. Payment can be made by completing the direct debit instruction or attaching

a cheque in New Zealand dollars, payable to “Kiwi Property Share Offer” as payment for your Application.

Payment options – Payment can be made by one of the following options:

Option 1: direct debit

Direct debits allow Kiwi Property or its agent to deduct money from your nominated bank account as payment for your Application. If you wish to make payment by this

method, please complete your account details below. By signing this Application Form, the signatory agrees that Kiwi Property, or its agent, is authorised to direct debit

the bank account below for the total amount payable.

NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR DIRECT DEBIT:

Name of Account:__________________________________________________________________________________________________

0

Option 2: cheque

Please attach your cheque for the total amount payable. Your cheque must be drawn on a New Zealand bank account made payable to “Kiwi Property Share Offer” and

crossed “Not Transferable”. Your cheque must not be post-dated as it will not be accepted. If your cheque dishonours, your Application will be rejected. Your Application

Form and cheque should be mailed to Link Market Services, PO Box 91976, Auckland 1142.

If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section

Please state the number of beneficial owners for whom you act as a Custodian.

Please either state the full name(s) and address(es) of the beneficial owner(s) for whom you hold Existing Shares and the number of Existing Shares held for each

beneficial owner or attach a schedule showing this information.

Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of the beneficial

owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of New Shares applied for.

Please state the total dollar amount of New Shares that you are applying for on behalf

of beneficial owners under this CSN

EXECUTION

$

Holder/Director/Authorised PersonHolder/Director/Authorised PersonHolder/Director/Authorised Person

Contact NameMobile or Daytime telephone numberMobile or Daytime telephone number

By applying for New Shares under the Offer, you agree to the Terms and Conditions and you provide the certification set out on the reverse side of this form, under the heading “Certification”.

Carefully read that section.

How to complete this Application Form: Carefully read the Terms and Conditions of the
Kiwi Property Retail Share Offer (Offer) contained in the Offer Document accompanying

this Application Form. In this Application Form, where the context requires, a reference

to “I” includes a reference to “we”. If you do not understand the Terms and Conditions

or this Application Form, or if you have any questions about what to do in relation to the

Offer, please consult your broker or financial, investment or other professional advisor.

1 Application and payment

• Enter the Number of New Shares you wish to apply for and the total value of

these New Shares in the boxes provided on the form.

• You can apply for any number of New Shares, up to 31,645 New Shares.

• If you own Existing Shares through a Custodian and in your own name, then

you may either purchase New Shares yourself or instruct your Custodian to

purchase New Shares on your behalf. You may not do both.

• You must pay in New Zealand dollars. You may pay by direct debit or cheque in

New Zealand dollars as per the instructions in the Retail Share Offer Document

and this Application Form. Do not post-date your cheque. The date of the

cheque should be the day you fill it in. Cross the cheque “Not Transferable”. Do

not forget to sign the cheque.

• Your payment must be for the same amount as the amount of New Shares you

applied for on the front of this Application Form.

• If you choose to pay by direct debit, you authorise the Registrar to direct debit

the bank account nominated on the Application Form on any day after the

Application Form is received by the Registrar for the amount applied for on the

Application Form. You cannot specify a direct debit date and you must ensure

that:

a) a New Zealand bank account is supplied and is a transactional account

eligible for direct debit transactions. Please note that online saving

accounts may not be direct debitable;

b) the bank account details supplied are correct;

c) sufficient funds in the bank account for direct debit are available on the day

the Registrar receives the Application Form; and

d) the person(s) giving the direct debit instruction has/have the authority to

operate the account solely/jointly.

If you are uncertain, you should contact your bank or financial institution.

Should your direct debit fail, your Application may be rejected. The

Registrar will not be able to process your direct debit if you do not sign and

date the Application Form. If requested, the Registrar will provide you with

a direct debit authority form.

• If Kiwi Property receives applications in excess of $30 million (or elects not to

accept more than $20 million), it may scale down acceptances in accordance

with clause 8.1 of the Terms and Conditions contained in the Offer Document

which may result in you receiving a refund as described in those Terms and

Conditions.

2 Significance of sending in an Application

If you apply to purchase New Shares under the Offer by completing and returning

the Application Form:

• your Application, on these terms and conditions, will be irrevocable and

unconditional (i.e. it cannot be withdrawn);

• you authorise Kiwi Property (and its advisors or agents) to correct any error in,

or omission from, your Application Form and to complete the Application Form

by the insertion of any missing details;

• you acknowledge that Kiwi Property may at any time irrevocably determine

that your Application Form is valid, in accordance with these terms and

conditions, even if the Application Form is incomplete, contains errors or is

otherwise defective;

• you acknowledge that none of Kiwi Property, its advisors or agents has

provided you with investment advice or financial product advice, and that

none of them has an obligation to provide advice concerning your decision

to apply for and purchase New Shares under the Offer; and

• you irrevocably and unconditionally agree to these terms and conditions.

3 Custodian

Any Eligible Shareholder that:

• is a trustee corporation or a nominee company and holds Existing Shares

in Kiwi Property by reason only of acting for another person in the ordinary

course of business of that trustee corporation or nominee company; or

• holds Existing Shares in Kiwi Property by reason only of being a bare trustee

of a trust to which the Existing Shares are subject, is a custodian (Custodian)

under the Offer.

Custodians may apply to purchase New Shares for greater than $50,000 but only

up to the total value of New Shares applied for on behalf of each beneficial owner

in New Zealand for whom the Custodian acts as a Custodian.

4 Certification

I irrevocably apply for the New Shares indicated in this Application Form (or such

lesser number of New Shares as may be allocated to me/us due to rounding or

scaling), and agree that:

• By applying for New Shares, I acknowledge that this Application Form was

distributed with the Offer Document containing the Terms and Conditions

dated 1 November 2019 and confirm that I have read this Application Form and

the Offer Document in their entirety. I agree to be bound by the constitution

of Kiwi Property and I irrevocably and unconditionally agree to the Terms and

Conditions.

• If l am not a Custodian, I certify that:

o my address recorded in Kiwi Property’s share register is in New Zealand or

I can otherwise participate in the Offer in compliance with all applicable

laws and I held Existing Shares on the Record Date; and

o I am not applying for New Shares with an aggregate application value

which is more than $50,000 (including Applications made through a

Custodian) even though I may have received more than one offer under

the Offer or received offers in more than one capacity under the Offer.

• If I am a Custodian, I certify that:

o my address recorded in Kiwi Property’s share register is in New Zealand or

I can otherwise participate in the Offer in compliance with all applicable

laws and I hold Existing Shares directly or indirectly as a Custodian for

beneficial owners;

o each beneficial owner (or the beneficial owner’s agent) has instructed me

to apply for, and accept, under the Offer the dollar amount of New Shares

set out in the front of this Application Form (or set out in the attached

schedule);

o no other Custodian is submitting an Application under the Offer for that

beneficial owner; and

o I am not applying for New Shares with an aggregate application value

which is more than $50,000 in respect of any beneficial owner for whom

I act as Custodian.

5 Contact Details

Fill in your daytime telephone number and contact name, as we may need to

contact you, for example, if you have not filled in this Application Form correctly.

6 Lodgement Instructions

Post or hand deliver this Application Form and arrange payment so that it is

received before 5.00pm (NZ time) on 15 November 2019 (unless the Closing Date

is extended). You should allow sufficient time for delivery by the postal service.

Application Forms and payment received after the Closing Date may not be

processed regardless of when they are postmarked. We have included a reply

paid envelope for your convenience. You may also use a standard envelope, which

should be posted to:

Link Market Services Limited, PO Box 91976, Auckland 1142,

or delivered to:

Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010.

Only Applications with payment by direct debit may be scanned and emailed to

Link Market Services:

Scan & email: applications@linkmarketservices.co.nz

Please use “KPG Share Offer” as the subject of the email.

No brokerage will be paid by Kiwi Property on any Applications.

Personal information provided will be held by Kiwi Property and/or the Registrar.

This information will be used for the purposes of managing your investment in Kiwi

Property. Under the Privacy Act 1993, you have the right to access and correct any

personal information held about you.

If you have any questions in relation to the completion of this form then please

contact Link Market Services Limited on +64 9 375 5998.

7 Execution

You should sign this Application Form where indicated. If a company is signing, it must

be signed on behalf of the company by a person(s) duly authorised for that purpose.

If this Application Form is signed under a power of attorney, the attorney certifies that

they have been duly authorised by the shareholder (the Donor) and, at the date of this

Application Form, the attorney has not received any notice of the revocation of that

appointment by the Donor or otherwise.

INSTRUCTIONS

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.

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