Synlait bond offer – interest rate set

Synlait Milk Ltd • 1028 Heslerton Road, Rakaia 7783, Private Bag 806, Ashburton 7740, New Zealand. +643 373 3000 • www.synlait.com
NZX: SML
ASX: SM1
6 December 2019
Synlait bond offer – interest rate set

Synlait Milk Limited (Synlait) today announced that, following a successful bookbuild for its offer of five-year
unsecured subordinated fixed rate bonds (the Offer), NZ$180 million of bonds have been allocated. This
included oversubscriptions of NZ$30 million.

The interest rate has been set at 3.83% per annum. This reflects a margin of 2.50% per annum above the
five-year swap rate. The bonds are expected to be quoted on the NZX Debt Market under the ticker code
SML010.

Synlait Chair Graeme Milne commented: “The proceeds from this Offer will be used to reduce a portion of
Synlait’s existing bank debt and provide diversification of funding sources to support Synlait's growth
strategy.”
The Offer will open on Monday, 9 December 2019 and close on Friday, 13 December 2019. There is no
public pool available for the Offer.
A copy of the final terms sheet for the Offer is attached and is also available at: www.synlait.com/bondoffer


Synlait has lodged a Product Disclosure Statement (PDS) with the Registrar of Financial Services Providers
in New Zealand (Registrar) and made available further information on the register of offers of financial
products administered by the Registrar (Register Entry) (the PDS and the Register Entry are the Offer
Materials) in respect of the Offer. The Offer Materials are available at www.companies.govt.nz/disclose

under Synlait's offer number (OFR12776). The PDS is also available at www.synlait.com/bondoffer or from a
Joint Lead Manager, the Co-Manager or a NZX Participant. The Offer Materials contain details of the Offer
and should be read before any investment decision is made. Investors should not subscribe for any bonds
in Synlait except on the basis of information in the Offer Materials and should consult their financial and
other advisers before making any investment in Synlait.


JOINT LEAD MANAGERS




0800 269 476



0800 226 263


0800 367 227

0800 005 678

CO-MANAGER





0800 742 737

Synlait Milk Ltd • 1028 Heslerton Road, Rakaia 7783, Private Bag 806, Ashburton 7740, New Zealand. +643 373 3000 • www.synlait.com


For investor relations enquiries:
Hannah Lynch
Corporate Affairs Manager
P: + 64 21 252 8990
E: Hannah.Lynch@synlait.com


For media enquiries:
Linda Chalmers
Senior Communications Advisor – External
P: +64 21 951 347
E: linda.chalmers@synlait.com


ABOUT SYNLAIT
• Synlait is a manufacturer with a focus on supplying high value fully finished infant formulas and
dairy ingredients to leading milk-based health and nutrition companies internationally, including
The a2 Milk Company™.
• The company has grown from start-up to 146,000 MT of annual production volume in 11 years,
with revenue growing by a 25% CAGR and exceeding $1 billion for the first time in FY19.
• Synlait operates from a powder manufacturing, blending and canning and advanced liquid dairy
facility in Dunsandel, a powder manufacturing facility in Pokeno, a blending and canning facility
in Auckland, a bulk and speciality cheeses manufacturing facility in Temuka, and recently
announced the acquisition of all of the shares in the branded dairy products business Dairyworks
Limited in Christchurch. This acquisition is subject to Overseas Investment Office approval.
• The company has recently entered the Everyday Dairy category, supplying fresh milk and cream
to Foodstuffs South Island, and acquiring Talbot Forest Cheese and Dairyworks Limited.
For more information about Synlait visit www.synlait.com

Synlait does not intend that the bonds be offered for sale, and no action has been taken or will be taken to
permit a public offering of bonds in any jurisdiction other than New Zealand.
This document is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy
Synlait bonds and may not be relied upon in connection with any purchase of Synlait bonds. This document
may not be published, delivered or distributed in or from any country other than New Zealand.
The information in this document has been prepared by Synlait solely for informational purposes and does
not purport to be complete or comprehensive and does not constitute financial product, investment, tax or
other advice.
Synlait has been designated as a "Non-Standard" (NS) issuer by NZX because Bright Dairy Holdings Limited,
its cornerstone shareholder, has the right to appoint four Directors to the Board.

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The final terms sheet (“Terms Sheet”) should be read together
with the product disclosure statement (“PDS”) dated 29
November 2019 for the offer of unsecured, subordinated fixed
rate bonds (“Bonds”) by Synlait Milk Limited (the “Offer”). The
PDS is available at www.synlait.com/bondoffer and can also be
obtained from the Joint Lead Managers or your usual financial
adviser. Investors must obtain and read a copy of the PDS before
they apply for Bonds.
Capitalised terms used but not defined in the Terms Sheet have
the meaning given to them in the PDS.
FINAL TERMS SHEET FOR AN OFFER OF $180
MILLION UNSECURED, SUBORDINATED FIXED
RATE BONDS
JOINT LEAD MANAGERS
CO-MANAGER
FINAL
TERMS SHEET

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IssuerSynlait Milk Limited (the “Issuer” or “Synlait”)
InstrumentUnsecured, subordinated fixed rate bonds
Offer amount$180 million.
Maturity DateTuesday, 17 December 2024
Purpose of the OfferThe net proceeds of the Offer will be used to repay a portion of the Synlait Guaranteeing Group’s
bank debt. The Offer will also provide diversification of funding sources to support Synlait’s
growth strategy.
No Public PoolThere is no public pool for the Bonds.
All Bonds, including any oversubscriptions, have been reserved for subscription by clients of
the Joint Lead Managers, Co-Manager, NZX Firms and other approved financial intermediaries
invited to participate in the bookbuild conducted by the Joint Lead Managers.
Ranking of the BondsThe Bonds will be unsecured and on liquidation of the Issuer will rank:
• behind Synlait’s senior bank debt, other secured borrowed money and other claims
preferred by law;
• equally with all unsecured and unsubordinated financial indebtedness of Synlait; and
• ahead of claims of holders of ordinary shares in Synlait and holders of securities and other
financial products and financial indebtedness that rank after the Bonds.
GuaranteeThe Bonds will be guaranteed by Synlait Milk Finance Limited and the guarantors under the
Bank Facility Agreement. The only Guarantors as at the Issue Date of the Bonds will be Synlait
Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse
Drive Limited and Synlait Foods (Talbot Forest) Limited, each of which are wholly-owned
subsidiaries of the Issuer.
The obligations of the Guarantors under the Guarantee will be unsecured and subordinated to
the extent that, in the event of a liquidation, Synlait’s senior bank debt, other secured borrowed
money and other claims preferred by law will be entitled to be paid in priority to Bondholders
receiving payment under the Guarantee.
More information about the terms of the Guarantee under the Master Trust Deed is set out in
section 5.3 of the PDS (Guarantees).
Interest Rate3.83% per annum
The Bonds will pay a fixed rate of interest from the Issue Date to but excluding the Maturity
Date, subject as described under “Interest Deferral” below.
The Interest Rate was set at the higher of:
• the Minimum Interest Rate of 3.70% per annum (as announced to the market on 29
November 2019); and
• the sum of the Swap Rate plus the Issue Margin (each as determined on the Rate Set Date)
The Swap Rate on the Rate Set Date was 1.33% per annum and the Issue Margin as determined
by Synlait in conjunction with the Joint Lead Managers following a bookbuild was 2.50%.
Accordingly, the sum of the Swap Rate plus the Issue Margin will apply to the Bonds.
Issue Margin2.50% per annum
Swap RateThe mid-market swap rate for an interest rate swap of a term matching the period from the
Issue Date to the Maturity Date, as calculated by the Issuer in conjunction with the Arrangers,
according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any successor
page) on the Rate Set Date and expressed on a quarterly basis (rounded to 2 decimal places, if
necessary, with 0.005 being rounded up).

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Interest Payment DatesInterest is scheduled to be paid quarterly in arrear in equal payments on 17 March, 17 June, 17
September and 17 December in each year (or if that scheduled day is not a Business Day, the
next Business Day) up to and including the Maturity Date, subject as described under “Interest
Deferral” below.
Interest DeferralThe payment of interest on an Interest Payment Date (other than a date on which the Bonds
are repaid) is subject to no Interest Deferral Condition existing on the Interest Payment Date. In
broad terms, the Interest Deferral Conditions prevent interest from being paid if:
• Synlait is not solvent or would not be solvent after making the payment; or
• An event of default or breach (including breach of any covenant or undertaking) or
cancellation of more than $35 million of commitments following event of review has
occurred under an agreement made with or for the benefit of a Senior Creditor or would
occur after making the payment.
The payment of interest on a date on which the Bonds are Redeemed is not subject to any
Interest Deferral Condition, and all accrued interest (including previously deferred interest)
must be repaid if Bonds are Redeemed on any such repayment date regardless of whether an
Interest Deferral Condition exists. However, Redemption as a result of a Tax Event or a Change
of Control Event is not permitted if an Interest Deferral Condition exists or would exist if the
Redemption was made.
Any deferred interest will also accrue interest at the Interest Rate compounding on each
following Interest Payment Date until paid.
Dividend Stopper Synlait will not be able to pay any dividend or make any other distributions on or with respect
to Ordinary Shares or other securities or indebtedness ranking subordinate to the Bonds,
or provide any financial assistance for the acquisition of certain Synlait Guaranteeing Group
securities, if and for so long as there is any unpaid or deferred interest.
Redemption AmountPrincipal Amount plus any accrued but unpaid interest, including deferred interest.
Change of Control EventThe occurrence of one or more of the following:
• an offer is made to acquire all or some of Synlait’s securities which would result in the
offeror (including its associates) holding or controlling more than 50% of the voting rights in
Synlait, and the offer is, or becomes, unconditional and all regulatory approvals have been
obtained; and/or
• any circumstance or event arises which results in a person (together with its associates)
holding or controlling more than 50% of the voting rights of Synlait.
If a Change of Control Event occurs then Bondholders have the right to elect that Synlait must
Redeem all of their Bonds at the greater of:
• the Redemption Amount; or
• the volume weighted average ex-interest price of the Bonds for the 20 Business Days
preceding the date on which the Change of Control Event occurs plus accrued interest.
Synlait may elect to Redeem all Bonds early if fewer than 50 million Bonds will be outstanding
as a result of Redemption elections made by Bondholders after a Change of Control Event.
However, no Redemption as a result of a Change of Control Event is permitted if an Interest
Deferral Condition exists or would exist if the Redemption was made.
Tax EventA Tax Event will occur if there has been, or there will be, a change in New Zealand law applying
after the Issue Date, as a result of which:
• any interest payable on the Bonds, including interest which has been deferred, is not, or
will not be, fully deductible for the purposes of New Zealand income tax; or
• Synlait would be, or is likely to be, exposed to any other adverse tax consequences in
relation to the Bonds.
If a Tax Event occurs, Synlait may elect to Redeem all (but not some only) of the Bonds at the
Redemption Amount. However, no Redemption as a result of a Tax Event is permitted if an
Interest Deferral Condition exists or would exist if the Redemption was made.

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Events of DefaultThe Supervisor may in its discretion, and must upon being directed to do so by a Special
Resolution of Bondholders, declare the Bonds to be due and payable at the Redemption
Amount if one of the following events occurs:
• a failure by Synlait to make a payment in respect of the Bonds, including on Redemption,
when due, and that breach is not fully remedied within 10 Business Days;
• a failure by Synlait to comply with the Dividend Stopper restriction;
• a failure by Synlait or any Guarantor to comply in a material respect with any material
obligation under the Trust Deed;
• Synlait or any Guarantor makes a material misrepresentation under the Trust Deed;
• indebtedness in respect of borrowed money of more than $35 million is not paid when
due, or is called up as a result of a default or a commitment for such indebtedness is
cancelled; or
• one or more insolvency events occurs.
A failure to pay interest that has been deferred because an Interest Deferral Condition exists on
the relevant Interest Payment Date is not an Event of Default.
ListingApplication has been made to NZX for permission to quote the Bonds on the NZX Debt Market
and all requirements of NZX relating to that quotation that can be complied with on or before
the date of distribution of the PDS have been duly complied with. However, the Bonds have
not been approved for trading and NZX accepts no responsibility for any statement in the
PDS or this Terms Sheet. NZX is a licensed market operator, and the NZX Debt Market is a
licensed market, under the Financial Markets Conduct Act 2013. Synlait has been designated
as a "Non-Standard" (NS) issuer by NZX because Bright Dairy Holdings Limited, its cornerstone
shareholder, has the right to appoint four Directors to the Board.
NZX Debt Market ticker code SML010 has been reserved for the Bonds.
Issue Price$1.00 per Bond, being the Principal Amount of each Bond.
Minimum Application Amount$5,000 per Bond, and multiples of $1,000 thereafter
Record Date5.00pm on the tenth calendar day before the due date for payment (or if that day is not a
Business Day, the preceding Business Day).
ISINNZSMLDT001C4
Brokerage 0.75% brokerage plus 0.50% on firm allocations paid by Synlait.
Governing LawNew Zealand
ArrangersANZ Bank New Zealand Limited (“ANZ”) and Jarden Securities Limited (“Jarden”)
Joint Lead ManagersANZ, Deutsche Craigs Limited, Forsyth Barr Limited and Jarden
Co ManagerHobson Wealth Partners Limited
Registrar and Paying AgentComputershare Investor Services Limited
Bond SupervisorThe New Zealand Guardian Trust Company Limited
DocumentationThe terms of the offer of the Bonds are set out in the PDS.
Other terms of the Bonds are set out in:
• the Master Trust Deed; and
• the Series Supplement.
You should read each of these documents. Copies may be obtained from the Offer Register at
www.companies.govt.nz/disclose, offer number OFR12776.
Copies are also available at www.synlait.com/bondoffer.

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PDS lodged29 November 2019
Rate Set Date6 December 2019
Opening Date9 December 2019
Closing Date13 December 2019
Issue / Allotment Date17 December 2019
Expected date of initial
quotation and trading on
the NZX Debt Market
18 December 2019
Maturity Date 17 December 2024
The dates set out in this Terms Sheet are indicative only and subject to change. Synlait may vary the timetable in its absolute
discretion and without notice. Changes will be advised by way of announcement through NZX.
Synlait reserves the right to cancel the Offer.
SELLING RESTRICTIONS
The Bonds are being offered only in New Zealand. Synlait has
not taken and will not take any action which would permit a
public offering of Bonds, or possession or distribution of any
offering material in respect of the Bonds, in any country or
jurisdiction where action for that purpose is required (other than
New Zealand). The Bonds may only be offered for sale or sold
in conformity with all applicable laws and regulations in any
jurisdiction in which they are offered, sold or delivered.
Any product disclosure statement, circular, advertisement or
other offering material in respect of the Bonds (including this
Terms Sheet) may only be published, delivered or distributed in
compliance with all applicable laws and regulations (including
those of the country or jurisdiction in which the material is
published, delivered or distributed).
By subscribing for or otherwise acquiring any Bonds, each
Bondholder agrees to indemnify, among others, Synlait, the
Supervisor, the Arrangers, the Joint Lead Managers and the Co-
Manager and their respective directors, officers, employees and
agents in respect of any loss, cost, liability or damages suffered
as a result of an investor breaching the selling restrictions
referred to in this section.
IMPORTANT DATES