Infratil announces NZ$300 million equity raising
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
9 June 2020
Infratil announces NZ$300 million equity raising to further capacity for growth
Infratil is pleased to announce a NZ$300 million equity raising ("Equity Raising"), comprising a fully
underwritten NZ$250 million Institutional Placement ("Placement") and an approximately NZ$50
million non-underwritten Share Purchase Plan ("SPP").
Proceeds from the Equity Raising will provide additional balance sheet flexibility to fund growth
investments across Infratil’s existing portfolio companies and take advantage of new opportunities
that may arise as a result of current market conditions.
Infratil’s diversified portfolio of businesses with strong long-term fundamentals has proved resilient to
the impact of COVID-19. Infratil has a long track record of delivering strong returns to shareholders
and maintains a ten-year total shareholder return target of 11-15% per annum.
Infratil maintains an attractive pipeline of growth opportunities across its portfolio and is continuing to
evaluate additional opportunities in key growth sectors and new geographies. Infratil will continue to
apply a disciplined approach to allocating capital when assessing potential investments.
The proceeds of the Placement and SPP (combined with cash on hand and currently available and
undrawn debt facilities) will provide Infratil with NZ$514 million of total available liquidity. Following the
Equity Raising, wholly owned group gearing will be reduced from ~34.9% to ~29.3% (assuming a
successful raise of the full NZ$300 million).
UBS New Zealand is acting as Sole Lead Manager and Underwriter. Further details of the Equity
Raising are as follows:
Placement
The fully underwritten Placement will be conducted through a bookbuild in which eligible institutional
investors in New Zealand, Australia, and certain other jurisdictions will be invited to participate. A
trading halt has been granted by NZX and ASX to facilitate the Placement.
The Placement will comprise the issue of 52.5 million new shares, representing approximately 8.0%
of existing issued capital, to raise NZ$250 million. The Placement Issue Price of NZ$4.76 per new
share represents a discount of 8% to the last NZX close price on Monday, 8 June 2020.
It is intended that eligible shareholders who bid for an amount up to their 'pro rata' share of new
shares under the Placement will be allocated their full bid on a best efforts basis.
Share Purchase Plan
Infratil intends to offer the SPP to eligible shareholders in New Zealand and Australia, inviting them to
apply for up to NZ$50,000 / ~A$47,000 of new Infratil shares free of any brokerage, commission and
transaction costs. The SPP offer size is approximately NZ$50 million, which Infratil believes will
enable the vast majority of Infratil's non-institutional shareholders to maintain their relative
shareholdings if they desire. Infratil may accept oversubscriptions at its discretion, and if scaling of the
SPP is required, it will be done with regard to existing shareholder holdings at the relevant record
date, and otherwise at its discretion.
2
The price of new shares offered under the SPP will be the lower of the Placement Issue Price or a
2.5% discount to the 5-day VWAP of Infratil shares traded on the NZX during the last 5 days of the
SPP offer period.
The record date for the SPP is 5 June 2020 (for shareholders on the Australian sub-register) or
8 June 2020 (for all shareholders except shareholders on the Australian sub-register), and the final
terms of the SPP are expected to be announced in more detail on Friday, 12 June 2020. A SPP
booklet, together with an application form, will be sent to eligible shareholders on Friday, 12 June
2020 and will be available to eligible shareholders on the website https://www.infratilshareoffer.com
established for the SPP on the same day. The closing date for applications to be received from
eligible shareholders is Thursday, 25 June 2020.
Eligible shareholders wishing to acquire new shares under the SPP will need to complete the
application form.
The new shares issued under the Placement and SPP will rank equally in all respects with existing
Infratil fully paid ordinary shares on issue.
Further information
Further details of the Equity Raising are set out in the Investor Presentation provided to the NZX and
ASX today.
Any enquiries should be directed to:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com
3
Appendices
Key dates
Institutional Placement Date / Time
Trading halt and Placement bookbuild Tuesday, 9 June 2020
Announcement of results of Placement and trading halt
lifted
Wednesday, 10 June 2020
ASX settlement Friday, 12 June 2020
NZX settlement Monday, 15 June 2020
Allotment and commencement of trading of new shares
on NZX and ASX
Monday, 15 June 2020
Share Purchase Plan
Date / Time
Record date
In respect of shareholders on the Australian
sub-register, Friday, 5 June 2020 (5:00pm
Sydney time)
In respect of all other shareholders, Monday,
8 June 2020 (5:00pm NZ time)
Expected despatch of SPP offer document and
application form
Friday, 12 June 2020
SPP opens Friday, 12 June 2020
SPP closes Thursday, 25 June 2020 (5:00pm NZ time)
Announcement of results of SPP Tuesday, 30 June 2020
Allotment of shares on NZX and ASX Thursday, 2 July 2020
Commencement of trading of shares on NZX Thursday, 2 July 2020
Commencement of trading of shares on ASX Friday, 3 July 2020
IMPORTANT INFORMATION
This announcement has been prepared by Infratil Limited (NZ company number 597366, ARBN 144 728 307, ticker IFT
(NZX and ASX)) (the “Company” or “IFT”) and is dated 9 June 2020. This announcement provides information in relation to
the Placement and SPP for new shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (“FMCA”) and section 708AA of the Corporations Act 2001 (Cth).
INFORMATION
This announcement contains summary information about the Company and its activities which is current as at the date of
this announcement. The information in this announcement is of a general nature and does not purport to be complete nor
does it contain all the information which a prospective investor may require in evaluating a possible investment in the
Company or that would be required in a product disclosure statement under the FMCA or a prospectus under the
Corporations Act 2001 (Cth). The historical information in this announcement is, or is based upon, information that has been
released to NZX Limited (“NZX”) and/or ASX Limited (“ASX”). This announcement should be read in conjunction with the
Company’s annual report, market releases and other periodic and continuous disclosure announcements, which are
available at www.nzx.com and www.asx.com.au.
4
Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX
(the “Offer Document”). Any Eligible Shareholder who wishes to participate in the offer should review the Offer Document
and apply in accordance with the instructions set out in the Offer Document and Application Form accompanying the Offer
Document or as otherwise communicated to the shareholder. This announcement and the Offer Document do not constitute
an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an
offer, advertisement or invitation.
NOT FINANCIAL PRODUCT ADVICE
This announcement is for information purposes only and is not financial or investment advice or a recommendation to
acquire the Company’s securities, and has been prepared without taking into account the objectives, financial situation or
needs of prospective investors. Before making an investment decision, prospective investors should consider the
appropriateness of the information having regard to their own objectives, financial situation and needs and consult a financial
adviser, solicitor, accountant or other professional adviser if necessary.
FORWARD-LOOKING STATEMENTS
Certain statements made in this announcement are ‘forward-looking statements’. These forward-looking statements are not
historical facts but rather are based on IFT’s current expectations, estimates, beliefs, assumptions and projections about
IFT, the industries in which it operates, the outcome and effects of the Offer and use of proceeds. These forward-looking
statements include statements about IFT’s expectations about the performance of its businesses, statements about the
future performance of IFT and statements about the use of proceeds from the Offer. Forward looking statements can
generally be identified by the use of forward looking words such as “anticipate“, “believe“, “expect“, “project“, “forecast“,
“estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other similar expressions within the meaning
of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or
financial position or performance are also forward looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the
control of IFT, its directors and management, are difficult to predict and may involve significant elements of subjective
judgement and assumptions as to future events which may not be correct and could cause actual results to differ materially
from those expressed in the forward-looking statements. IFT cautions shareholders and prospective shareholders not to
place undue reliance on these forward-looking statements, which reflect IFT’s views only as of the date of this release.
There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this announcement relate only to events as of the date on which the statements are
made. IFT will not undertake any obligation to release publicly any revisions or updates to these forward looking statements
to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or
by any appropriate regulatory authority.
Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of
the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of
COVID-19.
FINANCIAL INFORMATION
All financial information in this announcement is in New Zealand dollars (NZ$ or NZD) unless otherwise stated.
Investors should be aware that certain financial measures included in this announcement are ‘non-GAAP financial
measures’ under the New Zealand Financial Markets Conduct Act and Guidance prepared by the New Zealand Financial
Markets Authority and also within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as
amended, and are not recognised under International Financial Reporting Standards (IFRS) or International Financial
Reporting Standards (NZ IFRS), which is based on IFRS. Such non-IFRS financial information/non-GAAP financial
measures do not have a standardised meaning prescribed by NZ IFRS or IFRS. Therefore, the non-IFRS financial
information may not be comparable to similarly titled measures presented by other entities, and should not be construed as
an alternative to other financial measures determined in accordance with by NZ IFRS or IFRS. Although IFT believes these
non-IFRS financial measures provide useful information to investors in measuring the financial performance and condition of
its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial
measures included in this announcement.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be restricted by law and you
should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable
securities laws. In particular, this announcement may not be distributed or released in the United States.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United
States or in any jurisdiction in which such an offer would be illegal. The securities to be offered and sold in the Placement
and the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities to be offered and
sold in the Placement may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption
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from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of
any state or other jurisdiction of the United States. The securities to be offered and sold in the SPP may not be offered or
sold, directly or indirectly, in the United States or to any person that is acting for the account or benefit of a person in the
United States.
DISCLAIMER
To the maximum extent permitted by law, each of the Company and UBS New Zealand Limited (“Lead Manager”) and their
respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers disclaim all
liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which
may be suffered by any person through use of or reliance on anything contained in, or omitted from, this announcement.
None of the Lead Manager or any of its respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents or advisers have authorised, permitted or caused the issue, submission, dispatch or provision of this
announcement and none of them makes or purports to make any statement in this announcement and there is no statement
in this announcement which is based on any statement by any of them.
The Lead Manager and its respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and
advisers make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of
information in this announcement and, with regard to the Lead Manager and its respective advisers, affiliates, related bodies
corporate, directors, officers, partners, employees, shareholders, representatives and agents take no responsibility for any
part of this announcement, the Placement or the SPP.
The Lead Manager and its respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and
advisers make no recommendations as to whether you or your related parties should participate in the Placement or SPP
nor do they make any representations or warranties to you concerning the Placement or SPP, and you represent, warrant
and agree that you have not relied on any statements made by the Lead Manager or its respective affiliates, related bodies
corporate, directors, officers, partners, employees, agents or advisers in relation to the Placement and SPP and you further
expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this announcement are made only as at the date of this announcement. The information in this
announcement remains subject to change without notice.
Determination of eligibility of investors for the purposes of the SPP is determined by reference to a number of matters,
including legal regimes and the discretion of the Lead Manager and the Company. The Company and the Lead Manager
disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.
All capitalised but otherwise undefined terms in this Important Notice section have the meanings given to them in other
sections of this announcement. This announcement has been authorised for release to NZX and ASX by the Company’s
Board of Directors.
---
Placement and
Share Purchase Plan
Investor Presentation
9 June 2020
Not for distribution or release in the United States
InfratilInvestor Presentation –9 June 2020
Disclaimer
Disclaimer
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this
Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant thatyou are entitled to receive the Presentation in accordance with the
restrictions set out below and agree to be bound by the limitations contained herein.
This Presentation has been prepared by InfratilLimited (NZ company number 597366, NZX:IFT; ASX:IFT) (Infratil) to provide information in relation to the placement of, and share purchase plan
(SPP) for, new ordinary fully paid shares in Infratil(New Shares) (Offer) under clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (FMCA) and pursuant tothe
provisions of the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 0571.
Information of a general nature
This Presentation contains summary information about Infratil and its activities which is current only as at the date of thisPresentation. The information in this Presentation is of a general nature
and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Infratil or that would be required in a
product disclosure statement, prospectus, or other disclosure document for the purposes of the FMCA or the Australian Corporations Act 2001 (Cth). Infratil is subject to a disclosure obligation
that requires it to notify certain material information to NZX Limited (NZX) and ASX Limited (ASX) for the purpose of that information being made available to participants in the market and that
information can be found by visiting www.nzx.com/companies/IFT and http://www.asx.com.au. This Presentation should be read inconjunction with Infratil’s other periodic and continuous
disclosure announcements released to NZX and ASX.
Not an offer
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian lawor any other law (and will not be lodged with the New Zealand
Companies Office, the Australian Securities and Investments Commission (ASIC) or any other regulator or exchange). This Presentation is not an invitation or offer of securities for subscription,
purchase or sale in any jurisdiction.
Any decision to acquire New Shares under the SPP should be made on the basis ofthe separate offer document to be lodged with NZX and ASX (the “Offer Document”). Any Eligible Shareholder
who wishes to participate in the offer should review the Offer Document and apply in accordance with the instructions set outinthe Offer Document and the Application Form accompanying the
Offer Document or as otherwise communicated to the shareholder. The release, publication or distribution of this Presentation(including an electronic copy) outside New Zealand or Australia
may be restricted by law. If you come into possession of this Presentation, you should observe such restrictions and should seekyour own advice on such restrictions. Any noncompliance with
these restrictions may contravene applicable securities laws.
Not for release or distribution in the United States of America
This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United
States or any other jurisdiction in which such an offer would be illegal. The New Shares to be offered and sold in the Placementand the SPP have not been, and or will not be, registered under
the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares to be offered and
sold in the Placement may not be offered or sold, directly or indirectly, in the United States, except in transactions exemptfrom, or not subject to, the registration requirements of the U.S.
Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The securities to be offered and sold in the SPP may not be offered or sold, directly or
indirectly, in the United States or to any person that is acting for the account or benefit of a person in the United States.
Not investment advice
This Presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation by Infratil or its advisers to acquire New Shares and has been
prepared without taking into accountthe objectives, financial situation or needs of any individual.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regardto their own investment objectives, financial situation and
needs and consult an NZX Firm, ASX Broker, or solicitor, accountant or other professional advisor if necessary.
Future performance
Certain statements made in this Presentation are ‘forward-looking statements’. These forward-looking statements are not historical facts but rather are based on Infratil’s current expectations,
estimates, beliefs, assumptions and projections about Infratil, the industries in which it operates, the outcome and effects of the Offer and use of proceeds. These forward-looking statements
include statements about Infratil’s expectations about the performance of its businesses, statements about the future performance of Infratil and statements about the use of proceeds from the
Offer. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate“, “believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“,
“should“, “will“, “could“, “may“, “target“, “plan“ and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future
earnings, distributions or financial position or performance are also forward-looking statements. These statements are not guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors, many of which are beyond the control of Infratil, its directors and management, are difficult to predict and may involve significant elements of
subjective judgement and assumptions as to future events which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking statements.
Infratil cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect Infratil’s views only as of the date of this release. There
can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the date on which the statements are made. Infratil will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any
appropriate regulatory authority. Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light ofthe current economic climate and
the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.
InfratilInvestor Presentation –9 June 2020
Disclaimer
Investment risk
An investment in Infratil shares is subject to known and unknown risks, some of which are beyond the control of Infratil. Infratil does not guarantee any particular rate of return or the
performance of Infratil.
Financial data
All currency amounts are in New Zealand dollars unless stated otherwise. Infratil has a 31 March financial year end.
Investors should be aware that this Presentation contains certain financial information and measures that are “non-GAAP financial information” under the New Zealand Financial Markets
Authority Guidance Note on disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by
ASIC and "non‐GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under New Zealand
equivalents to International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) and InternationalFinancial Reporting Standards (IFRS). The non-GAAP financial
information, non‐IFRS financial information and non‐GAAP financial measures include “EBIT”, “EBITDA”, “EBITDAF” “Net Debt”, and “Total Capital”.
The disclosure of such non‐GAAP financial measures in the manner included in this Presentation would not be permissible in a registration statement under the U.S. Securities Act. The non-
GAAP financial information, non‐IFRS financial information and non‐GAAP financial measures do not have standardised meanings prescribed under NZ IFRS, AAS or IFRS and, therefore, such
financial information and financial measures may not be comparable to similarly titled measures presented by other entities, andshould not be construed as an alternative to other financial
measures determined in accordance with the applicable NZ IFRS, AAS or IFRS. Although Infratil believes the non-GAAP and non-IFRSfinancial information and financial measures provide
useful information to users in measuring the financial performance and conditions of Infratil, investors are cautioned not toplace undue reliance on any non-GAAP or non-IFRS financial
information or financial measures included in this Presentation.
This presentation contains pro forma historical financial information. In particular, Infratil has prepared a pro forma Net Debtand gearing position of Infratil as at 31 March 2020 and as at 8
June 2020 as if the Offer had been completed on those dates. The pro forma historical financial information provided in this presentation is for illustrative purposes only and should not be
relied upon as, and is not represented as, being indicative of Infratil’s future financial condition. In addition, the pro formahistorical financial information included in this presentation does not
purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
Past performance
Investors should note that past performance, including past share price performance of Infratil and pro forma historical information in this Presentation, is given for illustrative purposes only
and cannot be relied upon as an indicator of (and provides no guidance as to) future Infratil performance including future shareprice performance. The pro forma historical information is not
represented as being indicative of Infratil’s views on its future financial condition and/or performance.
Disclaimer
The information contained in this Presentation has been prepared in good faith by Infratil. No representation or warranty, expressed or implied, is made as to the accuracy, adequacy or
reliability of any statements, estimates or opinions or other information contained in this Presentation, any of which may change without notice. To the maximum extent permitted by law, each
of Infratil, H.R.L. Morrison & Co Limited, UBS New Zealand Limited, and their respective subsidiaries, related companies, shareholders, directors, officers, employees, partners, agents and
advisers disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence)for any direct or indirect loss or damage which may be suffered by any
person through use of or reliance on anything contained in, or omitted from, this Presentation.
Neither UBS New Zealand Limited, nor any of its affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers have authorised, permitted or caused the issue,
submission, dispatch or provision of this Presentation, and none of them makes or purports to make any statement in this Presentation, and there is no statement in this Presentation which is
based on any statement by any of them.
UBS New Zealand Limited, and their respective affiliates, related bodies corporate, directors, officers, partners, employees,agents and advisers make no representation or warranty, express or
implied, as to the currency, accuracy, reliability or share completeness of information in this Presentation and, with regardtoUBS New Zealand Limited and its advisers, affiliates, related bodies
corporate, directors, officers, partners, employees, shareholders, representatives and agents, take no responsibility for anypart of this Presentation, the Placement or the SPP.
UBS New Zealand Limited and its affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers make no recommendations as to whether you or your related
parties should participate in the Placement or SPP, nor do they make any representations or warranties to you concerning the Placement or SPP, and you represent, warrant and agree that you
have not relied on any statements made by UBS New Zealand Limited or its affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers in relation to the
Placement and SPP, and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Determination of eligibility of, and allocations to, investors for the purposes of the Placement and SPP is determined by reference to a number of matters, including legal regimes and the
discretion of UBS New Zealand Limited and Infratil (as applicable). Infratil, UBS New Zealand Limited and their respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents or advisers expressly disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.
This presentation has been authorised for release to NZX and ASX by Infratil’s Board of Directors.
InfratilInvestor Presentation –9 June 2020
Multiple
Growth
Options Across
Diversified
Portfolio
•Significant development options across high-growth platforms
-Renewable Energy: pipeline of projects across Australia, New Zealand and USA with a newly
established platform in Europe
-Data Centres: advanced development pipeline to significantly increase installed capacity at
existing land holdings, with potential for new locations in the future
Equity Raising
•Target NZ$300 million equityraising:
-NZ$250 million fully-underwritten placement ("Placement")
-NZ$50 million share purchase plan ("SPP") (final amount subject to applications,
oversubscriptions and scaling)
Use of
Proceeds
•Proceeds to provide additional balance sheet flexibility to fund growth investments across
Infratil’s existing portfolio companies and take advantage of new opportunities that may arise
as a result of current market conditions
Funding and
Liquidity
•Proceeds from the equityraising, combined with cash on hand and currently available and
undrawn debt facilities, will provide Infratil with NZ$514 million of available liquidity
1,2
•Post equity raise, Infratil’s wholly owned group gearing will reduce from 34.9% to
29.3%
1,3
(excluding the Tilt capital return which is expected to occur in July)
Resilience from
Diversified
Portfoliowith
Strong
Long-Term
Fundamentals
•Infratil's diversified portfolio has proved resilient to the impact of COVID-19:
-defensive cash generative core assets coupled with growth/development opportunities
-positioned in expected scalable high growth sectors, with diversified cash flows generating
reliable non-correlated returns across several jurisdictions
-overweight positions in renewable energy and data infrastructure should drive relative
outperformance during a sustained slowdown in economic activity
-ten-year total shareholder return target of 11-15% per annum
Notes:
1.Impact of $300 million equity raise (net of transaction fees) on 8 June 2020 balance sheet
2.Liquidity comprises of NZ$506 million of Infratil undrawn bank facilities and NZ$8 million of 100% subsidiaries cash
3.Gearing calculated as total net debt / total capital based on share price of NZ$5.175 as at 8 June 2020 and assumed equity raiseproceeds of $300 million
4
Overview
High quality
portfolio with
growth options
and a
management
track record of
achieving strong
shareholder
returns
InfratilInvestor Presentation –9 June 2020
Positioned for
Growth
Portfolio
reshaped and
tightened to
focus on high
conviction
platforms,
complemented
by cash
generating core
assets
5
Existing
Capex
Programmes
•The establishment of significant data & connectivity, renewable energy and
retirement platforms over the last 5years has largely set the future composition of
the portfolio
•Infratil is well positioned within these sectors with expected scalable high growth
positions and jurisdictional diversification
•Infratil’s existing capital position and flexibility across thegroup enables it to
comfortably support these high-growth platforms and meet existing capital
commitments
Future
Investment
•Funding from the equity raise will enable additional investment in existing
platforms, with a focus on data & connectivity and renewable energy, and provide
flexibility to take advantage of new opportunities that may arise as a result of
current market conditions
•The Infrastructure sector is expected to be essential to the pace and shape of the
global economic recovery following the COVID-19 pandemic
•Infratil’s track record reflects a disciplined approach to capital allocation
InfratilInvestor Presentation –9 June 2020
Positioned for
Growth
Equity raising
proceeds will
provide
flexibility to fund
growth
investments
across the
portfolio
•105MW of installed capacity across eight data centres in
Australia, with a further 28MW under construction
•Advanced development pipeline and existing land
holdings provide a roadmap to significantly increase total
installed capacity at the Sydney and Canberra campuses
in the medium term
•Development of two 10MW data centres in Auckland
expected to be completed in CY2022
•Potential for new locations in the future
•NZ$3.4 billion acquisition of Vodafone New Zealand in
July 2019 (Infratil’s share 49.9%)
•Launch of 5G network commenced in December 2019
providing additional capacity and Fixed Wireless Access
platform
•Rapid improvement programme has substantially
reviewed cost structures and identified efficiency and
service gains while addressing historic areas of
underinvestment
•Advanced programme of work underway to reset strategy
and establish the new target operating model and market
position across key customer segments
•Investment in new IT capability and operating model
should address future cost structures while enhancing
customer experience and product development
6
Current Investment Programmes and Future Pipeline
InfratilInvestor Presentation –9 June 2020
•336MW (A$560 million) Dundonnell Wind Farm and
133MW (NZ$277 million) Waipipi Wind Farm under
construction
•Development pipeline inexcess of 3,000MW across
Australia and New Zealand
•594MW of utility scale solar under construction (Texas &
California)
•313MW of utility scale wind under construction (Texas
and Minnesota)
•Development pipeline of ~6,000MW solar and wind
across multiple US markets
Galileo Green Energy
•Newly establishedrenewable platformin Europe
•Will invest in the development of wind and solar energy
projects and storage solutions across all of Europe
•Forecast capex of $120 -$220 million over the period to
FY2024, with the upper limit reflecting airport traffic
returning to pre COVID-19 levels
•Two independent living apartment developments to be
completed within the next 6-18 months and progressing
with investment in care service offering to complement
independent living offering
Positioned for
Growth
Equity raising
proceeds will
provide
flexibility to fund
growth
investments
across the
portfolio
7
Current Investment Programmes and Future Pipeline
InfratilInvestor Presentation –9 June 2020
Infratil’s diversified portfolio has
demonstrated its resilience and is
positioned to perform during a
sustained slowdown and subsequent
recovery
Sector
Portfolio
Fundamentals
Infratil is well
positioned in
scalable high
growth sectors,
with diversified
cash flows
generating
reliable non-
correlated
returns across
several
jurisdictions
Notes: Proportions based on internal investment valuations as at 31 March 2020
Substantial investments combining
core and growth initiatives which
should deliver income and capital
growth...
Investments
... and a balanced geographic mix
Geography
8
38%
43%
11%
5%
Renewable Energy
Data & Connectivity
Airports
Retirement
Other
25%
19%
17%
16%
11%
5%
CDC Data Centres
Trustpower
Vodafone New Zealand
Tilt Renewables
Wellington Airport
RetireAustralia
Longroad Energy
Other
54%
43%
New Zealand
Australia
USA
Europe
InfratilInvestor Presentation –9 June 2020
Impact of
COVID-19
Infratil’s
diversified
portfolio has
demonstrated
its resilience and
responded well
where actions
have been
required
COVID-19
Impact
•CDC Data Centres: Minimal forecast volume or profitability impact with core revenues underpinned by long-
term lease agreements with high credit counterparties. Impacts on supply chain and reduced productivity on
construction sites are being managed within existing contingency
•Tilt Renewables: Lower short term electricity prices in Australia and some disruption to construction
programmes at Waipipi and Dundonnell. No material impact currently expected to ongoing business or carrying
value of assets due to long-term nature of assets with majority of production covered by long-term offtake
agreements
•Trustpower:No immediate material impacts, however may experience ongoing effects through economic
downturn flowing through to cash collections
•Vodafone: Reduced prepaid and roaming revenues as a result of travel restrictions partially offset by strong
discipline on operating expenditure. May experience ongoing effects through an extended economic downturn
impacting revenues and cash collections
•Longroad Energy: Some disruption may occur in the short term, however not anticipating a reduction in
opportunities to deliver new renewable energy projects over the medium term
•Wellington Airport: Financial performance likely to be significantly impacted by travel restrictions and ongoing
reduced demand; domestic passenger numbers under COVID-19 Alert Level 2 recovering in-line with
management forecasts
•RetireAustralia: Protecting residents remains the top priority. A slowdown in the Australian housing market
may impact resale volumes and prices and therefore increase working capital requirements
COVID-19
Response
•Immediate cost reductions have been made where required, with management reassessing discretionary capex
and development commitments of those companies impacted
•Lender and shareholder support obtained for the most heavily impacted businesses
-Wellington Airport: Bank facilities increased by NZ$70 million and bank covenant waivers obtained
through 30 September 2021. Covenant waivers substantially agreed with U.S. Private Placement note
holders and legal documentation is expected to be finalised by 30 June 2020. NZ$75 million equity
commitment in place (Infratil's share NZ$50 million) which can be drawn before 30 June 2022 if required
-RetireAustralia: Core bank facilities increased by A$30 million and bank covenant accommodations have
been obtained until 31 December 2021, with shareholders committing to contribute up to A$10 million each
in additional capital if required
COVID-19 Impact and Response
9
InfratilInvestor Presentation –9 June 2020
FY2021
Outlook
Continued
uncertainty over
the duration and
impact of
COVID-19 means
FY2021 Group
earnings and
dividend
guidance cannot
be provided at
this stage
•As outlined in the Infratil FY2020 full year results announcement on 29 May 2020, given ongoing
uncertainty over the duration and impact of the COVID-19 pandemic, Infratil will not be providing FY2021
Group earnings or dividend guidance at this stage
•The following component guidance is available:
‐Trustpower FY2021 EBITDAF guidance expected to be in the range of $190 million to $215 million
‐Tilt Renewables FY2021 EBITDAF guidance expected to be in the range of A$80 million to A$95 million
‐CDC Data Centres FY2021 EBITDAF guidance expected to be in the range of A$145 million to
A$155 million
•Infratil will provide FY2021 Group guidance when it has sufficient certainty over the outlook for its other
material investments
•Capital expenditure will continue to be focused on the high-performing renewable energy and data &
connectivity platforms
10
FY2021 Outlook
Notes:
1.Underlying EBITDAF is an unaudited non GAAP measure. Underlying EBITDAF does not have a standardised meaning and should not be viewed in isolation, nor
considered as a substitute for measures reported in accordance with NZ IFRS, as it may not be comparable to similar financial information presented by other entities.
InfratilInvestor Presentation –9 June 2020
Funding and
Liquidity
After the equity
raise the Infratil
wholly owned
group will have
available liquidity
of ~NZ$514
million
Pro-forma Capitalisation
(NZ$ Million)
As at
31 March 2020
As at
8 June 2020
1,2
Pro-forma
for the Offer
1,2
Net bank debt471 529 234
Infratil Infrastructure bonds1,072 1,072 1,072
Infratil Perpetual bonds232 232 232
Total net debt1,775 1,833 1,538
Market value of equity2,579 3,4143,709
Total capital4,354 5,2475,247
Gearing40.8%34.9%29.3%
Infratil undrawn bank facilities
3
268 211 506
100% subsidiaries cash9 8 8
Liquidityavailable277 219 514
4
•Infratil's next bank maturity is
NZ$53 million in July 2020 and Infratil is
not intending to replace that facility
•Infratil's next two bond maturities are
NZ$93.9 million of IFT220 bonds which
mature in June 2021 and NZ$93.7 million
of IFT190 bonds which mature in June
2022
Debt Maturity Profile as at 31 March 2020 (NZ$ million)
•Proceeds from the equity raise
1
,
combined with cash on hand and
currently available and undrawn debt
facilities, will provide Infratil with
~NZ$514 million of available liquidity
1, 4
•Wholly owned group gearing to decrease
from 34.9% to 29.3%
1,2
•Tilt Renewables' capital return is expected
to be completed in July 2020 (Infratil's
share ~NZ$179 million) whichwill add
further liquidity
85
115
350
148
50
94
194
122
662
232
85
209
544
270
712
232
FY21FY22FY23FY24FY25-31>FY31
Wholly-owned bank facilitiesBonds
11
Notes:
1.Impact of a $300 million equity raise (net of transaction fees) on 8 June 2020 balance sheet
2.Gearing calculated as total net debt / total capital based on share price of NZ$5.175 as at 8 June 2020
3.Excludes Trustpower, Tilt Renewables, Wellington Airport, CDC Data Centres, RetireAustralia, Longroad Energy, Galileo Green Energy and Vodafone
4.Available liquidity will reduce by NZ$53 million in July 2020 upon maturity of an existing bank facility
InfratilInvestor Presentation –9 June 2020
Equity
Funding
Details
A significant
proportion of
the equity raise
will be
prioritised to
existing
shareholders
Offer Size
and Structure
•Underwritten Institutional Placement to raise NZ$250 million and non-underwritten NZ$50 million
Share Purchase Plan, with discretion to scale applications or accept oversubscriptions
1
•Approximately 63.0 million new shares to be issued (equivalent to ~9.6% of current issued capital)
•Eligible shareholders who bid for up to their ‘pro-rata’ share of new shares under the Placement will be
allocated their full bid, on a best efforts basis
2,3
Offer Price
•Issueprice under placement of NZ$4.76 per share representing:
-8.0% discount to the last closing price on the NZX of NZ$5.175 on Monday, 8 June 2020
Ranking of
New Shares
•Each New Share will rank equally with existing shares on issue
•New Shares to be quoted on NZX and ASX following settlement
•Shares issued under the equity raise will not be entitled to receive Infratil's FY2020 final dividend given
ex-dividend date of 5 June 2020
Underwriting
•The Institutional Placement is fully underwritten
•The SPP is not underwritten
•UBS New Zealand Limited is acting as Sole Lead Manager and Underwriter
Share Purchase
Plan
•Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$50,000/~A$47,000
each in additional securities, free of brokerage or transaction costs
•The SPP offer size is approximately NZ$50 million
•New shares under the SPP will be issued at the lower of the Placement Price or a 2.5% discount to the 5-day
volume weighted average price of Infratilon the NZX up to, and including, the closing date of the SPP
Notes:
1.Infratil may accept oversubscriptions at its discretion, and if scaling of the SPP is required, it will be done with regard to existing shareholder holdings at the record date
(Friday, 5 June 2020 for shareholders on the Australian sub-register; Monday, 8 June 2020 for all other shareholders) and otherwise at Infratil’s discretion.
2.For this purpose, an eligible institutional shareholder's 'pro-rata' share will be estimated by reference to Infratil's beneficial register on 2 June 2020, but without
undertaking any reconciliation and ignoring shares that may be issued under the SPP. Accordingly, unlike in a rights issue, thismay not truly reflect the participating
shareholder's actual pro-rata share. Nothing in this Presentation gives a shareholder a right or entitlement to participate in the Placement and Infratil has no obligation to
reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder's 'pro-rata' share. Institutional shareholders who do not reside in
New Zealand or Australia or other eligible jurisdictions will not be able to participate in the Placement.
3.Eligible institutional shareholders who bid in excess of their pro-rata' share as determined by Infratil and the Sole Lead Manager are expected to be allocated a minimum
of their 'pro-rata' share on a best efforts basis as set out in footnote 1 above; applications may be subject to scaling.
Equity Raising Details
12
InfratilInvestor Presentation –9 June 2020
Equity Raising
Timetable
InstitutionalPlacementDate / Time
Trading halt and Placement bookbuildTuesday, 9 June 2020
Announcement of resultsof Placement and trading halt liftedWednesday, 10 June 2020
ASXsettlementFriday, 12 June 2020
NZX settlementMonday, 15 June 2020
Allotment and commencement of trading of new shares on NZX
and ASX
Monday, 15 June 2020
Share Purchase PlanDate / Time
Record date
Friday, 5 June 2020 (7:00pm NZ time) for
shareholders on the Australian sub-register;
Monday, 8 June 2020 (5:00pm NZ time) for all
other shareholders
Expecteddespatch of SPP offer document and application formFriday, 12 June 2020
SPP opensFriday, 12 June 2020
SPP closesThursday, 25 June 2020 (5:00pm NZ time)
Announcement of results of SPPTuesday, 30 June 2020
Allotment of shares on NZX and ASXThursday, 2 July 2020
Commencement of trading of shares on NZXThursday, 2 July 2020
Commencement of trading of shares on ASXFriday 3, July 2020
Key Dates
13
Appendix A
Supplementary
Information
InfratilInvestor Presentation –9 June 2020
Portfolio
Target
Returns
Portfolio
construction and
active
management
approach
designed to
deliver targeted
returns
Infratil
Portfolio
Expected
Returns
1
Leverage
Assumptions
Management
Costs
Return to
Shareholders
Core
Lower risk
Core Plus /
Growth
Development
Higher risk
8-10%
Per annum
10-15%
Per annum
15-25%
Per annum
Average net
debt / total
capital 30%at
6% per annum
interest rate
1% of assets
Per annum
11-15%
Per annum
15
Notes:
1.Based on composition of existing Infratil portfolio.
InfratilInvestor Presentation –9 June 2020
Share Price
Performance
Outstanding
returns delivered
over the long
term
PeriodTSR
12 months to 8June
24.9%
FY2021 YTD (1 April –8 June)
32.4%
5 Year
1
9.6%
10 Year
1
14.2%
Inception –26 years
1
16.6%
NZ$5.175
Notes:
1.5 year, 10 year and 26 year returns are to 31 March 2020 based on a closing share price of NZ$3.91. Infratil’s total shareholder returns are calculated on the basis that dividends
are reinvested in Infratil shares at the time they are paid.
Total Shareholder Return
16
-
1.00
2.00
3.00
4.00
5.00
6.00
20102011201220132014201520162017201820192020
Infratil Share Price
InfratilInvestor Presentation –9 June 2020
•CDC Data Centres, Tilt Renewables, RetireAustralia
and Longroad Energy based on Independent
Valuations
1
as at 31 March 2020
•Trustpowerbased on market price as at 8 June 2020
of NZ$7.27
•Vodafone based on NZ$1,029 million acquisition price
•Wellington Airport illustrative only, based on a 15x
multiple of FY2020 EBITDA less net debt as at
31 March 2020
•Other includes 31 March 2020 book values for
Australian Social Infrastructure Partners, Infratil
Infrastructure Property and ClearvisionVentures
(NZ$ Millions)Asset Value
CDC Data Centres
1,355 –1,711
Trustpower
1,161
Vodafone
1,029
Tilt Renewables
908–1,030
Wellington Airport
621–689
RetireAustralia
271–352
Longroad Energy
162
Other
166
Total5,673 –6,300
Assessed Fair Value of Assets
Asset Values
The value of
Infratil’s
subsidiaries and
associates is
recorded in
Infratil’s
financial
statements in
accordance with
NZ IFRS. This
slide presents an
alternative
method for
valuing those
assets
17
Notes:
1.The 31 March 2020 independent valuation of these assets was undertaken for the purposes of assessing Infratil’s FY2020 International Portfolio Incentive Fee accrual.
Appendix B
Key Risks
InfratilInvestor Presentation –9 June 2020
Key Risks
Relating to
the Equity
Raise
19
Risk Factors
•This section describes the key risks that Infratil has identified in connection with the equity raise. Infratil considers it important that these key risks, and
their potential effect on the future operating and financial performance of Infratil, Infratil’s operating businesses and Infratil’s share price, are specifically
highlighted to investors in the context of the equity raise. Like any investment, there are risks associated with an investment in Infratil shares. This
section does not (and does not purport to) identify all of the risks related to the future operating and financial performance of Infratil or Infratil’s
operating businesses an investment in Infratil shares, the equity raise, or general market, industry, regulatory or legal risks.Some risks may be unknown
and other risks, currently considered to be immaterial, could turn out to be material.
•Investors should be aware that COVID-19, its effect on the global economy and the actions taken in response by the New Zealand and other
governments, including restrictions on international and domestic movement and the effects on the domestic and global economy, have had a material
adverse effect on some of Infratil’s operating businesses. It is not currently clear when and to what extent these effects mightabate. There is also the
potential for further adverse impacts on Infratil or its operating businesses as COVID-19 continues to affect the world. Infratil will continue to respond to
the challenges facing it based on the best information available to it at the time, but there is no certainty as to the severityor likelihood of such impacts
arising, nor whether any response by Infratil will be effective or can be taken.
•In light of the COVID-19 pandemic, extra care should be taken when assessing the risks associated with investment. The rapidly changing COVID-19
situation is bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital markets have seen equity securities
suffer from spikes in volatility and significant price declines.
•Before deciding whether to invest in Infratil shares, you must make your own assessment of the risks associated with the investment, including the
inherent risks from investing in shares and the uncertainties due to the impact of COVID-19 noted above, and consider whether such an investment is
suitable for you having regard to all other publicly available information, your personal circumstances and following consultation with your financial and
other professional advisers.
Ongoing Impact of COVID-19 on Operating Businesses
•The ongoing spread of COVID-19, its effect on the global economy and the actions taken in response by the New Zealand and other governments has
impacted Infratil’s operating businesses in different ways. Those impacts are expected to continue in FY2021 and potentially beyond that period. For
example:
-Vodafone’s roaming revenue has been adversely impacted, and these effects will likely continue while COVID-19 related travel restrictions remain in
place
-Infratil expects a slowdown in tax equity markets and corporate Power Purchase Agreements in FY2021 to impact the rate of newdevelopment at
Longroad Energy
-Trustpower’s performance is likely to be impacted by a slowdown in demand for power and potential for lower average wholesaleprices in FY2021
as well as the potential for lower cash collections from retail customers
-Wellington Airport’s performance is likely to be severely impacted by ongoing COVID-19 related travel restrictions and reduced passenger volumes
-RetireAustralia’s portfolio is likely to be affected by a slowdown in demand and a general softening in the Australian housing market being
experienced in the wake of COVID-19,which is likely to impact resale volumes and prices and therefore increase working capital requirements
•Although Infratil identified the expected impacts on its operating businesses as part of its FY2020 financial results and annualreport released to NZX
and ASX on 29 May 2020, as well as its market update released to NZX and ASX on 8 April 2020, given the ongoing uncertainty overthe duration and
impact of COVID-19 Infratil is not able to identify all of the potential adverse impacts on its operating businesses. As has already been announced,
Infratil will not be providing FY2021 group earnings or dividend guidance until it has sufficient certainty as to the performance of its operating
businesses.
InfratilInvestor Presentation –9 June 2020
Key Risks
Relating to
the Equity
Raise
20
Access to Capital
•Infratil considers that the Infratil wholly owned group, its subsidiaries and its associates have a strong liquidity positionand sufficient access to capital.
•However, as has already been announced, Wellington Airport and RetireAustralia (as Infratil’s operating businesses most affectedby COVID-19) have
sought accommodation from their lenders to ensure that they have sufficient capital to support their businesses through this period. RetireAustralia
has completed that process and Wellington Airport has secured the requested accommodations with its banks. However, although thecovenant
waivers sought by Wellington Airport are substantially agreed with the U.S. Private Placement note holder, the legal documentation has not yet been
agreed (although it is expected to be finalised by 30 June 2020).
•If Wellington Airport is unable to finalise legal documentation with the U.S. Private Placement note holder, or if the impacts of COVID-19 result in
more adverse outcomes for Infratil’s operating businesses than currently expected, there is a risk that operating entities may have insufficient capital
to meet financial and operational requirements. In that scenario, Infratil and these businesses would likely look to access additional equity and/or debt
funding, or take other measures, to address their expected financial requirements. Taking such steps could have a further adverse effect on Infratil’s
financial performance, and the performance of Infratil’s share price.
Risks Relating to Growth Opportunities
•Infratil’s business strategy involves it continuing to seek growth opportunities, either through its existing operating businesses or direct growth
opportunities.
•The capital raise is designed to position Infratil to access these opportunities. However, current market conditions exacerbate the risks in respect of
executing on growth opportunities, including conducting due diligence, managing regulatory consents, reaching agreement on valuations and
integrating growth opportunities into existing businesses.
•Growth opportunities may also be more challenging to execute within normal timeframes and normal budgets in the current environment.
Appendix C
Foreign Selling
Restrictions
InfratilInvestor Presentation –9 June 2020
Foreign
Selling
Restrictions
22
International Offer Restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of Infratilin any jurisdiction in which it would be unlawful. In particular,
this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent
permitted below.
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure
in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of theAustralian Corporations Act
2001 (Cth) (the “Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the
purposes of Australian law and is not required to, and does not, contain all the information which would be required in a "disclosure document" under
Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the
Australian Securities Exchange and Infratil is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of
Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their
issue may, under section 707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the
Corporations Act apply to the re-sale.
Canada (British Columbia, Ontario and Quebec provinces only)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons
to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no
circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the
Provinces to persons that are "accredited investors" within the meaning of NI 45-106 –Prospectus Exemptions, of the Canadian Securities Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the
offering of New Shares and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the
Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed
and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provincesmust be made in
accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and
prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result,
Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Infratil as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process
within Canada upon Infratil or its directors or officers. All or a substantial portion of the assets of Infratil and such persons may be located outside Canada
and, as a result, it may not be possible to satisfy a judgment against Infratil or such persons in Canada or to enforce a judgment obtained in Canadian
courts against Infratil or such persons outside Canada.
Unless otherwise stated, any financial information contained in this document has been prepared in accordance with New Zealand Financial Reporting
Standards.
InfratilInvestor Presentation –9 June 2020
Foreign
Selling
Restrictions
23
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may haveatlaw, rights of rescission or
to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be
exercised within prescribed time limits and are subject to the defensescontained in applicable securities legislation. Prospective purchasers should refer to
the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of
the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-
106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting
securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of
action for damages and/or rescission against Infratilif this document or any amendment thereto contains a misrepresentation. If a purchaser elects to
exercise the right of action for rescission, the purchaser will have no right of action for damages against Infratil. This right of action for rescission or
damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section130.1 of the Securities Act
(Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall
be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or,
alternatively, may elect to exercise a right of rescission against Infratil, provided that:
a)Infratilwill not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation;
b)in an action for damages, Infratilis not liable for all or any portion of the damages that Infratilproves does not represent the depreciation in value of
the New Shares as a result of the misrepresentation relied upon; and
c)in no case shall the amount recoverable exceed the price at which the New Shares were offered.
Section138 of the Securities Act(Ontario) provides that no action shall be commenced to enforce these rights more than:
a)in the case of any action for rescission, 180days after the date of the transaction that gave rise to the cause of action; or
b)in the case of any action, other than an action for rescission, the earlier of (i) 180days after the purchaser first had knowledge of the fact giving rise
to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action.
These rights are in addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes
payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related matters in this document is not
a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be
drawn up in the English language only. Par la réceptionde cedocument, chaqueinvestisseurcanadienconfirmepar les présentesqu’ila expressémentexigé
que tousles documents faisantfoiouse rapportantde quelquemanière que cesoità la vente des valeursmobilièresdécritesaux présentes(incluant, pour
plus de certitude, touteconfirmation d’achatoutout avis) soientrédigésenanglaisseulement.
InfratilInvestor Presentation –9 June 2020
Foreign
Selling
Restrictions
24
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and
Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to
permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be
offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person
for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Shares that areorare intended to be
disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No
person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the publicinHong Kong within six
months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the
offer. If you are in doubt about any of the contents of this document, you should obtain independent professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June
2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of theNorwegian Securities
Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities
Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for being deemed to be professional and for which an
investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with
the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offeror sale, or invitation
for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to,
and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of Infratil’sshares, (ii) an "institutional investor" (as defined in the
SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above,
please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves withthe SFA provisions
relating to resale restrictions in Singapore and comply accordingly.
InfratilInvestor Presentation –9 June 2020
Foreign
Selling
Restrictions
25
Switzerland
The offering of the Securities in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA")
because such offering is made to professional clients within the meaning of the FinSAonly and the Securities will not be admitted to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. This document does not constitute a prospectus pursuant to theFinSA, art. 652a, or art. 752
of the Swiss Code of Obligations (in its version applicable during the transitory period after entering into force of FinSAon January 1, 2020) or a listing
prospectus within the meaning of art. 27 et seqq. of the SIX Listing Rules (in their version enacted on January 1, 2020, and to be applied during the
transitory period), and no such prospectus has been or will be prepared for or in connection with the offering of the Securities.
United Arab Emirates (excluding financial zones)
Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and Commodities Authority ("ESCA") or
any other governmental authority in the United Arab Emirates. Infratil has not received authorisation from the ESCA or any othergovernmental authority to
market or sell the New Shares within the United Arab Emirates. This document does not constitute, and may not be used for thepurpose of, an offer of
securities in the United Arab Emirates (excluding the Dubai International Financial Centre and the Abu-Dhabi Global Market). No services relating to the
New Shares, including the receipt of applications, may be rendered within the United Arab Emirates (excluding the Dubai International Financial Centre and
the Abu-Dhabi Global Market).
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in
the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been
published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) inthe United Kingdom, and the
New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in
circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed,
published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale
of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the
United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Infratil.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to
investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as
amended ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments towhich this document relates
are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Anyperson who is not a relevant
person should not act or rely on this document or any of its contents.
United States
This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which
such an offer would be illegal. The New Shares to be offered and sold in the Placement and the SPP have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the
New Shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt
from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws ofany state or other jurisdiction of
the United States. The securities to be offered and sold in the SPP may not be offered or sold, directly or indirectly, in the United States or to any person
that is acting for the account or benefit of a person in the United States.
---
100421148/4307544.1
9 June 2020
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
ASX Limited
20 Bridge Street
Sydney NSW 2000
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL
MARKETS CONDUCT REGULATIONS 2014
1 Infratil Limited (NZX/ASX: IFT) (Infratil) has announced that it intends to undertake
a capital raising, comprising:
1.1 a fully underwritten placement of NZ$250 million of newly issued ordinary
shares to institutional and other select investors (Placement); and
1.2 a share purchase plan to Infratil’s eligible existing shareholders with a
registered address in New Zealand or Australia to raise NZ$50 million (subject
to any acceptance of oversubscriptions), which is not underwritten (the SPP),
together, the Offer. Pursuant to clause 20(1)(a) of Schedule 8 to the Financial
Markets Conduct Regulations 2014 (FMC Regulations), the Financial Markets
Conduct Act 2013 (FMCA) and the Australian Corporations Act 2001 (Cth)
(Corporations Act), Infratil states that:
1.3 Infratil is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA; and
1.4 Infratil is giving this notice under:
(a) clause 20(1)(a) of Schedule 8 to the FMC Regulations;
(b) paragraph 708A(12G) of the Corporations Act, as notionally inserted by
ASIC Instrument 20-0571; and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 as amended by ASIC Instrument 20-0571.
2 Infratil will issue the relevant securities under the Offer without disclosure to
investors under Part 6D.2 of the Corporations Act.
3 As at the date of this notice:
3.1 Infratil is in compliance with the continuous disclosure obligations that apply
to it in relation to Infratil’s quoted ordinary shares;
100421148/4307544.1
2
3.2 Infratil is in compliance with its financial reporting obligations (as defined in
clause 20(5) of Schedule 8 to the FMC Regulations);
3.3 Infratil has complied with its obligations under Rule 1.15.2 of the ASX Listing
Rules; and
3.4 there is no information that is “excluded information” as defined in clause
20(5) of Schedule 8 to the FMC Regulations in respect of Infratil.
4 The Offer is not expected to have any effect on the control of Infratil within the
meaning set out in clause 48 of Schedule 1 to the FMCA.
This notice has been authorised for release to NZX and ASX by:
Phillippa Harford
Chief Financial Officer
5 Market Lane
Wellington 6011
Infratil Limited
---
Corporate Action Notice
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Infratil Limited
Class of Financial Product Ordinary shares
NZX ticker code IFT
ISIN (If unknown, check on NZX
website)
NZIFTE0003S3
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date In respect of shareholders on the Australian sub-
register, 5 June 2020.
In respect of all other shareholders, 8 June 2020.
Ex-Date (one business day before the
Record Date)
5 June 2020
Currency NZD
Section 6: Share purchase plans (delete if not applicable)
Number of financial products to be
issued
OR
Maximum dollar amount of
Financial Products to be issued
Up to NZ$50,000 per shareholder / beneficial owner with
a registered address in New Zealand or Australia, for an
aggregate offer size of up to NZ$50 million. IFT reserves
the right to, at is absolute discretion, allow
oversubscriptions to the extent required to further enable
shareholders to achieve a pro-rata allocation.
Minimum application amount (if
any)
No minimum
Exercise Price The lower of:
- The price paid by investors in IFT’s Placement
announced on 9 June 2020; and
- A 2.5% discount to the volume weighted average
price during the last five trading days of the offer
period.
Scaling reference date By reference to holdings at Record Date
Closing Date 25 June 2020
Allotment Date 2 July 2020
2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Phillippa Harford
Contact person for this announcement Mark Flesher
Contact phone number +64 4 473 2399
Contact email address mark.flesher@hrlmorrison.com
Date of release through MAP 9 June 2020
---
This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.10.3
+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia,
the +securities proposed to be issued are in an existing class of +security but the event timetable
includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN
code for the rights and/or the deferred settlement +securities. Further information on the requirement
for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create
the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
Infratil Limited (“Infratil”)
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ARBN 144 728 307
1.3 *ASX issuer code IFT
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be
provided for an update.
1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
1.5 *Date of this announcement 9 June 2020
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your listing adviser if you are
unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☒ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
☐ Non-renounceable
☐ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 3
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Are any of the following approvals required
for the +bonus issue to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before business day 0 of
the Appendix 7A bonus
issue timetable.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 4
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
2B.2 *Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
2C.4 *Record date
Same as Q2C.1 above
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 5
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 6
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Are any of the following approvals required
for the entitlement offer to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before
+
business day 0
of the relevant Appendix
7A entitlement offer
timetable.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 7
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3B.2 *Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
☐Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3B.9 *Has the offer price been determined?
3B.9a *What is the offer price per +security?
Answer this question if your response to Q3B.9 is “Yes”
using the currency specified in your answer to Q3B.8.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 8
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
3C.4 *Record date
Same as Q3C.1 above
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
12pm Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date.
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 9
3C.10 *Last day for entity to announce the results
of the offer to ASX, including the number
and percentage of +securities taken up by
existing +security holders and any shortfall
taken up by underwriters or other investors
No more than 3 business days after the offer closing
date
3C.11 *Issue date
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
3C.13
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2 *Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined?
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 10
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes” using the currency specified in your answer to
Q3D.8.
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q5B.9c is “Yes”.
3D.10 *Has the offer price for the retail offer been
determined?
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 11
3D.10a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes” using the currency specified in your answer to
Q3B.8.
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
3E.1b *Announcement date of accelerated offer
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
3E.4 *Rights trading commences
For PAITREO offers only
3E.5
*Date offer will be made to eligible
institutional +security holders
3E.6 *Application closing date for institutional
+security holders
3E.7 *Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 12
3E.10 *Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
3E.11 *+Issue date for institutional +security
holders
3E.12 *Normal trading of new +securities issued
under institutional entitlement offer
3E.13 *Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by 12pm Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
3E.14
*Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date.
3E.16 *Rights trading end date
For PAITREO offers only
3E.17 *Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
3E.18 *Entity announces results of the retail offer
to ASX, including the number and
percentage of +securities taken up by
existing retail +security holders
3E.19 *Bookbuild for any shortfall (if applicable)
For all offers except JUMBO, ANREO
3E.20 *Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
3E.21 *+Issue date for retail +security holders
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date. This is the last day for the entity to
issue the securities taken up in the pro rata issue and
lodge an Appendix 2A with ASX to apply for quotation
of the securities. Deferred settlement trading will end at
market close on this day.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 13
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).
Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1 *Will there be a lead manager or broker to
the proposed offer?
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.2 *Is the proposed offer to be underwritten?
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
3F.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 14
3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 15
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
3G.3
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 16
3G.4 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
3G.6 *URL on the entity's website where
investors can download information about
the proposed issue
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8
*Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 17
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Are any of the following approvals required
for the offer of +securities under the
+securities purchase plan issue to be
unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1 *Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
IFT fully paid ordinary shares
4B.2 *Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
IFT fully paid ordinary shares
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 18
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
NZ$50 million
Infratil reserves the right to, at its absolute
discretion, allow oversubscriptions
4B.4
*Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
No
4B.5a
*Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
No
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
NZ$50,000
4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
4B.9
*Will a scale back be applied if the offer is
over-subscribed?
Yes
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
Infratil may scale back the number of Shares
to be allotted under the SPP to each
Applicant having regard to the shareholders’
holding of Shares at the Record Date of the
Offer and otherwise at its discretion.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD in relation to New Zealand retail
shareholders.
AUD in relation to Australian retail
shareholders.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 19
4B.11 *Has the offer price been determined? No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
The Shares will be issued at the lower of the
price paid by investors in Infratil’s recent
Placement and a 2.5% discount to the five
day volume weighted average price of
Infratil shares traded on NZX during the five
NZX trading days up to, and including, the
Closing Date. For Australian residents, the
issue price will be determined by reference
to the NZ$:A$ exchange rate published by
the New Zealand Reserve Bank on its
website at 7:00pm New Zealand time on the
Closing Date.
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
be made prior to the commencement on trading on the
announcement date.
9 June 2020
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
In respect of shareholders on the Australian
sub-register, 5 June 2020.
In respect of all other shareholders, 8 June
2020.
4C.3
*Date on which offer documents will be
made available to investors
12 June 2020
4C.4 *Offer open date 12 June 2020
4C.5 *Offer closing date 25 June 2020
4C.6 *Announcement of results
Per Appendix 7A section 12 of the Listing Rules, the
entity should announce the results of the security
purchase plan no more than 3 business days after the
offer closing date
30 June 2020
4C.7 *+Issue date
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 7 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before 12pm Sydney time on this day
2 July 2020
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 20
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1
*Does the offer under the +securities
purchase plan meet the requirements of
listing rule 7.2 exception 5 that:
• the number of +securities to be issued is
not greater than 30% of the number of
fully paid +ordinary securities already on
issue; and
• the issue price of the +securities is at
least 80% of the +volume weighted
average market price for +securities in
that +class, calculated over the last 5
days on which sales in the +securities
were recorded, either before the day on
which the issue was announced or before
the day on which the issue was made?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
4D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 21
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1
*Will there be a lead manager or broker to
the proposed offer?
Yes
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
UBS New Zealand Limited
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
Fees payable to UBS in respect of
underwriting placement only
4E.2 *Is the proposed offer to be underwritten? No
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
4E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 22
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
None
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 23
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☒ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
4F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
All countries other than New Zealand and
Australia
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
www.infratilshareoffer.co.nz
4F.5 Any other information the entity wishes to
provide about the proposed offer
No
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 24
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply to non-pro
rata issues to existing security holders.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1 *Are any of the below approvals required for
the non-pro rata offer of +securities under a
+disclosure document or + PDS?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 25
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1 *Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
5B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
5B.6
*Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
5B.7 *Will a scale back be applied if the offer is
over-subscribed?
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
5B.9 *Has the offer price been determined?
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 26
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
5B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
5B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
5C.2 *Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
5C.3 *Offer open date
5C.4 *Closing date for receipt of acceptances
5C.6 *Proposed +issue date
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 27
5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
5D.1c
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees
and expenses
Question
No.
Question Answer
5E.1 *Will there be a lead manager or broker to
the proposed offer?
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.2 *Is the proposed offer to be underwritten?
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 28
5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
5E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
5E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 29
5E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
5E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
5E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
5F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
5F.3
*Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
5F.4 *URL on the entity’s website where
investors can download the +disclosure
document or +PDS
5F.5 Any other information the entity wishes to
provide about the proposed offer
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 30
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply
to non-pro rata issues to existing security holders.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1 *Are any of the below approvals required for
the non-pro rata offer to wholesale investors
under an information memorandum issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity required to be given/met for
the offer to wholesale investors under
an information memorandum issue.
6A.1a Conditions
Answer these questions if your response to 6A.1 is Yes
Select the applicable approvals from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – offer details
Question
No.
Question Answer
6B.1 *Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 31
6B.2 *The number of +securities to be offered
under the +information memorandum
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
6B.4 *Will the entity be entitled to accept over-
subscriptions?
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
6B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
6B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
6B.9 *Has the offer price been determined?
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
6B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 32
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
6B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.6 *Proposed +Issue date
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 33
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
6D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1
*Will there be a lead manager or broker to
the proposed offer?
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.2 *Is the proposed offer to be underwritten?
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 34
6E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
6E.3a
* Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 35
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
6F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
6F.3 *The entity’s allocation policy for the offer,
including whether or not acceptances from
existing +security holders will be given
priority
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
6F.5 Any other information the entity wishes to
provide about the proposed offer
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 36
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Are any of the following approvals required
for the placement or other type of issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 Number of +securities proposed to be
issued
52,521,008
7B.2
*Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 37
7B.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.1 is
“Yes”.
NZD
7B.2b *What is the issue price per +security
Answer this question if your response to Q7B.1 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.1a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.1 as “No” and complete Q7B.1c.
$4.76
7B.2c Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
7B.2d Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 15 June 2020
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
7D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 38
7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
7D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
7D.2 *Is a party referred to in listing rule 10.11.1
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
No
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 39
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
UBS New Zealand Limited
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Fees payable to UBS in respect of
underwriting placement only
7E.2 *Is the proposed issue to be underwritten? Yes
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
UBS New Zealand Limited
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
100%
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
UBS will be paid an underwriting fee equal
to 1.75% (plus GST, if any) of the gross
proceeds of the placement.
Infratil may also pay UBS an incentive fee of
up to 0.25% of the gross proceeds of the
placement at Infratil’s absolute discretion.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 40
7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
Termination events which are customary for
an offer of this nature, including:
Material Adverse Event
Occurrence of an event or events, which in
the reasonable opinion of the underwriter
has a materially adverse effect on the assets
or performance of the Issuer, the Placement
or the offer materials, among other things.
Market Fall
The level of the NZX 50 Index or the ASX
200 Index falls by a prescribed amount and
for a prescribed duration (specified in the
Underwriting Agreement).
Disclosures
False, misleading, incomplete or deceptive
disclosures made by Infratil in the offer
materials or otherwise in connection with the
Placement.
Regulatory Action
Regulatory action or judicial challenge by a
government entity relating to the offer.
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
Standard share registry, external advisers
and ASX administrative fees
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 41
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☒ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
7F.3
Any other information the entity wishes to
provide about the proposed issue
None
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 42
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
Note: If the +securities referred to in this form are being offered under a +disclosure document or
+PDS and the entity selects the first or third option in its response to question 8A.1 above (existing
quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the
purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for
quotation of those +securities. However, once the final number of +securities offered under the
+disclosure document or +PDS is known, the entity must complete and lodge with ASX an
Appendix 2A applying for the quotation of that number of +securities.
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.
Question Answer
8B.1 *ASX security code & description IFT fully paid ordinary shares
8B.2a
*Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 43
8B.2e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”.
Select “Other” for performance shares/units and
performance options/rights or if the selections available
in the list do not appropriately describe the security
being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 44
8C.4e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
*Will there be CDIs issued over the
+securities?
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
*Is it a partly paid class of +security?
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 45
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).
*Expiry date
The date on which the options expire or terminate.
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
8C.7c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 46
*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
*First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
*Interest rate per annum
Answer this question if the interest rate type is fixed.
*Is the interest rate per annum estimated at
this time?
Answer this question if the interest rate type is fixed.
*If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.
*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is floating
or indexed.
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed.
*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 47
*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 48
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
Introduced 01/12/19; amended 31/01/20
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.