Interest Rate Set on Retail Bond Offer

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Investore Property Limited
Final
Terms Sheet
$125,000,000 7 Year
Senior Secured Fixed Rate Bonds
Dated 21 August 2020
Arranger & Joint Lead ManagerJoint Lead Managers

Investore Property Limited Final Terms Sheet 2020Investore Property Limited Final Terms Sheet 202023
Dated 21 August 2020
Senior Secured Fixed Rate Bonds due
31 August 2027
This terms sheet (Terms Sheet) sets out the key terms
of the offer by Investore Property Limited (Investore)
of $125,000,000 of 7 year senior secured fixed
rate bonds maturing on 31 August 2027 (Bonds) under
its bond master trust deed dated 2 March 2018 (as
amended from time to time) (Trust Deed) as modified
and supplemented by the supplemental deed dated
17 August 2020 entered into between Investore and
Public Trust (Supervisor) (together with the Trust Deed,
Bond Trust Documents).
Unless the context otherwise requires, capitalised terms
used in this Terms Sheet have the same meaning given to
them in the Bond Trust Documents.
Final
Terms Sheet
Important notice
The offer of debt securities by Investore is made in reliance
upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer of
bonds that have identical rights, privileges, limitations and
conditions (except for the interest rate and maturity date) as
Investore’s $100,000,000 senior secured fixed rate bonds
maturing on 18 April 2024 (which have an interest rate of
4.40% p.a.), which are currently quoted on the NZX Debt
Market under the ticker code IPL010 (IPL010 Bonds).
Accordingly, the Bonds offered will be the same class as
the IPL010 Bonds for the purposes of the FMCA and the
Financial Markets Conduct Regulations 2014.
Investore is subject to a disclosure obligation that requires it
to notify certain material information to NZX Limited (NZX)
for the purpose of that information being made available to
participants in the market and that information can be found
by visiting www.nzx.com/companies/ipl.
The IPL010 Bonds are the only debt securities of Investore
that are currently quoted in the same class as the Bonds.
Investors should look to the market price of the IPL010
Bonds referred to above to find out how the market assesses
the returns and risk premium for those bonds. When
comparing the yield of two debt securities, it is important
to consider all relevant factors (including the credit rating
(if any), maturity and the other terms of the relevant debt
securities).
Issuer
Investore Property Limited
Description
Senior secured fixed rate 7 year bonds
Opening Date
Monday, 17 August 2020
Closing Date
11.00am on Friday, 21 August 2020
Rate Set Date
Friday, 21 August 2020
Issue Date
Monday, 31 August 2020
Expected Quotation on
NZX Debt Market
Tuesday, 1 September 2020
Maturity Date
Tuesday, 31 August 2027
Purpose
The net proceeds of the offer will be used to repay a portion of existing bank debt.
The offer will also provide further diversification of funding sources and extend the
tenor of Investore’s debt
Issue Amount
$125,000,000
Security
The Bonds are secured by first ranking mortgages (the Mortgages) granted by Investore
over its properties (the Mortgaged Properties) and by security interests over Investore’s
other assets under a general security deed (subject to limited exceptions) (the General
Security Deed)
The Security Trustee holds the Mortgages and the General Security Deed for all creditors
entitled to their benefit, which currently includes (in addition to the Supervisor and the
Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis
Financial Covenant
Investore agrees to ensure that the total principal amount of all outstanding borrowed
money secured by the Mortgages and the General Security Deed is not more than 65%
of the total value of all Mortgaged Properties (including, in respect of any development,
capital expenditure incurred during the development phase since the date of the most
recent valuation) (the Loan to Value Ratio)
A breach of the Loan to Value Ratio which is not remedied within (approximately)
13 months of that breach being disclosed to the Supervisor in a compliance certificate, will
be an Event of Default. Refer to the Bond Trust Documents for more detail on the covenant
Distribution Stopper
Investore is not permitted to make any distribution, such as declaring a dividend to
Investore shareholders, if an Event of Default is continuing or if it would result in an Event
of Default. Full details of the Events of Default are set out in the Bond Trust Documents
Final
Terms Sheet (cont.)

Investore Property Limited Final Terms Sheet 2020Investore Property Limited Final Terms Sheet 202045
Final
Terms Sheet (cont.)
No Credit Rating
The Bonds will not be rated
Issue Price
$1.00 per Bond, being the Principal Amount of each Bond
Early Repayment
Holders have no rights to require Investore to redeem the Bonds early except through
the Supervisor in the case of an Event of Default. Investore does not have the right to
redeem the Bonds early
Further Indebtedness
Investore may, without the consent of the Holders of the Bonds, issue additional
securities or other debt obligations on such other terms and conditions as Investore
may think fit
Interest Rate
2.40% per annum
The Interest Rate for the Bonds has been set as the higher of:
• the minimum Interest Rate of 2.40% per annum (as announced to the market on
17 August 2020); and
• the sum of the Swap Rate and the Issue Margin (each as calculated on the Rate Set
Date following the bookbuild)
The Swap Rate on the Rate Set Date was 0.31% per annum and the Issue Margin was
set by Investore (in conjunction with the Joint Lead Managers) at 2.00% per annum
Accordingly, the minimum Interest Rate of 2.40% per annum applies to the Bonds
Issue Margin
2.00% per annum
Swap Rate
The mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Investore, according to market convention, with reference to Bloomberg page ‘ICNZ4’
(or any successor page) on the Rate Set Date and expressed on a quarterly basis
(rounded to 2 decimal places, if necessary, with 0.005 being rounded up)
Interest Payments
Quarterly in arrear in equal payments
Interest Payment Dates
28 February, 31 May, 31 August and 30 November each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date. The first
Interest Payment Date will be 30 November 2020
Record Date
5.00pm on the date that is 10 days before the relevant scheduled Interest Payment
Date or, if that is not a Business Day, the immediately preceding Business Day
Business Days
Days on which the NZX is open for trading
Firm Brokerage
0.75% on firm allocations to be paid by Investore
ISIN
NZIPLDT002C1
NZX Debt Market Quotation
Application has been made to NZX for permission to quote the Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the distribution of this Terms Sheet have been duly complied with.
However, NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a
licensed market operator, and the NZX Debt Market is a licensed market under the FMCA
NZX ticker code IPL020 has been reserved for the Bonds
Minimum Application Amount
and Denominations
$5,000 and multiples of $1,000 thereafter
Transfer Restrictions
Holders are entitled to sell or transfer their Bonds at any time subject to the terms of
the Bond Trust Documents and applicable securities laws and regulations. Investore or
the Securities Registrar may decline to accept or register a transfer of the Bonds for the
reasons set out in the Bond Trust Documents
No transfer may be made if the transfer would result in the transferee holding or
continuing to hold Bonds with a Principal Amount of less than $5,000 (other than zero)
or not in multiples of $1,000
Governing Law
New Zealand
Who May Apply & How to Apply
All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint
Lead Managers, institutional investors and other persons invited to participate in the
bookbuild. There will be no public pool for the Bonds
Investors should contact any Joint Lead Manager, their financial adviser or any Primary
Market Participant for details on how they may acquire Bonds. You can find a Primary
Market Participant by visiting
https://www.nzx.com/services/market-participants/find-a-participant
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be at
Investore’s discretion, in consultation with the Joint Lead Managers. Investore reserves
the right to refuse all or any part of an application without giving any reason
Each investor’s financial adviser will be able to advise them as to what arrangements
will need to be put in place for the investors to trade the Bonds including obtaining
a common shareholder number (CSN), an authorisation code (FIN) and opening an
account with a Primary Market Participant, as well as the costs and timeframes for
putting such arrangements in place
Arranger
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) (Westpac)
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Limited and Westpac
Supervisor
Public Trust
Final
Terms Sheet (cont.)

Investore Property Limited Final Terms Sheet 20207Investore Property Limited Final Terms Sheet 20206
Final
Terms Sheet (cont.)
Address
Details
Security Trustee
New Zealand Permanent Trustees Limited
Securities Registrar
Computershare Investor Services Limited
Selling Restrictions
Investore does not intend that the Bonds be offered for sale, and no action has been
taken or will be taken to permit a public offering of Bonds, in any jurisdiction other
than New Zealand. Bonds may only be offered for sale or sold in conformity with all
applicable laws and regulations in any jurisdiction in which they are offered, sold or
delivered. This Terms Sheet may not be published, delivered or distributed in or from
any country other than New Zealand
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Investore, the Supervisor and the Joint Lead Managers for any loss suffered as a
result of any breach by you of the selling restrictions referred to in this Terms Sheet
The dates set out in this Terms Sheet are indicative only and are subject to change. Investore may, in its absolute discretion and
without notice, vary the timetable (including by opening or closing the offer described in this Terms Sheet early, accepting late
applications and extending the Closing Date). If the Closing Date is extended, subsequent dates may be extended accordingly.
Investore reserves the right to cancel the offer described in this Terms Sheet and the issue of the Bonds, in which case all
application monies received will be refunded (without interest) as soon as practicable.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the
content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Copies of the Bond Trust Documents are available on the website (managed by Investore) for the offer of the Bonds
www.investoreproperty.co.nz/bondoffer. Investors should seek qualified, independent financial and taxation advice before
deciding to invest. In particular, investors should consult their tax adviser in relation to their specific circumstances. Investors
will be personally responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with
the financial arrangements rules (if applicable) and payment of provisional or terminal tax (if required) on interest derived.
For further information regarding Investore, visit www.nzx.com/companies/ipl.
Investore has been designated as a “Non-Standard” (NS) issuer by NZX because Stride Investment Management Limited has
the right to appoint two directors to the Investore Board. A copy of the waivers granted by NZX in respect of Investore can be
found at www.nzx.com/companies/ipl.
Further waivers granted by NZX which relate to Investore can be found at www.nzx.com/companies/SPG.
Issuer
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
investoreproperty.co.nz
Directors
Mike Allen – Independent Director (Chair)
Gráinne Troute – Independent Director
Adrian Walker – Independent Director
John Harvey – SIML Appointed Director
Tim Storey – SIML Appointed Director
Supervisor
Public Trust
Level 9, 34 Shortland Street
Auckland 1010
Security Trustee
New Zealand Permanent Trustees Limited
Level 9, 34 Shortland Street
Auckland 1010
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
09 488 8777
Legal Adviser
Bell Gully
Level 21, Vero Centre
Auckland 1010
Level 21, ANZ Centre
Wellington 6140
Arranger
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 942 822
Joint Lead Managers
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
0800 269 476
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
0800 367 227
Jarden Limited
Level 32, PwC Tower
15 Customs Street West, Commercial Bay
Auckland 1010
0800 005 678
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 942 822

Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320, Victoria Street West
Auckland 1142
New Zealand
T + 64 9 912 2690

W investoreproperty.co.nz