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ARGOSY SETS INTEREST RATE AND FINAL OFFER SIZE

Debt Issuance16 October 2020ARGReal Estate

1 ⸺
Argosy Property Limited (‘Argosy’) has announced that, following a successful bookbuild for its

offer (‘Offer’) of senior secured fixed rate 7 year green bonds (‘Green Bonds’), the Offer has

closed and $125,000,000 of Green Bonds have been allocated to participants in the bookbuild

process.

All the Green Bonds have been allocated to participants (or their clients) in the bookbuild

process as there was no public pool.

The interest rate for the Green Bonds has been set at 2.20% per annum, which is the minimum

interest rate set out in the indicative terms sheet for the Green Bonds dated 12 October 2020.

The margin has been set at 1.95% per annum. The Green Bonds are expected to be quoted on

the NZX Debt Market on 28 October 2020 under the ticker code ARG030.

A copy of the final terms sheet is attached.

ARRANGER & JOINT LEAD

JOINT LEAD MANAGER MANAGERS

0800 269 476 0800 367 227 0800 742 7370800 005 678 0800 942822

− END −

Market Release

16 October 2020

ARGOSY SETS INTEREST RATE AND CONFIRMS FINAL

ISSUE SIZE FOR GREEN BOND OFFER

ENQUIRIES

Peter Mence

Chief Executive Officer

Argosy Property Limited

Telephone: 09 304 3411

Email: pmence@argosy.co.nz

Dave Fraser

Chief Financial Officer

Argosy Property Limited

Telephone: 09 304 3469

Email: dfraser@argosy.co.nz

Stephen Freundlich

Head of Investor Relations

Argosy Property Limited

Telephone: 09 304 3426

Email: sfreundlich@argosy.co.nz

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JOINT LEAD MANAGERS
ARRANGER &

JOINT LEAD MANAGER

Final

Terms Sheet

for an issue of $125,000,000 senior secured fixed rate green

bonds due 27 October 2027

16 OCTOBER 2020

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Argosy Property Limited | Final Terms Sheet

This final terms sheet (“Terms Sheet”) sets out the key terms of the offer (“Offer”) by Argosy Property Limited (“Argosy”) of

NZ$125,000,000 of seven year senior secured fixed rate green bonds maturing on 27 October 2027 (“Green Bonds”). The Green

Bonds are to be issued pursuant to a master trust deed dated 30 January 2019 as amended and supplemented by a supplemental trust

deed dated 9 October 2020 entered into between Argosy and The New Zealand Guardian Trust Company Limited (“Supervisor”)

(together with the master trust deed, the “Trust Deed”). Unless defined in this Terms Sheet or the context otherwise requires,

capitalised terms used in this Terms Sheet have the same meaning as given to them in the Trust Deed.

Important Notice

The offer of Green Bonds by Argosy is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets

Conduct Act 2013 (“FMCA”).

The Offer contained in this Terms Sheet is an offer of Green Bonds that have identical rights, privileges, limitations and conditions

(except for the interest rate and maturity date) as:

• Argosy’s $100 million senior secured fixed rate green bonds maturing on 27 March 2026, which have a fixed interest rate of 4.00%

per annum and are currently quoted on the NZX Debt Market under the ticker code ARG010; and

• Argosy’s $100 million senior secured fixed rate green bonds maturing on 29 October 2026, which have a fixed interest rate of

2.90% per annum and are currently quoted on the NZX Debt Market under the ticker code ARG020;

(together, the “Existing Green Bonds”).

Accordingly, the Green Bonds are the same class as the Existing Green Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014.

Argosy is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) for the

purpose of that information being made available to participants in the market and that information can be found by visiting

www.nzx.com/companies/ARG.

The Existing Green Bonds are the only debt securities of Argosy that are currently quoted and in the same class as the Green Bonds.

Investors should look to the market price of the Existing Green Bonds to find out how the market assesses the returns and risk

premium for those bonds.

Issuer

Argosy Property Limited

Instrument

Senior secured fixed rate green bonds

Issue Amount

NZ$125,000,000

Use of proceeds

The proceeds of the offer are intended to be used to refinance existing bank debt that supports

“Green Assets”. Green Assets are office, industrial or retail buildings, including upgrades,

owned or undertaken by Argosy or its subsidiaries that meet the criteria established in

Argosy’s “Green Bond Framework” dated 7 February 2019 (as amended from time to time).

The funds from the Green Bonds may be internally allocated to other Green Assets in

accordance with the Green Bond Framework.

The Supervisor has no obligations in relation to the application of the proceeds of the

Green Bonds.

Ernst & Young Limited (“EY”) has provided an independent third party review of the

Green Bond Framework against the Green Bond Principles published by the International

Capital Markets Association. Following that review, EY has issued a limited assurance

report to Argosy in relation to the proposed use of funds raised through the issuance of

the Green Bonds, including its Green Bond Framework.

A copy of the Green Bond Framework and the report from EY is available at

www.argosy.co.nz/investor-centre/greenbondframework/

Opening Date

Monday 12 October 2020

Rate Set Date

Friday 16 October 2020

Closing Date

12pm, Friday 16 October 2020

Issue Date

Tuesday 27 October 2020

Expected Quotation on

NZX Debt Market

Wednesday 28 October 2020

Maturity Date

Wednesday 27 October 2027

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Argosy Property Limited | Final Terms Sheet

Interest Rate

The Interest Rate for the Green Bonds is the higher of:

• the minimum Interest Rate of 2.20 percent per annum (as announced to the market on

12 October 2020); and

• the sum of the Base Rate and the Margin (each as determined on the Rate Set Date).

The Base Rate on the Rate Set Date was 0.23 percent per annum and the Margin was

determined by Argosy (in consultation with the Arranger through the bookbuild) at

1.95 percent per annum.

Accordingly, the minimum Interest Rate of 2.20 percent per annum will apply to the

Green Bonds.

Margin

1.95 percent per annum

Base Rate

The rate per annum (expressed on a percentage yield basis rounded, if necessary, to the nearest

2 decimal places with 5 being rounded up) which is determined by Argosy (in consultation with

the Arranger) as the mid market swap rate for a period from the Issue Date to the Maturity

Date, in accordance with market convention, by reference to Bloomberg page ICNZ4 (or any

successor page) on the Rate Set Date expressed on a quarterly basis.

Interest Payments and Interest

Payment Dates

Interest will be calculated on an annual basis and is payable in equal amounts in arrear on each

quarterly interest payment date, being 27 January, 27 April, 27 July and 27 October (or if that day

is not a Business Day, the next Business Day) of each year up to (and including) the Maturity Date.

The first Interest Payment Date will be 27 January 2021.

Record Date

Payments of interest on the Green Bonds will be made to the persons who are the Holders as at

5pm (New Zealand time) on the 10th calendar day before the relevant Interest Payment Date

(or such other date as required by NZX).

Payments of any other amount will be made to the persons who are the Holders as at 5pm

(New Zealand time) on the date as is determined by Argosy and notified to NZX (or such

other date as required by NZX).

If such date would fall on a day which is not a Business Day, then payments will be made to

persons who are Holders as at the immediately preceding Business Day.

Issue Price

NZ$1.00 per Green Bond, being the Face Value of each Green Bond.

Minimum application amount

Minimum of NZ$5,000 and in multiples of NZ$1,000 thereafter.

Applying for the Green Bonds

All Green Bonds offered under the Offer, including oversubscriptions, will be reserved for

clients of the Joint Lead Managers, NZX Participants and other persons invited to participate

in the bookbuild. There is no public pool for the Green Bonds.

Accordingly, retail investors should contact any Joint Lead Manager or their financial adviser

for details on how they may acquire Green Bonds.

In respect of oversubscriptions or generally, any allotment of Green Bonds will be at Argosy’s

discretion, in consultation with the Joint Lead Managers. Argosy reserves the right to refuse all

or any part of an application without giving any reason.

Minimum transfer amount

You may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate principal

amount and after any transfer you and the transferee must each hold Green Bonds with an

aggregate principal amount of at least NZ$5,000 (or no Green Bonds).

Trading the Green Bonds

Each investor’s financial adviser will be able to advise them as to what arrangements will need

to be put in place for the investors to trade the Green Bonds including obtaining a common

shareholder number (CSN), an authorisation code (FIN) and opening an account with a

primary market participant, as well as the costs and timeframes for putting such arrangements

in place.

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Argosy Property Limited | Final Terms Sheet

No Event of Default in relation

to Green Bond Framework or

Green Bond Principles

If:

• Argosy fails to comply with the Green Bond Framework;

• Argosy or any Green Asset fails to comply with any environmental laws and standards;

• the Green Bonds cease to satisfy the Green Bond Principles; or

• Argosy fails to notify Holders that the Green Bonds cease to comply with the Green Bond

Framework or the Green Bond Principles,

then:

• no Event of Default will occur in relation to the Green Bonds; and

• neither the Holders nor Argosy have any right for the Green Bonds to be repaid early.

This means there is no obligation on Argosy to comply with the Green Bond Framework or the

Green Bond Principles on an ongoing basis.

Guarantors

The obligations of Argosy to pay interest on the Green Bonds and for the repayment of the

Green Bonds on the Maturity Date are guaranteed by certain subsidiaries of Argosy, being

Argosy Property Management Limited and Argosy Property No.1 Limited (together, the

“Guaranteeing Subsidiaries”). The Green Bonds are not guaranteed by any other member

of the Argosy Group (being Argosy and all of its subsidiaries) or by any other person.

Security

The Green Bonds are secured by a general security interest granted by Argosy and the

Guaranteeing Subsidiaries under the General Security Deed over all of their property (except

any property held by it as trustee), together with first ranking Mortgages granted over all of the

land (including the buildings and other fixtures on that land) owned by them.

The guarantee and security interests are granted in favour of the Security Trustee for the benefit

of all of the secured parties under the Security Trust Deed (including Holders, holders of the

Existing Green Bonds, bank facility lenders and hedge providers and any future secured parties)

on an equal ranking basis and can only be enforced in accordance with the Security Trust Deed.

The Supervisor represents the Holders in relation to the Security Trust Deed (that is, individual

Holders do not participate in the administration of the Security Trust Deed).

Security documents

The documents that create or govern the security are:

• the “Security Trust Deed” dated 17 May 2010 as amended most recently by a deed dated

18 October 2018;

• the “General Security Deed” as amended, restated and consolidated on or about

1 September 2014 and as amended and restated most recently by a deed dated

28 February 2018; and

• the “Mortgages” granted by Argosy Property No.1 Limited, being first ranking registered

mortgages over all of the land (including the buildings and other fixtures on that land)

owned by the Guaranteeing Subsidiaries.

Financial Covenant

Under the Trust Deed, Argosy will ensure that the total principal amount of all indebtedness

that is secured pursuant to the Security Trust Deed is no more than 50% of the Secured

Property Value.

If Argosy breaches the loan to value ratio under the Trust Deed, it must remedy the breach

within 6 months of the time that the non-compliance is required to be reported to the

Supervisor. If Argosy does not meet this covenant after that 6 month period, Argosy must

notify the Supervisor and all Holders of the breach, together with its plan to remedy the

breach. If Argosy is still in breach of this covenant after an additional 6 month period,

an Event of Default occurs.

Distribution stopper

Under the Trust Deed, Argosy will not make any distributions if an Event of Default has

occurred and is continuing, or would occur as a result of making that distribution.

Further Debt

Argosy is able to issue further bonds and incur other financial indebtedness without the consent

of Holders on such terms and conditions as Argosy may from time to time determine provided

that Argosy continues to comply with the financial covenant in the Trust Deed.

ISIN

NZARGDT003C2

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Argosy Property Limited | Final Terms Sheet

Quotation

Argosy will take any necessary steps to ensure the Green Bonds are, immediately after issue,

quoted. Application has been made to NZX for permission to quote the Green Bonds on the

NZX Debt Market, and all requirements of NZX relating thereto that can be complied with

on or before the distribution of this Terms Sheet have been duly complied with.

NZX takes no responsibility for the content of this Terms Sheet. NZX is a licensed market

operator, and the NZX Debt Market is a licensed market under the FMCA.

NZX ticker code ARG030 has been reserved for the Green Bonds.

ArrangerANZ Bank New Zealand Limited (“ANZ”)

Joint Lead Managers

ANZ, Forsyth Barr Limited, Hobson Wealth Partners Limited, Jarden Securities Limited and

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).

Supervisor

The New Zealand Guardian Trust Company Limited

Security Trustee

NZGT Security Trustee Limited

Registrar & Paying Agent

Computershare Investor Services Limited

Green Bond Co-ordinator

ANZ

Brokerage

0.50% of the aggregate principal amount of Green Bonds issued, plus 0.25% on firm allocations

to be paid by Argosy.

Governing Law

New Zealand

Selling Restrictions

The Green Bonds are being offered only in New Zealand. Argosy has not taken and will not

take any action which would permit a public offering of the Green Bonds, or possession

or distribution of any offering material in respect of the Green Bonds, in any country or

jurisdiction where action for that purpose is required (other than in New Zealand). The Green

Bonds may only be offered for sale, sold or delivered in a jurisdiction other than New Zealand

in compliance with all applicable laws and regulations in any jurisdiction in which they are offered,

sold or delivered.

Any information memorandum, disclosure statement, circular, advertisement or other offering

material in respect of the Green Bonds may only be published, delivered or distributed in

compliance with all applicable laws and regulations (including those of the country or jurisdiction

in which the material is published, delivered or distributed).

By subscribing for Green Bonds, each investor agrees to indemnify Argosy, the Supervisor,

the Arranger, the Joint Lead Managers and their respective directors, officers, employees and

agents in respect of any loss, cost, liability or expense sustained or incurred as a result of an

investor breaching these selling restrictions.

Tax consequences for overseas

Holders

Except where a Holder elects otherwise and Argosy agrees, or it is not possible under any law,

Argosy intends to apply the AIL regime in order to reduce the rate of non-resident withholding

tax to zero percent.

If the AIL regime changes, Argosy reserves the right not to pay AIL.

Documentation

The terms and conditions of the Green Bonds are set out in the Trust Deed. Holders are bound

by, and are deemed to have notice of, the Trust Deed.

The terms of the guarantee and the security interests are set out in the Security Trust Deed,

the General Security Deed and the Mortgages.

If you require further information in relation to the Trust Deed, the Security Trust Deed, the

General Security Deed or the terms of the Mortgages, you may obtain copies of those documents

by contacting Argosy during usual business hours at its registered office set out below.

The dates and times set out in this Terms Sheet are indicative only and are subject to change. Argosy has the right in its absolute discretion

to close the Offer early, to accept late applications, and to extend the Closing Date. If Argosy changes the Closing Date, the changes will be

announced via NZX as soon as reasonably practicable. If the Closing Date is extended, the Issue Date, the expected date of quotation and

trading of the Green Bonds on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may be extended accordingly.

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Argosy Property Limited | Final Terms Sheet

Contact details

Issuer

Argosy Property Limited

39 Market Place

Auckland 1010

PO Box 90214

Victoria St West

Auckland 1142

Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Supervisor

The New Zealand Guardian Trust Company Limited

Level 8

191 Queen Street

Auckland 1010

Legal adviser to Argosy

Russell McVeagh

Vero Centre

48 Shortland Street

Auckland 1010

Arranger, Joint Lead Manager and

Green Bond Coordinator

ANZ Bank New Zealand Limited

Level 25, ANZ Centre

23-29 Albert Street

Auckland 1010

Joint Lead Managers

Forsyth Barr Limited

Level 23, Lumley Centre

88 Shortland Street

Auckland 1010

Hobson Wealth Partners Limited

Level 4, Australis Nathan Buildings

37 Galway Street

Britomart

Auckland 1010

Jarden Securities Limited

Level 14, ANZ Centre

171 Featherston Street

Wellington 6011

Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

16 Takutai Square

Auckland 1010

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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