Chorus confirms interest rates for its retail bond offer

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz



STOCK EXCHANGE ANNOUNCEMENT

20 November 2020


Chorus confirms interest rates for its retail bond offer

Chorus today announced that following strong investor demand for its issue of unsecured,
unsubordinated, fixed rate bonds (Bonds), it has allocated NZ$400,000,000 across both
Series of Bonds. This includes oversubscriptions of NZ$200,000,000.

The Interest Rate for each Series of Bonds has been set:
• 2027 Bonds – 1.98% per annum, being the Issue Margin of 1.40% per annum plus
the Base Rate of 0.58% per annum.
• 2030 Bonds – 2.51% per annum, being the Issue Margin of 1.70% per annum plus
the Base Rate of 0.81% per annum.
The Bonds will be issued on 2 December 2020. The 2027 Bonds will mature on 2
December 2027 and are expected to be quoted on the NZX Debt Market on 3 December
2020 under the ticker code CNU030. The 2030 Bonds will mature on 2 December 2030
and are expected to be quoted on the NZX Debt Market on 3 December 2020 under the
ticker code CNU040.

The full details of the Offer are contained in the Final Terms Sheet attached.

Unless the context requires otherwise, capitalised terms used in this announcement have
the meanings given to them in the Final Terms Sheet.

For further information please contact:

Joint Lead Managers





0800 269 476

0800 226 263



0800 367 227 0800 942 822

Authorised by:

David Collins
Chief Financial Officer


ENDS



For further information:

Steve Pettigrew
Head of External Communications
Mobile: +64 (27) 258 6257
Email: Steve.Pettigrew@chorus.co.nz

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz

---

Final
Terms Sheet
20 November 2020
Joint Lead Managers:

Final Terms Sheet1
Final Terms Sheet
This Final Terms Sheet sets out the key terms of
the offer (“Offer”) by Chorus Limited (“Chorus”)
of unsecured, unsubordinated, fixed rate bonds
(“Bonds”) in two separate Series:
• Seven year bonds maturing on
2 December 2027 (“2027 Bonds”)
• Ten year bonds maturing on
2 December 2030 (“2030 Bonds”)
The 2027 Bonds and 2030 Bonds will be issued
under Chorus’ master trust deed dated 30 March
2016 (as amended from time to time) (“Trust D e e d”)
as modified and supplemented by a supplemental
trust deed in respect of the 2027 Bonds and a
supplemental trust deed in respect of the 2030
Bonds, each dated 17 November 2020 (together,
“Trust Documents”) entered into between Chorus
and The New Zealand Guardian Trust Company
Limited (“Supervisor”). Unless the context
otherwise requires, capitalised terms used in this
Final Terms Sheet have the same meaning given to
them in the Trust Documents.
Important Notice
The offer of debt securities by Chorus 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 Final Terms Sheet is an offer of
bonds that have identical rights, privileges, limitations and
conditions (except for the interest rate and maturity date)
as:
• Chorus’ bonds maturing on 6 May 2021, which have a
fixed interest rate of 4.12% per annum and are currently
quoted on the NZX Debt Market under the ticker code
CNU010; and
• Chorus’ bonds maturing on 6 December 2028, which
have a fixed interest rate until 6 December 2023 of 4.35%
per annum (and will then re-set until the maturity date)
and are currently quoted on the NZX Debt Market under
the ticker code CNU020;
(together the “Existing Bonds”).
Accordingly, the Bonds are the same class as the Existing
Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Chorus 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/CNU.
The Existing Bonds are the only debt securities of Chorus
that are currently quoted and in the same class as the
Bonds.
Investors should look to the market price of the Existing
Bonds referred to above to find out how the market
assesses the returns and risk premium for those bonds.

Final Terms Sheet2
Key terms of the Bonds
IssuerChorus Limited.
DescriptionUnsecured, unsubordinated, fixed rate bonds (“Bonds”).
StatusThe Bonds are to be issued pursuant to the Trust Documents. The principal amounts of,
and interest on, the Bonds will be unsubordinated, unsecured, obligations of the Issuer
and rank at least equally with all present and future unsecured and unsubordinated
indebtedness of the Issuer (except indebtedness preferred by law and subject to laws
affecting creditors’ rights generally and equitable principles of general application).
Guarantee
The Bonds are guaranteed by the Guarantors under the Trust Deed. The Guarantee is an
unsecured, unsubordinated obligation of each Guarantor. Currently Chorus New Zealand
Limited is the only Guarantor.
Negative Pledge
The Trust Deed contains a negative pledge which provides that neither the Issuer nor any
Guarantor will create or permit to subsist any Security Interest over its assets except under
certain limited exceptions set out in the Trust Deed.
Purpose
The proceeds of the Offer will be used to refinance Chorus’ NZ$400 million retail bond
maturing on 6 May 2021 and for general corporate purposes.
Credit RatingIssuer Credit
Rating
Expected Issue
Credit Rating
S&P Global RatingsBBB (Stable)BBB
Moody’sBaa2 (Stable)Baa2
A rating is not a recommendation by any rating organisation to buy, sell or hold Bonds.
The above issuer credit ratings are current as at the date of this Final Terms Sheet and any
rating may be subject to suspension, revision or withdrawal at any time by the assigning
rating organisation.
Issue Amount
2027 Bonds
$200,000,000
2030 Bonds
$200,000,000
Maturity Date
2027 Bonds
Thursday, 2 December 2027
2030 Bonds
Monday, 2 December 2030
Opening DateTuesday, 17 November 2020
Closing DateBids due by 1pm, Friday, 20 November 2020

Final Terms Sheet3
Rate Set Date
Friday, 20 November 2020
Issue Date and
Allotment Date
Wednesday, 2 December 2020
Interest Rate
2027 Bonds
1.98% per annum
2030 Bonds
2.51% per annum
Issue Margin2027 Bonds
1.40% per annum
2030 Bonds
1.70% per annum
Base RateThe rate per annum for a NZD mid-market swap rate for a period from the Issue Date to
the relevant Maturity Date as calculated by the Arranger in consultation with Chorus on
the Rate Set Date according to market convention by reference to Bloomberg page ICNZ4
(or any successor page) and expressed on a quarterly basis, rounded to 2 decimal places if
necessary, with 0.005 being rounded up.
Interest Payment
Dates and Interest
Periods
Interest will be payable quarterly in arrear in equal amounts on 2 March, 2 June, 2
September and 2 December of each year up to and including the relevant Maturity Date.
The first Interest Payment Date will be 2 March 2021.
If an Interest Payment Date is not a Business Day, the due date for the payment to be
made on that date will be the next following Business Day and no adjustment will be
made to the amount payable as a result of the delay in payment.
Each Interest Period in respect of an Interest Payment Date is the period from, and
including, the preceding Interest Payment Date (or the Issue Date) to, but excluding, that
Interest Payment Date.
Interest Rate
Step-up
If a Downgrade Event exists on the first day of an Interest Period, the interest payable on
the Interest Payment Date applicable to that Interest Period will be the aggregate of the
applicable Interest Rate and the Step-up Margin.
Downgrade Event means:
(a) The credit rating of the Bonds is BB+ or below on S&P Global Ratings credit rating
scale (or the equivalent of another internationally recognised rating agency); or
(b) If the Bonds are not rated by at least one internationally recognised rating agency,
either:
(i) the long term corporate credit rating of Chorus is BB+ or below from S&P
(or the equivalent from another internationally recognised rating agency); or
(ii) Chorus does not hold at least one long term corporate credit rating.
Step-up Margin means 1.00 per cent per annum.

Final Terms Sheet4
Brokerage
Chorus will pay brokerage of 0.50% of the aggregate principal amount of the amount
issued plus 0.25% on firm allocations. Such amounts will be paid to the Arranger who
will distribute as appropriate to primary market participants and approved financial
intermediaries.
Record Date
5.00pm on the tenth calendar day before the due date for that payment or, if that day is
not a Business Day, the preceding Business Day.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for
business in Wellington and Auckland except that in the context of the NZX Listing Rules it
means a day on which the NZX Debt Market is open for trading.
Issue PriceNZ$1.00 per Bond.
Minimum
Application
The minimum application amount for each Series is NZ$5,000, with multiples of
NZ$1,000 thereafter.
No early
redemption
Holders have no right to require Chorus to redeem their Bonds prior to the Maturity Date,
except if an Event of Default occurs.
Approved
Issuer Levy
The Issuer proposes to register the Bonds for approved issuer levy (“AIL”) and, where it is
eligible to do so in respect of interest paid to a non-resident Holder that is subject to the
non-resident withholding tax rules (and unless otherwise elected by the Holder) to pay
AIL in lieu of deducting non-resident withholding tax. If the Bonds qualify for the 0% rate
of AIL, the Issuer intends to apply the 0% rate, otherwise it will apply AIL at the applicable
rate. The amount of any AIL paid will be deducted from payments to you.
Registrar and
Paying Agent
Computershare Investor Services Limited.
The Bonds will be accepted for settlement within the NZClear system.

Final Terms Sheet5
How to apply
All of the Bonds, including oversubscriptions, are reserved for clients of the Joint
Lead Managers, institutional investors and other primary market participants invited to
participate in the bookbuild. There will be no public pool for the offer. Accordingly, retail
investors should contact a 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 www.nzx.com/investing/find_a_participant.
In respect of oversubscriptions or generally, any allotment of Bonds will be at Chorus’
discretion, in consultation with the Joint Lead Managers. Chorus 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.
ISIN
2027 Bonds
NZCNUDT004C4
2030 Bonds
NZCNUDT005C1
Transfe rsHolders are entitled to sell or transfer their Bonds at any time subject to the terms of the
Trust Documents, the Selling Restrictions set out below and applicable securities laws and
regulations. Chorus may decline to register a transfer of Bonds for the reasons set out in
the Trust Documents.
The minimum amount of Bonds a Holder can transfer for each Series is NZ$1,000, and
integral multiples of NZ$1,000 thereafter. No transfer of Bonds or any part of a Holder’s
interest in a Bond will be registered if the transfer would result in the transferor or the
transferee holding or continuing to hold Bonds of a single Series with an aggregate
principal amount of less than the minimum holding of NZ$5,000 (other than zero).
NZX Quotation
Chorus will take any necessary steps to ensure that the Bonds are, immediately after issue,
quoted on the NZX Debt Market. Application has been made to NZX for permission to
quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto
that can be complied with on or before the distribution of this Final Terms Sheet have
been duly complied with. However, NZX accepts no responsibility for any statement in
this Final Terms Sheet. NZX is a licensed market operator and the NZX Debt Market is a
licensed market under the FMCA.
Quotation Date
Expected to be 3 December 2020.
NZX Debt Market
Ticker Code
2027 Bonds
CNU030
2030 Bonds
CNU040

Final Terms Sheet6
Selling restrictions
This is an offer of Bonds to institutional investors and members of the public who are
resident in New Zealand and certain overseas institutional investors only.
Chorus has not taken and will not take any action which would permit a public offering
of Bonds, or possession or distribution of any offering material in respect of the Bonds,
in any country or jurisdiction where action for that purpose is required (other than New
Zealand).
The Bonds may only be offered for sale or sold in 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.
The selling restrictions contained in the schedule apply. By purchasing any Bonds, each
Holder agrees to indemnify the Issuer, the Arranger, the Joint Lead Managers, the
Supervisor and each of their respective directors, officers and employees (as applicable)
for any loss, cost, liability or expenses sustained or incurred by the Issuer, the Arranger,
the Joint Lead Managers and the Supervisor, as the case may be, as a result of the breach
by that Holder of the selling restrictions set out above or in the schedule.
Singapore Securities
and Futures Act
Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)
(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), Chorus has
determined, and hereby notifies all relevant persons (as defined in Section 309A of the
SFA) that the Bonds are “prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018).
Governing Law
New Zealand.
Other Information
Copies of the Trust Documents are available at Chorus’
website at www.chorus.co.nz/bonds.
Any internet site addresses provided in this Final 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 Final Terms Sheet.
Investors should seek qualified independent financial and
taxation advice before deciding to invest. In particular, you
should consult your tax adviser in relation to your specific
circumstances. Investors will also be personally responsible
for ensuring compliance with relevant laws and regulations
applicable to them (including any required registrations).
For further information regarding Chorus, visit
www.nzx.com/companies/CNU.

Final Terms Sheet7
Issuer
Chorus Limited
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
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 2, 99 Customhouse Quay
Wellington 6011
Legal advisers to Chorus
Chapman Tripp
Level 14, 10 Customhouse Quay
Wellington 6011
Arranger and Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
0800 269 476
Joint Lead Managers
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
0800 226 263
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
0800 367 227
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
Contact Details

Final Terms Sheet8
Set out below are specific selling restrictions that apply
to an offer of the Bonds in the European Economic Area,
Switzerland, the United Kingdom, Australia, Hong Kong,
Japan and Singapore.
These selling restrictions do not apply to an offer of the
Bonds in New Zealand.
These selling restrictions may be modified by Chorus and
the Joint Lead Managers, including following a change in
a relevant law, regulation or directive. Persons into whose
hands the Final Terms Sheet comes are, and each Holder is,
required by Chorus and the Joint Lead Managers to comply
with all applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer, sell or
deliver Bonds or have in their possession or distribute such
offering material, in all cases at their own expense.
No person may purchase, offer, sell, distribute or deliver
Bonds, or have in their possession, publish, deliver or
distribute to any person, any offering material or any
documents in connection with the Bonds in any jurisdiction
other than in compliance with all applicable laws and
regulations and the specific selling restrictions set out below.
A. Member States of the European Economic Area
In relation to each Member State of the European Economic
Area and the United Kingdom (each, a “Relevant State”) no
Bonds have been offered and no Bonds will be offered that
are the subject of the offering contemplated by this Terms
Sheet in relation thereto to the public in that Relevant State
other than except that an offer of Bonds to the public in the
Relevant State may be made:
• to any legal entity which is a qualified investor as defined
in the Prospectus Regulation;
• to fewer than 150 natural or legal persons (other
than qualified investors as defined in the Prospectus
Regulation) subject to obtaining the prior consent of the
relevant Joint Lead Manager for any such offer; or
• in any other circumstances falling within Article 1(4) of the
Prospectus Regulation,
provided that no such offer of Bonds shall require the
Issuer or any Joint Lead Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation.
For the purposes of this provision, the expression an “offer
of Bonds to the public” in relation to any Bonds in any
Relevant State means the communication in any form
and by any means of sufficient information on the terms
of the offer and the Bonds to be offered so as to enable
an investor to decide to purchase or subscribe for the
Bonds and the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129 (as amended or superseded),
and includes any relevant implementing measure in each
Member State.
Schedule – selling restrictions

Final Terms Sheet9
B. Switzerland
The Bonds may not be publicly offered in Switzerland and
will not be listed on the SIX Swiss Exchange or on any other
stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing
material relating to the Bonds constitutes a prospectus or a
similar notice, as such terms are understood under art. 35
of the Swiss Financial Services Act or the listing rules of any
stock exchange or regulated trading facility in Switzerland.
No offering or marketing material relating to the Bonds
has been, nor will be, filed with or approved by any
Swiss regulatory authority or authorised review body. In
particular, this document will not be filed with, and the
offer of Bonds will not be supervised by, the Swiss Financial
Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing
material relating to the Bonds may be publicly distributed
or otherwise made publicly available in Switzerland. The
Bonds will only be offered to investors who qualify as
“professional clients” (as defined in the Swiss Financial
Services Act). This document is personal to the recipient
and not for general circulation in Switzerland.
C. United Kingdom
No communication, invitation or inducement to engage
in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the “FSMA”))
has been or may be made or caused to be made or will be
made in connection with the issue or sale of the Bonds in
circumstances in which section 21(1) of the FSMA applies to
the Issuer or the Guarantor(s).
All applicable provisions of the FSMA with respect to
anything done in relation to the Bonds in, from or
otherwise involving the United Kingdom must be
complied with.
D. Australia
No prospectus or other disclosure document (as defined in
the Corporations Act 2001) in relation to the Bonds (including
this Terms Sheet) has been or will be lodged with or registered
by the Australian Securities and Investments Commission
(“ASIC”) or the Australian Securities Exchange Limited. No
person may:
• make or invite (directly or indirectly) an offer of the Bonds
for issue, sale or purchase in, to or from Australia (including
an offer or invitation which is received by a person in
Australia); and
• distribute or publish, any draft, preliminary or final form
offering circular or memorandum, advertisement or other
offering material relating to the Bonds in Australia,
unless:
• the minimum aggregate consideration payable by each
offeree or invitee is at least A$500,000 (or its equivalent in
other currencies, in either case, disregarding moneys lent
by the offeror or its associates) or the offer or invitation
otherwise does not require disclosure to investors in
accordance with Parts 6D.2 or 7.9 of the Corporations Act
2001;
• such action complies with all applicable laws, regulations
and directives (including without limitation, the licensing
requirements set out in Chapter 7 of the Corporations Act
2001);
• the offer or invitation is not made to a person who is a
“retail client” within the meaning of section 761G of the
Corporations Act 2001; and
• such action does not require any document to be lodged
with, or registered by, ASIC.

Final Terms Sheet10
E. Hong Kong
No Bonds have been offered or sold or will be offered or
sold in Hong Kong, by means of any document other than
(a) to “professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong (the
“SFO”) and any rules made under the SFO; or (b) in other
circumstances which do not result in the document being
a “prospectus” as defined in the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap.32) of Hong
Kong (the “C(WUMP)O”) or which do not constitute an offer
to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the
Bonds may be issued or in the possession of any person or
will be issued or be in the possession of any person in each
case for the purposes of issue, whether in Hong Kong or
elsewhere, which 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 Bonds which are
or are 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 the SFO.
F. Japan
The Bonds have not been and will not be registered in
Japan pursuant to Article 4, Paragraph 1 of the Financial
Instruments and Exchange Act of Japan (Act No. 25
of 1948, as amended, the “FIEA”) in reliance upon the
exemption from the registration requirements since the
offering constitutes the small number of private placement
as provided for in “ha” of Article 2, Paragraph 3, Item 2 of
the FIEA. A Japanese Person who transfers the Bonds shall
not transfer or resell the Bonds except where the transferor
transfers or resells all the Bonds en bloc to one transferee.
For the purposes of this paragraph, “Japanese Person”
shall mean any person resident in Japan, including any
corporation or other entity organised under the laws
of Japan.
G. Singapore
This Terms Sheet has not been and will not be registered as
a prospectus with the Monetary Authority of Singapore.
Accordingly, the Bonds may not be offered or sold or made
the subject of an invitation for subscription or purchase,
and neither this Terms Sheet nor any other document or
material may be circulated or distributed in connection with
the offer or sale, or invitation for subscription or purchase,
of the Bonds, whether directly or indirectly, to any person
in Singapore other than (a) to an institutional investor (as
defined in Section 4A of the SFA) pursuant to Section 274
of the SFA, (b) to a relevant person (as defined in Section
275(2) of the SFA) pursuant to Section 275(1) of the SFA, or
any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of
the SFA or (c) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA.
Where the Bonds are subscribed or purchased under Section
275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of
which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom
is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited
investor,
securities or securities-based derivatives contracts
(each term as defined in Section 239(1) of the SFA) of
that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has
acquired the Bonds pursuant to an offer made under Section
275 of the SFA except:
(1) to an institutional investor or to a relevant person, or
to any person arising from an offer referred to in Section
275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and
Futures (Offers of Investments) (Securities and Securities-
based Derivatives Contracts) Regulations 2018.