Notification of issue of CIP securities

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

Email: company.secretary@chorus.co.nz





STOCK EXCHANGE ANNOUNCEMENT

10 December 2020


Notification of issue of CIP securities

Chorus Limited has issued further Crown Infrastructure Partners (CIP) securities as
per the attached notice.

Authorised by:

Elaine Campbell
General Counsel and Company Secretary


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

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Capital Change Notice
Updated as at 8 May 2019
Page 1 of 3

Section 1: Issuer information
Name of issuer Chorus Limited
NZX ticker code CNU
Class of financial product CIP2 Equity Securities (unquoted)
ISIN N/a
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,804,000
Nominal value (if any) N/a.
Issue/acquisition/redemption price per
security
NZ$1.000000 per CIP2 Equity Security.
Nature of the payment (for example,
cash or other consideration)
Cash.
Amount paid up (if not in full) N/a.
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
1.01%
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
CIP2 Equity Securities are redeemable preference
shares carrying no right to vote at meetings of
holders of ordinary Chorus shares, but entitle the
holder to a right to a repayment preference on
liquidation. Dividends will become payable on the
CIP2 Equity Securities from 2036.

Chorus may redeem CIP2 Equity Securities at any
time:

 by cash payment of the total issue price of
CIP2 Equity Securities to be redeemed; or
 by the issue of ordinary Chorus shares of a
value equal to the total issue price of the CIP2
Equity Securities to be redeemed (with those
ordinary Chorus shares valued at a 5%
discount to the 20-day VWAP for Chorus
shares traded in ordinary trading on NZX).

In the event that the Network Infrastructure Project
Agreement dated 26 January 2017 (NIPA2) between
Chorus and Crown Infrastructure Partners Limited
(CIP) is terminated, either for a material breach by

Page 2 of 3
Chorus, a serious health and safety event, or for a
challenge by Chorus to the enforceability of
liquidated damages, service default payments or
material breach liquidated damages under NIPA2, or
in the event that the Chorus Board resolves to pay a
dividend on the CIP2 Equity Securities but that
dividend is not paid, a holder of CIP2 Equity
Securities can elect to:

 continue to hold the CIP2 Equity Securities;
 exchange the CIP2 Equity Securities for
voting preference shares; or
 exchange the CIP2 Equity Securities for
ordinary Chorus shares of a value equal to
the lesser of the “fair value” and the issue
price of the CIP2 Equity Securities (with those
ordinary Chorus shares valued at a 5%
discount to the 20-day VWAP for ordinary
Chorus shares traded in ordinary trading on
NZX).

CIP or a Crown Entity (who has executed the
applicable accession documentation) can also elect
one of the options above in relation to the CIP2
Equity Securities it holds if a prescribed insolvency
event occurs in relation to Chorus.
Further information regarding the terms of the CIP2
Equity Securities is set out in the Summary of CIP2
Securities which is available at
https://company.chorus.co.nz/reports.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
The funds are to be used by Chorus in the
construction of the Ultra-Fast Broadband network in
New Zealand.

The CIP2 Equity Securities have been issued
pursuant to:

 the terms of the subscription agreement
between Chorus and CIP dated
26 January 2017 as amended from time to
time (UFB2 Subscription Agreement);
 a call notice issued by Chorus to CIP on
7 December 2020 pursuant to the terms of the
UFB2 Subscription Agreement; and
 a Chorus Board resolution passed on
24 August 2018.
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversio
n (excluding Treasury Stock) and the
total number of Financial Products of
181,202,068 CIP2 Equity Securities (unquoted).

No CIP2 Equity Securities are held as treasury stock.

Page 3 of 3

the Class held as Treasury Stock after
the issue/acquisition/redemption.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/a.
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Board resolution passed on 24 August 2018.

The CIP2 Equity Securities have been issued under
listing rule 4.5.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
The terms of issue are as set out in the UFB2
Subscription Agreement. Further information
regarding the terms of the CIP2 Equity Securities is
set out in the summary of CIP2 Securities which is
available at https://company.chorus.co.nz/reports.
Date of issue/acquisition/redemption 9 December 2020
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Elaine Campbell
General Counsel & Company Secretary
Contact person for this announcement Brett Jackson
Investor Relations Manager
Contact phone number +64 4 896 4039
+64 27 488 7808
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP 10 December 2020