Mercury launches green bond offer

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The Mercury Building, 33 Broadway, Newmarket 1023

PHONE:
+ 64 9 308 8200
mercury.co.nz
PO Box 90399, Auckland 1142
New Zealand

FAX:
+ 64 9 308 8209



Mercury launches green bond offer
15 March 2021
Mercury NZ Limited (Mercury) confirmed today that it is offering up to $200 million (with the ability to accept up to
an additional $50 million in oversubscriptions at Mercury’s discretion) of 5.5 year unsecured, unsubordinated fixed
rate green bonds (Green Bonds).

The offer opens today and is expected to close on 19 March 2021, with the Green Bonds expected to be issued on
29 March 2021.

The indicative issue margin range for the Green Bonds is 0.85% to 1.00% per annum over the underlying swap
rate. The interest rate for the Green Bonds will be set following a bookbuild process, which is expected to be
completed on 19 March 2021, and announced via NZX shortly thereafter.

The Green Bonds have been rated BBB+ by S&P Global Ratings.

There is no public pool for the offer, with all of the Green Bonds being reserved for clients of the Joint Lead
Managers, NZX participants and other approved financial intermediaries.

Full details of the offer are contained in the indicative terms sheet. The indicative terms sheet is attached, is
available through www.mercury.co.nz/mcy040 or by contacting a Joint Lead Manager or your usual financial
adviser.

Copies of the indicative terms sheet and investor presentation have also been provided to NZX with this
announcement.

Arranger, Green Bond Co-ordinator for this offer and Joint Lead Manager

0800 772 142

Joint Lead Managers



0800 269 476 0800 226 263 0800 367 227

STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)

NEWS RELEASE

| Page 2 of 2
ENDS
Howard Thomas
General Counsel and Company Secretary
Mercury NZ Limited

For investor relations queries, please contact:
Tim Thompson
Head of Treasury and Investor Relations
0275 173 470
For media queries, please contact:
Craig Dowling
Head of Communications
0272 105 337


ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful. Visit us at: www.mercury.co.nz

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INDICATIVE TERMS SHEET.
FIXED RATE GREEN BONDS 2021.
Arranger, Green Bond
Co-ordinator for this offer
& Joint Lead Manager
Joint Lead
Managers

// 2
INDICATIVE TERMS SHEET.
Dated 15 March 2021
This indicative terms sheet (Terms Sheet) sets out the key terms of
the offer by Mercury NZ Limited (Mercury) of up to $200,000,000
(with the ability to accept oversubscriptions of up to an additional
$50,000,000 at Mercury’s discretion) unsecured, unsubordinated,
fixed rate green bonds maturing on 29 September 2026 (Green
Bonds) under its master trust deed dated 4 April 2003 (as amended
from time to time) (Master Trust Deed) as modified and supplemented
by the supplemental trust deed dated 15 March 2021 (together, Trust
Deed) entered into between Mercury and The New Zealand Guardian
Trust Company Limited as supervisor (Supervisor). Unless 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 Mercury 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 debt securities
that have identical rights, privileges, limitations and conditions (except
for the interest rate and maturity date) as Mercury’s $200,000,000
unsecured, unsubordinated, fixed rate green bonds with an interest rate
of 1.56% per annum and a maturity date of 14 September 2027, which
are currently quoted on the NZX Debt Market under the ticker code
MCY030 (MCY030 Bonds).
Accordingly, the Green Bonds are the same class as the MCY030
Bonds for the purposes of the FMCA and the Financial Markets
Conduct Regulations 2014.
Mercury 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
nzx.com/companies/MCY.
The MCY030 Bonds are the only debt securities of Mercury that are in
the same class as the Green Bonds and are currently quoted on the
NZX Debt Market.
Investors should look to the market price of the MCY030 Bonds
referred to above to find out how the market assesses the returns and
risk premium for those bonds.

// 3
IssuerMercury NZ Limited (Mercury)
Description of
Green Bonds
Unsecured, unsubordinated fixed rate green bonds (Green Bonds).
Term5.5 years, maturing Tuesday 29 September 2026.
Offer AmountUp to $200,000,000 (with the ability to accept oversubscriptions of up to an additional $50,000,000 at
Mercury’s discretion).
Credit RatingsIssuer Credit RatingCredit Rating for Green Bonds
S&P Global RatingsBBB+ (stable)BBB+
Mercury’s current Issuer Credit Rating includes a one-notch uplift from the company’s stand-alone credit
profile of ’bbb’, reflecting the legislated majority ownership by the Crown. The Crown does not guarantee the
Green Bonds and is under no obligation to provide financial support to Mercury.
A credit rating is an independent opinion of the capability and willingness of an entity to repay its debts
(in other words, its creditworthiness). It is not a guarantee that the financial product being offered is a safe
investment. A credit rating should be considered alongside all other relevant information when making an
investment decision.
A credit rating is not a recommendation by any rating organisation to buy, sell or hold Green Bonds. The
above credit ratings are current as at the date of this Terms Sheet and may be subject to suspension, revision
or withdrawal at any time by S&P Global Ratings.
Purpose
The proceeds of this offer are intended to be earmarked to finance or refinance new or existing projects
and expenditures relating to renewable energy and other eligible projects (Eligible Projects), in accordance
with Mercury’s Green Financing Framework dated August 2020 (as amended from time to time) (the Green
Financing Framework). In particular, as at the date of this Terms Sheet Mercury expects to apply the net
proceeds of the offer to refinance existing debt, and to track an amount equal to the net proceeds within its
systems, earmarked to Eligible Projects. The Green Financing Framework provides for net proceeds of green
financing (including the Green Bonds) to be no greater than Mercury’s debt obligation to the pool of Eligible
Projects, and the total value of Eligible Projects to be at least equal to the original principal amount of total
green financing.
A copy of the Green Financing Framework is available on Mercury’s website at mercury.co.nz/green-bonds.
The Bond Supervisor has no obligations in relation to the application of the proceeds of the Green Bonds.

The Green Bond
Principles and Climate
Bonds Standard
Mercury has developed and adopted the Green Financing Framework to ensure that, as at the date of this
Terms Sheet, its
processes for identifying Eligible Projects and managing the use of the proceeds of the
Green Bonds are
consistent with the Green Bond Principles dated June 2018 (as amended from time to
time) (the Green Bond Principles) as published by the International Capital Market Association and the
Climate Bonds S
tandard, currently version 3.0 (as amended from time to time) (the Climate Bonds
Standard), impl
emented by the Climate Bonds Initiative (CBI).
Mercury has obtained programmatic certification of its green bonds from CBI. Programmatic certification
requires Mercury to obtain independent annual verification of all issuances under Mercury’s green bond
programme for the duration of the programme.
Copies of the CBI programmatic certification and limited assurance conclusions from an independent
verifier, DNV GL Business Assurance Australia Pty Ltd (DNV GL) are available on Mercury’s website at
mercury.co.nz/green-bonds.

// 4
No Event of Default
in relation to Green
Financing Framework,
Green Bond Principles or
Climate Bonds Standard
If:
•
M
ercury fails to earmark the proceeds of the Green Bonds as described in this Terms Sheet or the Green
Financing Framework;
•
Mercury fails to comply with the Green Financing Framework;
•Mercury undertakes non-Eligible Projects outside of the Green Financing Framework;
•
t
he Green Bonds cease to satisfy the Green Bond Principles or the Climate Bonds Standard;
•
Mercury fails to maintain CBI certification of the Green Bonds; or
•
M
ercury fails to notify holders of Green Bonds (Bondholders) that the Green Bonds cease to comply with
the Green Financing Framework, the Green Bond Principles or the Climate Bonds Standard,
then:
•
no Event of Default will occur in relation to the Green Bonds; and
•neither you nor Mercury have any right for the Green Bonds to be repaid early.
•
Mercury’s obligations under the Trust Deed are not affected by the labelling of the bonds as Green
Bonds, and any breach of the Trust Deed (including in relation to non-compliance with any laws,
directives and consents, whether environmental or otherwise) is to be determined without regard to
any such Green Bond label, the Green Financing Framework, the Green Bond Principles or the Climate
Bonds Standard. Should any of the above scenarios occur (or market practices, standards, principles or
regulations further develop in a way that the Green Bonds are not consistent with):
•
the bonds may cease to be labelled as Green Bonds but will remain unsecured, unsubordinated
fixed rate bonds. If the bonds cease to be labelled as Green Bonds, then Mercury will make a public
statement as such, and from that point in time, the Green Financing Framework will no longer govern the
management of the bonds. This means there is no legal obligation on Mercury to comply with the Green
Financing Framework, the Green Bond Principles or the Climate Bonds Standard on an ongoing basis;
and
•
Bondholders that invested in Green Bonds on the basis of the green label or compliance with green
principles or standards may consider that the bonds no longer align with their intentions or requirements.
Bondholders looking to sell their bonds at that time may have increased difficulty finding interested
buyers or obtaining an acceptable price.
Issue Price$1.00 per Green Bond, being the Principal Amount of each Green Bond.
Interest RateThe Green Bonds will pay a fixed rate of interest from the Issue Date until the Maturity Date.
The Interest Rate will be determined by Mercury in conjunction with the Joint Lead Managers on the
Rate Set Date (Friday 19 March 2021) and will be the sum of the Swap Rate on the Rate Set Date and
the Issue Margin.
The Interest Rate will be announced via NZX on the Rate Set Date.
Issue MarginThe Issue Margin (which may be above or below the indicative Issue Margin range) will be determined by
Mercury in conjunction with the Joint Lead Managers following a bookbuild on the Rate Set Date.
Indicative Issue Margin
0.85% to 1.00%
per annum.
Swap RateThe 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 conjunction with Mercury, according to market convention,
with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date (rounded to 2
decimal places, if necessary, with 0.005 rounded up).
Interest PaymentsSemi-annual in arrear in equal amounts on 29 September and 29 March in each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date, with the First Interest Payment
Date being 29 September 2021.

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Record Date5.00pm on the date that is 10 calendar days before the relevant scheduled Interest Payment Date (prior to
any adjustment to the Interest Payment Date to fall on a Business Day). If the record date falls on a day which
is not a Business Day, the record date will be the immediately preceding Business Day.
Financial CovenantMercury agrees to ensure that Net Worth (being total assets less total liabilities of Mercury and its
subsidiaries, on a consolidated basis, calculated in accordance with the Master Trust Deed) at any time will
not be less than $500 million.
No GuaranteeMercury is the issuer and the sole obligor in respect of the Green Bonds. None of the Crown, any subsidiary
of Mercury or any other person guarantees the Green Bonds.
Mercury has some guaranteed liabilities to USPP noteholders, banks and certain financial institutions
(Guaranteed Liabilities). The Guaranteed Liabilities are unsecured but (unlike Bondholders) those creditors
have the benefit of guarantees from certain subsidiaries of Mercury so may also claim directly against those
subsidiaries.
RankingOn a liquidation of Mercury, the Green Bonds will rank as unsecured and unsubordinated obligations of
Mercury and will rank:
• below any secured liabilities and liabilities which are preferred by law;
• equally with Guaranteed Liabilities, however (unlike Bondholders, as described above) the creditors of
Guaranteed Liabilities have the benefit of guarantees from certain subsidiaries of Mercury so may also
claim directly against those subsidiaries;
• equally with (and will be repaid at the same time and pro rata with) all other unsecured and
unsubordinated liabilities of Mercury, such as those owing to other Bondholders; and
• ahead of Mercury’s subordinated liabilities (including capital bonds) and shareholders.
SecurityThe Green Bonds are not secured.
How to ApplyThere is no public pool for the Green Bonds. All Green Bonds (including any oversubscriptions) will be
reserved for subscription by clients of the Joint Lead Managers, NZX Firms and other approved financial
intermediaries invited to participate in the bookbuild.
Accordingly, retail investors should contact a Joint Lead Manager, financial adviser or any primary market
participant for details on how to acquire Green Bonds. You can find a primary market participant by visiting
nzx.com/services/market-participants/find-a-participant.
Each investor’s financial adviser will be able to advise the requirements for 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.
ISINNZMCYDG004C6
QuotationApplication has been made to NZX for permission to quote the Green 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 date of
distribution of the Terms Sheet have been duly complied with. However, the Green Bonds have not yet been
approved for trading and NZX accepts no responsibility for any statement in the Terms Sheet. NZX is a
licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
NZX ticker code MCY040 has been reserved for the Green Bonds.
Minimum application
amount
$5,000 and multiples of $1,000 thereafter.
Arranger & Green Bond
Co-ordinator for this offer
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (Westpac)

// 6
Opening DateMonday 15 March 2021
Closing DateFriday 19 March 2021 at 12.00pm
Rate Set DateFriday 19 March 2021
Issue Date and
Allotment Date
Monday 29 March 2021
Expected quotation on NZX
Debt Market
Tuesday 30 March 2021
The timetable is indicative only and subject to change. Mercury may, in its absolute discretion and without notice, vary the timetable
(including by opening or closing the offer early, accepting late applications and extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of initial quotation and trading of the Green Bonds on the
NZX Debt Market, the Interest Payment Dates and the Maturity Date may also be extended. Any such changes will not affect the validity of any
applications received.
Mercury reserves the right to cancel the offer and the issue of the Green Bonds, in which case any application monies received will be refunded
(without interest) as soon as practicable and in any event within 5 Business Days of the cancellation.
Joint Lead ManagersANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr Limited and Westpac
Bond SupervisorThe New Zealand Guardian Trust Company Limited
Securities RegistrarComputershare Investor Services Limited
Governing LawNew Zealand
Further payments, fees or
charges
Taxes may be deducted from interest payments on the Green Bonds.
You are not required to pay brokerage or any other fees or charges to Mercury to purchase the Green Bonds.
However, you may have to pay brokerage to the firm from whom you receive an allocation of Green Bonds.
Please contact your financial adviser for further information on any brokerage fees.
Selling RestrictionsThe Green Bonds may only be offered or sold in conformity with all applicable laws and regulations in New
Zealand and in any other jurisdiction in which the Green Bonds are offered, sold or delivered. Specific selling
restrictions as of the date of the Terms Sheet are set out in Schedule 2 to this Terms Sheet for the United
States, Australia, Hong Kong, Japan, Singapore, the United Kingdom, and Switzerland.
No action has been or will be taken by Mercury which would permit a public offer of Green Bonds, or
possession or distribution of any offering material, in any country or jurisdiction where action for that purpose
is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Green Bonds, or have in their possession, publish,
deliver or distribute to any person, any offering material or any documents in connection with the Green
Bonds, in any jurisdiction other than in compliance with all applicable laws and regulations and the specific
selling restrictions set out in Schedule 2 to this Terms Sheet.
By subscribing for Green Bonds, you indemnify Mercury, the Arranger, the Joint Lead Managers, the
Registrar and the Bond Supervisor in respect of any loss incurred as a result of you breaching these selling
restrictions.
IMP ORTANT DATES

// 7
OTHER INFORMATION
Copies of the Trust Deed are available
at Mercury’s website at
mercury.co.nz/mcy040.
Any internet site addresses provided in the
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.
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 Mercury, visit
nzx.com/companies/MCY.
CONTAC T DE TAIL S
Issuer
Mercury NZ Limited
33 Broadway
Newmarket
Auckland 1023
Arranger, Green Bond Co-ordinator for
this offer and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
16 Takutai Square
Auckland 1010
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 25, ANZ Centre
23-29 Albert Street
Auckland 1010
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
Supervisor
The New Zealand Guardian Trust
Company Limited
Level 14, 191 Queen Street
Auckland 1010
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Legal advisers to Mercury
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1140

// 8
The certification of the Green Bonds as
Climate Bonds by the Climate Bonds Initiative
is based solely on the Climate Bond Standard
and does not, and is not intended to, make any
representation or give any assurance with
respect to any other matter relating to the
Green Bonds or any Eligible Project, including
but not limited to the Terms Sheet, the
transaction documents, Mercury or the
management of Mercury.
The certification of the Green Bonds as
Climate Bonds by the Climate Bonds Initiative
was addressed solely to the board of directors
of Mercury and is not a recommendation to
any person to purchase, hold or sell the Green
Bonds and such certification does not address
the market price or suitability of the Green
Bonds for a particular investor. The
certification also does not address the merits
of the decision by Mercury or any third party to
participate in any Eligible Project and does not
express and should not be deemed to be an
expression of an opinion as to Mercury or any
aspect of any Eligible Project (including but
not limited to the financial viability of any
Eligible Project) other than with respect to
conformance with the Climate Bond Standard.
In issuing or monitoring, as applicable, the
certification, the Climate Bonds Initiative has
assumed and relied upon and will assume and
rely upon the accuracy and completeness in
all material respects of the information
supplied or otherwise made available to the
Climate Bonds Initiative. The Climate Bonds
Initiative does not assume or accept any
responsibility to any person for independently
verifying (and it has not verified) such
information or to undertake (and it has not
undertaken) any independent evaluation of
any Eligible Project or Mercury. In addition, the
Climate Bonds Initiative does not assume any
obligation to conduct (and it has not
conducted) any physical inspection of any
Eligible Project. The certification may only be
used with the Green Bonds and may not be
used for any other purpose without the
Climate Bonds Initiative’s prior written consent.
The certification does not and is not in any way
intended to address the likelihood of timely
payment of interest when due on the Green
Bonds and/or the payment of principal at
maturity or any other date.
The certification may be withdrawn at any
time in the Climate Bonds Initiative’s sole and
absolute discretion and there can be no
assurance that such certification will not be
withdrawn.

GENERAL
The Green Bonds may only be offered or sold
in conformity with all applicable laws and
regulations in New Zealand and in any other
jurisdiction in which the Green Bonds are
offered, sold or delivered. Specific selling
restrictions as of the date of this Terms Sheet
are set out below for the United States,
Australia, Hong Kong, Japan, Singapore, the
United Kingdom and Switzerland.
No action has been or will be taken by Mercury
which would permit an offer of Green Bonds,
or possession or distribution of any offering
material, in any country or jurisdiction where
action for that purpose is required (other than
New Zealand).
No person may purchase, offer, sell, distribute
or deliver Green Bonds, or have in their
possession, publish, deliver or distribute to any
person, any offering material or any
documents in connection with the Green
Bonds, in any jurisdiction other than in
compliance with all applicable laws and
regulations and the specific selling restrictions
set out below. Only the Joint Lead Managers
may distribute this Terms Sheet outside New
Zealand and only in compliance with the
specific selling restrictions set out below. In
particular, this Terms Sheet may not be
distributed to any person in the United States
and the Green Bonds may not be offered or
sold, directly or indirectly, to any person in the
United States.
By subscribing for Green Bonds, you indemnify
Mercury, the Arranger, the Joint Lead
Managers, the Securities Registrar and the
Bond Supervisor in respect of any loss incurred
as a result of you breaching these selling
restrictions.
UNITED S TATES
The Green Bonds have not been, and will not
be, registered under the Securities Act of 1933,
as amended (the Securities Act) and may not
be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the
Securities Act (Regulation S)) except in
accordance with Regulation S or pursuant to
an exemption from, or in a transaction not
subject to, the registration requirements of the
Securities Act.
The Green Bonds will not be offered or sold
within the United States or to, or for the
account or benefit of, U.S. persons (i) as part
of their distribution at any time, or (ii)
otherwise until 40 days after the completion of
the distribution of all Green Bonds, as
determined and certified by the Joint Lead
Managers except in accordance with Rule 903
of Regulation S. Any Green Bonds sold to any
distributor, dealer or person receiving a selling
concession, fee or other remuneration during
the distribution compliance period require a
confirmation or notice to the purchaser at or
prior to the confirmation of the sale to
substantially the following effect:
“The Green Bonds covered hereby have
not been registered under the United States
Securities Act of 1933, as amended
(the Securities Act) or with any securities
regulatory authority of any state or other
jurisdiction of the United States and may
not be offered or sold within the United
States, or to or for the account or benefit of,
U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days
after the later of the commencement of the
offering of the Green Bonds and the closing
date except in either case pursuant to a
valid exemption from registration in
accordance with Regulation S under the
Securities Act. Terms used above have the
meaning given to them by Regulation S.”
Until 40 days after the completion of the
distribution of all Green Bonds, an offer or sale
of the Green Bonds within the United States by
any Joint Lead Manager or any dealer or other
distributor (whether or not participating in the
offering) may violate the registration
requirements of the Securities Act if such offer
or sale is made otherwise than in accordance
with Regulation S.
AUSTRALIA
This Terms Sheet and the offer of Green Bonds
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 the Australian
Corporations Act 2001 (the Corporations Act).
This Terms Sheet 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 Terms Sheet has not been
and will not be lodged or registered with the
Australian Securities & Investments
Commission or the Australian Securities
Exchange and the issuer is not subject to the
continuous disclosure requirements that apply
in Australia.
Prospective investors should not construe
anything in this Terms Sheet as legal, business
or tax advice nor as financial product advice
for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia should
be aware that the offer of Green Bonds 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.
SCHEDULE 1
CBI DISCLAIMER
SCHEDULE 2
SELLING RESTRICTIONS

// 9
HONG KONG
WARNING: This Terms Sheet 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 Terms Sheet or to permit the distribution
of this Terms Sheet or any documents issued
in connection with it. Accordingly, the Green
Bonds 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 Green Bonds has been or will be
issued, or has been or will be in the possession
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 Green
Bonds that are or are intended to be disposed
of only to persons outside Hong Kong or only
to professional investors. No person allotted
Green Bonds may sell, or offer to sell, such
securities in circumstances that amount to an
offer to the public in Hong Kong within six
months following the date of issue of such
securities.
The contents of this Terms Sheet has 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 contents of this Terms Sheet, you should
obtain independent professional advice.
JAPAN
The Green Bonds have not been and will not
be registered under Article 4, paragraph 1 of
the Financial Instruments and Exchange Law
of Japan (Law No. 25 of 1948), as amended
(the FIEL) pursuant to an exemption from the
registration requirements applicable to a
private placement of securities to Qualified
Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of the
FIEL and the regulations promulgated
thereunder). Accordingly, the Green Bonds
may not be offered or sold, directly or indirectly,
in Japan or to, or for the benefit of, any
resident of Japan other than Qualified
Institutional Investors. Any Qualified
Institutional Investor who acquires Green
Bonds may not resell them to any person in
Japan that is not a Qualified Institutional
Investor, and acquisition by any such person of
Green Bonds is conditional upon the execution
of an agreement to that effect.
SINGAPORE
SINGAPORE SECURITIES AND FUTURES
ACT PRODUCT CLASSIFICATION: Solely for
the purposes of sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act
(Chapter 289 of Singapore) (the S FA), Mercury
has determined, and hereby notifies all
relevant persons (as defined in Section 309A
of the SFA) that the Green Bonds are
“prescribed capital markets products” (as
defined in the Securities and Futures (Capital
Markets Products) Regulations 2018).
This Terms Sheet and any other materials
relating to the Green Bonds have not been,
and will not be, lodged or registered as a
prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this
Terms Sheet and any other document or
materials in connection with the offer or sale,
or invitation for subscription or purchase, of
Green Bonds, may not be issued, circulated or
distributed, nor may the Green Bonds 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) Division 1, Part
XIII of the SFA, or as otherwise pursuant to,
and in accordance with the conditions of any
other applicable provisions of the SFA.
This Terms Sheet has been given to you on the
basis that you are (i) an "institutional investor"
(as defined in the SFA) or (ii) 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 Terms Sheet immediately. You may not
forward or circulate this Terms Sheet to any
other person in Singapore.
Any offer is not made to you with a view to the
Green Bonds being subsequently offered for
sale to any other party. There are on-sale
restrictions in Singapore that may be
applicable to investors who acquire Green
Bonds. As such, investors are advised to
acquaint themselves with the SFA provisions
relating to resale restrictions in Singapore and
comply accordingly.
UNITED KINGDOM
Neither this Terms Sheet 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 Green Bonds.
The Green Bonds may not be offered or sold
in the United Kingdom by means of this Terms
Sheet or any other document, except in
circumstances that do not require the
publication of a prospectus under section
86(1) of the FSMA. This Terms Sheet is issued
on a confidential basis in the United Kingdom
to "qualified investors" (within the meaning of
Article 2(e) of the UK Prospectus Regulation).
This Terms Sheet may not be distributed 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 Green Bonds 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 Mercury.
In the United Kingdom, this Terms Sheet 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
(Financial Promotions) Order 2005 (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 investment to which
this Terms Sheet relates is available only to
relevant persons. Any person who is not a
relevant person should not act or rely on this
Terms Sheet.
SWITZERLAND
The Green 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 Terms Sheet nor any
other offering or marketing material relating to
the Green Bonds constitutes a prospectus or a
similar notice, as such terms are understood
under art. 35 of the Swiss Financial Services
Act (FinSA) or the listing rules of any stock
exchange or regulated trading facility in
Switzerland.
No offering or marketing material relating to
the Green Bonds has been, nor will be, filed
with or approved by any Swiss regulatory
authority or authorised review body. In
particular, this Terms Sheet will not be filed
with, and the offer of Green Bonds will not be
supervised by, the Swiss Financial Market
Supervisory Authority.
Neither this Terms Sheet nor any other offering
or marketing material relating to the Green
Bonds may be publicly distributed or otherwise
made publicly available in Switzerland. The
Green Bonds will only be offered to investors
who qualify as "professional clients" (as
defined in the FinSA). This Terms Sheet is
personal to the recipient and not for general
circulation in Switzerland.

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