Precinct launches retail green bond offer
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
NZX announcement – 17 May 2021
Precinct launches retail green bond offer
Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) has announced an offer of up
to NZ$100,000,000 (with the ability to accept up to an additional NZ$50,000,000 in
oversubscriptions at Precinct’s discretion) of secured, unsubordinated, fixed rate six year
green bonds (Green Bonds) to institutional investors and New Zealand retail investors.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013
as an offer of debt securities of the same class as existing quoted debt securities.
The indicative margin range for the Green Bonds is 1.45% to 1.60% per annum over the
underlying swap rate, subject to a minimum interest rate of 2.85% per annum. The margin and
interest rate is expected to be set on 21 May 2021 following a bookbuild process and will be
announced by Precinct via NZX shortly thereafter.
The Green Bonds are expected to be quoted on the NZX Debt Market.
Further details of the offer of the Green Bonds are contained in the indicative terms sheet
which has been prepared for the offer and is attached.
There is no public pool for the offer, with all the Green Bonds reserved for clients of the Joint
Lead Managers, NZX participants and other approved financial intermediaries. The offer is
expected to close on 21 May 2021 following the bookbuild process.
Interested investors should contact a Joint Lead Manager (details below) or their usual
financial adviser for more details.
Arranger, Green Bond Co-ordinator and Joint Lead Manager
ANZ New Zealand Limited
Phone: 0800 269 476
Joint Lead Managers
Forsyth Barr Limited Bank of New Zealand Jarden Securities Limited
0800 367 227 0800 284 017 0800 005 678
Ends
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
For further information, please contact:
Scott Pritchard
Chief Executive Officer
Mobile: +64 21 431 581
Email: scott.pritchard@precinct.co.nz
George Crawford
Deputy Chief Executive Officer
Mobile: +64 21 384 014
Email: george.crawford@precinct.co.nz
Richard Hilder
Chief Financial Officer
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz
About Precinct (PCT)
Precinct is New Zealand’s only listed city centre specialist investing predominately in premium
and A-grade commercial office property. Listed on the NZX Main Board, PCT currently owns
Auckland’s HSBC Tower, AMP Centre, Jarden House, 1 Queen Street, Mason Bros. Building, 12
Madden Street, 10 Madden Street and Commercial Bay; and Wellington’s AON Centre, NTT
Tower, No. 1 and No. 3 The Terrace, Mayfair House and Bowen Campus.
Precinct owns Generator NZ, New Zealand’s premier flexible office space provider. Generator
currently offers 13,600 square metres of space across four locations in Auckland.
---
17 May 2021
INDICATIVE TERM SHEET
For an offer of up to $100,000,000 fixed rate secured green
bonds (plus up to $50,000,000 of oversubscriptions)
due 28 May 2027
Arranger, Green Bond
Co-ordinator and Joint
Lead Manager
Joint Lead Managers
FIXED RATE SECURED GREEN BONDS
02
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET
FOR AN ISSUE OF UP TO $100,000,000 FIXED RATE SECURED GREEN BONDS (PLUS UP TO $50,000,000 OF
OVERSUBSCRIPTIONS)
This Terms Sheet sets out the key terms of the offer (“Offer”) by Precinct Properties New Zealand Limited (“Precinct”) of up to
$100,000,000 fixed rate secured green bonds, with the ability to accept oversubscriptions at Precinct’s discretion of up to an additional
$50,000,000, maturing on 28 May 2027 (“Green Bonds”) under its master trust deed dated 27 November 2014 (as last amended on
25 August 2017 and as amended from time to time) (“Trust Deed”), as modified and supplemented by the supplemental trust deed
dated 17 May 2021 (together with the Trust Deed, “Trust Documents”) entered into between Precinct and The New Zealand Guardian
Trust Company Limited (“Supervisor”). Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same
meaning given to them in the Trust Documents.
Important Notice
The offer of debt securities by Precinct 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 Precinct's bonds maturing on:
• 17 December 2021 which have a fixed interest rate of 5.54% per annum and are currently quoted on the NZX Debt Market under
the ticker code PCT010; and
• 27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the
ticker code PCT020,
(together, “Existing Bonds”).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets
Conduct Regulations 2014.
Precinct 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/PCT.
The Existing Bonds are the only debt securities of Precinct that are currently quoted in the same class as the Green Bonds.
Investors can refer to nzx.com/markets/NZDX to find out how the market assesses the returns and risk premium for the Existing Bonds. This
website allows investors to compare the yield of the financial products listed on the NZX Debt Market. 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).
Key Terms of the Green Bonds
IssuerPrecinct Properties New Zealand Limited ("Precinct").
Description
The Green Bonds are fixed rate secured green bonds.
The Green Bonds will be secured by Mortgages and will rank equally with certain other senior
obligations of Precinct secured by the same Mortgages.
Security
The Green Bonds benefit (on an equal ranking basis with other secured creditors, including
Precinct’s lenders under the Bank Facility Agreement, holders of the Existing Bonds, holders of USPP
notes issued by Precinct in the United States and any future secured creditors) from mortgages over
real property (“Mortgages”) granted from time to time by Precinct and the Guarantors (each, a
“Security Provider”).
In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by
virtue of that security) rank ahead of all other creditors of that Security Provider other than certain
statutorily preferred creditors.
03
INDICATIVE TERMS SHEET
Guarantee
The Green Bonds are guaranteed on a joint and several basis by the Guarantors. The guarantee
obligations of the Guarantors are not limited and are secured by the Mortgages.
As at the date of this Terms Sheet, the Guarantors are Precinct Properties Holdings Limited and
Precinct Properties Wynyard Limited.
Purpose
The net proceeds of this offer are intended to be earmarked in accordance with Precinct’s
Sustainable Debt Framework dated 2020 (as amended from time to time) (the “Sustainable Debt
Framework”) to finance or refinance energy efficient buildings meeting the following criteria
(“Eligible assets”):
1. Certified as obtaining, or targeting, a minimum 5-Star NZGBC Green Star Built rating; or
2. Certified as obtaining, or targeting, a minimum 4-Star NABERSNZ Energy Base Building Rating or
Energy Whole Building Rating.
As at 31 March , Precinct has $1.8bn of Eligible assets.
In particular, as at the date of this Terms Sheet, Precinct 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 assets. Under the Sustainable Debt Framework, Precinct intends to maintain a
balance of Eligible assets, based on market value, which is larger than the sum of net proceeds from
all Green Bonds and other “use of proceeds” green bonds and loans.
A copy of the Sustainable Debt Framework is available on Precinct’s website at https://
www.precinct.co.nz/investors/bondholder-and-noteholder-information.
The Green Bond Principles
Precinct has developed and adopted the Sustainable Debt Framework to ensure that, as at the
date of this Terms Sheet, its processes for identifying Eligible assets 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.
Precinct intends to seek assurance from an approved verifier of compliance of green bonds under
the Sustainable Debt Framework with the Green Bond Principles and the Sustainable Debt
Framework, on an annual basis. Ernst & Young Limited has provided a limited assurance report to
Precinct in relation to compliance of the Existing Bonds. A copy of that limited assurance report is
available on Precinct’s website at https://www.precinct.co.nz/investors/bondholder-and-
noteholder-information.
No Event of Default in relation to
Sustainable Debt Framework or
Green Bond Principles
If:
• Precinct fails to earmark the proceeds of the Green Bonds as described in this Terms Sheet or the
Sustainable Debt Framework;
• Precinct fails to comply with the Sustainable Debt Framework;
• the Green Bonds cease to satisfy the Green Bond Principles (or market practices, standards,
principles or regulations further develop in a way that the Green Bonds are not consistent with);
or
•
Precinct fails to notify holders of Green Bonds (“Holders”) that the Green Bonds cease to comply
with the Sustainable Debt Framework or the Green Bond Principles,
then:
• the bonds may cease to be labelled or trade as green bonds, but no Event of Default will occur
in relation to the Green Bonds; and
• neither the Holders nor Precinct have any right for the Green Bonds to be repaid early.
No Rating
The Green Bonds are unrated.
04
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
Issue Amount
Precinct is offering up to $100,000,000 of Green Bonds, with the ability to accept oversubscriptions at
its discretion of up to an additional $50,000,000.
Opening Date
Monday, 17 May 2021.
Closing Date
12.00pm, Friday, 21 May 2021.
Rate Set Date
Friday, 21 May 2021.
Issue Date and Allotment Date
Friday, 28 May 2021.
Expected Date of initial
quotation on NZX Debt Market
Monday, 31 May 2021.
Maturity Date
Friday, 28 May 2027.
Interest Rate
To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild
process.
The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be
less than the minimum Interest Rate of 2.85% per annum.
The Interest Rate will be announced by Precinct via NZX on or shortly after the Rate Set Date.
Interest will accrue from the Issue Date of the Green Bonds.
Indicative Issue Margin
The indicative range of the Issue Margin is 1.45–1.60% per annum.
Base 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 Precinct, according to market
convention, with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date
and rounded to 2 decimal places, if necessary, with 0.005 being rounded up.
Interest Payments
Interest will be payable semi-annually in arrear in equal amounts on 28 May and 28 November of
each year up to and including the Maturity Date. 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.
The First Interest Payment Date is on 28 November 2021. As this is a Sunday, interest will be payable
on Monday, 29 November 2021.
05
INDICATIVE TERMS SHEET
Loan to Value Ratio
Precinct must ensure that while the Green Bonds are outstanding, the total principal amount of all
outstanding borrowed money secured by the Mortgages does not exceed 50% of the Mortgaged
Property Value (the “Loan to Value Ratio”).
A breach of the Loan to Value Ratio covenant will not automatically trigger an Event of Default, but
will instead trigger an Event of Review. Following that breach, Precinct may have up to 13 months to
remedy the breach before it will trigger an Event of Default (up to six months to remedy the breach
and, if the breach is not remedied and after Precinct has given notice of the failure to remedy the
breach (such notice to be provided within 20 Business Days after the end of that six month period),
six months to execute any plan provided to the Supervisor to remedy the relevant breach).
For full details of the Events of Default and Events of Review, see clauses 11.1 and 11.2 of the Trust
Deed.
Permitted Security
As a general matter, Precinct undertakes to the Holders that it will not grant security over any of its
assets. There are certain exclusions to this undertaking, being security:
• granted over debt in an amount equal up to 15% of the Group’s Total Tangible Assets. However,
such security is only permitted if there is no Event of Default at the time the security is granted
and one will not occur as a result of granting such security; or
• which arises by statute; or
• which is in favour of the Security Trustee; or
• granted with the consent of the Bank Facility Lenders.
The consent of Holders for Precinct to grant security over any of its assets is not required in the above
circumstances. Such security may rank behind the Mortgages or may be over assets which Holders
do not have security over.
Distribution Stopper
Precinct is not permitted to make any Distribution to any person outside the Group if an Event of
Default has occurred and is continuing or if the making of the Distribution would result in the
occurrence of an Event of Default.
Brokerage
0.50% plus 0.25% on firm allocations paid by Precinct.
Record Date
The tenth calendar day before the due date for that payment or, if that day is not a Business Day,
the preceding Business Day or such other date as is advised by the Registrar to Holders from time to
time.
Principal Amount and Issue Price
$1.00 per Green Bond.
Minimum Application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Registrar
Computershare Investor Services Limited.
Further Indebtedness
Precinct may, without the consent of the Holders of the Green Bonds, issue additional securities or
other debt obligations on such other terms and conditions as Precinct may think fit.
06
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
How to apply
All of the Green 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 any
Joint Lead Manager, their financial adviser or any primary market participant for details on how they
may acquire Green 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 Green Bonds will be at Precinct's
discretion, in consultation with the Joint Lead Managers. Precinct 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 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.
ISIN
NZPCTDT003C7
Transfers
Holders are entitled to sell or transfer their Green Bonds at any time subject to the terms of the Trust
Documents and applicable securities laws and regulations. Precinct may decline to register a
transfer of Green Bonds for the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000, and integral multiples of $1,000
thereafter. No transfer of Green Bonds or any part of a Holder’s interest in a Green Bond will be
registered if the transfer would result in the transferor or the transferee holding or continuing to hold
Green Bonds with an aggregate principal amount of less than the minimum holding of $5,000 (other
than zero).
NZX Quotation
Precinct will take any necessary steps to ensure that 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 the requirements of NZX relating thereto 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 Debt Market Ticker Code
PCT030
Selling Restrictions
The Green Bonds may only be offered for sale 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.
No action has been or will be taken by Precinct 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.
By purchasing the Green Bonds, each Holder agrees to indemnify Precinct, the Arranger, the Green
Bond Co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor in respect of
any loss, cost, damages, liability or expense sustained or incurred by Precinct, the Arranger, the
Green Bond co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor as a result
of the breach by the Holder of these selling restrictions.
07
INDICATIVE TERMS SHEET
The dates set out in this Terms Sheet are indicative only and are subject to change. Precinct has the right in its absolute discretion and
without notice to close the Offer early, to accept late applications, to extend the Closing Date (subject to the applicable NZX Listing
Rules) or to choose not to proceed with the Offer. If the Closing Date is extended, subsequent dates may be extended accordingly. If
Precinct chooses not to proceed with the Offer, all application monies received will be refunded (without interest) as soon as
practicable (within 10 Business Days).
Copies of the Trust Documents can be obtained on request to the Registrar or Precinct at the addresses set out below (or such office
as may be notified to Holders).
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.
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 Precinct, visit www.nzx.com/companies/PCT.
08
CONTACT DETAILS
CONTACT DETAILS
NameContact details
IssuerPrecinct Properties New Zealand LimitedLevel 12
188 Quay Street
Auckland 1010
Email: hello@precinct.co.nz
RegistrarComputershare Investor Services LimitedLevel 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Arranger and Green Bond Co-ordinatorANZ Bank New Zealand LimitedLevel 26, ANZ Centre
23-29 Albert Street
Auckland 1010
Joint Lead ManagersANZ Bank New Zealand LimitedLevel 26, ANZ Centre
23-29 Albert Street
Auckland 1010
Bank of New ZealandLevel 6, Deloitte Centre
80 Queen Street
Auckland 1010
Forsyth Barr LimitedLevel 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Jarden Securities LimitedLevel 32 PwC Tower
15 Customs Street West
Auckland 1010
SupervisorThe New Zealand Guardian Trust Company
Limited
Level 16
191 Queen Street
Auckland 1010
Security TrusteePublic TrustLevel 9
34 Shortland Street
Auckland 1010
Legal advisors to PrecinctChapman TrippLevel 34, PwC Tower
15 Customs Street West
Auckland 1010
P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D
F I N A L T E R M S S H E E T
XX MAY 2021
$100,000,000 fixed rate Green bonds
[NOT FINAL VERSION - TO BE REPLACED BY INDESIGN PDF VERSION]
Arranger, Green Bond
Co-ordinator and Joint
Lead ManagerJoint Lead ManagersJoint Lead Managers
---
Senior secured fixed rate green bonds –May 2021, Slide1
Fixed Rate
Green Bond Offer
May 2021
JOINT LEAD MANAGERS
ARRANGER, GREEN BOND CO-
ORDINATOR AND JOINT LEAD MANAGER
Senior secured fixed rate green bonds –May 2021, Slide2
Disclaimer
The information and opinions in this presentation were prepared by Precinct Properties New Zealand Limited (Precinct) in relation to its offer of green bonds described
in this presentation (Green Bonds). The offer of the Green Bonds is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).The Green Bonds will have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Precinct’s bonds
maturing on:
•17 December 2021 which have a fixed interest rate of 5.54% per annum and are currently quoted on the NZX Debt Market under the ticker code PCT010; and
•27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the ticker code PCT020.
(together, the Existing Bonds).Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014.
Precinct is subject to a disclosure obligation that requires it to notify certain material information to NZX for the purposeofthat information being made available to
participants in the market and that information can be found by visiting https://www.nzx.com/companies/PCT.The Existing Bonds are the only debt securities of
Precinct that are currently quoted in the same class as the Green Bonds.Investors should look to the market price of the Existing Bonds to find out how the market
assesses the returns and risk premium for those bonds.
This presentation is provided for information purposes only and is of a general nature. The information contained in this presentation does not constitute financial
product advice, investment advice or any recommendation by Precinct, ANZ Bank New Zealand Limited (the Arranger and Green Bond Co-ordinator), (together with
the Arranger and Green Bond Co-ordinator, the Joint Lead Managers), The New Zealand Guardian Trust Company Limited (the Supervisor) or any of their respective
directors, officers, employees, affiliates, agents or advisers to subscribe for, or purchase, any of the Green Bonds. Nothinginthis presentation constitutes legal, financial,
tax or other advice. The information in this presentation does not take into account the particular investment objectives, financial situation, taxation position or needs of
any person. You should make your own assessment of an investment in Precinct and should not rely on this presentation. In allcases, you should conduct your own
research on Precinct and analysis of any offer, the financial condition, assets and liabilities, financial position and performance, profits and losses, prospects and
business affairs of Precinct, and the contents of this presentation.
Precinct makes no representation or warranty as to the accuracy or completeness of the information in this presentation. Noneofthe Arranger and Green Bond Co-
ordinator, the Joint Lead Managers or the Supervisor or any of their respective directors, officers, employees, affiliates oragents have independently verified the
information contained in this presentation.
Opinions including estimates and projections in this presentation constitute the current judgement of Precinct as at the dateofthis presentation and are subject to
change without notice. Such opinions are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors,
many of which are beyond Precinct’s control, and which may cause actual results to differ materially from those expressed in this presentation.
Precinct undertakes no obligation to update any information or opinions whether as a result of new information, future eventsorotherwise.
No contract or other legal obligations shall arise between Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor and any
recipient of this presentation.
None of Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor or any of their respectivedirectors, officers, employees and
agents: (a) accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of
Green Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; or (c) make any representation, recommendation or
warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,
statement or opinion contained in this presentation and accept no liability (except to the extent such liability is found by a court to arise under the FMCA or cannot be
disclaimed as a matter of law).
The Green Bonds may only be offered for sale 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.No action has been or will be taken by Precinct 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).
Application has been made to NZX for permission to quote the Green 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 presentation have been duly complied with. However, NZX accepts no responsibility for any statement in this
document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
Senior secured fixed rate green bonds –May 2021, Slide3
The Offer
Up to $100m senior secured
green bonds (with ability to
accept oversubscriptions of up
to an additional $50m)
6-year term
Maturing on 28 May 2027
Precinct’s first green bond
issue since establishing
sustainable debt framework in
2020
Security of $3.1bn of prime
grade assets including $1.8bn
of green assets
Senior secured fixed rate green bonds –May 2021, Slide4
Precinct Portfolio
•Portfolio significantly enhanced
over the past 10 years through
completion of developments
•Premium portfolio remains resilient
through the COVID pandemic
despite concerns around office
market
•Since 31 March 2020 Precinct has
had significant leasing success and
87% client retention
•Precinct assets continue to
experience strong occupier
demand
•Commitment to One Queen Street
expected pre 30 June 2021
72%
Investment portfolio weighting
to Auckland
$3.1bn
Size of portfolio
12 years
Average portfolio asset age
+37,000sqm
Leasing since the start of COVID
(31 March 2020)
87%
Pre-leased on committed
developments
Senior secured fixed rate green bonds –May 2021, Slide5
Auckland market
•Despite addition of new supply prime
vacancy rate (6.8%) is only slightly higher
than the 20-year average (5.4%, Colliers)
•Well located prime assets outperforming
•Waterfront prime vacancy of 2.9%
•Sublease and vacancy in ‘traditional’ submarkets
•Demand for Waterfront location, quality, amenity
and public transport links
•Workplace trends improving affordability
•Importance of working from office recognised for
collaboration, creativity and culture
•In February ~85% of Precinct client
employees were back in the office
•Return to the city occurring quicker after
lockdowns
Auckland CBD office vacancy
Source: Colliers International, Precinct Properties
0%2%4%6%8%10%12%14%16%
Britomart
PCT Waterfront
Western Corridor
Core
Midtown
Total Prime
Total Secondary
Overall Vacancy
Dec-19Change to Dec-20
Source: TomTom
North of Customs Street
2.9%
Waterfront prime vacancy (Colliers)
2,200sqm
Largest single expiry in Precinct Waterfront
portfolio over the next 3 years
7.2 years
WALT of Precinct waterfront properties
TomTom Auckland Rush Hour 2020 vs 2019
% change
Senior secured fixed rate green bonds –May 2021, Slide6
0%
10%
20%
30%
40%
50%
60%
Vacant21222324252627282930>30
% of NLA
Financial Year
Largest 3 clients
0%
1%
2%
3%
4%
5%
20202021202220232024
CBREJLLColliersLong-term Average
Wellington market
•Prime vacancy rates continue to remain
below long term average (2.1%)
•Occupier market remains strong;
•Growth in public sector workforce,
•Minimum NABERSNZ standards for crown agencies,
•Seismic awareness and demand for resilience
•Demand illustrated by the recent NZTA
leasing success at Bowen Campus
(8,660m
2
)
•As a result the market is experiencing;
•Rental growth,
•Material firming of prime yields, and
•A more established two tier market (prime vs rest)
Forecast prime vacancy
Source: CBRE, Colliers International, JLL
Precinct Wellington lease expiry profile
Source: Precinct Properties
+27%
Increase in Wellington public
service FTEs (2017 to 2020)
+84,000m
2
Implied increase in demand from
change in Govt. FTEs (15.2m
2
per FTE)
1%
Prime vacancy (Colliers)
Senior secured fixed rate green bonds –May 2021, Slide7
Portfolio earnings certainty
Precinct’s well located buildings,
high occupancy, quality client
base, and long WALT gives
confidence in our earnings outlook
•31% of gross office rental income
from government organisations with
a WALT of 13 years
•Limited expiry over next 6 years
•58% of the portfolio benefits from
structured reviews (average of 3.0%
p.a.) providing secure cashflow
•FY20 COVID abatements totalled
1.1% of gross revenue ($1.7m)
Office lease expiry profile
7.7 years
Weighted average
lease term
98%
Occupancy
31%
15%
29%
9%
17%
Office Revenue by Industry
Government (Local and
Central)
Legal
Financial Services,
Banking, and Insurance
Information Technology
Other
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
Vacant21222324252627>27
WellingtonAuckland
Senior secured fixed rate green bonds –May 2021, Slide8
Sustainability at Precinct
Precinct is committed to enabling sustainable
and successful business, improving our
operational performance and incorporating
sustainable designacross our portfolio of
properties
•Governance:
•Sustainability Committee
•Board ESG Committee
•Improved disclosure:
•GRI and TCFD reporting
•GRESB, CDP & MSCI benchmarking
•Measurement and targets:
•Greenstar and NABERSNZ
•Measure and verify carbon emissions
•Toitūcarbonzerocertification
•Offset unavoidable operational
emissions and embodied emissions
from developments
•Adopted measurable targets
OurGRI Framework
Senior secured fixed rate green bonds –May 2021, Slide9
ESG Progress
Precinct’s success to date
•23% reduction in carbon intensity
•21% reduction in Scope 1 emissions
•Established green bond programme
•Green bond framework (see appendix)
•Assurance undertaken in November 2020
•Annual assurance and use of proceeds
reporting
20172020
GRESB –Precinct / Global Average47 /6383/ 70
Emissions (tCO2)/sqm17.913.8
CDPN/AB-
Green office assets by Portfolio Value*
•As at 31 March 2021, green assets defined as per
sustainable debt framework including committed
projects and targeted ratings (based on total project
cost).
•More detail can be found in the Appendix
$1.8bn
Valueof green assets
(including committed developments)
Green asset eligibility (minimum)
•5 Star Green Star rating (Excellence); or
•4 Star NABERSNZ (Excellent)
64%
36%
Green AssetsNon-Green
Senior secured fixed rate green bonds –May 2021, Slide10
Selection of existing green assets
Mason Brothers Building
PwC Tower -Commercial Bay
Charles Fergusson Building
City:Auckland Auckland Wellington
Net lettable
area:
4,670 sqm39,400 sqm14,000 sqm
Green Star
Rating:
6 Star built5 Star design (targeting 5 star built)4 Star built
NABERSNZ:5.5 Star rating+ 4 Star rating target4.5 Star rating
Completion:201620202018
Value:$50.3m$625.0m$97.9m
Clients:ATEED, WAM and Mott MacdonaldPwC, Jarden, Chapman TrippMinistry of Primary Industries
WALT:4.5 years10.6 years12.5 years
Senior secured fixed rate green bonds –May 2021, Slide11
40 and 44 Bowen Street
City:Wellington
Net lettable area:21,500 m
2
Green Star rating:5 Star Built targeted
NABERSNZ:4 Star rating targeted
Status:Completion in 2022 / 2023
Total project cost:$195m
Clients:EY, Fujitsu, KPMG, NZTA
Pre leased:87%
WALT:11 years
The embodied carbon related
to the structure and façade of
40 Bowen Street has been offset
Senior secured fixed rate green bonds –May 2021, Slide12
Transaction benefits
•Increases tenor from 3.8 years to 4.0
years
•Staggering of debt maturity profile
•Initially used to repay bank debt
•Increases non bank secured
funding diversity from 34% to 40%
Debt facility expiry profile(post issue)
Secured borrowings funding diversity(post issue)
4.0 years
Weighted average term to
expiry post issue
40%
Non-bank secured funding
post issue
$200 m
$400 m
Jun 21Jun 22Jun 23Jun 24Jun 25Jun 26Jun 27Jun 28Jun 29>Jun
29
Debt Facility Expiry Profile
Year ending
BankUSPPBondBank - UndrawnConvertible Note
Bank debt
60%
NZ Listed
bonds
22%
USPP
18%
Bank debtNZ Listed bondsUSPP
Senior secured fixed rate green bonds –May 2021, Slide13
Security and covenants
•The Green Bonds are secured by Mortgages granted by the Precinct
Group Companies over the Mortgaged Properties
•Value of the Mortgaged Properties as at 17 May 2021 totalled $3.1 bn
•The Bond Trustee can give enforcement directions for Major Bond
Default Events
•Non-payment of principal at maturity (for 10 business days) or interest for a period of
3 business days
•Default by Precinct for borrowed money in excess of $15m
•A breach of the Loan To Value Ratio which must not exceed 50%, subject to the
breach not being remedied within a specified time period
•As at 31 March 2021 this Loan to Value Ratio was 34% (allowing for the
ANZ Centre sale settlement on 13 May 2021)
•Breach of Loan to Value Ratio is an Event of Review,
•Precinct will have up to approximately 13 months to remedy the breach before it will
be an Event of Default
•If bonds cease to be labelled or trade as Green Bonds no Event of
Default will occur
•No dividends paid if an Event of Default is occurring
Senior secured fixed rate green bonds –May 2021, Slide14
Key terms of the offer
IssuerPrecinct Properties New Zealand Limited
InstrumentSenior secured fixed rate green bonds (Green Bonds)
GuarantorsPrecinct Properties Holdings Limited and Precinct Properties Wynyard Limited
Rankingand Security
The Green Bonds benefit (on an equal ranking basis with other secured creditors, including
Precinct’s lenders under the Bank Facility Agreement, Holders of the Existing Bonds, holders of USPP
notes issued by Precinct in the United States and any future secured creditors) from mortgages over
real property (“Mortgages”) granted from time to time by Precinct and the Guarantors (each, a
“Security Provider”).
In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by
virtue of that security) rank ahead of all other creditors of that Security Provider other than certain
statutorily preferred creditors.
Issue AmountUp to $100 million (with ability to accept oversubscriptions of up to an additional $50 million)
Tenor and Maturity6 years maturing 28 May 2027
InterestRate
To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild process. The
Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be less than the
minimum Interest Rate of 2.85% per annum
IndicativeIssue Margin1.45% -1.60% p.a.
Interest PaymentsSemi-annually in arrear in equal payments on 28 May and 28 November of each year
Minimum ApplicationThe minimum application is$5,000, with multiples of $1,000 thereafter
ListingIt is expected the GreenBonds will be quoted under the ticker code PCT030 on the NZX Debt Market
Credit Rating Precinctand the Green Bonds are not rated
Senior secured fixed rate green bonds –May 2021, Slide15
KEY DATES
Date
Offer opensMonday, 17 May 2021
Offer closes12:00pm, Friday, 21 May 2021
Rate Set DateFriday, 21 May 2021
Issue DateFriday, 28 May 2021
Expected date of quotation on the NZX Debt MarketMonday, 31 May 2021
Interest payments
28 May and 28 November in each year during the
term of the Green Bonds
Maturity date28 May 2027
Appendix
Senior secured fixed rate green bonds –May 2021, Slide17
10 Year historical performance
Key financial covenants
WALT and Occupancy
Overall debt facilities and tenor
Total Leasing Transactions
1.0 yrs
2.0 yrs
3.0 yrs
4.0 yrs
5.0 yrs
6.0 yrs
$200 m
$400 m
$600 m
$800 m
$1,000 m
$1,200 m
$1,400 m
11121314151617181920
Facility Tenor
Total Facilities
BNZWestpac
ANZCBA
OtherListed bond
USPPWeighted Facility Expiry
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
11121314151617181920
Loan to Value
Interest coverage ratio
Loan to ValueInterest Coverage Ratio
20,000 m²
40,000 m²
60,000 m²
80,000 m²
100,000 m²
120,000 m²
0708091011121314151617181920
Total Leasing Transactions
Financial Year End
Total Leasing Transactions
50%
60%
70%
80%
90%
100%
0.0
2.0
4.0
6.0
8.0
10.0
11121314151617181920
Occupancy
WALT
Financial Year End
OccupancyWALT
Senior secured fixed rate green bonds –May 2021, Slide18
Green bond framework
Use of proceeds
An amount equivalent to the net proceeds from the issuance
of Green Bonds will be used wholly or in part to finance or
refinance existing and/or planned Eligible assets
Eligible assets
Eligible assets are defined as meeting the following criteria:
1.Certified as obtaining, or targeting, a minimum 5-Star
NZGBC Green Star Built rating; or
2.Certified as obtaining, or targeting, a minimum 4-Star
NABERSNZ Energy Base Building Rating or Energy Whole
Building Rating.
Process for
Project
Evaluation and
Selection
Precinct has processes that are in place to ensure that Eligible
assets are identified and evaluated appropriately to ensure
compliance with this Framework
Management of
Proceeds
Precinct commits to tracking the receipt and allocation of net
proceeds via internal reporting systems.
Precinct will maintain a register of Eligible assets, including the
notional allocation of net proceeds against each Eligible
asset. Precinct intends to fully allocate net proceeds
immediately following issuance of any Green Bonds.
Reporting and
Assurance
Annual Use of Proceeds reporting
In accordance with the applicable market standards, Precinct
will seek assurance from an approved verifier on an annual
basis, and as deemed necessary by Precinct
On our website you
can find a copy of
Precinct’s
sustainable debt
framework here
Senior secured fixed rate green bonds –May 2021, Slide19
Green assets
AddressCityBuilding NameUseLast AssuranceNABERSNZ RatingGreen Star Rating
Asset Value
2
(NZ$m)
21 Queen StreetAucklandJarden HouseOffice9-Nov-204 Star Base Build Rating5 Star Office Built Rating 138.0
29 Customs StreetAucklandAMP CentreOffice9-Nov-204 Star Base Build RatingN/A221.5
139 Pakenham StreetAucklandMason BrothersOffice9-Nov-205.5 Star Base Build Rating6 star custom built rating50.3
12 Madden StreetAuckland12 Madden StreetOffice9-Nov-205 Star Base Build Rating5 star custom built rating95.3
10 Madden StreetAuckland10 Madden StreetOffice9-Nov-20Targeting 4 Star5 Star Custom Design Rating82.5
15 Customs StreetAucklandCommercial Bay TowerOffice9-Nov-20Targeting 4 Star
5 Star Office Design (2009)
Rating
625.0
38 Bowen StreetWellingtonCharles Fergusson BuildingOffice9-Nov-204.5 Star Base Build Rating4 Green Star Office Built V3 97.9
34 Bowen StreetWellingtonDefence HouseOffice9-Nov-20Targeting 4 StarTargeting 4 Star184.9
44-52 The TerraceWellingtonMayfair HouseOfficeN/ATargeting 4 StarTargeting 4 Star77.0
Total existing green assets1,572.4
Committed Green Development Assets
AddressCityBuilding NameUseNABERSNZ RatingGreen Star Rating
Total project
cost (NZ$m)
40 Bowen StreetWellington40 Bowen StreetOffice9-Nov-20Targeting 4 Star
5 Star (design and as built)
Rating
90.2
44 Bowen StreetWellington44 Bowen StreetOfficeN/ATargeting 4 Star
5 Star (design and as built)
Rating
104.8
Total Committed green development assets195.0
Total value of eligible assets -Based on last assurance1,585.6
Total value of eligible assets –As at 31 March 20211,767.4
1. Eligible assets must have a minimum (or target) 5-star NZGBC Green Star Built rating or a minimum 4-Star NABERSNZ Energy BaseBuilding Rating
2. Independent market valuation as at 31 December 2020
Senior secured fixed rate green bonds –May 2021, Slide20
Security
•The Green Bonds are secured by Mortgages granted by the Precinct Group
Companies over the Mortgaged Properties in favour of the Security Trustee
(Public Trust), for and on behalf of the secured creditors
•Total assets as at 31 March 2021 was $3.22 billion and of that the value of
the Mortgaged Properties as at 31 March 2021 was $3.08 billion
1
(total
liabilities as at 31 March 2021 was $1.39 billion and of that committed senior
secured obligations was $1.06 billion)
•The Majority Beneficiaries can instruct the Security Trustee to give certain
waivers and to amend certain provisions of the Security Trust Deed and also
give instructions in relation to enforcement.
•The Bond Trustee can give enforcement directions for Major Bond
Default Events. Bank Facility Agent, USPP Noteholders and other
Beneficiaries may also be entitled to give directions.
•To the extent that the Bond Trustee is entitled to give instructions to the
Security Trustee, given the limited time periods to provide instructions,
the Bond Trustee is unlikely to have time to obtain instructions from the
Bondholders in most instances.
1
Excludes ANZ Centre following disposal in May 2021
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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