Precinct Properties New Zealand Limited logo

Precinct launches retail green bond offer

Debt Issuance16 May 2021PCTReal Estate

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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