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PCT $250m Equity Raise to fund Wellington acquisitions

Capital Raise17 June 2021PCTReal Estate

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NZX announcement – 18 June 2021

PCT $250 m Equity Raise to fund Wellington acquisitions

Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) is pleased to announce a $250

million equity raise to fund the acquisition of two Wellington office buildings through an

underwritten $220 million Placement (Placement) and a non-underwritten Retail Offer of up

to $30 million with the ability to accept oversubscriptions at Precinct’s discretion (Retail Offer)

(together, the Equity Raise).

The proceeds from the Equity Raise will be used to fund the acquisition of two Wellington office

assets, Bowen House and the Freyberg Building, and reduce Precinct’s gearing providing

additional funding capacity to assist with future development opportunities. Following the two

Wellington acquisitions and the recently announced draft full year revaluation gain of $284

million, FY21 year-end gearing is expected to be around 29%.

Scott Pritchard, Precinct’s CEO, said “Precinct raising $250 million of equity will fund the

acquisition and redevelopment of Bowen House in Wellington. We are also undertaking due

diligence on the Freyberg Building in Wellington and expect to complete the acquisition

imminently. The Wellington market continues to show strong demand for prime grade office,

underpinned by an increase in the public sector workforce. We are seeing solid rental growth

and very low levels of prime vacancy. We believe Precinct is well positioned to leverage its

Wellington office accommodation offering, as demonstrated by the successful pre-leasing of

40 & 44 Bowen Street from both the corporate and public sector.”


Today, Precinct has also announced that the Board expects dividend guidance for the 2022

financial year of 6.70 cps. This represents 3.1% year-on-year growth in dividends to

shareholders.

Details of the Wellington acquisitions:

Precinct has entered into an agreement to acquire Bowen House in Wellington. This high

profile office building is situated in the heart of the government precinct at the northern fringe

of the CBD and is in close proximity to several of Precinct’s existing assets. The 14,000 square

metre tower comprises 23 levels of office space, ground floor retail tenancies, an entry lobby

to the Beehive via a subterranean link, and carparking.



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Precinct will pay $92 million and undertake a comprehensive redevelopment of the building

at an estimated cost of around $57 million. The redevelopment will include seismic

strengthening (to 100% NBS) and refurbishment works. On completion of works in mid 2023,

Bowen House will be fully occupied by The Parliamentary Services on a new 15-year net lease.

The acquisition is expected to yield 5.25% on completion of the works and is expected to settle

in July 2021.

Commercial terms have also been agreed for the acquisition of the Freyberg Building in

Wellington. This is a strategic redevelopment opportunity located in the Government precinct

and remains conditional at this stage on Precinct due diligence. On completion of the

acquisition, Precinct anticipates progressing with design for the redevelopment while

benefiting from holding income.

Details of the Equity Raise:

The $250 million Equity Raise comprises an underwritten Placement of approximately $220

million and a non-underwritten Retail Offer of up to $30 million (with the ability to accept

oversubscriptions at Precinct’s discretion).

The $220 million Placement is underwritten (excluding Haumi’s pre-commitment noted below)

and will be conducted today through a bookbuild in which institutional and other select

investors in New Zealand, Australia and other jurisdictions will be invited to participate. The

Placement has been underwritten at a floor price of $1.51 per new share, being a 5.0%

discount to the last close price of $1.59 on 17 June 2021. Settlement and allotment of new

shares issued under the Placement will take place on 24 June 2021. A trading halt has been

granted by NZX to facilitate the Placement.

Precinct also intends to undertake a non-underwritten Retail Offer of up to $30 million to allow

eligible shareholders with a registered address in New Zealand to apply for up to $50,000 of

new shares. New shares will be offered under the Retail Offer at the lower of the price paid

by investors in the Placement, and the volume weighted average price of Precinct’s shares

traded on NZX during the five trading days up to, and including, the Retail Offer closing date.

The closing date for Retail Offer applications by eligible shareholders is 2 July 2021.

If the Retail Offer is oversubscribed, applications will be scaled having regard to shareholdings

at 5.00pm (NZT) on the record date of 17 June 2021 and otherwise at Precinct’s discretion.



NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


The Retail Offer has been designed so that most eligible shareholders will have the ability to

preserve their current relative shareholding if they choose to participate. Settlement and

allotment of new shares issued under the Retail Offer will take place on 8 July 2021.

Haumi Company Limited (acting in its capacity as the general partner of Haumi (NZ) Limited

Partnership, Precinct’s largest shareholder) has made a bid into the Placement with a target

of maintaining a shareholding of approximately 15% (following assumed conversion of the

PCTHA convertible notes).

Further details regarding the Retail Offer can be found at www.shareoffer.co.nz/precinct

.

New shares to be issued under both the Placement and the Retail Offer will rank equally in all

respects with Precinct’s existing ordinary shares on issue.

Equity Raise key dates:

Retail Offer Record Date 5:00pm (NZT) on 17 June 2021

Announcement of Equity Raise and Placement

bookbuild while Precinct is in Trading halt

18 June 2021

Retail Offer Opening Date 22 June 2021

Settlement and allotment of new shares issued under

the Placement

24 June 2021

Retail Offer Closing Date 5:00pm (NZT) on 2 July 2021

Settlement and allotment of new shares issued under

the Retail Offer

8 July 2021

Dividend (fourth Quarter) Payment Date 24 September 2021






NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


Additional information:

Additional information regarding the Equity Raise is contained in the investor presentation

accompanying this announcement.

Nothing contained in this announcement constitutes investment, legal, tax or other advice.

Investors are encouraged to seek appropriate professional advice before making any

investment decision.

Ends


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


















NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES


About Precinct (PCT)

Precinct is New Zealand’s only listed city centre specialist investing predominantly 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, One Queen Street, 204 Quay Street,

Mason Bros. Building, 12 Madden Street, 10 Madden Street, PwC Tower and Commercial Bay

Retail; and Wellington’s AON Centre, NTT Tower, Central on Midland Park, No. 1 and No. 3

The Terrace, Mayfair House, Charles Fergusson Building and Defence House.

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.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement does not constitute an offer of securities in any place outside New

Zealand. In particular, this announcement does not constitute an offer to sell, or a solicitation

of an offer to buy, any shares in the United States or in any jurisdiction in which such an offer

would be illegal. The offer and sale of the shares referred to in this announcement have not

been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of

any state or other jurisdiction of the United States and accordingly, such shares may not be

offered, sold or otherwise transferred, directly or indirectly, in the United States or to any

person acting for the account or benefit of a person in the United States (to the extent such

person is acting for the account or benefit of a person in the United States).

You must not send copies of this announcement or any other material relating to the Retail

Offer to any person in the United States or elsewhere outside New Zealand.

Future performance: This announcement contains certain "forward-looking statements" such as indications of, and guidance on,

future earnings and financial position and performance. Forward-looking statements can generally be identified by the use of

forward-looking words such as, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe',

'forecast', 'estimate', 'target', 'outlook', 'guidance' and other similar expressions within the meaning of securities laws of applicable

jurisdictions and include, but are not limited to, forecast EBITDA, operating cashflow, future effective tax rates, the company’s

development program, distribution guidance, estimated asset life, the outcome and effects of the Offer and the use of proceeds

and property market forecasts/trends, and any statements referencing or relating to the Covid-19 pandemic. The forward-looking

statements contained in this announcement are not guarantees or predictions of future performance and involve known and

unknown risks and uncertainties and other factors, many of which are beyond the control of Precinct, and may involve significant

elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no

assurance that actual outcomes will not materially differ from these forward-looking statements. A number of important factors

could cause actual results or performance to differ materially from the forward-looking statements, including the risk factors set

out in this presentation. Investors should consider the forward-looking statements contained in this announcement in light of those

disclosures. The forward-looking statements are based on information available to Precinct as at the date of this announcement.

Except as required by law or regulation (including the NZX Listing Rules), Precinct undertakes no obligation to provide any

additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and

guidance on, future earnings or financial position or performance are also forward-looking statements.

---

PRECINCT PROPERTIES, 2021 EQUITY RAISE Slide1
Equity Raising

Placement and

retail offer

18 June 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Placement and retail offer -June 2021 Slide2
Not for distribution or release in the United States

Disclaimer

This presentation has been prepared by Precinct Properties New Zealand Limited (Precinct).

This presentation has been prepared in relation to the offer of new shares in Precinct (NewShares) by way of a:

•Placement to selected institutional investors (Placement); and

•Retail offer to Precinct’s existing shareholders with an address in New Zealand (Retail Offer),

under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (together, the Offer).

Information: This presentation contains summary information about Precinct and its activities which is current as

at the date of this presentation. The information in this presentation is of a general nature and does not purport

to be complete nor does it contain all the information which a prospective investor may require in evaluating a

possible investment in Precinct or that would be required in a product disclosure statement for the purposes of

the Financial Markets Conduct Act 2013. The historical information in this presentation is, or is based upon,

information that has been released to NZX Limited (NZX). This presentation should be read in conjunction with

Precinct's other periodic and continuous disclosure announcements, which are available at www.nzx.com.

NZX: The New Shares will be quoted on the NZX Main Board upon completion of allotment procedures. The NZX

Main Board is a licensed market operated by NZX, a licensed market operator, under the Financial Markets

Conduct Act 2013. However, NZX accepts no responsibility for any statement in this presentation.

Not financial product advice: This presentation is for information purposes only and is not financial or investment

advice or a recommendation to acquire Precinct securities, and has been prepared without taking into

account the objectives, financial situation or needs of individuals. Before making an investment decision,

prospective investors should consider the appropriateness of the information having regard to their own

objectives, financial situation and needs and consult a broker, or solicitor, accountant or other professional

adviser if necessary.

Past performance: Past performance information included in this presentation is given for illustrative purposes

only and should not be relied upon as it is not an indication of future performance.

Placement and retail offer -June 2021 Slide3
Not for distribution or release in the United States

Disclaimer

Future performance: This presentation includes forward-looking statements. Forward-looking statements can generally be

identified by the use of forward-looking words such as “expect”, “forecast”, “estimate”, “like”, “anticipate”, “project”, “opinion”,

"outlook","guidance", “should”, “could”, “may”, “target”, "believe", "intend", "plan" and other similar expressions within the

meaning of securities laws of applicable jurisdictions. Forward-looking statements include statements about Precinct’s plans,

business objectives and growth strategies, statements about Precinct’s development program, statements about the acquisitions

of Bowen House and Freyberg Building and Precinct’s expected development of those properties, statements the property

market in Wellington and statements about the outcome and effects of the Placement and the Retail Offer and the use of

proceeds. Indications of, and guidance on, future earnings and financial position, dividends and performance, are also forward-

looking statements. The forward-looking statements contained in this presentation are not guarantees or predictions of future

performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control

of Precinct, and may involve significant elements of subjective judgement and assumptions as to future events which may or

may not be correct. There can be no assurance that actual outcomes will not materially differ from these forward-looking

statements. A number of important factors could cause actual results or performance to differ materially from the forward-

looking statements, including the risk factors set out in this presentation. Investors should consider the forward-looking statements

contained in this presentation in light of those disclosures. The forward-looking statements are based on information available to

Precinct as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), Precinct

undertakes no obligation to provide any additional or updated information whether as a result of new information, future events

or results or otherwise. Indications of, and guidance on, future earnings or financial position or performance are also forward-

looking statements.

Investment risk: An investment in securities in Precinct is subject to investment and other known and unknown risks, some of which

are beyond the control of Precinct. Precinct does not guarantee any particular rate of return or the performance of Precinct.

Not an offer: This presentation is not a product disclosure statement or other offering document under New Zealand law (and will

not be lodged with the Registrar of Financial Service Providers) or any other law. This presentation is for information purposes only

and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchaseNew

Shares in the Retail Offer must be made on the basis of the information to be contained in a separate offer document to be

prepared and issued to eligible retail shareholders. The retail offer booklet for the Retail Offer will be available to eligible retail

shareholders in New Zealand following its lodgement with NZX. Any eligible retail shareholder who wishes to participate in the

Retail Offer should consider the Retail Offer booklet in deciding to apply under that Offer. Anyone who wishes to apply for New

Shares under the Retail Offer will need to apply in accordance with the instructions contained in the retail offer booklet and the

application form. This presentation does not constitute investment or financial advice (nor tax, accounting or legal advice) or

any recommendation to acquire New Shares and does not and will not form any part of any contract for the acquisition of New

Shares. This presentation may not be released or distributed in the United States. This presentation does not constitute anoffer to

sell, or a solicitation of an offer to buy, any securities in the United States. The New Shares have not been and will not be

registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the

United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or

indirectly, in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold in a

transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicablestate

securities laws. The New Shares to be offered and sold in the Retail Offer may only be offered and sold outside the United States

to eligible retail shareholders that are not acting for the account or benefit of persons in the United States in reliance on

Regulation S under the U.S. Securities Act.

Placement and retail offer -June 2021 Slide4
Not for distribution or release in the United States

Disclaimer

Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated.

Disclaimer: None of the underwriter, nor any of its or Precinct's respective advisers or any of their respective affiliates,

related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the

issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of

them makes or purports to make any statement in this presentation and there is no statement in this presentation which is

based on any statement by any of them. For the avoidance of doubt, the underwriter and their respective advisers,

affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to

make any statement in this presentation and there is no statement in this presentation which is based on any statement by

any of them. To the maximum extent permitted by law, Precinct, the underwriter and their respective advisers, affiliates,

related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, for any

expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this

presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the

maximum extent permitted by law, Precinct, the underwriter and their respective advisers, affiliates, related bodies

corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to

the currency, accuracy, reliability or completeness of information in this presentation and, with regards to each underwriter,

their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no

responsibility for any part of this presentation or the Offer. The underwriter and its respective advisers, affiliates, related

bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your

related parties should participate in the Offer nor do they make any representations or warranties to you concerning the

Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriter,

or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the

Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this

presentation are made only as the date of this presentation. The information in this presentation remains subject to change

without notice. Precinct reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.

Placement and retail offer -June 2021 Slide5
Not for distribution or release in the United States

Disclaimer

International selling restrictions

This presentation does not constitute an offer of New Shares of Precinct in any jurisdiction in which it would be unlawful. In

particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any

country outside New Zealand except to the extent permitted below.

Australia

This document and the offer of New Shares 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 document 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 document 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 document 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 New

Shares 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.

Hong Kong

WARNING: This document 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 document or to permit the distribution of this

document or any documents issued in connection with it. Accordingly, the New Shares 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 New Shares 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 New Shares that are or are intended to be disposed of only to persons outside Hong Kong

or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstancesthat

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 document have 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 document, you should obtain

independent professional advice.

Placement and retail offer -June 2021 Slide6
Not for distribution or release in the United States

Disclaimer

Japan

The New Shares 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 New

Shares 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 New Shares may not resell them to any

person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional

upon the execution of an agreement to that effect.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a

prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or

materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued,

circulated or distributed, nor may the New Shares 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 Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise

pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an

"institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA).

In the event that you are not an investor falling within any of the aforementioned categories, please return this document

immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are

on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised

to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian

Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public

in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

The New Shares may not be offered or sold, directly or indirectly, in Norway except to "qualified investors" (as defined in the

Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29 June 2007 no. 75 Section 7-1

and including non-professional clients having met the criteria for being deemed to be professional and for which an

investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).

Placement and retail offer -June 2021 Slide7
Not for distribution or release in the United States

Disclaimer

United Kingdom

Neither this document 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 New Shares.

This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in

the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document,

any accompanying letter or any other document, except in circumstances which do not require the publication of a

prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published 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 New Shares 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 the Company.

In the United Kingdom, this document 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 investments to which this document relates are

available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is

not a relevant person should not act or rely on this document or any of its contents.

United Arab Emirates

Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and

Commodities Authority ("ESCA") or any other governmental authority in the United Arab Emirates. The Company has not

received authorisation from the ESCA or any other governmental authority to market or sell the New Shares within the

United Arab Emirates. This document does not constitute, and may not be used for the purpose of, an offer of securities in

the United Arab Emirates (excluding the Dubai International Financial Centre and the Abu-Dhabi Global Market). No

services relating to the New Shares, including the receipt of applications, may be rendered within the United Arab Emirates

(excluding the Dubai International Financial Centre and the Abu-Dhabi Global Market).

In the Abu Dhabi Global Market and the Dubai International Financial Centre, the New Shares may be offered, and this

document may be distributed, only as an "Exempt Offer", as defined and in compliance with the Markets Rules issued by

the Abu Dhabi Financial Services Regulatory Authority and the Dubai Financial Services Authority, respectively. Neither this

document nor the New Shares have been approved or passed on in any way by either of these regulatory authorities.

Placement and retail offer -June 2021 Slide8
Not for distribution or release in the United States

The Offer

$250 million Placement

& Retail Offer

$141 million of

Wellington acquisitions

Development

opportunity

Capital management

initiative

Placement and retail offer -June 2021 Slide9
Not for distribution or release in the United States

Transaction rationale

1.Strategic Wellington acquisitions:

•Bowen House and Freyberg Building strategically located in the heart of government

precinct

•Opportunity to invest into a strong Wellington office market with solid corporate and

government demand for well located 100% NBS buildings

•Acquisition of Bowen House aggregates ownership with adjoining 1 The Terrace and wider

government precinct

2.Development opportunities:

•Bowen House refurbishment and consented seismic strengthening to 100% NBS, benefits

from having a new 15 year net lease in place on completion of works

•Freyberg Building presents a long term redevelopment opportunity utilising existing

structure, similar to Precinct’s Charles Fergusson Building (Bowen Stage 1 development)

•Benefits from short term holding income

•Leveraging Precinct’s existing development expertise and government relationships

3.Capital management:

•$250 million equity used to fund the acquisitions and redevelopment of Bowen House

•Following the equity raise, and including the FY21 preliminary revaluation gain of $284

million announced on 10 June, year end gearing is expected to be approximately 29%

•Committed gearing of ~34% (post transaction) not expected to be reached for 2.5 years

•Intention remains to convert the PCTHA convertible notes

•Development pipeline funding options will be continually assessed as required and will likely

include asset recycling

Placement and retail offer -June 2021 Slide10
Not for distribution or release in the United States

Portfolio WALT and Occupancy

Business and strategy overview

•Concentrated ownership of premium grade real estate

•High quality occupiers supported by world class client service

•Development capability and track record of providing access to premium grade real

estate with enhanced returns

•Provision of amenity and services such as flex space and hospitality functions

50%

60%

70%

80%

90%

100%

0.00

2.00

4.00

6.00

8.00

10.00

1314151617181920

Occupancy

WALT

Financial Year End

Occupancy

WALT

5 yrs

10 yrs

15 yrs

20 yrs

25 yrs

20132014201520162017201820192020

Asset age

Financial Year End

Weighted average portfolio age

Green office assets by Portfolio Value*

Precinctisaspecialistcitycentrerealestateinvestmentcompanywhichfocusesonhigh

quality,strategicallylocatedcitycentrerealestate

64%

36%

Green AssetsNon-Green

*As at 31 March 2021, green assets defined as per sustainable

debt framework including committed projects and targeted

ratings (based on total project cost). Framework found here:

https://www.precinct.co.nz/investors/bondholder-and-

noteholder-information

Placement and retail offer -June 2021 Slide11
Not for distribution or release in the United States

Business update

•The return to city centres is advancing

well with high levels of office utilisation,

increased foot traffic and retail sales

increasing week on week since March

•Premium portfolio remains resilient through

the COVID pandemic

•Precinct continues to experience strong

occupier demand with significant leasing

success since March 2020

•Recently committed to One Queen Street

redevelopment in late May 2021

•Business remains focused on identifying

value add opportunities with a

preference for concentrated, strategic,

city centre real estate

69%

Investment portfolio weighting

to Auckland

$3.3bn

Size of portfolio

$1.50

1

Proforma net asset value (NAV)

+37,000sqm

Leasing since the start of COVID

(31 March 2020)

73%

Pre-leased on committed

developments

Above metrics are as at 30 June 2021 draft valuations, including

committed developments and excluding Bowen House and

Freyberg building

Note 1 Based on the unaudited NAV at 31 March 2021 of $1.40, plus

the preliminary second half revaluation gain of $135.5 million

announced on 10 June 2021

Placement and retail offer -June 2021 Slide12
Not for distribution or release in the United States

Developments in progress

Note

1

•Developments currently underway:

•40 & 44 Bowen Street, Wellington

•One Queen Street, Auckland

•30 Waring Taylor, Wellington

•Total NLA of 50,700m

2

under development

•73% pre-committed to date with a 14.7 year WALT

Current commitments

23%

Forecast blended ROC

6.3%

Forecast blended YOC

Construction of 40 & 44 Bowen StreetOne Queen Street render

Note 1 Slide includes committed developments only and excludes Bowen House & Freyberg Building

Placement and retail offer -June 2021 Slide13
Not for distribution or release in the United States

Development track record

Delivering growth

Commercial BayBowen Campus

10 Madden Street

•$1.5 billion of developments

•Yield on cost of 6.7%

•Generating 28% return on cost

•Completed assets have

generated further revaluation

growth since practical

completion

•44% pre leased and 99%

leased on completion

ProjectCityCompletion

% pre

leased

Leased

at PC

Total

project cost

Value on

completion

Return on

cost (PC)

12 Madden StreetAKL2016/1770% 100% $91 m $107 m 18%

Bowen Campus

Stage 1

WLG2018/1987% 100% $208 m $251 m 21%

Commercial BayAKL202033% 99% $763 m $1,005 m 31%

10 Madden StreetAKL20210% 100%$75 m $90 m 20%

Total44% 99% $1,138 m $1,453 m 28%

Transaction
overview

Placement and retail offer -June 2021 Slide15
Not for distribution or release in the United States

0%

10%

20%

30%

40%

50%

60%

Vacant22232425262728293031>31

% of NLA

Financial Year

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

•Undersupply attributable to stock withdrawal due to

seismic obsolescence

•Demand illustrated by the recent Waka

Kotahi (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 profile¹

Source: Precinct Properties

+27%

Increase in Wellington public service FTEs

(2017 to 2020)

Sourced from NZ public service commission database

+84,000m

2

Implied increase in demand from change

in Govt. FTEs (15.2m

2

per FTE)

Sourced from NZ public service commission database

1%

Prime vacancy (Source: Colliers REP Database)

Note 1 Excludes Bowen House, Freyberg building, and committed

developments

Placement and retail offer -June 2021 Slide16
Not for distribution or release in the United States

Bowen House

1 Bowen Street

•Unconditional agreement in

place to acquire Bowen House,

with settlement expected to

occur in July 2021

•Bowen House is a landmark, 23-

level office building located on

the corner of Bowen Street &

Lambton Quay, opposite the

Government precinct.

•Transaction is subject to a

development agreement with The

Crown for a new 15-year net lease

•Scope of works includes seismic

upgrade works to 100% NBS and

on-floor refurbishments with

completion expected mid 2023

Key metrics

Purchase price$92 m

Incremental spend$57 m

Value on completion*$164 m

Return on cost (ROC)*10%

Net income*$7.8 m p.a.

Yield on cost (YOC)*5.25%

Net lettable area14,000 m

2

Office occupancy100%

Key occupier(s)The Parliamentary Services

* Metrics outlined above are expected on an as-if complete basis

Placement and retail offer -June 2021 Slide17
Not for distribution or release in the United States

Freyberg Building

20 Aitken Street

•Conditional agreement in place

to acquire Freyberg Building

subject to completing due

diligence

•Freyberg Building is a 14-level

office building located on the

eastern fringe of the Government

precinct, adjacent to the

proposed new National Archives

building

•Currently used as decant space

for Government with holding

income pending redevelopment

•Opportunity to redevelop the

asset with a design similar to

Charles Fergusson Building,

recently completed by Precinct in

2018/19 and fully occupied by MPI

Key metrics

Purchase price$49m (under contract)

Holding yield~4-5%

Target development

yield on cost

~5.5%+

Target return on cost15%+

Net lettable area14,800 m

2

Placement and retail offer -June 2021 Slide18
Not for distribution or release in the United States

Transactions impact -Development

•Committed development

pipeline increased to $800

million in total value

•Providing forecasted blended

returns of:

•20.5% ROC

•6.1% YOC

•Significantly de-risked with pre-

leasing of 79% achieved

•Development activity continues

to support AFFO growth

•Development spend remaining

of $380 million

•Committed gearing of ~34%

(post transaction) not expected

to be reached for 2.5 years

Committed

Projects

Total project

cost

YOC~ROC

Completion

(CY)

40 & 44 Bowen $195 m6.5%30%Q2 2023

Bowen House $149 m5.25%10%Q3 2023

1 Queen Street $304 m6.2%19%Q4 2023

30 Waring Taylor $27 m7.5%23%Q4 2021

Total$675 m6.1%20.5%

20.5%

Forecast blended

ROC

79%

Pre-let

$800m

Total value

6.1%

Forecast blended

YOC

Placement and retail offer -June 2021 Slide19
Not for distribution or release in the United States

Transactions impact -Portfolio

Pre

transaction

1

Post

transactions

2

Change

Weighted average lease term

8.5 years9.1 years+0.6 years

Occupancy

98%98%0%

% of office revenue from Government

28%33%+5%

Portfolio weighting to Auckland

69%65%(4%)

Total Assets

$3.7bn$3.9bn+$0.2m

Note 1 Assumes completion of committed developments

Note 2 Excludes redevelopment opportunity at Freyberg building

33%

11%

32%

7%

17%

Office Revenue by Industry (post transaction)

Government (Local and

Central)

Legal

Financial Services,

Banking, and Insurance

Information Technology

Other

Outlook

Placement and retail offer -June 2021 Slide21
Not for distribution or release in the United States

Portfolio earnings certainty

Precinct’s well located buildings,

high occupancy, quality client

base, and long WALT gives

confidence in our earnings outlook

•Portfolio benefits from under-renting

•Long WALT and limited lease expiry

•33%

1

of gross office rental income

from government organisations with

a WALT of 13.4 years

1

•62% of the portfolio by gross rental

benefits from fixed growth (average

of 3.0% p.a)

2

•9% of the portfolio has rent reviews

linked to inflation providing earnings

growth

2

•Committed developments 79%

1

pre-

leased

Office lease expiry profile

2

9.1 years

Weighted average

lease term

1

6%

Under rented

2

Note 1 Includes Bowen House & completion of committed developments, excludes redevelopment opportunity at Freyberg building

Note 2 Excludes Bowen House & Freyberg Building and committed developments

0%

10%

20%

30%

40%

50%

60%

Vacant2223242526272829>29

% of Income

Financial Year

AucklandWellington

Placement and retail offer -June 2021 Slide22
Not for distribution or release in the United States

Business outlook

6.70 cps

3.1% growth

Forecast FY22

dividend

guidance

AFFO and Dividend

•Portfolio benefitting from high quality

occupiers

•Strong pipeline of internal and external

opportunities

•By 2024 $2.5 billion of Precinct’s portfolio

is expected to be premium grade, new

real estate¹

•Forecast FY22 dividend guidance of 6.7

cents per share

AFFO and dividend expected to grow due

to:

•Portfolio benefiting from structured

reviews

•98% occupied and 9.1 year WALT

•Development activities will drive growth

in quality and AFFO with average yield

of ~6.1% (including Bowen House)

•High quality modern portfolio reducing

recurring capex requirement

Note 1 Includes Bowen House, Freyberg Building, and committed

developments on an as-if complete basis.

4.00 cps

4.50 cps

5.00 cps

5.50 cps

6.00 cps

6.50 cps

7.00 cps

2016201720182019202020212022F

Adjusted funds from operationsDividend (cps)

Proposed
equity raise

Placement and retail offer -June 2021 Slide24
Not for distribution or release in the United States

Equity raise overview

Purpose

•Targeting $250 million of equity via a Placement and Retail Offer

•Proceeds will be used to acquire the two Wellington opportunities, fund the

Bowen House re-development and reduce gearing providing additional

funding capacity to assist with future development opportunities

•New shares to be offered under the Placement with an underwritten floor price

of $1.51 per share

•The offer structure is designed to achieve the objective of providing nearly all

existing shareholders (unless restricted due to legal constraints) with the

opportunity to subscribe for at least their pro rata portion of the Equity Raise

(through either the Placement or Retail Offer)

•HaumiCompany Limited (acting in its capacity as the general partner of

Haumi(NZ) Limited Partnership, Precinct’s largest shareholder) has made a bid

into the Placement with a target of maintaining a shareholding of

approximately 15% (following assumed conversion of the PCTHA convertible

notes)

•Dividend guidance for FY22 at 6.70 cents per share

Placement and retail offer -June 2021 Slide25
Not for distribution or release in the United States

Equity raise offer summary

Offer components

•Placement to eligible investors

•Retail Offer open to all shareholders with a registered address in New Zealand under

which each shareholder can apply for up to $50,000 of New Shares

Gross proceeds

Targeting $250 million comprising:

•$220 million underwritten Placement

•$30 million non-underwritten Retail Offer (with the ability to accept oversubscriptions

at Precinct’s discretion)

Issue price

•New Shares to be offered under the Placement at a price to be determined via a

bookbuild process today subject to an underwritten floor price of $1.51 per share

•The underwritten floor price represents a discount of

•5.0% to the last close ($1.59)

•5.7% to the 5 day volume weighted average price (VWAP) ($1.6009)

•New Shares will be offered under the Retail Offer at the lower of the Placement

clearing price or the 5 day VWAP up to, and including the closing date of the Retail

Offer

RankingEqually with existing shares

UnderwritingThe Placement is underwritten (excluding Haumi’spre-commitment)

Placement and retail offer -June 2021 Slide26
Not for distribution or release in the United States

Equity raise timetable

PlacementDate

Trading halt commences and Placement bookbuild opens18 June

Trading halt lifted21 June

Settlement and allotment of Placement shares and commencement of trading of

New Shares on NZX

24 June

Retail Offer

Record date (5.00pm NZ time)17 June

Expected release of the Offer Document on NZX and mail out of Letters of Entitlement22 June

Retail Offer opens22 June

Retail Offer closes (5.00pm NZ time)2 July

Settlement and allotment of Retail Offer shares and commencement of trading of

New Shares on NZX

8 July

Further details regarding the Retail Offer will be available from 22 June at

www.shareoffer.co.nz/precinct

---

Corporate Action Notice
(Other than for a Distribution)

100481537/8623360.2

Section 1: issuer information

Name of issuer Precinct Properties New Zealand Limited

Class of Financial Product Ordinary shares

NZX ticker code PCT

ISIN (If unknown, check on NZX

website)

NZAPTE0001S3

Name of Registry Computershare

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

X Renounceable

Rights issue


Capital

reconstruction

Non

Renounceable

Rights issue


Call Bonus issue

Record date Close of trading on: 5pm 17 June 2021

Ex-Date (one business day before the

Record Date)

Not applicable

Currency NZD

Section 6: Share purchase plans

Number of financial products to be

issued

OR

Maximum dollar amount of Financial

Products to be issued

Up to NZ$50,000 per shareholder / beneficial owner

(comprising a share purchase plan component of

NZ$15,000 with provision to apply for up to a further

NZ$35,000) with an address in New Zealand, for an

aggregate offer size of $30m with provision for

Precinct at its discretion to accept oversubscriptions.

Any scaling will be applied by reference to holdings of

existing shares at the Record date.

Minimum application amount (if any) $500

Subscription Price $1.51

Scaling reference date By reference to holdings at Record Date.

Closing Date 2 July 2021

Allotment Date 8 July 2021

Section 7: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Richard Hilder

Contact person for this announcement Richard Hilder

Contact phone number +64 29 969 4770

Contact email address Richard.Hilder@precinct.co.nz

Date of release through MAP 18 June 2021

---

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

18 June 2021


NZX Limited

Level 1, NZX Centre

11 Cable Street

WELLINGTON


NOTICE UNDER CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS

2014


1. Precinct Properties New Zealand Limited ("Precinct") intends to undertake an offer of new

ordinary shares in Precinct by way of:

1.1. a fully underwritten placement to selected investors to raise approximately $220 million; and

1.2. a retail share offer to Precinct’s existing shareholders with an address in New Zealand to

raise up to $30 million (with the ability for Precinct to accept oversubscriptions at its

discretion).

(together, the “Offer”).


2. Pursuant to the Offer, an offer for issue is being made to investors in reliance upon the exclusion

in clause 19 of schedule 1 to the Financial Markets Conduct Act 2013.

3. This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct

Regulations 2014 ("Regulations").

4. As at the date of this notice:

4.1. Precinct is in compliance with the continuous disclosure obligations that apply to it in

relation to ordinary shares in Precinct;

4.2. Precinct is in compliance with its financial reporting obligations (as defined in subclause

20(5) of schedule 8 to the Regulations); and

4.3. there is no information that is "excluded information" as defined in subclause 20(5) of

schedule 8 to the Regulations.

5. The Offer is not expected to have any effect on the "control” (within the meaning of clause 48 of

schedule 1 to the Financial Markets Conduct Act 2013) of Precinct.

On behalf of

Precinct Properties New Zealand Limited




Scott Pritchard

Chief Executive Officer

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.