Precinct $30 million Retail Offer Opens

DIRECTORY
APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT
Issuer
Share Registry
Precinct Properties New Zealand Limited
Level 12, 188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: 0800 650 034 (within NZ) or +64 9 488
8777 (outside NZ)
Email: precinct@computershare.co.nz
Lead ManagerLegal advisors to Precinct
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West Auckland 1010
Chapman Tripp
Level 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 O F F E R D O C U M E N T
R E T A I L O F F E R
22 JUNE 2021
This is an important document. You should read the whole document before deciding
whether to subscribe for shares. If you have any doubts as to what you should do,
please consult your broker, financial investment or other professional advisor.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This document does not constitute an offer of securities in any place outside New
Zealand. In particular, this document does not constitute an offer to sell, or a solicitation
of any 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 document 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 transfered, 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).
Lead Manager

02
IMPORTANT INFORMATION
IMPORTANT INFORMATION
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL OFFER 2021
GENERAL INFORMATION
This Offer Document has been prepared by Precinct Properties
New Zealand Limited (“Precinct”) in connection with an offer of
New Shares under a share purchase plan, with the ability for
Precinct to accept oversubscriptions at its discretion (“Offer”).
The Offer is made under the exclusion in clause 19 of Schedule 1
of the Financial Markets Conduct Act 2013. This document is not
a product disclosure statement or prospectus and does not
contain all of the information which may be required in order to
make an informed investment decision about the Offer or
Precinct.
ADDITIONAL INFORMATION AVAILABLE UNDER
CONTINUOUS DISCLOSURE OBLIGATIONS
Precinct is subject to continuous disclosure obligations under the
Listing Rules. You can find market releases by Precinct at
www.nzx.com under the code “PCT”.
Precinct may, during the offer, make additional releases to NZX.
No release by Precinct to NZX will permit an applicant to
withdraw any previously submitted application without Precinct’s
consent, whether or not there has been any permissible variation
of the Offer.
The market price for the Shares may change between the date
this Offer opens, the date you apply for Shares under the Offer,
and the date on which the Shares are allotted to you.
Accordingly, the price paid for Shares issued under the Offer
may be higher or lower than the price at which Shares are
trading on the NZX Main Board at the time the Shares are issued
under the Offer. The market price of New Shares following
allotment may be higher or lower than the Issue Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with
the Offer to Eligible Shareholders with a registered address in
New Zealand. This Offer Document does not constitute an offer
or invitation in any place in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person
outside New Zealand in circumstances in which the Offer or
distribution of this Offer Document would be unlawful. The
distribution of this Offer Document (including an electronic copy)
outside New Zealand may be restricted by law. In particular, this
Offer Document 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 Precinct may otherwise
determine in compliance with applicable laws.
Without limiting the foregoing, this Offer Document may not be
distributed or released in the United States. This Offer Document
does not constitute an offer to sell, or a solicitation of any offer to
buy, any shares in the United States. The offer and sale of the
shares referred to in this Offer Document have not been, and will
not be, registered under the U.S. Securities Act of 1933 (U.S.
Securities Act) 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 transfered, 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).
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. Precinct
disclaims all liability to such persons.
CHANGES TO THE OFFER
Subject to the Listing Rules, Precinct reserves the right to alter the
dates set out in this Offer Document. Precinct reserves the right
to withdraw the Offer and the issue of New Shares at any time
before the Allotment Date at its absolute discretion.
NO GUARANTEE
No guarantee is provided by any person in relation to the New
Shares to be issued under the Offer. Likewise, no warranty is
provided with regard to the future performance of Precinct or
any return on any investments made pursuant to this Offer
Document
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to acquire New Shares nor does it amount to
financial product advice. This Offer Document has been
prepared without taking into account the particular needs or
circumstances of any investor, including their investment
objectives, financial and/or tax position.
PRIVACY
Any personal information you provide online will be held by
Precinct and/or the Share Registrar at the addresses set out in
the Directory. This information will be used for the purposes of
administering your investment in Precinct. This information will
only be disclosed to third parties with your consent or if otherwise
required by law. Under the Privacy Act 2020, you have the right
to access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Primary
Market Participant, or your solicitor, accountant or other
professional advisor. If you have any questions about how to
apply online, please contact the Share Registrar.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary at the back of this Offer
Document.

03
LETTER FROM THE CHAIR
LETTER FROM THE CHAIR
22 June 2021
Tēnā koe,
On behalf of the directors of Precinct, I am pleased to offer you the opportunity to participate in our Retail Offer. Eligible Shareholders
have the opportunity to acquire additional Shares without incurring brokerage or other transaction costs.
The Retail Offer is part of Precinct’s equity raising initiative announced on 18 June 2021, details of which can be found at www.nzx.com
under the ticker “PCT”. Precinct is raising up to $30 million through the Retail Offer (with the ability for Precinct to accept
oversubscriptions at its discretion), which will be in addition to the $220 million already raised by Precinct under the Placement
conducted on 18 June 2021.
The Board acknowledges that while the equity raising is not structured as a rights offer, the structure is fair for all our existing
shareholders. All shareholders (unless restricted due to legal constraints) will be able to participate fairly in the equity raising through
either the Placement or Retail Offer and should scaling be required, it will be done in reference to existing shareholder holdings. This
structure of offer provides Precinct greater execution certainty and reduced transaction costs compared with a rights offer.
Capital raise to fund Wellington acquisitions
The net proceeds of the equity raise will fund the acquisition of Bowen House in Wellington. 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 Precincts existing assets. The 14,000 square metre tower comprises 23 levels of
office space, ground floor retail tenancies, entry lobby to the Beehive via a subterranean link, and carparking.
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 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 anticipate progressing with design for the redevelopment while benefiting from holding income.
We are completing due diligence on the Freyberg Building in Wellington and expect to complete the acquisition imminently.
In addition to funding the acquisitions the equity raising will also reduce Precinct’s gearing providing additional funding capacity to
assist with future development opportunities.
Retail Offer
The Retail Offer is available to all eligible shareholders in New Zealand. It gives all Eligible Shareholders the opportunity to invest up to
$50,000 in New Shares in Precinct. The New Shares will be issued at the lower of the price paid by investors in Precinct’s recent
Placement, being $1.52 per Share, and the five day volume weighted average price of Precinct Shares traded on NZX during the five
NZX trading days up to, and including, the Closing Date being 2 July 2021.
After reading the accompanying Offer Document, the Board encourages you to seek financial, investment, or other professional
advice from a qualified professional advisor and that you take your time to consider this Offer. Additional information can be found at
www.shareoffer.co.nz/precinct and in the investment presentation we released to NZX on 18 June 2021.
We look forward to advancing this opportunity in Wellington and are committed to creating significant shareholder value for Precinct
shareholders, as we continue to successfully deliver on our strategy.
On behalf of the Board, thank you for your continued support in Precinct and I welcome your participation in this Offer.
Ngā mihi,
Craig Stobo
Independent Director and Chair
Precinct Properties New Zealand Limited

04
PART 1: KEY TERMS OF THE OFFER
PART 1: KEY TERMS OF THE OFFER
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL OFFER 2021
Equal participation
Each Eligible Shareholder has the right to apply for the same dollar amount of New Shares, and on
the same terms and conditions, as each other Eligible Shareholder.
Issuer
Precinct Properties New Zealand Limited.
Eligible Shareholder
A Shareholder who, at 5.00pm (NZST) on the Record Date, was recorded in Precinct’s share register
as being a Shareholder and whose address is shown in Precinct’s share register as being in New
Zealand; provided such Shareholder is not in the United States and is not acting for the account or
benefit of a person in the United States. If a Shareholder is acting for the account or benefit of a
person in the United States, it is not permitted to apply for or acquire shares for, or for the account or
benefit of, that person.
Application amount and scaling
If you choose to participate in the Offer, you can apply for any dollar amount of New Shares up to a
maximum value of NZ$50,000 of New Shares.
Precinct is accepting applications for up to $30 million of New Shares in aggregate, with the ability
for Precinct to accept oversubscriptions at its discretion. If Precinct receives applications for more
than this amount of New Shares in aggregate applications may be scaled down. Precinct will scale
back applications by reference to the holding of Existing Shares at 5:00pm (NZST) on the Record
Date.
Issue Price
The New Shares will be issued at the lower of the price paid by investors in Precinct’s recent
Placement, being $1.52 per Share, and the five day volume weighted average price of Precinct
Shares traded on NZX during the five NZX trading days up to, and including, the Closing Date.
When to apply
Applications must be received by 5.00pm (NZST) on the Closing Date (2 July 2021, unless the Offer is
extended).
How to applyApplications can be made online at www.shareoffer.co.nz/precinct with direct credit payment in
New Zealand dollars.
Receiving your New Shares
You will receive your New Shares on the Allotment Date (8 July 2021, unless the Offer is extended).

05
PART 2: IMPORTANT DATES
PART 2: IMPORTANT DATES
Record Date
5.00pm (NZST) 17 June 2021
Announcement of the Offer
18 June 2021
Opening Date for the Offer
22 June 2021
Offer Document available online
22 June 2021
Closing Date for the Offer (last day for online
applications, with payment)
5.00pm (NZST) 2 July 2021
Allotment of New Shares under the Offer (Issue Date)
and trading commencement of New Shares
8 July 2021
Allotment statements mailed
Within 5 Business Days of the Issue Date, being no later than 15 July 2021
These dates are subject to change and are indicative only. Precinct reserves the right to amend this timetable (including by extending
the Closing Date of the Offer) subject to applicable laws and the Listing Rules. Precinct reserves the right to withdraw the Offer and the
issue of New Shares at any time before the Issue Date at its complete discretion.

06
PART 3: QUESTIONS AND ANSWERS
PART 3: QUESTIONS AND ANSWERS
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL OFFER 2021
WHAT IS THE OFFER?
The Offer allows Eligible Shareholders to purchase New Shares in
Precinct without incurring any brokerage fees.
All New Shares issued under the Offer will be of the same class as,
and rank equally with, all Existing Shares in Precinct currently on
issue.
The Offer is not underwritten.
AM I ELIGIBLE TO PARTCIPATE?
Only Eligible Shareholders are able to participate in the Offer.
The distribution of this Offer Document (including an electronic
copy) outside New Zealand may be restricted by law. Any failure
to comply with such restrictions may contravene applicable
securities law. Precinct disclaims all liability to such persons.
HOW MANY NEW SHARES CAN I PURCHASE?
If you choose to participate in the Offer, you can apply for a
maximum value of NZ$50,000 of New Shares.
Precinct is accepting applications for up to $30 million of New
Shares in aggregate. If Precinct receives applications for more
than this amount of New Shares in aggregate, applications may
be scaled down. At its discretion, Precinct may accept
oversubscriptions. Precinct will scale back applications by
reference to the holding of Existing Shares at 5:00pm (NZST) on
the Record Date.
WHAT IS THE ISSUE PRICE FOR THE NEW SHARES?
The New Shares will be issued at the lower of the price paid by
investors in Precinct’s recent Placement, being $1.52 per Share,
and the five day volume weighted average price of Precinct
Shares traded on NZX during the five NZX trading days up to, and
including, the Closing Date.
The market price of Shares may change between the date this
Offer opens, the date you apply for New Shares under the Offer
and the date on which New Shares are allotted to you. As a
result, the Issue Price may be higher, equal to or lower than the
price at which Precinct’s Shares are trading on the NZX Main
Board at the time the New Shares are allotted to you. There is no
certainty that New Shares will trade at or above the Issue Price
following the issue of New Shares under the Offer. Therefore, you
should seek your own financial advice in relation to this Offer and
your participation under it. Precinct’s current Share price is
quoted on the NZX website: www.nzx.com
Further information about Precinct, including its most recent
financial statements, can be obtained from Precinct’s website:
www.precinct.co.nz. You may obtain, free of charge, the most
recent annual report and financial statements of Precinct by
contacting Precinct (for details, please refer to the Directory on
the back cover of this Offer Document). You are also
recommended to monitor Precinct’s market announcements
through the NZX website.
DO I HAVE TO PARTICIPATE IN THE OFFER?
No, participation in the Offer is entirely voluntary.
HOW DO I APPLY FOR NEW SHARES UNDER THE OFFER?
Apply online at www.shareoffer.co.nz/precinct. You will require
your CSN / Holder Number to apply online. You will need to pay
by direct credit from a New Zealand Bank Account to
Computershare by 5.00 pm (NZST) on the Closing Date. If the
exact amount of money is not tendered, Precinct reserves the
right not to accept all or part of your payment. In those
circumstances, Precinct will return your application or refund all
or part of your payment (without interest).
If an application is rejected, all of the amounts paid will be
refunded to the relevant applicant. All refunds will be made
without interest. Precinct may choose to accept late
applications, but has no obligation to do so. Precinct may
accept or reject any online application which it considers is not
completed correctly, and may correct any errors or omissions on
any online application.
Once submitted, you will not be able to withdraw or revoke your
application.
HOW MANY NEW SHARES WILL I RECEIVE?
You will receive the number of New Shares corresponding with
the dollar amount of New Shares you have applied for and
payment has been received in respect of (subject to scaling as
described above). If, the dollar amount of New Shares you have
applied for (or are allocated) does not equal a whole number of
New Shares once divided by the Issue Price, the number of New
Shares allotted to you will be rounded down to the nearest New
Share. Any difference due to rounding or under $5.00 will be
retained by Precinct.
Precinct is accepting applications for up to $30 million of New
Shares in aggregate, with an ability to accept oversubscriptions
at its discretion. If Precinct receives applications for more than
this amount of New Shares in aggregate, it may scale back the
number of Shares to be allotted to each applicant under the
Offer as described above and in accordance with clause 8 of
the terms and conditions.
HOW LONG IS THE OFFER OPEN FOR AND WHEN WILL I
RECEIVE MY NEW SHARES?
The Offer opens on 22 June 2021 and is expected to close at
5:00pm (NZST) on 2 July 2021, unless extended. If you want to
participate in the Offer you should ensure that you apply online
and make payment (by direct credit from a New Zealand bank
account) by 5.00pm (NZST) on the Closing Date.
Applications received after this time may not be accepted.
You will receive the New Shares issued to you under the Offer on
the Allotment Date, which is currently expected to be on 8 July
2021 (unless the Offer is extended). A statement confirming the
number of New Shares issued to you under the Offer will be sent
to you no later than 5 Business Days after the Allotment Date.
Precinct may, subject to the Listing Rules and applicable laws,
extend the Closing Date and the Allotment Date.

07
PART 3: QUESTIONS AND ANSWERS
ARE THERE ANY CONDITIONS TO THE OFFER?
No. However, if Precinct cancels the Offer for any reason, all
application monies will be returned to applicants and no New
Shares will be allotted under the Offer. No interest will be
payable on any monies returned to applicants.
WHAT IF I OWN SHARES THROUGH A TRUSTEE OR
CUSTODIAN OR OWN SHARES IN MORE THAN ONE
CAPACITY?
If you own Shares through a trustee or Custodian, then, subject
to certain certification requirements and other conditions, you
may instruct the trustee or Custodian to purchase New Shares on
your behalf. If you own Shares through a trustee or Custodian
and also own Shares in your own name, then you may either
purchase New Shares yourself or instruct your trustee or
Custodian to purchase New Shares on your behalf. You may not
do both.
If you are a Custodian, or hold shares through a Custodian,
please refer to clause 3 of the terms and conditions.
IS THIS OFFER TRANSFERABLE TO ANOTHER PERSON?
No. This offer is personal to you and you may not transfer your
right to purchase New Shares under the Offer to anyone else.
WILL THE NEW SHARES BE QUOTED?
Yes, the New Shares will be quoted on the NZX Main Board.
Precinct will take any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on the NZX Main
Board. The NZX Main Board is a licensed market operated by NZX
Limited which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. NZX accepts no
responsibility for any statements in this document.
It is expected that you will be able to commence trading the
New Shares allotted to you under the Offer on the NZX Main
Board on the Allotment Date (being 8 July 2021, unless the Offer
is extended).
IF I CHOOSE NOT TO PARTICIPATE IN THE OFFER WILL MY
SHAREHOLDING BE DILUTED?
If you do not participate in the Offer, your shareholding in
Precinct will be diluted. For example, a shareholder holding
10.0% of the issued Shares in Precinct before the Offer who does
not participate in the Offer will own approximately 8.9% of the
issued Shares in Precinct after the Offer (after taking into
account the $220 million new shares issued under the Placement
and assuming the amount to be raised in the Offer of $30 million
(i.e. excluding any oversubscriptions) is fully subscribed and the
New Shares are issued at the same price as investors paid in the
Placement being $1.52 per New Share).
While Precinct has attempted to make the Offer as fair as
possible for Eligible Shareholders by increasing the individual
application cap from the typical $15,000 to $50,000 and with any
scaling to be in reference to individual shareholdings, the Offer is
not a pro-rata offer and even if you participate in the Offer, your
shareholding percentage in Precinct may change. Whether your
shareholding in Precinct increases or decreases will depend on
the dollar amount of New Shares you apply for, how many
Shares you hold on the Record Date and Closing Date and how
many New Shares other Eligible Shareholders apply for and are
allotted under the Offer.
WHAT IS PRECINCT’S DIVIDEND POLICY?
Precinct’s dividend policy is to pay out approximately 100%
Adjusted Funds From Operations (“AFFO”) as dividends, with the
retained earnings being used to fund the capital expenditure
required to maintain the quality of Precinct’s property portfolio.
The Board considers the dividend policy represents a more
sustainable approach to maximising long term returns for
Precinct’s shareholders. The payment of dividends is not
guaranteed by Precinct and Precinct’s dividend policy may
change from time to time.
WHY ARE NOT ALL SHAREHOLDERS ELIGIBLE TO
PARTICIPATE IN THE OFFER?
Precinct considers that the legal requirements of jurisdictions
other than New Zealand are such that it would be unduly
onerous for Precinct to make the Offer in those jurisdictions. This
decision was made having regard to the small number of
Shareholders in such overseas jurisdictions and the costs of
complying with overseas legal requirements.
FURTHER ASSISTANCE
If you have any further questions about the Offer, please contact
your broker or financial, investment or other professional advisor
before making your investment decision.

08
PART 4: TERMS AND CONDITIONS OF THE OFFER
PART 4: TERMS AND CONDITIONS OF THE OFFER
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL OFFER 2021
1. ELIGIBLE SHAREHOLDERS
1.1
You may participate in the Offer if you are an Eligible
Shareholder.
1.2
Joint holders of Shares are taken to be a single registered
holder of Shares for the purposes of determining whether
they are an Eligible Shareholder and the certificate on the
online application is taken to have been given by all of
them.
1.3
If you are an Eligible Shareholder, your rights under this
offer are personal to you and not renounceable, so you
may not transfer them.
2. ISSUE PRICE AND NUMBER OF NEW SHARES
2.1
New Shares will be issued under the Offer at the lower of
$1.52 (being the price investors paid in the Placement)
and the volume weighted average price of Precinct
Shares traded on NZX over the five business day period
prior to, and including, the Closing Date. The New Shares
are expected to be allotted on or around 8 July 2021. They
will rank equally with existing Precinct Shares on issue at
that date. Any New Shares allocated under the Offer will
be eligible to receive the dividend declared by Precinct in
respect of the period ending 30 June 2021.
2.2
You will receive the number of New Shares corresponding
with the dollar amount of New Shares you have applied
for and payment has been received in respect of (subject
to scaling as described in clause 8). If, the dollar amount
of New Shares you have applied for (or are allocated)
does not equal a whole number of New Shares once
divided by the Issue Price, the number of New Shares
allotted to you will be rounded down to the nearest New
Share. Any difference due to rounding or under $5.00 will
be retained by Precinct.
2.3
Subject to clause 3.2, if you are an Eligible Shareholder
you can apply for any number of New Shares to a
maximum application value of $50,000. The number of
New Shares that you receive on the Allotment Date (being
8 July 2021 unless the Offer is extended) may also be
subject to scaling as described in clause 8.
2.4
Eligible Shareholders may only make one application. This
applies to all Eligible Shareholders, including those who
receive more than one offer under the Offer (for example,
because they hold Shares in more than one capacity)
and including whether the Eligible Shareholder is applying
through a Custodian or on his or her own behalf.
3. CUSTODIANS
3.1
Any Eligible Shareholder that:
a. is a trustee corporation or a nominee company and
holds Shares in Precinct by reason only of acting for
another person in the ordinary course of business of that
trustee corporation or nominee company; or
b. holds Shares in Precinct by reason only of being a bare
trustee of a trust to which the Shares are subject and is
permitted to operate as a custodian under all relevant
laws,
is a Custodian under the Offer (“Custodian”).
3.2
Custodians may apply to purchase New Shares under this
Offer but only up to the total value of New Shares it is
validly directed to apply for on behalf of each beneficial
owner for whom the Custodian acts as a Custodian.
Custodians must confirm to Precinct that they are holding
Shares as a Custodian for those beneficial owners by
providing the written certification to Precinct described in
clause 3.3 below and send an electronic schedule of
applications to Computershare. Each beneficial owner
may only direct the Custodian to apply on behalf of that
beneficial owner for New Shares as described in clauses
2.2 and 2.3.
3.3
If a Custodian applies to purchase New Shares on behalf
of one or more beneficial owners, the Custodian must
certify to Precinct in writing by validly completing the
online application that:
a. the Custodian holds Shares directly or indirectly as a
Custodian for beneficial owners;
b. the beneficial owner on whose behalf the Custodian is
submitting an application is not making a separate
application as an Eligible Shareholder for New Shares
under the Offer;
c. each beneficial owner (or the beneficial owner’s
agent) has instructed the Custodian to apply for, and
accept, under the Offer the dollar amount of New
Shares set out in the online application (or in a separate
schedule sent to Computershare); and
d. no other Custodian is submitting an application under
the Offer for that beneficial owner.
e. Custodians are not permitted to participate in the Offer
on behalf of, and must not distribute this Offer
Document or any other document relating to the Offer,
to any person in the United States. In the event that a
Custodian is acting for the account or benefit of a
person in the United States, it is not permitted to
participate in respect of that person.

09
PART 4: TERMS AND CONDITIONS OF THE OFFER
4. COMPLETING AN APPLICATION AND PAYING FOR
SHARES
If you wish to participate in the Offer, you must complete
your application online at www.shareoffer.co.nz/precinct.
You must provide payment by direct credit in New
Zealand dollars, for the amount of New Shares you have
specified as applying for.
5. PRECINCT'S DISRETION TO ACCEPT OR REJECT
APPLICATIONS
5.1
Precinct has complete discretion to accept or reject your
application to purchase New Shares under the Offer,
including (without limitation) if:
a. your online application is incorrectly completed,
incomplete or otherwise determined by Precinct to be
invalid;
b. your payment is dishonoured or has not been
completed correctly;
c. your direct credit is not in New Zealand dollars for the
exact dollar amount of New Shares that you have
specified;
d. your application is received after the Closing Date.
While Precinct has discretion to accept late
applications and payment, there is no assurance that it
will do so. Late applications and payment, if not
processed, will be returned to you at your registered
address within 5 Business Days of the Allotment Date or
within 5 Business Days of the date of receipt in respect
of any late applications received after the Allotment
Date;
e. Precinct believes that you are not an Eligible
Shareholder or Custodian; or
f. Precinct considers that your application does not
otherwise comply with these terms and conditions.
5.2
No interest will be paid on any application monies
returned to you. Any refunds for whatever reason will be
paid to you by direct credit to your bank account (if those
details are held by the Share Registrar) within 5 Business
Days of the Allotment Date or, in respect of late
applications received after the Allotment Date, within 5
Business Days of the date of receipt.
6. PRECINCT'S DISCRETION TO ACCEPT OR REJECT
APPLICATION
6.1
If you apply to purchase New Shares under the Offer, by
completing and returning an application:
a. your application, on these terms and conditions, will be
irrevocable and unconditional (i.e. it cannot be
withdrawn);
b. you certify to Precinct that you are an Eligible
Shareholder entitled to apply for New Shares under
these terms and conditions;
c. you acknowledge that the Offer may not proceed;
d. you certify that your acceptance of the Offer will not
be, or cause, a breach of any law in any jurisdiction;
e. you agree to be bound by the constitution of Precinct,
which you may download for free from the Companies
Office website: https://companies-
register.companiesoffice.govt.nz/
f. you authorise Precinct (and its officers or agents) to
correct any error in, or omission from, your application
and to complete your application by the insertion of
any missing details;
g. you acknowledge that Precinct may at any time
irrevocably determine that your application is valid, in
accordance with these terms and conditions, even if
the application is incomplete, contains errors or is
otherwise defective;
h. you acknowledge that none of Precinct, its advisors or
agents has provided you with investment advice or
financial product advice, and that none of them has an
obligation to provide advice concerning your decision
to apply for and purchase New Shares under the Offer;
i. you acknowledge the risk that the market price for
Shares may change between the date of this offer and
the Allotment Date. A change in market price during
this period may affect the value of the New Shares you
received under the Offer;
j. you represent and warrant that you are not in the
United States and you are not acting for the account or
benefit of a person in the United States (or to the extent
you are acting for the account or benefit of a person in
the United States, you are not applying for, or acquiring,
any shares for the account or benefit of that person;
you understand and acknowledge that the shares have
not been and will not be registered under the U.S.
Securities Act or the securities laws of any state or other
jurisdiction in the United States. Accordingly, you
understand and acknowledge that the shares may not
be offered, sold or otherwise transfered, 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
have not, and will not, send this Offer Document or any
materials relating to the Offer to any person in the
United States; you acknowledge that, if you decide to
sell or otherwise transfer any shares, you will only do so in
regular way for transactions on the NZX, where neither
you nor any person acting on your behalf knows, or has
reason to know, that the sale has been pre-arranged
with, or that the purchaser is, a person in the United
States; you acknowledge that, if you are acting as a
nominee or Custodian, each beneficial holder on
whose behalf you are applying for or acquiring shares is
not in the United States and is not acting for the
account or benefit of a person in the United States (to
the extent such person holds shares and is acting for the
account or benefit of a person in the United States);

10
PART 4: TERMS AND CONDITIONS OF THE OFFER
PART 4: TERMS AND CONDITIONS OF THE OFFER (CONTINUED)
PRRECINCT PROPERTIES NEW ZEALAND LIMITED
RETAIL OFFER 2021
k. you acknowledge that Precinct is not liable for any
exercise of its discretions referred to in these terms and
conditions; and
l. you irrevocably and unconditionally agree to these
terms and conditions and agree not to do any act or
thing which would be contrary to the spirit, intention or
purpose of the Offer.
7. ISSUE PRICE
You agree to pay the Issue Price per New Share up to the
maximum amount you have specified on your online
application.
8. SCALING
8.1
Precinct is accepting applications for up to $30 million of
New Shares in aggregate, with an ability to accept
oversubscriptions at its discretion. If Precinct receives
applications for more than this amount of New Shares in
aggregate, applications may be scaled down. Precinct
will scale back applications by reference to the holding of
Existing Shares at 5:00pm (NZST) on the Record Date of the
Offer.
8.2
If your application is scaled, your application monies will
be greater than the value of the New Shares you will be
allotted. The difference will be refunded to you by direct
credit to your bank account (held by the Share Registrar)
within 5 Business Days of the Allotment Date. If you have
not provided your bank account, the refund payment will
be withheld until your bank account details are provided.
No interest will be paid on any application monies
returned to you. Refunds will not be paid for any
difference arising solely due to rounding or where the
aggregate amount of the refund payable to you is less
than NZ$5.00.
9. THE NEW SHARES
9.1
The New Shares issued under the Offer will rank equally
with, and have the same voting rights, dividend rights and
other entitlements as, existing fully paid Shares.
9.2
The New Shares will be quoted on the NZX Main Board.
The NZX Main Board is a licensed market operated by NZX
Limited, which is a licensed market operator regulated
under the Financial Markets Conduct Act 2013. NZX
accepts no responsibility for any statement in this
document.
9.3
You cannot trade in any New Shares issued to you
pursuant to the Offer, either as principal or agent, until
quotation of the New Shares on the NZX Main Board in
accordance with the Listing Rules. Precinct expects that
the New Shares will commence trading on the NZX Main
Board on the Allotment Date (being 8 July 2021, unless the
Offer is extended).
9.4
The issue of New Shares under the Offer up to a maximum
value of $50,000 per Eligible Shareholder (or per beneficial
owner, in the case of holdings held by Custodians) is being
undertaken under Listing Rule 4.3.1 (Share Purchase
Plan) in respect of the first $15,000 of New Shares offered
and Listing Rule 4.5 (15% Placement) in respect of the
additional $35,000 of New Shares offered to each Eligible
Shareholder.
10. AMENDMENTS TO THE OFFER AND WAIVER OF
COMPLIANCE
10.1
Notwithstanding any other term or condition of the Offer,
the offer website (www.shareoffer.co.nz/precinct),
Precinct may, at its discretion:
a. make non-material modifications to the Offer on such
terms and conditions it thinks fit (in which event
applications for New Shares under the Offer will remain
binding on the applicant notwithstanding such
modification and irrespective of whether an application
was received by the Share Registrar before or after such
modification is made); and/or
b. suspend or terminate the Offer at any time prior to the
issue of the New Shares under the Offer (including by
reviewing the timetable for the Offer). If the Offer is
terminated, application monies will be refunded to
applicants without interest within 5 Business Days of
termination.
10.2
Precinct reserves the right to waive compliance with any
provision of these terms and conditions, which will be
done in accordance with New Zealand law (including the
Listing Rules).
10.3
Precinct will notify NZX of any waiver, amendment,
suspension, withdrawal or termination of the Offer.
Approval of any material changes to the Offer will be
sought from NZX to the extent required under the
Listing Rules.
11. GOVERNING LAW
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
12. DISPUTE RESOLUTION
If any dispute arises in connection with the Offer, Precinct
may settle it in any manner it thinks fit. It may do so
generally or in relation to any particular shareholder,
applicant, application or Share. Precinct’s decision will be
final and binding.
13. INCONSISTENCY
Unless otherwise determined by the directors of Precinct,
in the event of any inconsistency between the terms and
conditions of the Offer and:
a. the accompanying Letter from the Chair of Precinct
and the Questions and Answers, the terms and
conditions shall take precedence; and
b. Precinct’s constitution, Precinct’s constitution shall take
precedence.

11
GLOSSARY
GLOSSARY
Allotment Date
8 July 2021.
Board
means the board of directors of Precinct.
Business Day
has the meaning given to that term in the Listing Rules.
Closing Date
means 5:00pm (NZST) on 2 July 2021.
Custodian
has the meaning given in clause 3.1 of Part 4 of this Offer Document.
Eligible Shareholder
means a person who, at 5.00pm(NZST) on the Record Date, was recorded in Precinct’s share register
as being a Shareholder and whose address is shown in Precinct’s share register as being in New
Zealand.
Existing Share
means a Share on issue on the Record Date.
Issue Date
8 July 2021.
Issue Price
The Shares will be issued at the lower of the price paid by investors in Precinct’s recent Placement,
being $1.52 per Share, and the five day volume weighted average price of Precinct Shares traded
on NZX during the five NZX trading days up to, and including, the Closing Date.
Listing Rules
means the listing rules of NZX in relation to the NZX Main Board (or any market in substitution for that
market) in force from time to time, read subject to any applicable rulings or waivers.
New Share
means a Share in Precinct offered under the Offer of the same class as, and ranking equally in all
respects with, Precinct’s quoted Existing Shares at the Allotment Date.
NZX
means NZX Limited.
NZX Main Board
means the main board equity security market operated by NZX.
NZX Primary Market Participant
means any company, firm, organisation, or corporation designated or approved as a primary
market participant from time to time by NZX.
Offer Document
means this document.
Opening Date
means 22 June 2021.
Placement
means an underwritten offer of $220 million of Shares to selected investors on or about 18 June 2021.
Precinct
means Precinct Properties New Zealand Limited.
Record Date
means 17 June 2021.
Retail Offer or Offer
means the offer detailed in this Offer Document.
Share
means a fully paid ordinary share in Precinct.
Shareholder
means a registered holder of Shares.
U.S. securities Act
means the U.S. Securities Act of 1933.

DIRECTORY
APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT
Issuer
Share Registry
Precinct Properties New Zealand Limited
Level 12, 188 Quay Street
Auckland 1010
Telephone: +64 9 222 0070
Email: hello@precinct.co.nz
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: 0800 650 034 (within NZ) or +64 9 488
8777 (outside NZ)
Email: precinct@computershare.co.nz
Lead ManagerLegal advisors to Precinct
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West Auckland 1010
Chapman Tripp
Level 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 O F F E R D O C U M E N T
R E T A I L O F F E R
22 JUNE 2021
This is an important document. You should read the whole document before deciding
whether to subscribe for shares. If you have any doubts as to what you should do,
please consult your broker, financial investment or other professional advisor.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This document does not constitute an offer of securities in any place outside New
Zealand. In particular, this document does not constitute an offer to sell, or a solicitation
of any 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 document 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 transfered, 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).
Lead Manager

---

Precinct Properties Retail Offer letter of entitlement




















22 June 2021

Tēnā koe,

On behalf of the directors of Precinct, I am pleased to offer you the opportunity to participate in our Retail Offer.
Shareholders who, at 5.00pm (NZST) on the Record Date of 17 June 2021, were recorded in Precinct’s share register
as being in New Zealand (Eligible Shareholders) have the opportunity to acquire additional Precinct shares without
incurring any brokerage or other transaction costs.
You may apply to participate in the offer online only at www.shareoffer.co.nz/precinct. If you have any
questions in relation to the completion of an online application, please contact Computershare Investor
Services Ltd on 0800 650 034.
The Retail Offer is part of Precinct’s equity raising initiative announced on 18 June 2021, details of which can be
found at www.nzx.com under the ticker “PCT”. We recommend you read the Offer Document which can be
found online at www.shareoffer.co.nz/precinct and encourage you to seek financial, investment, or other
professional advice from a qualified professional advisor and that you take your time to consider this Retail Offer.
Precinct is raising up to $30 million through the Retail Offer (with the ability to accept oversubscriptions at its
discretion), which will be in addition to the $220 million already raised by Precinct under the Placement conducted
on 18 June 2021. The investor presentation is also available online at www.nzx.com under the ticker “PCT” and on
Precinct’s website www.precinct.co.nz.
The Board acknowledges that while the equity raise is not structured as a rights offer, the structure is fair for all our
existing shareholders. All shareholders (unless restricted due to legal constraints) will be able to participate fairly in
the equity raising through either the Placement or Retail Offer and, should scaling be required, it will be done in
reference to existing shareholder holdings. This structure of offer provides Precinct greater execution certainty and
reduced transaction costs compared with a rights offer.
Like many organisations and in line with our proactive approach to sustainability at Precinct, our business is
reconsidering our printing habits in response to the environmental impacts of printing. The Board has therefore
made the decision to reduce the printing associated with this Retail Offer altogether and have no paper
application forms or printed Offer Document sent to shareholders. As well as having a significant positive impact on
the environment, there is also the added benefit to shareholders of reduced printing costs.

Capital raise to fund Wellington acquisitions
The net proceeds of the equity raise will fund the acquisition of Bowen House in Wellington. 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, entry lobby
to the Beehive via a subterranean link, and car parking.
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 anticipate progressing with design for the
redevelopment while benefiting from holding income.
Precinct is completing due diligence on the Freyberg Building in Wellington and expects to complete the
acquisition imminently.
In addition to funding the acquisitions, the equity raising will also reduce Precinct’s gearing providing additional
funding capacity to assist with future development opportunities.

Retail Offer
The Retail Offer is available to all shareholders in New Zealand. It gives all Eligible Shareholders the opportunity to
invest up to $50,000 in new Precinct shares. These shares will be issued at the lower of the price paid by investors in
Precinct’s recent Placement, being $1.52 per share, and the five day volume weighted average price of Precinct
shares traded on NZX during the five NZX trading days up to, and including, the closing date of the Retail Offer.
Should you choose to participate in our Retail Offer, you will not incur any brokerage or other transaction costs.
After reading the Offer Document, the Board encourages you to seek financial, investment, or other professional
advice from a qualified professional advisor and that you take your time to consider this offer. Additional
information can be found at www.shareoffer.co.nz/precinct and in the investor presentation we released to NZX
on 18 June 2021.
We look forward to advancing this opportunity in Wellington and are committed to creating significant shareholder
value for Precinct shareholders, as we continue to successfully deliver on our strategy.
On behalf of the Board, thank you for your continued support in Precinct and I welcome your participation in this
offer.

Ngā mihi,

Craig Stobo
Independent Director and Chair
Precinct Properties New Zealand Limited

This Retail Offer closes at 5pm (NZST) on 2 July 2021, unless extended. Applications must be received by the Share
Registrar, and payment must be lodged by direct credit before this time at
www.shareoffer.co.nz/precinct. The
new shares are expected to be allotted on or around 8 July 2021. They will rank equally with existing Precinct
shares at that date.

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NZX announcement – 22 June 2021
Precinct $30 million Retail Offer Opens
Precinct Properties New Zealand Limited (NZX: PCT) (Precinct) is pleased to announce the
opening today of its non-underwritten retail offer of up to $30 million, with the ability to accept
oversubscriptions at Precinct’s discretion (Retail Offer). The Retail Offer is part of Precinct’s $250
million equity raise announced on 18 June 2021, pursuant to which Precinct also undertook
an underwritten $220 million placement of new shares to institutional shareholders in New
Zealand, Australia and certain other jurisdictions (Placement).
Precinct announced the successful completion of the Placement yesterday (21 June 2021).
The $220 million Placement was fully subscribed at the price determined in the bookbuild of
$1.52 per new share, which represented a discount of 4.4% to the last close price of $1.59 per
share on 17 June 2021 and a discount of 5.1% to the five-day volume weighted average price
of $1.6009 (assessed up to and including 17 June 2021). Settlement, allotment, and the
commencement of trading of new shares issued under the Placement is expected to occur
on 24 June 2021.
Under the Retail Offer, each person who was recorded in Precinct’s share register as being a
registered holder of shares and having an address in New Zealand as at 5:00pm (NZT) on the
record date of 17 June 2021 can subscribe for up to $50,000 worth of new ordinary shares in
Precinct. The offer price of these shares will be the lower of the Placement offer price of $1.52
and the five-day volume weighted average price of Precinct shares traded on NZX over the
five business day period prior to, and including, the closing date of the Retail Offer. The new
shares to be issued under the Retail Offer will rank equally in all respects with Precinct’s existing
ordinary shares on issue.
The Retail Offer has been designed so that most eligible shareholders have the potential to
preserve their current relative shareholding, if they choose to participate. If scaling of the
Retail Offer is required, it will be done having regard to shareholders’ existing shareholdings at
5: 00pm (NZT) on the record date of 17 June 2021.
A Retail Offer Document is now available to eligible New Zealand shareholders at
www.shareoffer.co.nz/precinct. All eligible shareholders are encouraged to visit this website

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

and apply online before 5:00pm (NZT) on Friday, 2 July 2021. A copy of the Retail Offer
Document also accompanies this announcement.
Key dates relating to the Retail Offer:
Retail Offer Record Date 5:00pm (NZT) on 17 June 2021
Retail Offer Opening Date 22 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
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
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.

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.