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PCTHA Subordinated Convertible Notes Conversion

Listing Change8 September 2021PCTReal Estate

Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599

W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

NZX announcement – 9 September 2021

PCTHA Subordinated Convertible Notes Conversion

Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) announces that the

subordinated convertible notes (Notes) under the NZX ticker code PCTHA issued by Precinct

on 27 September 2017 are coming to the end of their 4-year term, with the Conversion Date

being 27 September 2021.

All outstanding Notes will Convert into ordinary shares in Precinct (Shares) on the Conversion

Date. As previously indicated by Precinct on 12 August 2021, Precinct has determined not to

make a Cash Election in relation to the Notes. Shares issued on Conversion will rank equally

with all other existing Precinct Shares on issue.

Further details of the terms of the Notes are set out in the Final Terms Sheet dated 4 September

2017 and the Product Disclosure Statement dated 25 August 2017 (PDS), both available on

Precinct’s website under:

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

information. Capitalised terms used in this announcement have the same meaning as in the

PDS.

The Conversion Price will be the lesser of:

1. the Conversion Price Cap of $1.40; and

2. a 2% discount to the Market Price.

The Market Price will be determined based on the arithmetic average of the daily volume

weighted average price of Precinct ordinary shares traded through the NZX Main Board in the

20 Business Days prior to (but not including) the Conversion Announcement Date of 20

September 2021. The final Conversion Price will be announced on the Conversion

Announcement Date.

The number of Shares into which each holding of Notes Converts will be determined by

dividing the Noteholders Principal Amount ($1.00 per Note) by the Conversion Price. If the

total number of Shares to be issued to Noteholders includes a fraction of a Share, that fraction

will be rounded down to the nearest whole number. Please refer to the PDS for example

scenarios of Conversion at different Market Prices.

A copy of the letter sent to Noteholders today also accompanies this announcement.




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

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




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, Defence House, Bowen House and

Freyberg Building.

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.

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Corporate Action Notice

(Other than for a Distribution)




Page 1 of 2

Section 1: issuer information

Name of issuer Precinct Properties New Zealand Limited

Class of Financial Product Convertible Notes

NZX ticker code PCTHA

ISIN (If unknown, check on NZX

website)

NZPCTDG001C6

Name of Registry Computershare

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue


Capital

reconstruction

X

Non

Renounceable

Rights issue


Call Bonus issue

Record date 17/09/2021

Ex-Date (one business day before the

Record Date)

16/09/2021

Currency NZD


Section 5: Capital reconstruction

Nature of capital reconstruction

(Please mark with an X in

applicable box)

Financial Product

Split

Financial

Product

Consolidation


Other X Amalgamation

Ratio (for example 1 for 2) New Existing

Treatment of fractions The number of ordinary shares to be issued to a

noteholder on conversion of their Notes shall be rounded

down to the nearest whole number of ordinary shares and

no cash payment or other adjustment will be made for

such rounding

Number of Financial Products to be

issued/ redeemed

The number of ordinary shares into which each holding of

Notes converts will be determined by dividing each

noteholder’s Principal Amount ($1.00 per Note) by the

Conversion Price to be announced on 20 September 2021

Per Financial Product amount (if

cash reconstruction)

N/A

Payment date (if cash

reconstruction)

N/A

Allotment date 27/09/2021

2 of 2
Section 7: Authority for this announcement

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 09/09/2021

---

9 September 2021

Dear Noteholder,


As a registered holder of subordinated convertible notes (Notes) under the NZX ticker code PCTHA in Precinct

Properties New Zealand Limited (Precinct) issued on 27 September 2017, we are writing to inform you that your

Notes are coming to the end of their 4-year term with the Conversion Date being 27 September 2021.


All outstanding Notes will Convert into ordinary shares in Precinct (Shares) on the Conversion Date. Precinct has

determined not to make a Cash Election in relation to the Notes. Shares issued on Conversion will rank equally with

all other existing Precinct Shares on issue.


Further details of the terms of the Notes are set out in the Final Terms Sheet dated 4 September 2017 and the

Product Disclosure Statement dated 25 August 2017 (PDS), both available on Precinct’s website under:

https://www.precinct.co.nz/investors/bondholder-and-noteholder-information. Capitalised terms used in this letter

have the same meaning as in the PDS.


The Conversion Price will be the lesser of:

1. the Conversion Price Cap of $1.40; and

2. a 2% discount to the Market Price.


The Market Price will be determined based on the arithmetic average of the daily volume weighted average price

of Precinct ordinary shares traded through the NZX Main Board in the 20 Business Days prior to (but not including)

the Conversion Announcement Date of 20 September 2021. The final Conversion Price will be announced on the

Conversion Announcement Date.


The number of Shares into which each holding of Notes Converts will be determined by dividing your Principal

Amount ($1.00 per Note) by the Conversion Price. If the total number of Shares to be issued to you includes a

fraction of a Share, that fraction will be rounded down to the nearest whole number. Please refer to the PDS for

example scenarios of Conversion at different Market Prices.


Following the conversion of your Notes into Shares, you will receive a Securities Transaction Statement showing the

conversion of your Notes.


If you have any queries regarding your Notes, please contact Computershare by email:

enquiry@computershare.co.nz

or by Telephone: +64-9-488-8700





Kind regards,



Precinct Properties New Zealand Limited

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