Final Terms Sheet

Classification: PROTECTED




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$125,000,000
5 Year Senior Secured
Fixed Rate Bonds
Dated 18 February 2022
Investore Property Limited
Final Terms Sheet
Arranger & Joint Lead ManagerJoint Lead Managers

Final
Terms Sheet
Dated 18 February
2022
Senior Secured
Fixed Rate Bonds due
25 February 2027
This final terms sheet (Terms Sheet) sets out the key terms of the offer by Investore
Property Limited (Investore) of $125,000,000 of 5 year senior secured fixed rate
bonds maturing on 25 February 2027 (Bonds) under its bond master trust deed
dated 2 March 2018 (as amended from time to time) (Trust Deed) as modified and
supplemented by the supplemental deed dated 14 February 2022 entered into
between Investore and Public Trust (Supervisor) (together with the Trust Deed, Bond
Trust Documents).
Unless the context otherwise requires, capitalised terms used in this Terms Sheet
have the same meaning given to them in the Bond Trust Documents.
Important notice
The offer of debt securities by Investore is made in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer of bonds that have identical
rights, privileges, limitations and conditions (except for the interest rate and
maturity date) as Investore’s:
• $100,000,000 senior secured fixed rate bonds maturing on 18 April 2024
(which have an interest rate of 4.40% p.a.), which are currently quoted on the
NZX Debt Market under the ticker code IPL010; and
• $125,000,000 senior secured fixed rate bonds maturing on 31 August 2027
(which have an interest rate of 2.40% p.a.), which are currently quoted on the
NZX Debt Market under the ticker code IPL020,
(together the Existing Bonds).
Accordingly, the Bonds offered will be the same class as the Existing Bonds for
the purposes of the FMCA and the Financial Markets Conduct Regulations 2014.
Investore is subject to a disclosure obligation that requires it to notify certain
material information to NZX Limited (NZX) for the purpose of that information being
made available to participants in the market and that information can be found by
visiting www.nzx.com/companies/IPL.
The Existing Bonds are the only debt securities of Investore that are currently
quoted in the same class as the Bonds.
Investors should look to the market price of the Existing Bonds referred to above
to find out how the market assesses the returns and risk premium for those bonds.
When comparing the yield of two debt securities, it is important to consider all
relevant factors (including the credit rating (if any), maturity and the other terms of
the relevant debt securities).
Issuer
Investore Property Limited
Description
5 year senior secured fixed rate bonds
Opening Date Monday, 14 February 2022
Closing Date 11.00am on Friday, 18 February 2022
Rate Set Date Friday, 18 February 2022
Issue Date Friday, 25 February 2022
Expected Quotation on NZX Debt Market Monday, 28 February 2022
Maturity Date Thursday, 25 February 2027
Purpose
The net proceeds of the offer will be used to repay existing bank debt. The offer will also
extend the tenor of Investore’s debt and increase the proportion of Investore’s debt that
is hedged or is subject to a fixed rate of interest
Issue Amount$125,000,000
Security and Guarantees
The Bonds are guaranteed by the Subsidiaries of Investore as at the date of this Terms
Sheet (the Guarantors)
The Bonds are secured by first ranking mortgages (the Mortgages) granted from time to
time by Investore and the Guarantors over their properties (the Mortgaged Properties)
and by security interests granted from time to time over Investore’s and the Guarantors’
other assets under a general security deed (subject to limited exceptions) (the General
Security Deed)
The Security Trustee holds the Mortgages, the General Security Deed and the
guarantees for all creditors entitled to their benefit, which currently includes (in addition
to the Supervisor and the Bondholders) Investore’s banking syndicate and its agent, on
an equal ranking basis
Financial Covenant
Investore agrees to ensure that the total principal amount of all outstanding borrowed
money secured by the Mortgages and the General Security Deed is not more than 65%
of the total value of all Mortgaged Properties (including, in respect of any development,
capital expenditure incurred during the development phase since the date of the most
recent valuation) (the Loan to Value Ratio)
A breach of the Loan to Value Ratio which is not remedied within (approximately)
13 months of that breach being disclosed to the Supervisor in a compliance certificate
will be an Event of Default. Refer to the Bond Trust Documents for more detail on
the covenant
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Final
Terms Sheet (cont.)
Distribution Stopper
Investore is not permitted to make any distribution, such as declaring a dividend to
Investore shareholders, if an Event of Default is continuing or if it would result in an Event
of Default. Full details of the Events of Default are set out in the Bond Trust Documents
No Credit Rating The Bonds will not be rated
Issue Price$1.00 per Bond, being the Principal Amount of each Bond
Early Repayment
Holders have no rights to require Investore to redeem the Bonds early except through the
Supervisor in the case of an Event of Default. Investore does not have the right to redeem
the Bonds early
Further Indebtedness
Investore may, without the consent of the Holders of the Bonds, issue additional
securities or other debt obligations on such other terms and conditions as Investore may
think fit
Interest Rate
4.00% per annum
The Interest Rate for the Bonds has been set as the higher of:
• the minimum Interest Rate of 3.95% per annum (as announced to the market on
14 February 2022); and
• the sum of the Swap Rate and the Issue Margin (each as calculated on the Rate Set
Date following the bookbuild)
The Swap Rate on the Rate Set Date was 2.85% per annum and the Issue Margin was
set by Investore (in conjunction with the Joint Lead Managers) at 1.15% per annum
Accordingly, the Interest Rate of 4.00% per annum is the sum of the Swap Rate and the
Issue Margin
Issue Margin1.15% per annum
Swap Rate
The mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Investore, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or
any successor page) on the Rate Set Date and expressed on a quarterly basis (rounded
to 2 decimal places, if necessary, with 0.005 being rounded up)
Interest PaymentsQuarterly in arrear in equal payments
Interest Payment Dates
25 February, 25 May, 25 August and 25 November each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date. The first
Interest Payment Date will be 25 May 2022
Record Date
5.00pm on the date that is 10 days before the relevant scheduled Interest Payment Date
or, if that is not a Business Day, the immediately preceding Business Day
Business DaysDays on which the NZX is open for trading
Firm Brokerage0.75% on firm allocations to be paid by Investore
ISINNZIPLDT003C9
NZX Debt Market Quotation
Investore will take any necessary steps to ensure the Bonds are, immediately after issue,
quoted on the NZX Debt Market. Application has been made to NZX for permission to
quote the Bonds on the NZX Debt Market and all the requirements of NZX relating to
that quotation that can be complied with on or before the distribution of this Terms Sheet
have been duly complied with. However, NZX accepts no responsibility for any statement
in this Terms Sheet. NZX is a licensed market operator, and the NZX Debt Market is a
licensed market under the FMCA
NZX ticker code IPL030 has been reserved for the Bonds
Minimum Application Amount and
Denominations
$5,000 and multiples of $1,000 thereafter
Transfer Restrictions
Holders are entitled to sell or transfer their Bonds at any time subject to the terms of
the Bond Trust Documents and applicable securities laws and regulations. Investore or
the Securities Registrar may decline to accept or register a transfer of the Bonds for the
reasons set out in the Bond Trust Documents
No transfer may be made if the transfer would result in the transferee holding or
continuing to hold Bonds with a Principal Amount of less than $5,000 (other than zero) or
not in multiples of $1,000
Governing LawNew Zealand
Who May Apply & How to Apply
All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint
Lead Managers, institutional investors and other persons invited to participate in the
bookbuild. There will be no public pool for the Bonds
Retail investors should contact any Joint Lead Manager, their financial adviser or any
Primary Market Participant for details on how they may acquire Bonds.
You can find a Primary Market Participant by visiting
www.nzx.com/services/market-participants/find-a-participant
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be at
Investore’s discretion, in consultation with the Joint Lead Managers. Investore reserves
the right to refuse all or any part of an application without giving any reason
Each investor’s financial adviser will be able to advise them as to what arrangements
will need to be put in place for the investors to trade the Bonds including obtaining a
common shareholder number (CSN), an authorisation code (FIN) and opening an account
with a Primary Market Participant, as well as the costs and timeframes for putting such
arrangements in place
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Final
Terms Sheet (cont.)
Address
Details
The dates set out in this Terms Sheet are indicative only and are subject to change. Investore may, in its absolute discretion and without
notice, vary the timetable (including by opening or closing the offer described in this Terms Sheet early, accepting late applications and
extending the Closing Date). If the Closing Date is extended, subsequent dates may be extended accordingly. Investore reserves the right
to cancel the offer described in this Terms Sheet and the issue of the Bonds, in which case all application monies received will be refunded
(without interest) as soon as practicable.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content of
any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Copies of the Bond Trust Documents are available on the website (managed by Investore) for the offer of the Bonds found at
www.investoreproperty.co.nz/bondoffer. Investors should seek qualified, independent financial and taxation advice before deciding
to invest. In particular, investors should consult their tax adviser in relation to their specific circumstances. Investors will be personally
responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with the financial arrangements rules
(if applicable) and payment of provisional or terminal tax (if required) on interest derived.
For further information regarding Investore, visit www.nzx.com/companies/IPL.
Investore has been designated as a “Non-Standard” (NS) issuer by NZX because Stride Investment Management Limited has the right to
appoint two directors to the Investore Board. A copy of the waivers granted by NZX in respect of Investore can be found at
www.nzx.com/companies/IPL.
Further waivers granted by NZX which relate to Investore’s manager can be found at www.nzx.com/companies/SPG.
Arranger
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its
New Zealand branch) (Westpac)
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited
and Westpac
SupervisorPublic Trust
Security TrusteeNew Zealand Permanent Trustees Limited
Securities RegistrarComputershare Investor Services Limited
Selling Restrictions
Investore does not intend that the Bonds be offered for sale, and no action has been
taken or will be taken to permit a public offering of Bonds, in any jurisdiction other than
New Zealand. Bonds may only be offered for sale or sold in conformity with all applicable
laws and regulations in any jurisdiction in which they are offered, sold or delivered. This
Terms Sheet may not be published, delivered or distributed in or from any country other
than New Zealand
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Investore, the Supervisor and the Joint Lead Managers for any loss suffered as a
result of any breach by you of the selling restrictions referred to in this Terms Sheet
Issuer
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
investoreproperty.co.nz
Directors
Mike Allen – Independent Director (Chair)
Gráinne Troute – Independent Director
Adrian Walker – Independent Director
Tim Storey – SIML Appointed Director
John Harvey – SIML Appointed Director
Supervisor
Public Trust
Level 16, SAP Tower
151 Queen Street
Auckland 1010
Security Trustee
New Zealand Permanent Trustees Limited
Level 16, SAP Tower
151 Queen Street
Auckland 1010
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
09 488 8777
Legal Adviser
Bell Gully
Level 21, Vero Centre
Auckland 1010
Level 21, ANZ Centre
Wellington 6011
Arranger
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 772 142
Joint Lead Managers
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
0800 269 476
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
0800 367 227
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West, Commercial Bay
Auckland 1010
0800 005 678
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 772 142
Investore Property Limited Final Terms Sheet | February 20226 Investore Property Limited Final Terms Sheet | February 20227

Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320
Victoria Street West,
Auckland 1142, New Zealand
T +64 9 912 2690
F +64 9 303 1239
W investoreproperty.co.nz