Genesis Green Bond – Terms Sheet

Genesis Energy Limited
Fixed Rate Green Bonds
Maturing March 2028
Final Terms
Sheet
Arranger, Green Bond
Coordinator and Joint
Lead Manager
Joint Lead
Manager

4 March 2022
This terms sheet (Terms Sheet) sets out the key terms
of the offer by Genesis Energy Limited (Genesis)
of NZ$125,000,000 of 6-year fixed-rate unsecured,
unsubordinated green bonds maturing on 14 March 2028
(Green Bonds). The Green Bonds will be issued under a
master trust deed dated 25 November 2008 (as amended
from time to time) as modified and supplemented by a
supplemental trust deed dated 1 March 2022 entered
into between Genesis as issuer and Trustees Executors
Limited as supervisor (Supervisor) (together, the
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 Green Bonds by Genesis 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 green bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate
and maturity date) as Genesis’ NZ$100,000,000 fixed-
rate unsecured, unsubordinated green bonds maturing
on 18 March 2022 (with a fixed interest rate of 4.14% per
annum), which are currently quoted on the NZX Debt
Market under the ticker code GNE030 (GNE030 Bonds).
Accordingly, the Green Bonds are of the same class as
the GNE030 Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014 (FMC
Regulations).
Genesis is subject to a disclosure obligation that
requires it to notify certain material information to NZX
Genesis Energy Limited
Final Terms Sheet
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/GNE/announcements.
The GNE030 Bonds are the only debt securities of
Genesis that are in the same class as the Green Bonds
and are currently quoted on the NZX Debt Market.
Investors should look to the market price of the GNE030
Bonds to find out how the market assesses the returns
and risk premium for those bonds.
Other information
The dates set out in this Terms Sheet are indicative
only and Genesis, in conjunction with the Joint Lead
Managers, may change the dates set out in this Terms
Sheet. Genesis has the right in its absolute discretion
and without notice to close the offer early, to extend the
Closing Date (subject to the NZX Listing Rules), or to
choose not to proceed with the offer. If the Closing
Date is changed, other dates (such as the Issue Date,
the Maturity Date and the Interest Payment Dates) may
be changed accordingly.
Copies of the Bond Trust Documents will be made
available by Genesis for inspection during usual business
hours at Genesis’ registered office listed on the final
page of this Terms Sheet (or such office as Genesis
may notify the holders of the Green Bonds (Green
Bondholders) from time to time).
Investors should seek qualified, independent financial
and taxation advice before deciding to invest.
For further information regarding Genesis,
visit www.nzx.com/companies/GNE.

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IssuerGenesis Energy Limited (Genesis).
DescriptionThe Green Bonds are fixed-rate unsecured, unsubordinated green bonds
of Genesis.
Issue AmountNZ$125,000,000
The offer is not underwritten.
Te r m6 years, maturing Tuesday, 14 March 2028.
Opening Date Tuesday, 1 March 2022.
Closing Date11.00am on Friday, 4 March 2022.
Rate Set DateFriday, 4 March 2022.
Issue DateMonday, 14 March 2022.
Maturity DateTuesday, 14 March 2028.
Principal AmountNZ$1.00 per Green Bond.
Credit RatingsIssuer credit rating: BBB+ (S&P Global Ratings)
Expected credit rating for Green Bonds: BBB+ (S&P Global Ratings)
Genesis’ current Issuer Credit Rating includes a one-notch uplift from the
company’s stand-alone credit profile of ‘bbb’, reflecting the legislated
majority ownership by the Crown. The Crown does not guarantee the Green
Bonds and is under no obligation to provide financial support to Genesis.
A credit rating is not a recommendation by any rating organisation to buy,
sell or hold Green Bonds. The above credit ratings are current as at the
date of this Terms Sheet and may be subject to suspension, revision or
withdrawal at any time by S&P Global Ratings.
Use of Green Bond ProceedsIn accordance with Genesis' Sustainable Finance Framework dated
November 2021 (as amended from time to time) (Sustainable Finance
Framework), Genesis intends to notionally allocate an amount equal to the
proceeds of the Green Bonds to finance or refinance renewable energy
assets, or other projects, assets and/or activities, that meet the eligibility
criteria set out in the Sustainable Finance Framework (Eligible Assets).
Consistent with this, Genesis will apply the net proceeds of this offer to
repay existing debt.
In accordance with the Sustainable Finance Framework, Genesis intends to:
- maintain a balance of Eligible Assets that have an aggregate book
value which is at least equal to the aggregate proceeds of all its
outstanding green bonds and/or green loans (including the Green
Bonds issued under this offer); and
- maintain a register that outlines (among other things) the current book
value of Eligible Assets and the notional allocation of proceeds
(including an amount equal to the proceeds of the Green Bonds issued
under this offer).
A copy of the Sustainable Finance Framework is available on Genesis’
website at www.genesisenergy.co.nz/investors/reports-and-presentations.
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Alignment with the
Green Bond Principles
In accordance with the Sustainable Finance Framework, Genesis has
processes in place to identify and evaluate its Eligible Assets and manage
the allocation of the proceeds of the Green Bonds in accordance with
the Green Bond Principles published by the International Capital Market
Association (ICMA) and dated June 2021 (Green Bond Principles).
DNV Business Assurance Australia Pty Ltd has provided a second party
opinion on the alignment of the Sustainable Finance Framework, the
GNE030 Bonds and the existing Eligible Assets (based on valuations as
at 30 June 2021) to the Green Bond Principles, as well as alignment to
the Climate Transition Finance Handbook 2020, as published by ICMA.
A copy of that second party opinion is available on Genesis’ website
at www.genesisenergy.co.nz/investors/reports-and-presentations.
At least once post-issuance of the Green Bonds (or annually if Genesis
deems necessary), Genesis intends to seek an external review from an
independent and recognised sustainable finance verifier of any update
report issued by Genesis regarding alignment of the Green Bonds with the
Green Bond Principles and the Sustainable Finance Framework.
No Event of Default in relation
to the Sustainable Finance
Framework or the Green
Bond Principles
If:
- Genesis fails to allocate the proceeds of the Green Bonds as described
in this Terms Sheet and the Sustainable Finance Framework;
- Genesis fails to comply with the Sustainable Finance Framework in any
other way;
- the Green Bonds cease to satisfy the Green Bond Principles (including,
without limitation, as a result of an amendment to the Green Bond
Principles); or
- Genesis fails to notify Green Bondholders that the Green Bonds cease
to comply with the Sustainable Finance Framework or the Green Bond
Principles,
then, although it is possible that the Green Bonds may lose their green
classification:
- no Event of Default will occur in relation to the Green Bonds; and
- neither the Green Bondholders nor Genesis will have any right for the
Green Bonds to be repaid early.
Interest Rate4.17 per cent per annum.
The Interest Rate has been set at the higher of:
- the sum of the Base Rate and the Margin on the Rate Set Date
(following the bookbuild process); and
- the minimum Interest Rate of 4.00 per cent per annum (as announced
by Genesis via NZX on 1 March 2022).
The Base Rate on the Rate Set Date was 3.12 per cent per annum and the
Margin was determined by Genesis in consultation with the Joint Lead
Managers as 1.05 per cent per annum. Accordingly, the sum of the Base
Rate and the Margin on the Rate Set Date (being 4.17 per cent per annum)
applies to the Green Bonds.
Margin1.05 per cent per annum.
Base RateThe semi-annual 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 Genesis, according to market
convention, with reference to Bloomberg page 'ICNZ4' (or any successor
page) on the Rate Set Date (rounded to 2 decimal places, if necessary, with
0.005 being rounded up).
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Interest PaymentsSemi-annually in arrear in equal amounts.
Interest Payment Dates14 March and 14 September of each year up to and including the Maturity Date.
The first Interest Payment Date will be 14 September 2022.
Payment of InterestInterest will be payable on an Interest Payment Date to the Green
Bondholder as at the Record Date immediately preceding the relevant
Interest Payment Date.
Record DateThe Record Date for Interest Payment Dates (other than the final Interest
Payment Date) is 5.00pm on the tenth calendar day before the relevant
Interest Payment Date or, if that day is not a Business Day, the immediately
preceding Business Day.
The Record Date for the Maturity Date and the final Interest Payment Date
is 5.00pm on the fifth calendar day before the Maturity Date and final
Interest Payment Date or, if that day is not a Business Day, the immediately
preceding Business Day.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are
generally open for business in Auckland and Wellington.
If an Interest Payment Date or the Maturity Date falls on a day that is not a
Business Day, the due date for any payment to be made on that date will be
the next following Business Day.
RankingThe Green Bonds rank equally and without preference among themselves
and equally with any other unsecured, unsubordinated indebtedness of
Genesis (except indebtedness preferred by law).
GuaranteeThe Green Bonds benefit from the guarantee provisions contained in the
negative pledge deed dated 12 August 2004 (as amended from time to
time) (Negative Pledge Deed) and a subsidiary guarantee dated 1 March
2022. Under these guarantee provisions, each Guaranteeing Subsidiary
guarantees the due and punctual payment of all amounts payable by
Genesis to Green Bondholders in respect of the Green Bonds. There are no
limits on the obligations of the Guaranteeing Subsidiaries in respect of the
amounts owing under the guarantee. The guarantee is unsecured.
As at the date of this Terms Sheet, Kupe Venture Limited is the only
Guaranteeing Subsidiary.
EBITDA Coverage RatioUnder the Bond Trust Documents and the Negative Pledge Deed, Genesis
must ensure that EBITDA of the Guaranteeing Group exceeds 85% of
EBITDA of the Consolidated Group in respect of the 12 month period ending
on 30 June and 31 December in each year.
As at the date of this Terms Sheet, Genesis and Kupe Venture Limited are
the only members of the Guaranteeing Group.
Negative PledgeUnder the Negative Pledge Deed, each member of the Guaranteeing Group
agrees that it will not create, or permit to subsist, any security over the
whole or any part of its assets, except in certain limited circumstances set
out in the Negative Pledge Deed.
Event of DefaultUpon the occurrence of an Event of Default as set out in the Bond Trust
Documents, the Supervisor may in its discretion, and it must, upon being
directed to do so by an extraordinary resolution of Green Bondholders,
declare the principal amount, all accrued interest and any other amounts
due and payable on the Green Bonds to be immediately due and payable.
You should refer to the Bond Trust Documents for a description of the
specific events which constitute Events of Default.
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Further IndebtednessGenesis and the Guaranteeing Subsidiaries may incur finance debt
(including, without limitation, bank debt, new bonds or new US private
placement notes) without the consent of Green Bondholders.
Early RepaymentOther than following an Event of Default, Green Bondholders have no right
to require Genesis to redeem the Green Bonds prior to the Maturity Date.
Genesis does not have the right to redeem the Green Bonds early.
Minimum Application Amount
and Minimum Holding
Minimum application of NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer RestrictionsAs a Green Bondholder, you may only transfer Green Bonds if the transfer
is in respect of Green Bonds having an aggregate Principal Amount that is
an integral multiple of NZ$1,000. However, Genesis will not register any
transfer of Green Bonds if the transfer would result in the transferor or the
transferee holding or continuing to hold Green Bonds with an aggregate
Principal Amount of less than NZ$5,000, unless the transferor would then
hold no Green Bonds.
QuotationGenesis will take any necessary steps to ensure that the Green Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application has
been made to NZX for permission to quote the Green Bonds on the NZX
Debt Market and all the requirements of NZX relating thereto that can
be complied with on or before the distribution of this Terms Sheet have
been duly complied with. However, NZX accepts no responsibility for any
statement in this Terms Sheet. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeGNE060.
Expected Date of Initial Quotation
on NZX Debt Market
Tuesday, 15 March 2022.
ISINNZGNEDG006C0.
Repo-eligibilityGenesis intends to apply to the Reserve Bank of New Zealand for the Green
Bonds to be included as eligible securities for domestic market operations.
Who May Apply for Green BondsAll of the Green Bonds (including oversubscriptions) are reserved for
subscription by clients of the Joint Lead Managers, institutional investors
and other Primary Market Participants invited to participate in the
bookbuild.
There will be no public pool for the Green Bonds.
Retail investors should contact a Joint Lead Manager, their financial adviser
or any Primary Market Participant for details on how they may acquire
Green Bonds. You can find a Primary Market Participant by visiting
www.nzx.com/services/market-participants.
Each investor’s broker or financial adviser will be able to advise them as
to what arrangements will need to be put in place for the investor to trade
the Green Bonds including obtaining a common shareholder number
(CSN), an authorisation code (FIN) and opening an account with a Primary
Market Participant, as well as the costs and timeframes for putting such
arrangements in place.
Governing LawNew Zealand.
Arranger and Green Bond
Coordinator
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New
Zealand branch) (Westpac).
Joint Lead ManagersCraigs Investment Partners Limited and Westpac.
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SupervisorTrustees Executors Limited.
Registrar and Paying AgentComputershare Investor Services Limited.
Selling RestrictionsThe selling restrictions set out in the Schedule to this Terms Sheet apply.
Singapore Securities and Futures
Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the SFA), Genesis has determined,
and hereby notifies all relevant persons (as defined in Section 309A of
the SFA) that the Green Bonds are “prescribed capital markets products”
(as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018).
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Issuer
Genesis Energy Limited
155 Fanshawe Street
Auckland 1010
Supervisor
Trustees Executors Limited
Level 5, 10 Customhouse Quay
Wellington 6011
Registrar
Computershare Investor Services Limited
159 Hustmere Road, Takapuna
Private Bag 92119
Auckland 1142
Arranger, Green Bond Coordinator
and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010
Joint Lead Manager
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Address Details
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Part A – Initial Selling Restrictions
If sold in New Zealand, the Green Bonds may only be
offered in New Zealand in conformity with all applicable
laws and regulations in New Zealand. In respect of the
initial offer of the Green Bonds by Genesis under this
Terms Sheet (Initial Offer), no Green Bonds may be
offered in any other country or jurisdiction except in
conformity with all applicable laws and regulations of
that country or jurisdiction and the applicable selling
restrictions set out below in this Part A. This Terms Sheet
may not be published, delivered or distributed in or from
any country or jurisdiction except under circumstances
which will result in compliance with all applicable laws
and regulations in that country or jurisdiction and the
applicable selling restrictions set out below in this Part
A. For the avoidance of doubt, the selling restrictions
set out below in this Part A apply only in respect of the
Initial Offer.
United States of America
The Green Bonds have not been and will not be
registered under the Securities Act of 1933, as amended
(Securities Act) and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the
Securities Act (Regulation S)). No person may engage in
any directed selling efforts (as defined in Regulation S)
in relation to the Green Bonds, and persons must comply
with the offering restrictions in Regulation S.
The Green Bonds will not be offered or sold within the
United States or to, or for the account or benefit of,
U.S. persons (i) as part of their distribution at any time,
or (ii) otherwise until 40 days after the completion of
the distribution of all Green Bonds, as determined and
certified by the Joint Lead Managers. Any Green Bonds
sold to any distributor, dealer or person receiving a
selling concession, fee or other remuneration during the
distribution compliance period require a confirmation or
notice to the purchaser at or prior to the confirmation of
the sale to substantially the following effect:
“The Green Bonds covered hereby have not been
registered under the United States Securities Act of
1933, as amended (the Securities Act) or with any
securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered
or sold within the United States, or to or for the account
Schedule - Selling
Restrictions
or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later
of the commencement of the offering of the Green
Bonds and the closing date. Terms used above have the
meaning given to them by Regulation S.”
Member States of the European
Economic Area
In relation to each Member State of the European
Economic Area, no Green Bonds have been offered and
no Green Bonds will be offered that are the subject of
the offering contemplated by this Terms Sheet in relation
thereto to the public in that Member State except that
an offer of Green Bonds to the public in the Member
State may be made:
(a) to any legal entity which is a qualified investor as
defined in the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other
than qualified investors as defined in the EU
Prospectus Regulation) subject to obtaining the
prior consent of the relevant Joint Lead Manager
and/or Joint Lead Managers nominated by
Genesis for any such offer; or
(c) in any other circumstances falling within Article 1(4)
of the EU Prospectus Regulation, provided that no
such offer of the Green Bonds shall require Genesis
or any Joint Lead Managers to publish a prospectus
pursuant to Article 3 of the EU Prospectus
Regulation or supplement a prospectus pursuant to
Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an
offer of the Green Bonds to the public in relation
to any Green Bonds in any Member State means the
communication in any form and by any means of
sufficient information on the terms of the offer and the
Green Bonds to be offered so as to enable an investor
to decide to purchase or subscribe for the Green Bonds
and the expression EU Prospectus Regulation means
Regulation (EU) 2017/1129.
United Kingdom
No Green Bonds have been offered and no Green Bonds
will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to
the public in the United Kingdom except that an offer of
Green Bonds to the public in the United Kingdom may be
made:
(a) to any legal entity which is a qualified investor as
defined in Article 2 of the UK Prospectus
Regulation;
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(b) to fewer than 150 natural or legal persons (other
than qualified investors as defined in Article 2 of
the UK Prospectus Regulation) in the United
Kingdom subject to obtaining the prior consent
of the relevant Joint Lead Manager and/or Joint
Lead Managers nominated by Genesis for any
such offer; or
(c) in any other circumstances falling within section
86 of the Financial Services and Markets Act 2000
(FSMA),
provided that no such offer of the Green Bonds shall
require Genesis or any Joint Lead Manager to publish
a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of the
UK Prospectus Regulation.
For the purposes of this provision, the expression an
offer of the Green Bonds to the public in relation to
any Green Bonds means the communication in any form
and by any means of sufficient information on the terms
of the offer and the Green Bonds to be offered so as to
enable an investor to decide to purchase or subscribe
for the Green Bonds and the expression UK Prospectus
Regulation means Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Other regulatory restrictions
No communication, invitation or inducement to engage
in investment activity (within the meaning of section 21
of the FSMA) has been or may be made or caused to be
made or will be made in connection with the issue or sale
of the Green Bonds in circumstances in which section
21(1) of the FSMA applies to Genesis.
All applicable provisions of the FSMA with respect to
anything done in relation to the Green Bonds in, from
or otherwise involving the United Kingdom must be
complied with.
Japan
The Green Bonds have not been and will not be
registered in Japan pursuant to Article 4, Paragraph 1
of the Financial Instruments and Exchange Act of Japan
(Act No. 25 of 1948, as amended, the FIEA) in reliance
upon the exemption from the registration requirements
since the offering constitutes the small number private
placement as provided for in “ha” of Article 2, Paragraph
3, Item 2 of the FIEA. A Japanese Person who transfers
the Green Bonds shall not transfer or resell the Green
Bonds in Japan or to a Japanese person except where
the transferor transfers or resells all the Green Bonds
en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person
resident in Japan, including any corporation or other
entity organised under the laws of Japan.
Singapore
Each Joint Lead Manager has acknowledged that this
Terms Sheet has not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly,
each Joint Lead Manager has represented, warranted
and agreed that it has not offered or sold any Green
Bonds or caused the Green Bonds to be made the
subject of an invitation for subscription or purchase
and will not offer or sell any Green Bonds or cause the
Green Bonds to be made the subject of an invitation
for subscription or purchase, and has not circulated or
distributed, nor will it circulate or distribute, this Terms
Sheet or any other document or material in connection
with the offer or sale, or invitation for subscription
or purchase, of the Green Bonds, whether directly or
indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A
of the SFA pursuant to Section 274 of the SFA);
(b) to a relevant person (as defined in Section 275(2)
of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions
specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the
SFA.
Where the Green Bonds are subscribed or purchased
under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor
(as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the
entire share capital of which is owned by one or
more individuals, each of whom is an accredited
investor; or
(b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual
who is an accredited investor,
securities or securities based derivatives contracts
(each term as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries’ rights and
interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or
that trust has acquired the Green Bonds pursuant to an
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offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person,
or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the
transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities
and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts)
Regulations 2018.
Hong Kong
No Green Bonds have been offered or sold or will be or
may be offered or sold in Hong Kong, by means of any
document other than (a) to professional investors as
defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the SFO) and any rules made under
the SFO; or (b) in other circumstances which do not
result in the document being a prospectus as defined
in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the
C(WUMP)O) or which do not constitute an offer to the
public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the
Green Bonds may be issued or in the possession of any
person or will be issued or be in the possession of any
person in each case for the purpose of issue, whether
in Hong Kong or elsewhere, which 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 the Green Bonds which are or are intended
to be disposed of only to persons outside Hong Kong or
only to professional investors as defined in the SFO and
any rules made under the SFO.
Australia
No prospectus or other disclosure document (as defined
in the Corporations Act 2001 of Australia (Corporations
Act)) in relation to the Green Bonds has been, or will be,
lodged with, or registered by, the Australian Securities
and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the
Green Bonds for issue, sale or purchase in, to or
from Australia (including an offer or invitation
which is received by a person in Australia); and
(b) distribute or publish, any Terms Sheet, information
memorandum, prospectus or any other offering
material or advertisement relating to the Green
Bonds in Australia,
unless:
(i) the aggregate consideration payable by each
offeree or invitee is at least A$500,000 (or its
equivalent in an alternative currency and, in either
case, disregarding moneys lent by the offeror or its
associates) or the offer or invitation otherwise does
not require disclosure to investors in accordance
with Part 6D.2 or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who
is a “retail client” within the meaning of section
761G of the Corporations Act;
(iii) such action complies with all applicable laws,
regulations and directives; and
(iv) such action does not require any document to be
lodged with ASIC or any other regulatory authority
in Australia.
By applying for the Green Bonds under this Terms Sheet,
each person to whom the Green Bonds are issued (an
Investor):
(a) will be deemed by Genesis and each Joint Lead
Manager to have acknowledged that if any Investor
on-sells the Green Bonds within 12 months from
their issue, the Investor will be required to lodge
a prospectus or other disclosure document (as
defined in the Corporations Act) with ASIC
unless either:
(i) that sale is to an investor within one of the
categories set out in sections 708(8) or 708(11)
of the Corporations Act to whom it is lawful to
offer the Green Bonds in Australia without a
prospectus or other disclosure document
lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Genesis and each Joint Lead
Manager to have undertaken not to sell those
Green Bonds in any circumstances other than those
described in paragraphs (a)(i) and (a)(ii) above for
12 months after the date of issue of such Green
Bonds.
This Terms Sheet is not, and under no circumstances is
to be construed as, an advertisement or public offering
of any Green Bonds in Australia.
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Part B – General Selling
Restrictions
Genesis has not and will not take any action which
would permit a public offering of the Green Bonds, or
possession or distribution of any offering material, in any
country or jurisdiction where action for that purpose is
required (other than New Zealand). The Green Bonds
may only be offered for sale or sold in compliance with
all applicable laws and regulations in any jurisdiction
in which they are offered, sold or delivered. Any
information memorandum, terms sheet, circular,
advertisement or other offering material in respect of
the Green Bonds may only be published, delivered or
distributed in or from any country or jurisdiction under
circumstances which will result in compliance with all
applicable laws and regulations.
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