Precinct launches retail green bond offer
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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
NZX announcement – 26 April 2022
Precinct launches retail green bond offer
Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) has announced an offer of up to
NZ$125 million (with the ability to accept up to an additional NZ$50 million in oversubscriptions at
Precinct’s discretion) of secured, unsubordinated, fixed rate six year green bonds (Green Bonds)
to institutional investors and New Zealand retail investors.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as
an offer of debt securities of the same class as existing quoted debt securities. The offer is
expected to close on 29 April 2022.
The indicative margin range for the Green Bonds is 1.30% to 1.40% per annum over the underlying
swap rate, subject to a minimum interest rate of 5.00% per annum. The margin and interest rate
is expected to be set on 29 April 2022 following a bookbuild process and will be announced by
Precinct via NZX shortly thereafter.
The Green Bonds are expected to be quoted on the NZX Debt Market.
Further details of the offer of the Green Bonds are contained in the indicative terms sheet which
has been prepared for the offer and is attached.
There is no public pool for the offer, with all the Green Bonds reserved for clients of the Joint Lead
Managers, NZX participants and other approved financial intermediaries.
Interested investors should contact a Joint Lead Manager (details below) or their usual financial
adviser for more details.
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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
Arranger, Green Bond Co-ordinator and Joint Lead Manager
ANZ Bank New Zealand Limited
Phone: 0800 269 476
Joint Lead Managers
Craigs Investment Partners Limited Forsyth Barr Limited Jarden Securities Limited
0800 226 263 0800 367 227 0800 005 678
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
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 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
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, AON Centre, Jarden House, Deloitte Centre, 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, Freyberg
Building and 30 Waring Taylor Street. Precinct owns Generator NZ, New Zealand’s premier
flexible office space provider. Generator currently offers 13,600 square metres of space across
nine locations in Auckland and Wellington.
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2 6 A P R I L 2 0 2 2
F I X E D R A T E S E C U R E D
G R E E N B O N D S
INDICATIVE TERMS SHEET
For an offer of $125,000,000 fixed rate secured green bonds (plus up to $50,000,000 of
oversubscriptions) due 9 May 2028
Arranger, Green Bond
Co-ordinator and Joint
Lead ManagerJoint Lead Managers
02
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET
FOR AN OFFER OF UP TO $125,000,000 FIXED RATE SECURED GREEN BONDS (PLUS UP TO $50,000,000 OF
OVERSUBSCRIPTIONS)
This indicative Terms Sheet ("Terms Sheet") sets out the key terms of the offer (“Offer”) by Precinct Properties New Zealand Limited
(“Precinct”) of up to $125,000,000 fixed rate secured green bonds (“Green Bonds”), with the ability to accept oversubscriptions at
Precinct’s discretion of up to an additional $50,000,000 maturing on 9 May 2028 under its master trust deed dated 27 November 2014
(as last amended on 25 August 2017 and as amended from time to time) (“Trust Deed”), as modified and supplemented by the
supplemental trust deed dated 26 April 2022 (together with the Trust Deed, “Trust Documents”) entered into between Precinct and The
New Zealand Guardian Trust Company Limited (“Supervisor”). Unless the context otherwise requires, capitalised terms used in this Terms
Sheet have the same meaning given to them in the Trust Documents.
Important Notice
The Offer of debt securities by Precinct 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 Precinct's bonds maturing on:
• 27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the
ticker code PCT020; and
• 28 May 2027 which have a fixed interest rate of 2.85% per annum and are currently quoted on the NZX Debt Market under the ticker
code PCT030,
(together, “Existing Bonds”).
Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets
Conduct Regulations 2014.
Precinct 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/PCT.
The Existing Bonds are the only debt securities of Precinct that are currently quoted in the same class as the Green Bonds.
Investors can refer to nzx.com/markets/NZDX to find out how the market assesses the returns and risk premium for the Existing Bonds. This
website allows investors to compare the yield of the financial products listed on the NZX Debt Market. 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).
Key terms of the Green Bonds
IssuerPrecinct Properties New Zealand Limited ("Precinct").
Description
The Green Bonds are fixed rate secured green bonds.
The Green Bonds will be secured by Mortgages and will rank equally with certain other senior
obligations of Precinct secured by the same Mortgages.
Security
The Green Bonds benefit (on an equal ranking basis with other secured creditors, including
Precinct’s lenders under the Bank Facility Agreement, holders of the Existing Bonds, holders of USPP
notes issued by Precinct in the United States and any future secured creditors) from mortgages over
real property (“Mortgages”) granted from time to time by Precinct and the Guarantors (each, a
“Security Provider”).
In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by
virtue of that security) rank ahead of all other creditors of that Security Provider other than certain
statutorily preferred creditors.
Guarantee
The Green Bonds are guaranteed on a joint and several basis by the Guarantors. The guarantee
obligations of the Guarantors are not limited and are secured by the Mortgages.
As at the date of this Terms Sheet, the Guarantors are Precinct Properties Holdings Limited and
Precinct Properties Wynyard Limited.
03
INDICATIVE TERMS SHEET
Purpose
The net proceeds of this offer are intended to be earmarked in accordance with Precinct’s
Sustainable Debt Framework dated 2020 (as amended from time to time) (the “Sustainable Debt
Framework”) to finance or refinance energy efficient buildings meeting the following criteria
(“Eligible assets”):
1. Certified as obtaining, or targeting, a minimum 5-Star NZGBC Green Star Built rating; or
2. Certified as obtaining, or targeting, a minimum 4-Star NABERSNZ Energy Base Building Rating or
Energy Whole Building Rating.
As at 26 April 2022, Precinct has $1.7 billion of Eligible assets (excluding assets held for sale to Precinct
Pacific Investment Limited Partnership).
In particular, as at the date of this Terms Sheet, Precinct expects to apply the net proceeds of the
offer to refinance existing debt, and to track an amount equal to the net proceeds within its systems,
earmarked to Eligible assets. Under the Sustainable Debt Framework, Precinct intends to maintain a
balance of Eligible assets, based on market value, which is larger than the sum of net proceeds from
all Green Bonds and other “use of proceeds” green bonds and loans.
A copy of the Sustainable Debt Framework is available on Precinct’s website at
www.precinct.co.nz/investors/bondholder-and-noteholder-information.
The Green Bond Principles
Precinct has developed and adopted the Sustainable Debt Framework to ensure that, as at the
date of this Terms Sheet, its processes for identifying Eligible assets and managing the use of the
proceeds of the Green Bonds are consistent with the Green Bond Principles dated June 2021 (as
amended from time to time, the “Green Bond Principles”) as published by the International Capital
Market Association. A copy of the Green Bond Principles is available at www.icmagroup.org/
sustainable-finance/the-principles-guidelines-and-handbooks/green-bond-principles-gbp/.
Precinct intends to seek assurance from an approved verifier of compliance of green bonds under
the Sustainable Debt Framework with the Green Bond Principles and the Sustainable Debt
Framework, on an annual basis. Most recently, Ernst & Young Limited has provided a limited
assurance report dated 22 July 2021 to Precinct in relation to compliance of the Existing Bonds. A
copy of that limited assurance report is available on Precinct’s website at www.precinct.co.nz/
investors/bondholder-and-noteholder-information.
No Event of Default in relation to
Sustainable Debt Framework or
Green Bond Principles
If:
• Precinct fails to earmark the proceeds of the Green Bonds as described in this Terms Sheet or the
Sustainable Debt Framework;
• Precinct fails to comply with the Sustainable Debt Framework;
• the Green Bonds cease to satisfy the Green Bond Principles (or market practices, standards,
principles or regulations further develop in a way that the Green Bonds are not consistent with);
• NZX ceases to designate the Green Bonds as “green” on the NZX Debt Market (whether as a
result of changes to the NZX Listing Rules or otherwise); or
•
Precinct fails to notify holders of Green Bonds (“Holders”) that the Green Bonds cease to comply
with the Sustainable Debt Framework or the Green Bond Principles,
then:
• the bonds may cease to be labelled or trade as green bonds, and Holders and potential
investors may consider that the bonds no longer align with their intentions or requirements; and
• no Event of Default or breach of the terms of the Green Bonds will occur and neither the Holders
nor Precinct have any right for the Green Bonds to be repaid early.
Precinct is generally required by the NZX Listing Rules to disclose to the market any material
information relating to the Green Bonds, which would include material information relating to their
“green” label.
No Rating
Neither Precinct nor the Green Bonds are rated.
04
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
Issue Amount
Precinct is offering up to $125,000,000 of Green Bonds, with the ability to accept oversubscriptions at
its discretion of up to an additional $50,000,000.
Opening Date
Tuesday, 26 April 2022.
Closing Date
12.00pm, Friday, 29 April 2022.
Rate Set Date
Friday, 29 April 2022.
Issue Date and Allotment Date
Monday, 9 May 2022.
Expected Date of initial
quotation on NZX Debt Market
Tuesday, 10 May 2022.
Tenor and Maturity Date
6 years maturing on Tuesday, 9 May 2028.
Interest Rate
To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild
process.
The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be
less than the minimum Interest Rate of 5.00% per annum.
The Interest Rate will be announced by Precinct via NZX on or shortly after the Rate Set Date.
Interest will accrue from the Issue Date of the Green Bonds.
Indicative Issue Margin
The indicative range of the Issue Margin is 1.30% – 1.40% per annum.
Base 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 Precinct, according to market
convention, with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date
and rounded to 2 decimal places, if necessary, with 0.005 being rounded up.
Interest Payments
Interest will be payable semi-annually in arrear in equal amounts on 9 May and 9 November of each
year up to and including the Maturity Date. If an Interest Payment Date is not a Business Day, the
due date for the payment to be made on that date will be the next following Business Day and no
adjustment will be made to the amount payable as a result of the delay in payment.
The First Interest Payment Date is on 9 November 2022.
05
INDICATIVE TERMS SHEET
Loan to Value Ratio
Precinct must ensure that while the Green Bonds are outstanding, the total principal amount of all
outstanding borrowed money secured by the Mortgages does not exceed 50% of the Mortgaged
Property Value (the “Loan to Value Ratio”).
A breach of the Loan to Value Ratio covenant will not automatically trigger an Event of Default, but
will instead trigger an Event of Review. Following that breach, Precinct may have up to 13 months to
remedy the breach before it will trigger an Event of Default (up to six months to remedy the breach
and, if the breach is not remedied and after Precinct has given notice of the failure to remedy the
breach (such notice to be provided within 20 Business Days after the end of that six month period),
six months to execute any plan provided to the Supervisor to remedy the relevant breach).
For full details of the Events of Default and Events of Review, see clauses 11.1 and 11.2 of the Trust
Deed.
Permitted Security
As a general matter, Precinct undertakes to the Holders that it will not grant security over any of its
assets. There are certain exclusions to this undertaking, being security:
• granted over debt in an amount equal up to 15% of the Group’s Total Tangible Assets. However,
such security is only permitted if there is no Event of Default at the time the security is granted
and one will not occur as a result of granting such security; or
• which arises by statute; or
• which is in favour of the Security Trustee; or
• granted with the consent of the Bank Facility Lenders.
The consent of Holders for Precinct to grant security over any of its assets is not required in the above
circumstances. Such security may rank behind the Mortgages or may be over assets which Holders
do not have security over.
Distribution Stopper
Precinct is not permitted to make any Distribution to any person outside the Group if an Event of
Default has occurred and is continuing or if the making of the Distribution would result in the
occurrence of an Event of Default.
Brokerage
0.50% plus 0.25% on firm allocations paid by Precinct.
Record Date
The tenth calendar day before the due date for that payment or, if that day is not a Business Day,
the preceding Business Day or such other date as is advised by the Registrar to Holders from time to
time.
Principal Amount and Issue Price
$1.00 per Green Bond.
Minimum Application
The minimum application is $5,000, with multiples of $1,000 thereafter.
Registrar
Computershare Investor Services Limited.
Further Indebtedness
Precinct may, without the consent of the Holders of the Green Bonds, issue additional securities or
other debt obligations on such other terms and conditions as Precinct may think fit.
06
INDICATIVE TERMS SHEET
INDICATIVE TERMS SHEET (CONTINUED)
How to Apply
All of the Green Bonds, including oversubscriptions, are reserved for 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 offer. Accordingly, retail investors should contact any
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.
In respect of oversubscriptions or generally, any allotment of Green Bonds will be at Precinct's
discretion, in consultation with the Joint Lead Managers. Precinct 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 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.
ISIN
NZPCTDT004C5
Transfers
Holders are entitled to sell or transfer their Green Bonds at any time subject to the terms of the Trust
Documents and applicable securities laws and regulations. Precinct may decline to register a
transfer of Green Bonds for the reasons set out in the Trust Documents.
The minimum amount of Green Bonds a Holder can transfer is $1,000, and integral multiples of $1,000
thereafter. No transfer of Green Bonds or any part of a Holder’s interest in a Green Bond will be
registered 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 the minimum holding of $5,000 (other
than zero).
NZX Quotation
Precinct will take any necessary steps to ensure that the Green Bonds are, immediately after issue,
quoted. 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 Code
PCT040
07
INDICATIVE TERMS SHEET
Selling Restrictions
The Green Bonds may only be offered for sale or sold in conformity with all applicable laws and
regulations in New Zealand and in any other jurisdiction in which the Green Bonds are offered, sold
or delivered.
No action has been or will be taken by Precinct which would permit a public offer of 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).
No person may purchase, offer, sell, distribute or deliver Green Bonds, or have in their possession,
publish, deliver or distribute to any person, any offering material or any documents in connection
with the Green Bonds, in any jurisdiction other than in compliance with all applicable laws and
regulations.
By purchasing the Green Bonds, each Holder agrees to indemnify Precinct, the Arranger, the Green
Bond Co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor in respect of
any loss, cost, damages, liability or expense sustained or incurred by Precinct, the Arranger, the
Green Bond Co-ordinator, the Joint Lead Managers, the Registrar and the Bond Supervisor as a
result of the breach by the Holder of these selling restrictions.
The dates set out in this Terms Sheet are indicative only and are subject to change. Precinct has the right in its absolute discretion and
without notice to close the Offer early, to accept late applications, to extend the Closing Date (subject to the applicable NZX Listing
Rules) or to choose not to proceed with the Offer. If the Closing Date is extended, subsequent dates may be extended accordingly.
Copies of the Trust Documents can be obtained on request to the Registrar or Precinct at the addresses set out below (or such office
as may be notified to Holders).
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.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should consult
your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring compliance with
relevant laws and regulations applicable to them (including any required registrations).
For further information regarding Precinct, visit www.nzx.com/companies/PCT.
08
CONTACT DETAILS
CONTACT DETAILS
NameContact details
IssuerPrecinct Properties New Zealand LimitedLevel 12
188 Quay Street
Auckland 1010
Email: hello@precinct.co.nz
RegistrarComputershare Investor Services LimitedLevel 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Arranger and Green Bond Co-ordinatorANZ Bank New Zealand LimitedLevel 26, ANZ Centre
23-29 Albert Street
Auckland 1010
Joint Lead ManagersANZ Bank New Zealand LimitedLevel 26, ANZ Centre
23-29 Albert Street
Auckland 1010
Craigs Investment Partners LimitedLevel 32, Vero Centre
48 Shortland Street
Auckland 1010
Forsyth Barr LimitedLevel 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Jarden Securities LimitedLevel 32, PwC Tower
15 Customs Street West
Auckland 1010
SupervisorThe New Zealand Guardian Trust Company
Limited
Level 6
191 Queen Street
Auckland 1010
Security TrusteePublic TrustLevel 9
34 Shortland Street
Auckland 1010
Legal advisors to PrecinctChapman TrippLevel 34, PwC Tower
15 Customs Street West
Auckland 1010
2 6 A P R I L 2 0 2 2
F I X E D R A T E S E C U R E D
G R E E N B O N D S
INDICATIVE TERMS SHEET
For an offer of $125,000,000 fixed rate secured green bonds (plus up to $50,000,000 of
oversubscriptions) due 9 May 2028
Arranger, Green Bond
Co-ordinator and Joint
Lead ManagerJoint Lead Managers
---
Fixed rate secured green bonds –April 2022, Slide1
Fixed Rate Secured
Green Bonds Offer
April 2022
JOINT LEAD MANAGERS
ARRANGER, GREEN BOND
CO-ORDINATOR AND JOINT
LEAD MANAGER
Artist Impression of Wynyard Stage 3 currently under development
Fixed rate secured green bonds –April 2022, Slide2
Disclaimer
The information and opinions in this presentation were prepared by Precinct Properties New Zealand Limited (Precinct) in relation to its offer of green bonds described
in this presentation (Green Bonds). The offer of the Green Bonds is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).The Green Bonds will have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Precinct’s bonds
maturing on:
•27 November 2024 which have a fixed interest rate of 4.42% per annum and are currently quoted on the NZX Debt Market under the ticker code PCT020; and
•28 May 2027 which have a fixed interest rate of 2.85% per annum and are currently quoted on the NZX Debt Market under the tickercode PCT030,
(together, the Existing Bonds).Accordingly, the Green Bonds are the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014.
Precinct is subject to a disclosure obligation that requires it to notify certain material information to NZX for the purposeofthat information being made available to
participants in the market and that information can be found by visiting www.nzx.com/companies/PCT.The Existing Bonds are the only debt securities of Precinct that
are currently quoted in the same class as the Green Bonds.Investors should look to the market price of the Existing Bonds to find out how the market assesses the
returns and risk premium for those bonds.
This presentation is provided for information purposes only and is of a general nature. The information contained in this presentation does not constitute financial
product advice, investment advice or any recommendation by Precinct, ANZ Bank New Zealand Limited (the Arranger and Green Bond Co-ordinator), Craigs
Investment Partners Limited, Forsyth Barr Limited and Jarden Securities Limited(together with the Arranger and Green Bond Co-ordinator, the Joint Lead Managers), The
New Zealand Guardian Trust Company Limited (the Supervisor) or any of their respective directors, officers, employees, affiliates, agents or advisers to subscribe for, or
purchase, any of the Green Bonds. Nothing in this presentation constitutes legal, financial, tax or other advice. The information in this presentation does not take into
account the particular investment objectives, financial situation, taxation position or needs of any person. You should make your own assessment of an investment in
Precinct and should not rely on this presentation. In all cases, you should conduct your own research on Precinct and analysis of any offer, the financial condition,
assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of Precinct, and the contents of this presentation.
Opinions including estimates and projections in this presentation constitute the current judgement of Precinct as at the dateofthis presentation and are subject to
change without notice. Such opinions are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors,
many of which are beyond Precinct’s control, and which may cause actual results to differ materially from those expressed in this presentation.
Precinct undertakes no obligation to update any information or opinions whether as a result of new information, future eventsorotherwise.
No contract or other legal obligations shall arise between Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor and any
recipient of this presentation.
None of Precinct, the Arranger and Green Bond Co-ordinator, the Joint Lead Managers or the Supervisor or any of their respectivedirectors, officers, employees and
agents: (a) accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of
Green Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; or (c) make any representation, recommendation or
warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,
statement or opinion contained in this presentation and accept no liability (except to the extent such liability is found by a court to arise under the FMCA or cannot be
disclaimed as a matter of law).
The Green Bonds may only be offered for sale or sold in conformity with all applicable laws and regulations in New Zealand and in any other jurisdiction in which the
Green Bonds are offered, sold or delivered.No action has been or will be taken by Precinct which would permit a public offer of 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).
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 presentation have been duly complied with. However, NZX accepts no responsibility for any statement in this
document. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA.
Fixed rate secured green bonds –April 2022, Slide3
The Offer
An offer of $125m senior secured
Green Bonds (with ability to
accept oversubscriptions of up
to an additional $50m)
6-year term
Maturing on 9 May 2028
Security of $2.8bn of prime
grade assets
$1.7bn
1
of Green Assets. Over
$0.5b World leadership or
Aspirational Performance
Note 1: Assumes establishment of Precinct Pacific Investment Limited
Partnership
Fixed rate secured green bonds –April 2022, Slide4
Precinct Portfolio
98%
Portfolio Occupancy
6.6 years
Weighted average lease term
77%
Investment portfolio weighting to Auckland
$2.7bn
Size of investment portfolio
216,600m
2
Net Lettable Area
Portfolio metrics represent Precinct’s residual portfolio following establishment of the Precinct Pacific Investment Limited Partnership (PPILP) with long term strategic
partner, Singapore sovereign wealth fund GIC. Includes Precinct’s 24.9% minority interest in investment partnership.
Portfolio Metrics are reported as at 31 December 2021
The execution of Precinct’s long-term
strategy has successfully transformed
the quality of our business and portfolio
Artist Impression of 1 Queen Street currently under development
Fixed rate secured green bonds –April 2022, Slide5
Our
strategy
We are focused on the next stage in Precinct’s
strategic evolution which will enable our
business to grow:
oThe internalisation of Precinct’s management last year has provided
the opportunity to establish a third party capital platform with the
announcement of the Precinct Pacific Investment Limited Partnership
(PPILP)
oThe platform provides an alternative capital source with proforma
gearing as at 31 December 2021 falling to 21%.
oBy utilising third party capital, Precinct can further leverage its market
position and capability, driving higher returns from its capital with the
opportunity to extend participation in more market opportunities
Incorporates the following
principles of success:
•Focusing on concentrated
ownership in strategic
locations
•Maintain and grow great
client relationships
•Investing in quality, both in
assets and environments
•Maintaining a long-term
view
Fixed rate secured green bonds –April 2022, Slide6
Market Overview
Auckland city centre
•Sentiment remains positive with occupiers taking a
long term view and securing their future premises
•+11,000m
2
prime grade net absorption in H1FY22
(Jun-21:-4,800m
2
)
•Flight to quality remains a prevailing trend
•Vacancies continue to be unevenly spread
through building grades/location
•CBD waterfront
*
prime vacancy estimated at 3.0%
(Jun-21: 3.8%)
•+1.0% uplift in prime rentals in the half year to Dec-
21 vs. a -2.9% fall in secondary rentals
Wellington city centre
•Continues to outperform, underpinned by
demand/supply imbalances
•Prime vacancy rates continue to be, and forecast
to remain, below long-term average
•Government precinct remains fully occupied with
zero prime vacancy reported for Thorndon
•Upward pressure on rentals expected to continue
•Prime rentals increased 2.1% in the half year to
Dec-21 resulting in a y-o-y increase of 5.1%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
Dec-01Dec-02Dec-03Dec-04Dec-05Dec-06Dec-07Dec-08Dec-09Dec-10Dec-11Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18Dec-19Dec-20Dec-21Dec-22Dec-23Dec-24Dec-25Dec-26
PrimeLT Average
Forecast
Auckland prime vacancy(Source: JLL)
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
Dec-01Dec-02Dec-03Dec-04Dec-05Dec-06Dec-07Dec-08Dec-09Dec-10Dec-11Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18Dec-19Dec-20Dec-21Dec-22Dec-23Dec-24Dec-25Dec-26
PrimeLT Average
Forecast
Wellington prime vacancy(Source; JLL)
*
Estimate based on Commercial Bay and Britomart precinct vacancy data
Fixed rate secured green bonds –April 2022, Slide7
0 m²
20,000 m²
40,000 m²
60,000 m²
80,000 m²
100,000 m²
120,000 m²
20152016*20172018201920202021
Investments (AKL)Developments (AKL)
Investments (WLG)Developments (WLG)
Pre-Covid
average
Post-Covid
average
Occupier trends
Work from office impacted
•Major corporates have directed staff to
work from home during Omicron
•Impacted retail and hospitality activity
during this time due to lack of footfall
•Expectation that premium office
occupation will return strongly
Leasing resilience despite pandemic impacts
•Leasing activity over the past 12 months is
the second highest in Precinct’s history
•Uplift in leasing during 2021 with occupiers
taking a long-term view and securing
future accommodation
•Office demand and growth in economic
rents bodes well for market rental growth
once market normalises
PCT portfolio office leasing (new leases only)
* Wellington Accommodation Project -2Government bulk leasing
Fixed rate secured green bonds –April 2022, Slide8
Portfolio
earnings
certainty
We are focused on the next stage in
Precinct’s strategic evolution which will
enable our business to grow:
•Limited expiry over next 6 years
•24.9% interest in partnership targeting, stable, secure low
risk returns, from Government income
•58% of the portfolio benefits from structured reviews,
providing secure cashflow
Office lease expiry profile
Portfolio metrics represent Precinct’s residual portfolio following establishment of PPILP. Includes
Precinct’s 24.9% minority interest in PPILP.
18%
18%
30%
10%
23%
Office Revenue by Industry
Government (Local and Central)
Legal
Financial Services, Banking, and
Insurance
Information Technology
Other
0%
10%
20%
30%
40%
50%
60%
70%
Vacant2223242526272829>29
% of NLA
Financial Year
AucklandWellington
Fixed rate secured green bonds –April 2022, Slide9
Sustainability at Precinct
Governance:
•Sustainability Committee
•Dedicated Board ESG Committee
Best practice disclosure:
•GRI and TCFD reporting
•GRESB, CDP & MSCI benchmarking
Measurement and targets:
•Greenstar and NABERSNZ ratings
•Measure and verify carbon emissions
•Toitū carbonzerocertification
•Offset unavoidable operational emissions
•Offset embodied emissions from developments
•Adopted measurable targets
Precinct is committed to enabling sustainableand successful business, improving our
operational performance and incorporating sustainable designacross our portfolio of
properties. Our sustainability strategy has been designed in parallel with Precinct's broader
business strategy.
Fixed rate secured green bonds –April 2022, Slide10
Improved our key performance measures,
GRESB, to 82 (Global average: 73)
•GRESB is the most relevant ESG measure for
real estate entities (1,500 entities)
•Improved disclosure score reflecting TCFD
•Measuring embodied carbon from
developments and offsetting as a project
cost
•Intention to lift TCFDtargets in 2022
Last reported20202021TCFD Target
GRESB Score
Global Average
83
70
82
73
-
GRESB Public Disclosure
Global Average
B
C
A
C
-
GRESB Ranking
Top
25%
Top
33%
Top 25%
CDPB-BA
NABERSNZ93%92%100% > 3 star
Green star52%53%50% > 4 star
D
C
B
B
A
C
C
C
C
C
40
60
80
100
20172018201920202021
GRESB Score
PCTGlobal Average
ESG progress
6 Star
Green Star
GRESB Score and Disclosure Rating
Fixed rate secured green bonds –April 2022, Slide11
Green assets
Star RatingNABERSNZGreenstar
Green Asset Value
($m)
6
Aspirational
performance
World Leadership
525
5Market leading
NZ Excellence1,178
4
Excellent
Performance
Best Practice-
3Good PerformanceGood
-
Precinct’s $1.7bn
1
of green assets meet or exceed
excellence levels for Green Star and NABERSNZ
Green office assets
2
as at Dec 2021
Note 1: Green assets defined as per sustainable debt framework (minimum 5 star
Greenstar or 4 star NABERSNZ)
Note 2: Excludes assets held for sale to Precinct Pacific Investment Limited
Partnership
-20000
-10000
0
10000
20000
RetrofitNew BuildCarbon Saving
t
-
CO2
-
eq
FaçadeStructure
One Queen Street -
Embodied Carbon for Retrofit and New-Build
Options
Green Portfolio Initiatives
•PV Solar Panels at 10 Madden
Street
•Removing gas at Bowen House,
Targeting 5 Star NABERSNZ
•Undertaking energy audits and
reviewing HFC use
•Flowers building our first cross
laminated timber(CLT) building
Green Development AssetsGreen AssetsNon-Green
Fixed rate secured green bonds –April 2022, Slide12
Transaction benefits
•Increases tenor and enhances
debt maturity profile
•Offer proceeds used to repay the
July 2022 bank debt facility
•PPILP proceeds will further reduce bank
debt
•Increases non-banksecured
funding diversity from 31% to 39%
Debt facility expiry profile(post issue)
Secured borrowings funding diversity(post issue)
4.3 years
Weighted average term to
expiry post issue
39%
Non-bank secured funding
post issue
$100 m
$200 m
$300 m
$400 m
$500 m
Debt Facility Expiry Profile
Year ending
BankBond - ConvertibleUSPPBondBank Undrawn
Bank Debt
61%
NZ Listed
bonds
23%
USPP
16%
Bank DebtNZ Listed bondsUSPP
Fixed rate secured green bonds –April 2022, Slide13
Security and covenants
•The Green Bonds are secured by mortgages granted by Precinct and
the Guarantors over the Mortgaged Properties
•Value of the Mortgaged Properties as at 26 April 2022 totalled $3.4bn
1
•The Bond Trustee can give enforcement directions for Major Bond
Default Events
•Non-payment of principal at maturity (for 10 business days) or interest for a period of
3 business days
•Default by Precinct or a Guarantor for borrowed money in excess of $15m
•A breach of the Loan To Value Ratio which must not exceed 50%, subject to the
breach not being remedied within a specified time period
•As at 31 December 2021 this Loan to Value Ratio was 32%
1
•Breach of Loan to Value Ratio is an Event of Review
•Precinct will have up to 13 months to remedy the breach before it will be an Event of
Default
•If bonds cease to be labelled or trade as Green Bonds no Event of
Default will occur
•No dividends paid if an Event of Default is occurring
Note 1 –Values based on 30 June 2021 Valuations. Following settlement of the Precinct Pacific Investment Limited Partnership the
mortgage property pool will reduce to $2.8bn. Proforma gearing as at 31 December 21 of 21%.
Fixed rate secured green bonds –April 2022, Slide14
Key terms of the offer
IssuerPrecinct Properties New Zealand Limited
InstrumentFixed rate secured green bonds (Green Bonds)
GuarantorsPrecinct Properties Holdings Limited and Precinct Properties Wynyard Limited
Rankingand Security
The Green Bonds benefit (on an equal ranking basis with other secured creditors, including Precinct’s lenders
under the Bank Facility Agreement, holders of the Existing Bonds, holders of USPP notes issued by Precinct in the
United States and any future secured creditors) from mortgages over real property (“Mortgages”) granted from
time to time by Precinct and the Guarantors (each, a “Security Provider”).
In an insolvency of any of those Security Providers, the claims of the senior secured creditors will (by virtue of
that security) rank ahead of all other creditors of that Security Provider other than certain statutorily preferred
creditors.
Issue AmountUp to $125 million (with ability to accept oversubscriptions of up to an additional $50 million)
Tenor and Maturity Date6 years maturing 9May 2028
InterestRate
To be determined by Precinct in conjunction with the Joint Lead Managers following a bookbuild process.
The Interest Rate will be the sum of the Issue Margin and the Base Rate, but in any case will not be less than the
minimum Interest Rate of 5.00% per annum.
IndicativeIssue Margin1.30% –1.40% per annum
Brokerage0.50% plus 0.25% on firm allocations paid by Precinct
Interest Payments
Semi-annually in arrear in equal payments on 9 May and 9 November of each year up to and including the
Maturity Date.
Minimum ApplicationThe minimum application is$5,000, with multiples of $1,000 thereafter
ListingIt is expected the GreenBonds will be quoted under the ticker code PCT040 on the NZX Debt Market
Credit Rating Precinctand the Green Bonds are not rated
Fixed rate secured green bonds –April 2022, Slide15
Date
Offer opensTuesday, 26 April 2022
Offer closes12.00pm, Friday, 29 April 2022
Rate Set DateFriday, 29 April 2022
Issue DateMonday, 9 May 2022
Expected date of quotation on the NZX Debt MarketTuesday, 10 May 2022
Interest payments
9 May and 9 November of each year up to and
including the Maturity Date
Maturity DateTuesday, 9 May 2028
KEY DATES
Appendix
Fixed rate secured green bonds –April 2022, Slide17
10 Year historical performance
Key financial covenants
WALT and Occupancy
Value of Green Investment AssetsTotal Leasing Transactions
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
Loan to Value
Interest coverage ratio
Loan to ValueInterest Coverage Ratio
50%
60%
70%
80%
90%
100%
0.00
2.00
4.00
6.00
8.00
10.00
06070809101112131415161718192021
Occupancy
WALT
Financial Year End
OccupancyWALT
20,000 m²
40,000 m²
60,000 m²
80,000 m²
100,000 m²
120,000 m²
1112131415161718192021
Total Leasing Transactions
Financial Year End
$200 m
$400 m
$600 m
$800 m
$1,000 m
$1,200 m
$1,400 m
$1,600 m
FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21
Value
Financial Year
Bond LTV Covenant
Fixed rate secured green bonds –April 2022, Slide18
Green bond framework
Use of
proceeds
An amount equivalent to the net proceeds from the
issuance of Green Bonds will be used wholly or in part to
finance or refinance existing and/or planned Eligible
assets
Eligible assets
Eligible assets are defined as meeting the following
criteria:
1.Certified as obtaining, or targeting, a minimum 5-Star
NZGBC Green Star Built rating; or
2.Certified as obtaining, or targeting, a minimum 4-Star
NABERSNZ Energy Base Building Rating or Energy
Whole Building Rating
Process for
Project
Evaluation and
Selection
Precinct has processes that are in place to ensure that
Eligible assets are identified and evaluated appropriately
to ensure compliance with this Framework
Management
of Proceeds
Precinct commits to tracking the receipt and allocation
of net proceeds via internal reporting systems
Precinct will maintain a register of Eligible assets,
including the notional allocation of net proceeds against
each Eligible asset. Precinct intends to fully allocate net
proceeds immediately following issuance of any Green
Bonds
Reporting and
Assurance
Annual Use of Proceeds reporting
In accordance with the applicable market standards,
Precinct will seek assurance from an approved verifier on
an annual basis, and as deemed necessary by Precinct
On our website you
can find a copy of
Precinct’s
sustainable debt
framework here
Star
Rating
NABERSNZGreenstar
6
Aspirational
performance
World
Leadership
5
Market
leading
NZ Excellence
4
Excellent
Performance
Best Practice
3
Good
Performance
Good
Rating definitions
Fixed rate secured green bonds –April 2022, Slide19
Green assets
AddressCityBuilding NameUse
Last
Assurance
NABERSNZ RatingGreen Star Rating
Asset Value
1
(NZSm)
Existing Green Assets
21 Queen StreetAucklandJarden HouseOffice22 July 20214 Star Base Build Rating5 Star Office Built (v1) Rating (+d)$140.0
139 Pakenham StreetAucklandMason BrothersOffice22 July 20215.5 Star Base Build Rating6 Star custom built rating$56.4
15 Customs StreetAucklandPwC TowerOffice22 July 2021Targeting 4 Star5 Star Office Design (2009) Rating$665.0
30 Waring Taylor StreetWellington30 Waring TaylorOffice22 July 2021Targeting 5 StarTarget 5 Star$22.0
Total existing green assets$883.4
AddressCityBuilding NameUseCurrent NABERSNZ RatingGreen Star Rating
Total project
cost (NZ$m)
Committed Green Development Assets
40 & 44 Bowen StreetWellington40 & 44 Bowen StreetOffice22 July 2021Targeting 4 StarTarget 5 Star (design and as built)
$196.0
1 Queen StreetAuckland1 Queen StreetOffice22 July 2021Targeting 4 StarTarget 6 Star (design & as built)
$312.0
Wynyard Stage 3AucklandHalsey & FlowersOffice22 July 2021Targeting 5 StarTarget 6 Star (design & as built)
$157.0
1 Bowen StreetWellingtonBowen HouseOffice22 July 2021Targeting 5 StarTarget 5 Star (as built)
$155.0
Total committed green development assets
$820.0 M
Total value of eligible assets
2
$1,703.4
Eligible assets must have a minimum (or target) 5-star NZGBC Green Star Built rating or a minimum 4-Star NABERSNZ Energy Base Building Rating
1. Fair value as at 30 June 2021
2. As at 31 December 2021, Total value of eligible assets equals $2,280.6 m. $577.2 m has been excluded from the above table dueto the assets being held for sale to
Precinct Pacific Investment Limited Partnership.
Click hereto view Precinct Green Bond Assurance Statement
Fixed rate secured green bonds –April 2022, Slide20
Committed Green Development Assets
Deloitte Centre -1 Queen StreetHalsey and Flowers40 and 44 Bowen Street
DevelopmentTPCNLA% LetWALT (Let)Jun-22Dec-22Jun-23Dec-23Jun-24Dec-24
40 Bowen$90 m9,800 m² 91%10 years
44 Bowen$106 m11,500 m² 100%13 years
Bowen House$155 m14,300 m² 100%15 years
Deloitte Centre$312 m
14,200 m²
(plus hotel)
91%19 years*
Halsey and
Flowers
$157 m11,400 m² --
Total$820 m61,200 m² 79%16 years*
Fixed rate secured green bonds –April 2022, Slide21
Security
•The Green Bonds are secured by Mortgages granted by Precinct and the
Guarantors over the Mortgaged Properties in favour of the Security Trustee
(Public Trust), for and on behalf of the secured creditors
•Total assets as at 31 December 2021 were $3.66bn and of that the value of
the Mortgaged Properties was $3.4bn
1
. Total liabilities were $1.24bn and of
that committed senior secured obligations comprised $1.06bn
•The Majority Beneficiaries can instruct the Security Trustee to give certain
waivers and to amend certain provisions of the Security Trust Deed and also
give instructions in relation to enforcement
•The Bond Trustee can give enforcement directions for Major Bond
Default Events. Bank Facility Agent, USPP Noteholders and other
Beneficiaries may also be entitled to give directions
•To the extent that the Bond Trustee is entitled to give instructions to the
Security Trustee, given the limited time periods to provide instructions,
the Bond Trustee is unlikely to have time to obtain instructions from the
Bondholders in most instances
Note 1 –Values based on 30 June 2021 valuations. Following settlement of the PPILP the mortgage property pool will reduce to $2.8bn.
Proforma gearing as at 31 December 21 of21%
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- GNZ — Goodman NZ: GMT Bond Issuer Lodges PDS for Green Bond Offer2022-03-24
“Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142 Tel +64 9 375 6060 | www.goodman.com/nz NZX release+ GMT Bond Issuer Lodges PDS for Green Bond Offer Date 24 March 2022 Release Immediate GMT Bond Issuer Li…”
- GNZ — Goodman NZ: Indicative Margin & Minimum Interest Rate for Green Bonds2022-04-04
“Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142 Tel +64 9 375 6060 | www.goodman.com/nz NZX release+ Indicative Margin & Minimum Interest Rate for Green Bonds Date 4 April 2022 Release Immediate Further to t…”
- GNZ — Goodman NZ: GMT Bond Issuer Green Bond Offer – Final Terms Sheet2022-04-07
“1 Final Terms Sheet dated 7 April 2022 This final terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by GMT Bond Issuer Limited (Issuer) of NZ$150 million of 5 year (maturing on 14 April 2027) fixed rate, senior secured green bonds (Green Bonds). The prod…”