Channel Infrastructure announces Bond Offer

Product
Disclosure
Statement
Offer of unsecured,
unsubordinated, fixed
rate bonds by Channel
Infrastructure NZ Limited
This document gives you important
information about this investment to
help you decide whether you want to
invest. There is other useful information
about this offer on www.disclose-
register.companiesoffice.govt.nz.
Channel Infrastructure NZ Limited has
prepared this document in accordance
with the Financial Markets Conduct Act
2013. You can also seek advice from a
financial advice provider to help you to
make an investment decision.
Issued by
Channel Infrastructure NZ Limited
28 April 2022
Joint Arrangers:
Joint Lead Managers:

1.
—
Key information
summary
1.1 What is this?
This is an offer (Offer) of unsecured,
unsubordinated, fixed rate bonds (Bonds).
The Bonds are debt securities issued by
Channel Infrastructure NZ Limited (Channel
Infrastructure). You give Channel Infrastructure
money, and in return Channel Infrastructure
promises to pay you interest and repay the
money at the end of the term. If Channel
Infrastructure runs into financial trouble, you
might lose some or all of the money you invested.
1.2 About the Channel
Infrastructure Group
Channel Infrastructure is New Zealand’s leading
fuel infrastructure company.
The Channel Infrastructure Group primarily owns
critical infrastructure, supplying the Northland
and Auckland fuel markets and all jet fuel to
Auckland International Airport. Utilising the
deep-water harbour and jetty infrastructure at
Marsden Point, 280 million litres of storage tanks,
and the 170-kilometre pipeline from Marsden
Point to Auckland, Channel Infrastructure
receives, stores, tests and distributes fuel
imported and owned by its customers.
Independent Petroleum Laboratory Limited
provides fuel quality testing services.
Channel Infrastructure plans to transfer some
or all of its import terminal assets to Channel
Terminal Services Limited (Channel Terminal
Services) during 2022, with the remaining
assets including its refining assets and liabilities
remaining with Channel Infrastructure.
Channel Infrastructure is listed on the NZX Main
Board and has Subordinated Notes quoted
on the NZX Debt Market. As at 27 April 2022,
its market capitalisation is approximately
$399 million.
1.3 Purpose of this Offer
The net proceeds of this Offer are to be
applied towards repaying a portion of Channel
Infrastructure’s existing bank debt and will also
provide diversification of funding that aligns with
an infrastructure business. See section 4 of this
product disclosure statement (PDS) (Purpose of
the Offer) for further detail.
2Channel Infrastructure | Product Disclosure Statement

1.4 Key terms of the Offer

IssuerChannel Infrastructure NZ Limited
Description of the BondsUnsecured, unsubordinated, fixed rate bonds.
See section 5 of this PDS (Key features of the Bonds) for more information.
Offer amountUp to $100 million (with the ability to accept oversubscriptions of up to an
additional $25 million at Channel Infrastructure’s discretion). The Offer is not
underwritten.
Term5 years, maturing on 20 May 2027.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Channel Infrastructure in conjunction with
the Joint Lead Managers following the bookbuild and set at the sum of the Swap
Rate and the Issue Margin or, if greater, any applicable minimum Interest Rate
announced via NZX.
Any such minimum Interest Rate and the indicative Issue Margin will be determined
by Channel Infrastructure in conjunction with the Joint Lead Managers and (as
applicable) announced via NZX on or about the Opening Date.
The Interest Rate will be announced by Channel Infrastructure via NZX on or about
the Rate Set Date.
See section 5 of this PDS (Key features of the Bonds) for more information.
Interest Payment DatesInterest will be paid quarterly in arrear in equal amounts on 20 February, 20 May,
20 August and 20 November in each year (or if that day is not a Business Day,
the next Business Day) until and including the Maturity Date, with the First Interest
Payment Date being 20 August 2022 (with payment on 22 August 2022, being the
first Business Day following the First Interest Payment Date).
Further payments, fees or
charges
Channel Infrastructure will pay brokerage to market participants in respect of the
Offer.
You are not required to pay any additional brokerage or any other fee or charges
to Channel Infrastructure to purchase the Bonds. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Bonds or for the
transfer of Bonds.
Additionally, taxes may be deducted from interest payments on the Bonds.
See section 7 of this PDS (Ta x) for further details.
Opening DateFriday, 6 May 2022.
Closing DateFriday, 13 May 2022 at 11.00am.
Minimum application amount$5,000 and multiples of $1,000 thereafter.
Channel Infrastructure | Product Disclosure Statement3

1.5 Who is responsible for
repaying you?
Channel Infrastructure is responsible for paying
interest on, and repayment of, the Bonds.
The obligations of Channel Infrastructure to
make payments with respect to the Bonds
are guaranteed by the Guarantors under the
Guarantee. As at the date of this PDS, Channel
Terminal Services is the only Guarantor. See
section 5 of this PDS (Key features of the Bonds)
for more information.
1.6 How you can get your
money out early
Neither you nor Channel Infrastructure can
redeem the Bonds prior to the Maturity Date.
However, Channel Infrastructure may be required
to repay the Bonds early if there is an Event of
Default (see section 5 of this PDS (Key features of
the Bonds)).
Channel Infrastructure intends to quote these
Bonds on the NZX Debt Market. This means
you may be able to sell them on the NZX Debt
Market before the end of their term if there are
interested buyers. If you sell your Bonds, the
price you get will vary depending on factors
such as the financial condition of the Channel
Infrastructure Group and movements in market
interest rates. You may receive less than the full
amount that you paid for them.
1.7 How the Bonds rank
for repayment
On a liquidation of Channel Infrastructure, each
Bond will rank as an unsecured, unsubordinated
obligation of Channel Infrastructure:
• behind any secured liabilities and liabilities
preferred by law;
• equally with other Bonds and equally among
the rights and claims of equal ranking
obligations including lenders of Channel
Infrastructure’s bank debt and all other
unsecured, unsubordinated obligations,
including trade creditors; and
• ahead of subordinated debt holders (including
the Subordinated Notes) and ahead of
Shareholders.
Section 5.1 of this PDS (Ranking) contains more
information about the ranking of the Bonds.
1.8 No security
The Bonds are not secured against any asset of
the Channel Infrastructure Group.
Channel Infrastructure | Product Disclosure Statement4

1.9 Key risks affecting this
investment
Investments in debt securities have risks. A key
risk is that Channel Infrastructure does not
meet its commitments to repay you or pay you
interest (credit risk). Section 6 of this PDS (Risks
of investing) discusses the main factors that give
rise to the risk. You should consider if the credit
risk of these debt securities is suitable for you.
The interest rate for these Bonds should also
reflect the degree of credit risk. In general,
higher returns are demanded by investors from
businesses with higher risk of defaulting on their
commitments. You need to decide whether the
Offer is fair.
Channel Infrastructure considers that the most
significant risk factors are:
Terminal Services Agreements and
Customer Concentration Risk
A large proportion of revenue the Channel
Infrastructure Group receives is from its three
Customers under the TSAs. If a Customer fails to
perform its obligations under the TSAs (including
to pay fees) or if a TSA is terminated and no new
customers are found, it could have a material
adverse effect on its operations and financial
performance including its creditworthiness.
Single Site / Concentration of
Operations
The Channel Infrastructure Group operates
substantially from a single site at Marsden Point,
near the entrance to the Whangarei Harbour.
Having substantial operations on a single site
means that the Channel Infrastructure Group
may not be able to redirect operations to
another location if operations were disrupted at
the site (including the jetty). This could result in
a significant impact on Channel Infrastructure’s
financial position and creditworthiness. Events
that could cause a disruption to operations
include asset damage and business interruptions
resulting from natural disasters or failures of
assets and other hazards (including leaks
and ruptures, tanker oil spills, explosions, fires,
mechanical failures, catastrophic events, and
marine transportation incidents).
This summary does not cover all of the risks of
investing in the Bonds. You should also read
section 6 (Risks of investing) and section 5 of this
PDS (Key features of the Bonds).
1.10 No credit rating
Channel Infrastructure’s creditworthiness has
not been assessed by an approved rating
agency. This means that Channel Infrastructure
has not received an independent opinion of its
capability and willingness to repay its debts from
an approved source.
1.11 Where you can
find other market
information about
Channel Infrastructure
This is a short-form offer document that Channel
Infrastructure is permitted to make because
these Bonds rank in priority to existing quoted
financial products of Channel Infrastructure. The
existing quoted financial products are ordinary
shares in Channel Infrastructure which are traded
on the NZX Main Board and the Subordinated
Notes which are traded on the NZX Debt Market.
Investors should look at the market price of the
Subordinated Notes in order to find out how the
market assesses the returns and risk premium for
those debt securities. Channel Infrastructure is
subject to a disclosure obligation that requires it
to notify certain material information to the NZX
for the purpose of that information being made
available to participants in the market. Channel
Infrastructure’s page on the NZX website, which
includes information made available under the
disclosure obligation referred to above can be
found at www.nzx.com/companies/CHI.
Channel Infrastructure | Product Disclosure Statement5

Contents
1. Key information summary 3
Letter from the Chairman 7
2. Key dates and Offer process 8
3. Terms of the Offer 9
4. Purpose of the Offer 12
5. Key features of the Bonds 12
6. Risks of investing 17
7. Tax 23
8. Selling restrictions 24
9. Who is involved? 25
10. How to complain 26
11. Where you can find more information 26
12. How to apply 27
13. Contact information 27
Glossary 28
6Channel Infrastructure | Product Disclosure Statement

Dear Investor,
On behalf of the Board,
I am pleased to offer you an
opportunity to invest in the
unsecured, unsubordinated, fixed
rate Bonds which will be issued
by Channel Infrastructure NZ
Limited (the Offer). The purpose
of the Offer is to provide Channel
Infrastructure with diversification of funding that aligns
with an infrastructure business with stable earnings and
cash flows.
The Channel Infrastructure Group is the owner and
operator of nationally strategic infrastructure, including
the Marsden Point to Auckland pipeline; receiving,
storing, testing and distributing transport fuels imported
by its customers, safely, reliably and efficiently primarily
to the Northland and Auckland markets which make up
around 40% of New Zealand’s fuel demand.
The import terminal system (ITS) based at Marsden Point,
is expected to handle between 3 and 3.5 billion litres of
transport fuels annually:
• Supplying all of the jet fuel distributed to Auckland
International Airport (AIA)
In a “normal” (pre-COVID-19) year, around 75% of all
international airline seat capacity to and from New
Zealand is via AIA which means that the Channel
Infrastructure Group is critically linked to New
Zealand’s largest expected export earner – tourism –
underpinning long-term asset utilisation; and
• Providing New Zealand’s largest transport fuels
storage capacity
The shared terminal storage capacity of 180 million
litres, combined with an additional 100 million litres
of private storage capacity, makes Marsden Point
by far the largest import terminal in New Zealand,
with capacity to provide additional strategic fuel
stockholdings for the country.
Channel Infrastructure has long-term contracts in
place with bp, Mobil and Z Energy which incentivise the
utilisation of the infrastructure through a combination of
fixed and variable fees; higher take or pay commitments
over the first six years supporting the funding of terminal
conversion costs and allowing time for a recovery in jet
fuel demand from COVID-19 impacts to occur.
These contracts, together with the significant tax losses
available to Channel Infrastructure, are expected to
deliver stable earnings and cash flow, with all fees
subject to PPI-based indexation, which provides strong
protection for our earnings in an inflationary environment.
Channel Infrastructure’s vision is to be New Zealand’s
leading independent fuel infrastructure company, and
we have strong aspirations for growth.
We are passionate about playing our part to keep
Aotearoa moving today and our infrastructure is
expected to remain relevant as New Zealand’s fuel
requirements shift to lower-carbon fuels in the future,
with jet fuel (or a liquid alternative) demand underpinning
long-term asset utilisation and our pipeline delivering
fuel to Auckland at one tenth of the emissions compared
to transport by road.
Channel Infrastructure recently issued its first
Sustainability Report which sets out how our business
will continue to contribute to the Northland community
and New Zealand’s energy transition in the years ahead,
and how our business plans to make the most of the
opportunities before us.
Channel Infrastructure is seeking to raise up to $100
million from the Offer and may accept oversubscriptions
for up to an additional $25 million. The net proceeds of
the Offer will be used to repay a portion of existing bank
debt and to provide Channel Infrastructure with further
diversification of funding sources.
There are risks associated with this Offer that may affect
your returns and repayment of your investment in the
Bonds. An overview of these risks is set out in this PDS.
You should read this before deciding whether to invest in
the Bonds.
I encourage you to seek financial, investment or other
advice from a qualified professional adviser as you take
time to consider this Offer.
On behalf of Channel Infrastructure’s Directors, I welcome
your participation in this Offer and your support of
Channel Infrastructure’s nationally strategic infrastructure
business.
Yours sincerely
Simon Allen
Chairman
Letter from the Chairman
Channel Infrastructure | Product Disclosure Statement7

2.
—
Key dates and
Offer process
The intended key dates of the Offer are as follows:
Minimum Interest Rate and indicative Issue Margin
announced
On or about Friday, 6 May 2022.
Opening DateFriday, 6 May 2022.
Closing DateFriday, 13 May 2022 at 11.00am.
Rate Set DateFriday, 13 May 2022.
Issue Date and allotment dateFriday, 20 May 2022.
Expected date of initial quotation and trading of the
Bonds on the NZX Debt Market
Monday, 23 May 2022.
Interest Payment Dates20 February, 20 May, 20 August and
20 November in each year.
1
First Interest Payment Date20 August 2022 (with payment on 22 August 2022,
being the first Business Day following the First Interest
Payment Date).
Maturity DateThursday, 20 May 2027.

The timetable is indicative only and subject to change.
Channel Infrastructure may, in its absolute discretion and
without notice, vary the timetable (including by opening
or closing the Offer early, accepting late applications
and extending the Closing Date).
If the Closing Date is extended, the Rate Set Date, the
Issue Date, the expected date of initial quotation and
trading of the Bonds on the NZX Debt Market, the Interest
Payment Dates and the Maturity Date may also be
extended. Any such changes will not affect the validity of
any applications received.
Channel Infrastructure reserves the right to cancel
the Offer and the issue of the Bonds, in which case all
application monies received will be refunded (without
interest) as soon as practicable.
1
If any date on which an interest payment is due to be made is not a Business Day, payment shall instead be made on the next Business Day.
8Channel Infrastructure | Product Disclosure Statement

3.
—
Terms of
the Offer
IssuerChannel Infrastructure NZ Limited
Description of the
Bonds
Unsecured, unsubordinated, fixed rate bonds.
See section 5 of this PDS (Key features of the Bonds) for more information.
Offer amountUp to $100 million (with the ability to accept oversubscriptions of up to an additional
$25 million at Channel Infrastructure’s discretion).
Issue price$1.00 per Bond, being the Principal Amount of each Bond.
Term5 years, maturing on the Maturity Date (20 May 2027).
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Channel Infrastructure in conjunction with the
Joint Lead Managers following the bookbuild and set at the sum of the Swap Rate and
the Issue Margin or, if greater, any applicable minimum Interest Rate announced via NZX.
A bookbuild is a process whereby a margin is determined by reference to bids from
market participants for an allocation of Bonds at different margins.
Any such minimum Interest Rate and the indicative Issue Margin will be determined by
Channel Infrastructure in conjunction with the Joint Lead Managers and (as applicable)
announced via NZX on or about 6 May 2022.
The Interest Rate will be announced by Channel Infrastructure via NZX on or about the
Rate Set Date.
See section 5 of this PDS (Key features of the Bonds) for more information.
Interest Payment DatesSubject to the below, quarterly in arrear on 20 February, 20 May, 20 August and 20
November in each year (or if that day is not a Business Day, the next Business Day) until
and including the Maturity Date, with the First Interest Payment Date being 20 August
2022 (with payment on 22 August 2022, being the first Business Day following the First
Interest Payment Date).
Interest payments
and entitlement
Regular payments of interest on Interest Payment Dates will be of equal quarterly
amounts. Any other payment of interest on the Bonds will be based on the number of
days in the relevant period and a 365-day year.
On each Interest Payment Date, interest will be paid to the person registered as the
Bondholder as at the record date immediately preceding that Interest Payment Date.
The record date for each Interest Payment Date is 5.00pm on the date that is 10 Business
Days before the relevant Interest Payment Date. If the record date falls on a day which is
not a Business Day, the record date will be the immediately preceding Business Day.
9Channel Infrastructure | Product Disclosure Statement

RankingOn a liquidation of Channel Infrastructure, each Bond, together with any unpaid interest,
will rank:
• behind any secured liabilities and liabilities which are preferred by law;
• equally with other Bonds and equally among the rights and claims of equal ranking
obligations including the lenders of Channel Infrastructure’s bank debt and all other
unsecured, unsubordinated obligations, including trade creditors; and
• ahead of holders of subordinated debt (including the Subordinated Notes) and ahead
of Shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Guarantee
will rank as unsecured and unsubordinated obligations of the Guarantor.
More information on how the Bonds rank is in section 5 of this PDS (Key features of the
Bonds).
Early redemptionBondholders will have no right to require Channel Infrastructure to redeem their Bonds
prior to the Maturity Date. However, Channel Infrastructure may be required to repay the
Bonds early if there is an Event of Default (as described below).
See section 5 of this PDS (Key features of the Bonds) for more information.
Events of DefaultIf an Event of Default occurs and is continuing, the Supervisor may in its discretion,
and must upon being directed to do so by an Extraordinary Resolution of Bondholders,
declare the Bonds together with accrued interest to be due and payable.
The Events of Default are set out in in clause 8 of the Supplemental Trust Deed and are
summarised in section 5 of this PDS (Key features of the Bonds).
Financial covenantsThe Supplemental Trust Deed contains the following financial covenants:
(a) the ratio of EBITDA of the consolidated Channel Infrastructure Group to Net Interest
Expense of the consolidated Channel Infrastructure Group (calculated for the
12- month period ending on each relevant test date) will not be less than 2.5:1 on
two successive semi-annual test dates; and
(b) Net Debt of the consolidated Channel Infrastructure Group to Net Debt plus Equity
does not at any time exceed 60%.
The first test date for the financial covenants is 31 December 2022.
Opening DateFriday, 6 May 2022.
Closing DateFriday, 13 May 2022 at 11.00am.
Minimum application
amount
$5,000 and multiples of $1,000 thereafter.
Who may applyThe Offer will be open to institutional investors and members of the public who are
resident in New Zealand. More information about the restrictions can be found in section
8 of this PDS (Selling restrictions).
All of the Bonds offered under the Offer have been reserved for subscription by clients
of the Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries invited to participate in the bookbuild.
There will be no public pool for the Bonds.
Channel Infrastructure | Product Disclosure Statement10

How to applyApplication instructions are set out in section 12 of this PDS (How to apply).
Channel Infrastructure reserves the right to refuse all or any part of any application for
Bonds under the Offer without giving a reason.
No underwritingThe Offer is not underwritten.
BrokerageChannel Infrastructure will pay brokerage to market participants in respect of the Offer.
You are not required to pay any additional brokerage or any other fee or charges to
Channel Infrastructure to purchase the Bonds. However, you may have to pay brokerage
to the firm from whom you receive an allocation of Bonds, or for the transfer of Bonds.
Further payments, fees
or charges
Taxes or approved issuer levy may be deducted from interest payments on the Bonds.
You will also be required to indemnify Channel Infrastructure if it becomes liable to make
any payment of, or on account of, tax payable by you.
See section 7 of this PDS (Ta x) for more information.
QuotationApplication 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 date of distribution of this PDS have been duly complied with.
However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this PDS. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code CHI020 has been reserved for the Bonds.
Transfer restrictions Channel Infrastructure may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not in
multiples of $1,000.
Selling restrictionsThe Offer is subject to certain selling restrictions, and you will be required to indemnify
certain people if you breach these. More information on this can be found in section 8 of
this PDS (Selling restrictions).
Governing lawNew Zealand.
Other DocumentsThe terms of the Bonds and other key terms of the Offer are set out in the Master Trust
Deed, as supplemented by the Supplemental Trust Deed.
The Supervisor will also have the benefit of the Guarantee under the Negative Pledge
Deed.
You should read these documents. Copies may be obtained from the Disclose Register at
www.disclose-register.companiesoffice.govt.nz.
SupervisorThe New Zealand Guardian Trust Company Limited.
Securities RegistrarComputershare Investor Services Limited.
Channel Infrastructure | Product Disclosure Statement11

4.
—
The net proceeds of this Offer are to be applied towards
repaying a portion of Channel Infrastructure’s existing
bank debt and will also provide Channel Infrastructure
with diversification of funding that aligns with an
infrastructure business. This will not change, irrespective
of the total amount that is raised.
The Offer is not underwritten and is not conditional on
raising a minimum amount.
Purpose of
the Offer
5.
—
4.
—
Key features
of the Bonds
A number of the key features of the Bonds are described
in section 3 of this PDS (Terms of the Offer). The other key
features of the Bonds are described below.
The information in this section is a summary of certain
terms of the Supplemental Trust Deed and the Negative
Pledge Deed. Copies of the Supplemental Trust Deed
and the Negative Pledge Deed are included on the
Disclose Register at
www.disclose-register.companiesoffice.govt.nz.
12Channel Infrastructure | Product Disclosure Statement

5.1 Ranking
Ranking on a liquidation
The Bonds constitute unsecured, unsubordinated
debt obligations of Channel Infrastructure. On
a liquidation of Channel Infrastructure amounts
owing to Bondholders rank equally with all other
unsecured and unsubordinated obligations of
Channel Infrastructure.
Amounts owing under the Guarantee constitute
unsecured, unsubordinated debt obligations
of each Guarantor and on a liquidation of a
Guarantor, amounts owing to Bondholders
under the Guarantee rank equally with all other
unsecured unsubordinated obligations of
that Guarantor.
The below diagram summarises the ranking
of the Bonds on a liquidation of Channel
Infrastructure (formerly The New Zealand
Refining Company Limited), based on the
financial position of Channel Infrastructure as
at 31 December 2021 which was reflective of
the refining business rather than the import
terminal business. Therefore, the table includes
amounts which relate to excise duty previously
payable by Channel Infrastructure on behalf
of its customers, provisions for import terminal
conversion costs expected to be incurred, and
carbon units to be surrendered in relation to
refinery operations. In the event of a liquidation
of Channel Infrastructure, the actual priority
amounts may differ.
Diagram showing ranking of the Bonds
1
RANKINGRANKING ON LIQUIDATIONTYPE OF LIABILITY/EQUITYAMOUNT
HigherLiabilities that rank
ahead of the Bonds
Secured liabilities and liabilities preferred by law
2
(for
example, Inland Revenue and employee entitlements)
$121 million
3
Liabilities that rank
equally with the Bonds
These liabilities comprise:
• Bonds
• Bank borrowings
• Other unsubordinated and unsecured liabilities not
referred to above (including trade creditors and other
unsubordinated debt)
Total liabilities that rank equally with the Bonds:
$100 million
4
$25 million
$242 million
5

$367 million
Liabilities that rank
below the Bonds
The Subordinated Notes quoted on the NZX Debt Market$75 million
LowerEquity
6
Shares, reserves and retained earnings$492 million
1
Amounts shown are indicative. They are based on the financial position of Channel Infrastructure as at 31 December 2021, and are adjusted to reflect
the changes in the value of assets and liabilities that Channel Infrastructure reasonably expects to result from the issue of the Bonds. Amounts are
subject to rounding adjustments.
2
There are typically other preferred or secured claims which arise when a company is liquidated which are not possible to foresee and cannot therefore
be quantified.
3
This value includes approximately $114 million of excise duty that Channel Infrastructure paid on behalf of its customers while it was operating as a refinery.
An equivalent amount is included on Channel Infrastructure’s balance sheet as a receivable. As an import terminal operation, Channel Infrastructure no
longer pays excise duty on behalf of its customers and therefore this amount is expected to reduce to zero within a few months after the date on which
Channel Infrastructure commenced ITS services (and the equivalent receivable on its balance sheet will also reduce to zero), being 1 April 2022.
4
For the purposes of these calculations an issue size of $100 million of Bonds has been assumed. If the issue size is more or less than $100 million, bank
borrowings would reduce or increase accordingly. This would not impact the overall liabilities that rank equally with the Bonds as the proceeds of the
Bonds are to be applied towards repaying existing bank borrowings, which rank equally with the Bonds. It is noted that bank borrowings are expected to
increase in 2022 due to the conversion from a refinery to an import terminal.
5
This value includes approximately $166 million of provisions relating to the conversion from a refinery to an import terminal (which are disclosed in Note
15 of the financial statements for the year ended 31 December 2021, and which may or may not be payable on a liquidation), approximately $25 million of
trade creditors, approximately $18 million of liabilities associated with carbon units to be surrendered in relation to the refinery operations, approximately
$8 million of liabilities in respect of the defined benefit pension and medical plans. This excludes deferred tax liability of $101 million which is not expected
to be payable on a liquidation.
6
The amount of equity stated above includes Channel Infrastructure’s Shares.
Channel Infrastructure | Product Disclosure Statement13

5.2 Restrictions on creating
further liabilities
The Channel Infrastructure Group may, at
any time after the issue of the Bonds (without
requiring the consent of Bondholders), borrow
money or otherwise create further liabilities
from time to time that rank equally with or in
priority to the Bonds, provided it complies with
the restrictions below. These further liabilities
may include, for example, further bonds or new
borrowing facilities with banks.
Financial covenants
Under the Supplemental Trust Deed, Channel
Infrastructure gives the following financial
covenants to the Supervisor:
(a) the ratio of EBITDA of the consolidated
Channel Infrastructure Group to Net Interest
Expense of the consolidated Channel
Infrastructure Group (calculated for the
12 month period ending on each relevant
test date) will not be less than 2.5:1 on two
successive semi-annual test dates; and
(b) Net Debt of the consolidated Channel
Infrastructure Group to Net Debt plus Equity
does not at any time exceed 60%.
For the purposes of the above financial
covenants, EBITDA is calculated by starting with
EBIT and adjusting to add back depreciation
and amortisation. EBIT means consolidated net
profit/loss after tax for that period (excluding
(by way of subtracting or adding back) interest
expense, income tax expense, equity accounted
gains or losses, gains or losses attributable to
minority interests, asset write-downs, impairment
or revaluations (or their reversals), gains or
losses on asset disposals, unrealised gains or
losses arising from any derivative transaction),
any income or charge attributable to a post-
employment benefit scheme and employee
share scheme and extraordinary gains or losses
(including restructuring costs associated with the
conversion to an import terminal).
Net Debt is calculated as the total amount
of financial indebtedness that would be
disclosed on its balance sheet less cash and
cash equivalents and Equity is the amount by
which Total Tangible Assets of the consolidated
Channel Infrastructure Group exceeds its Total
Liabilities. Total Tangible Assets is the aggregate
amount of all assets which would be disclosed
on its balance sheet (excluding intangible
assets or revaluations of derivative transactions)
and Total Liabilities is the aggregate amount
of all liabilities (excluding contingent liabilities
and derivative transactions) which would be
disclosed on its balance sheet.
The first test date for the financial covenants is
31 December 2022.
The description set out above is only a summary
of the financial covenants and the full details
can be found in clause 6 of the Supplemental
Trust Deed. The capitalised terms used in
this section 5.2 refer to defined terms in the
Supplemental Trust Deed and the Negative
Pledge Deed (to the extent not otherwise
defined in the Glossary).
Other restrictions on borrowing
Certain terms contained in Channel
Infrastructure’s other funding documents also
indirectly limit its ability to borrow. Channel
Infrastructure is planning on commencing a
refinancing process of its bank borrowings during
the 2022 calendar year and therefore expects its
bank funding documents to change as a result.
Its current bank funding documents contain the
following financial covenants:
• the ratio of bank debt to the sum of bank
debt and shareholder funds for Channel
Infrastructure must not be greater than 45%;
• the ratio of EBITDA as defined in the bank
funding documents to Interest Expense as
defined in the bank funding documents must
not be less than 4.0 times; and
• the ratio of EBITDA as defined in the bank
funding documents to Total Interest Expense
as defined in the bank funding documents
(which is the same as Interest Expense but
includes any interest or deferred interest
paid with respect to the Subordinated Notes
or similar instruments) must not be less than
2.0 times.
Neither Bondholders nor the Supervisor have
the benefit of the covenants given in favour of
Channel Infrastructure’s bank lenders and they
may therefore be amended or waived by the
relevant bank lenders. Channel Infrastructure
does not have to consult or notify Bondholders
or the Supervisor of any actual or potential
amendments or waivers under the bank funding
documents. If a member of the Channel
Infrastructure Group failed to comply with these
provisions and the bank lenders accelerated
their funding, it may (subject to meeting certain
thresholds) cause an Event of Default. The Events
of Default are set out in full in clause 8 of the
Supplemental Trust Deed.
Channel Infrastructure | Product Disclosure Statement14

5.3 Restrictions on
granting security
Channel Infrastructure and each Guarantor
have agreed with the beneficiaries under
the Negative Pledge Deed that they will not
create or permit to subsist security over their
assets other than certain permitted security
interests which are described in the Negative
Pledge Deed. These permitted security interests
include, for example, security interests arising
by operation of law or securing certain taxes
or other governmental or regulatory levies,
duties or imposts, rights of set off and netting
and deferred purchase or title retention in
the ordinary course of business where the
amount secured is not outstanding for more
than 120 days. Channel Infrastructure and
each Guarantor may, in addition, from time to
time create or permit to subsist other security
interests over their assets, provided that the
aggregate principal amount secured by all such
other security interests does not exceed 7.5% of
the Total Tangible Assets of the consolidated
Channel Infrastructure Group. This is not a
complete list of the circumstances in which
Channel Infrastructure or a Guarantor may grant
security. Full details can be found in the Negative
Pledge Deed.
Under its current bank funding documents,
Channel Infrastructure and each Guarantor have
agreed similar (but more restrictive) undertakings
to those set out above that restrict the ability
of the Channel Infrastructure Group to grant
new security interests that rank equally with, or
in priority to, amounts owed to Bondholders in a
liquidation of Channel Infrastructure (although
these are not given in favour of the Supervisor
or the Bondholders and they may therefore
be amended or waived by the relevant bank
lenders).
5.4 Guarantees
The Bonds are guaranteed by the Guarantors
under the Guarantee.
Under the Guarantee, each Guarantor jointly
and severally guarantees to the Supervisor the
payment of all amounts owed to it and the
Bondholders in respect of the Bonds.
There are no limits on the obligations of any
Guarantor in respect of the amounts owing
under the Guarantee and there are no
conditions to the Guarantee. The obligations
of the Guarantors under the Guarantee are
unsecured.
Not every member of the Channel Infrastructure
Group is required to be a Guarantor. Under the
Negative Pledge Deed, Channel Infrastructure
must ensure that:
• at all times the Total Tangible Assets of the
Guaranteeing Group will not be less than
85% of the Total Tangible Assets of the
consolidated Channel Infrastructure Group;
and
• on each test date, EBITDA of the
Guaranteeing Group will not be less than
85% of EBITDA of the consolidated Channel
Infrastructure Group.
For full details of these provisions, see clause
5 of the Negative Pledge Deed. A summary of
the definition of EBITDA is set out above under
the heading financial covenants in section 5.2
of this PDS (Restrictions on creating further
liabilities) and the other capitalised terms used
in this section 5.4 refer to defined terms in the
Supplemental Trust Deed and the Negative
Pledge Deed (to the extent not otherwise
defined in the Glossary).
As at the date of this PDS, Channel Terminal
Services is the only Guarantor. Channel
Terminal Services is a member of the Channel
Infrastructure Group. Members of the Channel
Infrastructure Group may cease to be
Guarantors from time to time in accordance with
the terms of the Negative Pledge Deed.
Channel Infrastructure | Product Disclosure Statement15

5.5 Events of Default
If an Event of Default occurs and is continuing
under the Trust Deed, the Supervisor may in
its discretion, and must upon being directed
to do so by an Extraordinary Resolution of
Bondholders, declare the Bonds together with
accrued interest to be immediately due and
payable.
The Events of Default in the Trust Deed are:
• failure by Channel Infrastructure or a
Guarantor to make a payment under a
Transaction Document (which includes
failure to make payment under the Bonds),
subject to certain grace periods;
• the Issuer fails to comply with the financial
covenants set out in the Supplemental
Trust Deed;
• any material misrepresentation by Channel
Infrastructure or a Guarantor under a
Transaction Document, subject to certain
grace periods;
• a breach by Channel Infrastructure or a
Guarantor of a provision of a Transaction
Document in a material respect, subject to
certain grace periods;
• indebtedness of Channel Infrastructure or
any other Guarantor for borrowed money
in excess of $10 million in aggregate is not
paid within any applicable grace period
or (if no grace period applies) when due
or is accelerated by being declared due
and payable before it would otherwise
have been due by reason of any event of
default, termination event or equivalent or
analogous event; and
• an Insolvency Event occurs in respect of
Channel Infrastructure or a Guarantor.
Channel Infrastructure must defer interest on
the Subordinated Notes if an Event of Default
is continuing.
5.6 Other relevant
information about
the Trust Deed
The Trust Deed also contains a number of other
provisions, including provisions relating to:
• the role of the Supervisor and the powers
and duties of the Supervisor;
• the process for replacement of the
Supervisor;
• the right of the Supervisor to be indemnified;
• the payment of fees, expenses and other
amounts owing to the Supervisor (including
that amounts owing to the Supervisor
are, on a default, paid from the proceeds
of enforcement before payments to
Bondholders);
• holding meetings of Bondholders;
• the process for Bondholders to sell or
transfer their Bonds; and
• the process for amending the Trust Deed. To
summarise, the Trust Deed can be amended:
- with the consent of the Supervisor;
- by the Financial Markets Authority under
section 109 of the FMCA; or
-under section 22(7) or 37(6) of the Financial
Markets Supervisors Act 2011 or any other
enactment.
The Supervisor must only consent to an
amendment if:
- the amendment is approved by an
extraordinary resolution of the holders
of the debt securities (or each class
of holders that is or may be adversely
affected by the amendment or
replacement); or
-the Supervisor is satisfied that the
amendment or replacement does not
have a material adverse effect on the
Bondholders.
• You should read clause 19 of the Master Trust
Deed for further information.
You are not entitled to enforce any of your
rights or remedies under the Trust Deed
directly against Channel Infrastructure unless
the Supervisor fails to enforce such rights or
remedies within a reasonable period after
having become bound to do so in accordance
with the Trust Deed. The only circumstance in
which the Bonds can be declared redeemable
for a default are the specific Events of Default
(see the information under the heading “Events
of Default” for further information).
Channel Infrastructure | Product Disclosure Statement16

6.
—
Risks of
investing
6.1 Introduction
This section describes the following potential key
risk factors:
• general risks associated with an investment
in the Bonds; and
• significant specific risks relating to Channel
Infrastructure’s creditworthiness.
Key risks outlined in this section are based
on an assessment of the probability of a risk
occurring and potential impact (individually or
in combination with other key risks) at the date
of this PDS. There is no guarantee or assurance
that key risks will not change, alter in their
significance or that other risks will not emerge.
Where practicable, Channel Infrastructure
seeks to implement risk mitigation strategies to
minimise exposure to some of the risks outlined
below. However, there can be no assurance that
these risk mitigation strategies will fully protect
Channel Infrastructure from all or any risks.
Investors should carefully consider these risk
factors (together with the other information in
this PDS and on the Disclose Register) before
deciding to invest in the Bonds. This summary
does not cover all of the risks of investing in the
Bonds.
Before making any investment decision it is
important that investors consider the suitability
of an investment in the Bonds in light of their own
individual risk profile for investments, investment
objectives and personal circumstances
(including financial and taxation issues). The risks
described in this section do not take account of
the personal circumstances, financial position or
investment requirements of any particular person
other than Channel Infrastructure. You can seek
the advice of a financial adviser to help you
make an investment decision.
6.2 General Risks
An investment in the Bonds is subject to the
following general risks.
General risks related to the
insolvency of Channel Infrastructure
If Channel Infrastructure becomes insolvent,
there may be a shortfall of funds to pay all
amounts ranking ahead of and equally with the
Bonds. There is also a risk that Channel Terminal
Services or any other Guarantor is unable to
meet its obligations under the Guarantee if
Channel Infrastructure defaults. If this occurs,
this would result in you not receiving a full return
of the Principal Amount and/or any interest due
and unpaid at that time.
Please refer to section 5 of this PDS (Key features
of the Bonds) for more information on the ranking
of the Bonds in the event of the insolvency of
Channel Infrastructure.
General risks related to the market
for the Bonds
If Bondholders wish to sell their Bonds before the
Maturity Date:
• Market price: The price at which
Bondholders are able to sell their Bonds
may be less than the amount they paid
for the Bonds. The price of the Bonds
may be affected by a number of factors,
both dependent on, or independent of,
Channel Infrastructure’s creditworthiness.
Independent factors may include the
time remaining to the Maturity Date, the
outstanding aggregate Principal Amount
of the Bonds, the level of demand for the
Bonds offered for sale in the secondary
market from time to time, any legal
restrictions limiting demand for Bonds,
the availability of comparable securities,
the level, direction and volatility of market
interest rates and market conditions
generally. For example, if market interest
rates go up, the market value of the Bonds
would typically be expected to go down
and vice versa.
17Channel Infrastructure | Product Disclosure Statement

• Liquidity: The Bondholders may be unable
to sell their Bonds at all due to lack of
demand or because the Bonds cease to
be listed on the NZX Debt Market. There
can be no assurance that a secondary
market for the Bonds will develop or of the
liquidity of such a market. In the absence
of a liquid secondary market for the Bonds,
Bondholders may not be able to sell their
Bonds readily or at prices that will enable
them to realise a yield comparable to
that of similar instruments, if any, within a
developed secondary market. Even following
the development of a secondary market,
and depending on market conditions
and other factors, Bondholders seeking
to sell relatively small or relatively large
amounts of Bonds may not be able to do
so at prices comparable to those that
may be available to other Bondholders.
Due to these factors the Bonds may not be
readily saleable, their value may fluctuate over
time and such fluctuations may be significant
and could result in losses to a Bondholder who
wishes to sell Bonds prior to the Maturity Date.
6.3 Specific risks relating to
Channel Infrastructure’s
creditworthiness
Channel Infrastructure considers that the
following circumstances are those which could
significantly increase, either individually or in
combination, the risk that Channel Infrastructure
may default on its payment obligations under
the Bonds. Channel Infrastructure, as Channel
Terminal Services’ holding company, will largely
derive its income from interest and dividends
paid by Channel Terminal Services to Channel
Infrastructure.
Terminal Services Agreements and
Customer Concentration Risk
A large proportion of the revenue that the
Channel Infrastructure Group receives is from its
three Customers under the TSAs.
The TSAs contain a combination of fixed and
throughput-based fees to incentivise utilisation
of the infrastructure. The minimum take or pay
commitments provide certainty of earnings
(in particular, allowing for the recovery of jet
fuel demand to pre-COVID-19 levels), and are
intended to be sufficient to cover the cost of
the Channel Infrastructure Group’s operations
(including operating costs, maintenance capital
expenditure and financing costs) as well as the
funding of import terminal conversion costs.
The importance of the TSAs does however mean
that if a Customer fails to perform its obligations
under the TSAs (including to pay fees) or if a
TSA is terminated and no new customers are
found, it could have a material adverse effect on
Channel Infrastructure’s business and financial
performance including its creditworthiness.
A reason a Customer may fail to comply with
its obligations under a TSA could be due to the
insolvency of that Customer. There are a variety
of factors that could impact a Customer’s
solvency. These include supply chain disruptions,
environmental events, competition risks, change
in fuel demand, as well as the operation of
downstream infrastructure, such as the Wiri
Terminal (where the Marsden Point to Auckland
pipeline ends) and the Auckland joint user
hydrant installation terminal, otherwise known as
the JUHI (airport storage facility), change in the
regulatory environment and other factors which
impact the ongoing viability of a Customer.
The TSAs have an initial term of 10 years, with
two five-year rights of renewal at the Customer’s
option. If Customers do not wish to renew the
TSA at the end of the initial term, they must give
Channel Terminal Services two years’ notice.
The circumstances under which a Customer may
terminate a TSA prior to the end of its term include:
• material breaches;
• default in payment of money;
• unauthorised assignments of the TSA;
• insolvency events; and
• extended force majeure events.
Channel Terminal Services and Channel
Infrastructure’s primary obligations under the
TSAs are to make the ITS available and to
provide import terminal and ancillary services
to Customers, being principally the berthing of
ships at the Marsden Point jetty and discharge
of transport fuels into tanks at Marsden Point,
the conduct of fuel quality testing services as
requested by Customers, and the distribution of
the Customers’ fuel through the Marsden Point to
Auckland pipeline and the truck loading facility.
Channel Terminal Services and Channel
Infrastructure also have an obligation to
maintain the ITS to the standard of a reasonable
and prudent operator, including maintenance
and cleaning of tanks utilised for storage of
the Customers’ product at the Marsden Point
site. Subject to the terms of the TSAs, Channel
Terminal Services and Channel Infrastructure
may be liable to compensate Customers for
contamination or loss of the Customers’ product
Channel Infrastructure | Product Disclosure Statement18

while it is in the custody of Channel Terminal
Services or if the ITS assets are unavailable.
To mitigate the risks associated with termination
of a TSA:
• the TSAs permit Channel Infrastructure to
make unutilised Marsden Point to Auckland
pipeline capacity available to new
customers after 1 April 2025;
• Channel Terminal Services provides
dedicated private storage services which
enables further freight cost optimisation for
its TSA customers as a result of increased
product supply scale and flexibility, which
(absent economically viable alternative
infrastructure systems) incentivises the use
of the infrastructure and provides Channel
Terminal Services with an additional income
stream;
• the TSAs contain remedy periods for
material breaches. Neither Channel Terminal
Services nor Channel Infrastructure is liable
to the Customers for a range of permitted
interruptions or where force majeure relief
applies;
• the TSAs do not permit termination for
convenience not relating to a termination
event described above;
• as at the date of this PDS, Channel
Infrastructure is not aware of an alternative
infrastructure system that could provide an
economically viable transport alternative for
the volume of fuel transported into the main
Auckland market via the Marsden Point to
Auckland pipeline; and
• Channel Infrastructure has set its long-term
capital structure target to ensure it has
access to committed liquidity.
In addition, Channel Infrastructure and Channel
Terminal Services’ liability under the TSAs is
capped, and indirect and consequential losses
are excluded, other than in circumstances of
gross negligence or wilful misconduct.
Cost overruns and conversion
execution risk
Total cash costs (operating and capital) of
converting from a refinery to an import terminal
are expected to be in the range of $200 to $220
million over 5-6 years.
The ranges given above includes budget
contingencies, but excludes the demolition of
refining plant which is expected to occur not
earlier than 10 years after the conversion date.
Channel Infrastructure has also committed
to make private storage tanks available to
Customers for use over the next two years at
an estimated capital cost of $45 to $50 million.
Failure to meet this commitment could lead to
claims against Channel Infrastructure.
A significant increase in conversion or private
storage costs could have an impact on Channel
Infrastructure’s financial position. Cost overruns
and delays could come as a result of change
in scope, inflationary pressures, supply-chain
delays or skills shortages resulting from COVID-19
and associated border closures.
Contingency plans are in place to mitigate
these impacts and an assessment of potential
cost impacts of disruption due to the COVID-19
Omicron variant has been undertaken which
indicates that current project contingencies
should adequately cover the potential impacts.
With border restrictions currently easing Channel
Infrastructure is working with the Ministry of
Business, Innovation and Employment to facilitate
contractor skilled worker visas. Additionally, there
is flexibility in some project timelines and work
is being rescheduled where possible to address
resourcing constraints. Where possible, long-lead
items have been ordered well in advance.
Channel Infrastructure also has access to
committed liquidity which can be used to
fund conversion cost increases and Channel
Infrastructure can tolerate significant interest
rate movements.
Change in demand for fuels
Refined oil products may be displaced or suffer
reduced demand due to a variety of factors
including unaffordability, increased access to,
or adoption of, new technologies (for example,
there may be a more rapid increase in the
uptake of alternative fuel vehicles, such as
electricity, biofuels, hydrogen, or gas-powered
vehicles), products and services, fuel efficiency
improvements or reduction in demand as a result
of external events leading to reduced travel and
tourism (such as pandemics, war or natural disaster
events) or in the interests of minimising potential
harmful impacts to the environment. Recovery of
jet fuel demand following the COVID-19 pandemic
may also take longer than expected.
Transition to lower-carbon fuels may occur more
quickly than expected as a result of climate
change. Climate change risks are set out in more
detail below.
Channel Infrastructure | Product Disclosure Statement19

The variable fees under the TSAs are dependent
on the volume and product type distributed
through the ITS.
As such any decrease in the demand for refined
oil products in New Zealand could adversely
impact Channel Infrastructure’s revenue. To
mitigate this risk, the TSAs include minimum
take or pay fees, which exceed the expected
level of ongoing operating and capital costs of
operating the ITS.
Single Site / Concentration
of Operations
The Channel Infrastructure Group operates
substantially from a single site at Marsden Point,
near the entrance to the Whangarei Harbour.
Having substantial operations on a single site
creates a risk in that the Channel Infrastructure
Group would not be able to redirect operations
to another location, in the event that, for any
reason, operations were disrupted at the site
(including the jetty).
In particular, the following events could cause a
disruption to the Channel Infrastructure Group’s
operations at Marsden Point:
1. High Hazard Industry
The nature of many of the Channel Infrastructure
Group’s operations are inherently hazardous.
These hazards include, but are not limited to,
pipeline and storage tank leaks and ruptures,
tanker oil spills, explosions and fires, mechanical
failures, catastrophic events, and marine
transportation incidents (such as tankers
damaging the jetty).
The above hazards, whether due to the actions
or omissions of a member of the Channel
Infrastructure Group or a third party, or act of
God (such as severe weather events or natural
disaster), may cause personal injury and/or loss
of life, damage to property and contamination
of the environment, which may result in the
suspension of operations (and ultimately a
material breach under a TSA) and the imposition
of civil or criminal penalties, including fines,
expenses for remediation claims brought by
the governmental entities or third parties and
first party losses of income, clean-up costs and
reconstruction costs, or may lead to additional
regulatory requirements being imposed at
increased costs or impacting its ability to
operate (temporarily or permanently), which
may adversely impact Channel Infrastructure’s
financial position, reputation and potentially its
creditworthiness.
The risks associated with the marine operations
are that: (a) a product tanker could hit and
cause damage to the jetty rendering it
inoperable, (b) a shipping accident could
result in a port blockage and (c) the discharge
(and loading) of product tankers at the jetty
may cause pollution resulting in a significant
disruption to the Channel Infrastructure
Group’s business, together with remediation
costs and fines, all of which could affect
Channel Infrastructure’s financial position and
creditworthiness.
The Channel Infrastructure Group has adopted
a range of preventative barriers using well
established engineering, inspection, incident
response and process safety management
techniques and training, as well as business
continuity plans, system configuration, and
security measures, to deliver what it believes are
robust and reliable management systems. The
focus is to achieve continued process safety,
maintain and improve reliability and integrity,
and optimise operating costs whilst meeting
obligations under the TSAs.
2. Natural Perils
Asset damage and business interruption
resulting from natural disasters such as a
tsunami or earthquake could potentially result in
a significant impact on Channel Infrastructure’s
financial position and creditworthiness.
The occurrence of these natural disasters could
cause significant disruption to operations and
consequent financial impact on revenue and
expenses in repairing damage. However, this
is of particular significance to the Channel
Infrastructure Group because it operates
substantially from a single site and distributes
the vast majority of fuel through the one
pipeline to Auckland. Therefore, these events
can be especially significant for the Channel
Infrastructure Group.
• Tsunami – the location of the import
terminal at the entrance to the Whangarei
Harbour means that it is vulnerable to the
risk of a tsunami and flooding of the site
could result in asset damage and business
disruption. A 2013 study by New Zealand’s
Institute of Geological and Nuclear Sciences
(GNS) reported that the Northland coastline
in the vicinity of the Marsden Point import
terminal could expect to experience a 3.8 -
6.2 metre tsunami (16
th
to 84
th
percentile) in a
500-year return period. The import terminal
is situated 4.3 metres above mean sea
level and is protected by a headland at the
Channel Infrastructure | Product Disclosure Statement20

harbour entrance and a fore-dune barrier
of between 6 to 12 metres. Rising sea levels
resulting from climate change may in the
future reduce the effectiveness of the fore-
dune barrier and necessitate strengthening.
• Earthquake – an earthquake of strong
magnitude could render the Channel
Infrastructure Group’s plant and equipment,
tanks and the Marsden Point to Auckland
pipeline unsafe to operate, resulting in a
business disruption. According to a 2007 GNS
report and a risk assessment undertaken
in 2022, the Marsden Point site is located
in a low seismicity region. Accordingly, the
likelihood of a large scale earthquake at
Marsden Point would appear to be lower
than elsewhere in New Zealand – although
it remains a possibility given New Zealand’s
overall seismic risk.
Channel Infrastructure maintains material
damage and business interruption insurance for
property damage and consequential business
interruption as a financial mitigation of these
risks. As mentioned above, the TSAs also contain
remedy periods for material breaches and
neither Channel Infrastructure nor Channel
Terminal Services are liable to the Customers for
permitted interruptions or where force majeure
relief applies (noting that force majeure relief
may have an impact on the amounts of fixed
fees, including the take or pay commitments,
earned by Channel Terminal Services).
Cyber security and IT
The Channel Infrastructure Group’s pipeline
and terminal operations are heavily reliant on
information technology systems for the efficient
and timely movement of products.
The systems involved include servers,
storage, databases and telecommunications
infrastructure, as well as software applications
and control systems at the terminal operations,
noting that – as part of the business transition
to an import terminal – some of the systems are
subject to an upgrade or replacement, which
may involve data migration.
While these systems are subject to regular review
and maintenance, unauthorised access to or a
breach or failure of the Channel Infrastructure
Group’s IT infrastructure due to cyber-attacks,
negligence, system error or other actions could
disrupt the Channel Infrastructure Group’s
operations and result in the loss or misuse of
data or sensitive information, loss of revenue,
injury to people, harm to the environment or
Channel Infrastructure Group’s assets, legal or
regulatory breaches and potential legal liability.
Individually or collectively, such effects could
adversely affect Channel Infrastructure Group’s
profitability and, potentially, its creditworthiness.
Certain systems are also operated or maintained
by third parties whom the Channel Infrastructure
Group does not control, and the failure of third
parties to effectively or efficiently perform such
services may disrupt the Channel Infrastructure
Group’s operations and/or cause harm to its
reputation. Further, the Channel Infrastructure
Group’s assets could be a strategic target as
energy-related assets and transportation assets,
so they may be at greater risk of future cyber-
attacks than other targets in New Zealand.
To mitigate this risk, the Channel Infrastructure
Group conducts regular review and
maintenance, and active monitoring of its IT and
control system infrastructure.
Climate Change
There is significant and growing public concern
about the environmental impact of climate
change, and a number of national governments,
including the New Zealand Government
(through the Climate Change Commission),
have introduced, or are contemplating the
introduction of, regulatory responses to
greenhouse gas emissions to address the
impacts of climate change.
Through the transition from refinery to import
terminal operations, Channel Infrastructure has
significantly reduced its Scope 1 and 2 CO2
emissions. However, its infrastructure continues
to be utilised to distribute refined oil products.
As such it is exposed to various indirect impacts
of climate change, including reduced demand
for transport fuels. Refer to risk titled, “Change in
demand for fuels”.
Other indirect impacts of climate change that
Channel Infrastructure is exposed to includes,
but is not limited to the following:
• negative public attitude towards fossil fuels
and increasing environmental activism;
• government incentives for alternative fuels,
or different pacing of policy development
in New Zealand compared to other regions,
which could result in volatile supply/demand
dynamics across the transport fuel sector;
• as investing in low emissions businesses
becomes more prevalent, Channel
Infrastructure’s social licence to operate and
access to equity and debt funding may be
adversely impacted; and
Channel Infrastructure | Product Disclosure Statement21

• the operation of an import terminal at
the entrance of the Whangarei harbour is
vulnerable to extreme weather events, such
as storm surge or storm tide events, which
are expected to increase in frequency and
severity over time due to climate change. In
addition, chronic impacts such as rising sea
levels may reduce future effectiveness of
the natural fore-dune barrier protecting the
Marsden Point site.
Channel Infrastructure has published a
Sustainability Report which describes
its approach to managing the risks and
opportunities posed by climate change in
more detail, and includes a Climate Change
Position Statement setting out its commitments
to take action.
Regulatory Change
The Channel Infrastructure Group operates
in a highly regulated business and operating
environment and is therefore subject to the
risk of regulatory change which could have an
impact on Channel Infrastructure’s financial
position and potentially its creditworthiness.
Resource Consent
Channel Infrastructure’s operations are subject
to maintaining its resource consent. As part of
the consent conditions, Channel Infrastructure
is committed to continuing to maintain the
current high level of environmental standards.
Environmental measures at Marsden Point
include operation of a groundwater hydraulic
containment system and hydrocarbon recovery
program reducing the extent of legacy
contamination over time as part of the ongoing
remediation of the site.
A breach of its resource consent could result
in sanctions against Channel Infrastructure,
including fines and revocation of consent. If
Channel Infrastructure was to lose its resource
consent, it could mean that Channel Terminal
Services and/or Channel Infrastructure would
not be able to comply with their obligations
under a TSA.
Channel Infrastructure’s resource consent was
recently renewed for a 35 year term. Channel
Infrastructure expects to be able to operate
within the conditions of its resource consent.
Other regulatory changes
The transport fuel sector has seen an increase in
government regulation in recent years, including
in relation to pricing and access to infrastructure.
These changes have not impacted the Channel
Infrastructure Group as it does not participate in
wholesale or retail fuel markets.
However, if future changes were to occur
impacting Channel Infrastructure’s operations,
that could have an impact on Channel
Infrastructure’s financial position and potentially
its creditworthiness.
Channel Infrastructure is not currently aware of
any such changes and has processes in place to
monitor new regulation.
This PDS does not cover all the risks of investing
in the Bonds.
Channel Infrastructure | Product Disclosure Statement22

The returns on Bonds will be affected by taxes. The information in this section is based on the law in force in
New Zealand at the date of this PDS. The information does not constitute taxation advice to any Bondholder,
is general in nature and limited to consideration of New Zealand taxation impacts only.
7.1 Resident withholding tax
If you are resident in New Zealand for tax
purposes or you otherwise receive payments
of interest on the Bonds that are subject to the
resident withholding tax (RWT) rules, Channel
Infrastructure will deduct RWT at the relevant
rate from interest (including any payments that
are deemed to be interest for tax purposes) paid
or credited to you unless:
• you have RWT-exempt status (as defined in
the Income Tax Act 2007);
• you notify Channel Infrastructure or the
Securities Registrar that you have RWT-
exempt status and provide your IRD number
to Channel Infrastructure or the Securities
Registrar before the record date for the
relevant payment; and
• your RWT-exempt status remains valid at
the time the relevant payment is made.
7.2 Approved issuer levy
If you are not a resident of New Zealand for tax
purposes and the interest you receive is subject
to the non-resident withholding tax (NRWT) rules,
Channel Infrastructure will deduct approved
issuer levy (AIL) at the relevant rate from interest
(including any payments that are deemed to be
interest for tax purposes) paid or credited to you
in lieu of deducting NRWT, unless you elect for
NRWT to be deducted or AIL is not applicable
under the law.
Channel Infrastructure will apply a zero rate of
AIL, if possible. Otherwise, AIL will be deducted
at the standard rate of 2% from the interest
payment. If the AIL regime or rate changes in the
future, Channel Infrastructure reserves the right
not to deduct AIL and deduct NRWT instead.
You may request that Channel Infrastructure
deducts NRWT from interest payments to you
instead of applying the AIL regime. In this event,
or in the event that the AIL regime does not
apply, NRWT will be deducted from interest
paid to you at the applicable rate. In the case
of a Bond that is held jointly by a New Zealand
resident Bondholder and a non-resident
Bondholder, NRWT will be deducted from interest
paid in respect of the Bond at the applicable
RWT rate. See the Trust Deed for further details.
The rate at which deductions are made from the
interest paid to you (i.e. for RWT, AIL or NRWT) will
be determined based on the information that
you provide to the Securities Registrar.
7.3 Indemnity
If, in respect of any of your Bonds, Channel
Infrastructure becomes liable to make any
payment of, or on account of, tax payable
by you, then you will be required to indemnify
Channel Infrastructure in respect of such liability.
Any amounts paid by Channel Infrastructure in
relation to any such liability may be recovered
from you by withholding the amount from further
payments to you in respect of Bonds. See the
Trust Deed for further details.
7.4 General
Tax has significant consequences. There may
be other tax consequences from acquiring or
disposing of the Bonds, and otherwise from
the maturity, redemption, purchase or cash
settlement of the Bonds, including under New
Zealand’s “financial arrangements” rules.
If you have any queries relating to the tax
consequences of the investment, you should
obtain professional taxation advice on those
consequences.
7.
—
Tax
23Channel Infrastructure | Product Disclosure Statement

8.1 Selling restrictions
You may only offer for sale or sell any Bond
in conformity with all applicable laws and
regulations in any jurisdiction in which it is
offered, sold or delivered.
Channel Infrastructure has not taken and will
not take any action which would permit a public
offering of Bonds, or possession or distribution of
any offering material in respect of the Bonds, in
any country or jurisdiction where action for that
purpose is required (other than New Zealand).
Any information memorandum, disclosure
statement, circular, advertisement or other
offering material in respect of the Bonds may
only be published, delivered or distributed
in compliance with all applicable laws and
regulations (including those of the country or
jurisdiction in which the material is published,
delivered or distributed).
8.2 Indemnity
By subscribing for Bonds, each investor agrees to
indemnify, among others, Channel Infrastructure,
the Supervisor, the Joint Arrangers and the Joint
Lead Managers and their respective directors,
officers, employees and agents in respect of
any loss, cost, liability or damages suffered
as a result of an investor breaching the selling
restrictions referred to in this section.
8.
—
Selling
restrictions
24Channel Infrastructure | Product Disclosure Statement

NAMEROLE
IssuerChannel InfrastructureIssuer of the Bonds.
SupervisorThe New Zealand Guardian Trust Company
Limited
Holds certain covenants on trust for the benefit
of the Bondholders, including the right to
enforce Channel Infrastructure’s obligations
under the Bonds.
Joint ArrangersBank of New Zealand and Forsyth Barr
Limited
Provide advice and assistance to Channel
Infrastructure in arranging the Offer.
Joint Lead
Managers
Bank of New Zealand, Forsyth Barr Limited
and Jarden Securities Limited.
Assist with the bookbuild for the Offer and with
the marketing and distribution of the Offer.
Except as described above, the Joint Arrangers
and the Joint Lead Managers are not otherwise
involved in the Offer.
This PDS does not constitute a recommendation
by the Joint Arrangers or the Joint Lead
Managers or any of their respective directors,
officers, partners, employees, agents or advisers
to purchase, any Bonds.
None of the Joint Arrangers or the Joint Lead
Managers or their respective directors, officers,
partners, employees, agents or advisers have
independently verified the content of this PDS.
Securities RegistrarComputershare Investor Services LimitedMaintains register of Bondholders.
Solicitors to IssuerMinterEllisonRuddWattsProvides legal advice to Channel Infrastructure
in respect of the Offer.
Solicitors to
Supervisor
Bell GullyProvides legal advice to the Supervisor in
respect of the Offer.
9.
—
Who is
involved?
25Channel Infrastructure | Product Disclosure Statement

10.
—
How to complain
Complaints about the Bonds can be directed to:
Channel Infrastructure NZ Limited
Company Secretary
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@channelnz.com
Postal: Private Bag 9024
Whangarei 0148
The New Zealand Guardian Trust Company Limited
Manager, Corporate Trusts
Level 6, 191 Queen Street
Auckland
Phone: +64 9 909 5100
Email: ct-auckland@nzgt.co.nz
Postal: PO Box 274, Shortland Street, Auckland 1140
The Supervisor is a member of an external,
independent dispute resolution scheme operated
by Financial Services Complaints Limited (FSCL) and
approved by the Ministry of Consumer Affairs.
If the Supervisor has not been able to resolve your
issue, you can refer the matter to:
Financial Services Complaints Limited
Complaint Investigation Officer
Financial Services Complaints Limited
Level 4, 101 Lambton Quay
Wellington 6011
Phone: 0800 347 257
Email: info@fscl.org.nz
Postal: PO Box 5967, Wellington 6145
The scheme will not charge a fee to any
complainant to investigate or resolve a complaint.
Complaints may also be made to the Financial
Markets Authority through their website
www.fma.govt.nz.
11.
—
Where you can find
more information
Further information relating to Channel
Infrastructure and the Bonds is available on the
online offer register maintained by the Companies
Office known as ‘Disclose’. The Disclose Register
can be accessed at
www.disclose-register.companiesoffice.govt.nz.
A copy of the information on the Disclose Register
is also available on request to the Registrar of
Financial Service Providers at registrar@fspr.govt.nz.
The information contained on the Disclose Register
includes copies of the Trust Deeds and the
Negative Pledge Deed.
Channel Infrastructure is subject to disclosure
obligations that require it to notify certain material
information to the NZX for the purpose of that
information being made available to the market.
Channel Infrastructure’s page on the NZX website,
which includes information made available under
the disclosure obligations referred to above, is
available at www.nzx.com/companies/CHI.
The information contained on the NZX website
includes market announcements made by Channel
Infrastructure.
Further information on the Bonds can also be
found at
www.channelnz.com/investor-centre/bonds.
In addition, further information required to be given
by Channel Infrastructure under the Trust Deed
may be requested from Channel Infrastructure by
emailing corporate@channelnz.com. No fee will be
charged for such information.
Channel Infrastructure | Product Disclosure Statement26

12.
—
How to apply
There is no public pool for the Bonds. This
means you can only apply for Bonds through a
Primary Market Participant or approved financial
intermediary who has received an allocation. You
can find a Primary Market Participant by visiting
www.nzx.com/services/market-participants/find-
a-participant. The Primary Market Participant or
approved financial intermediary will:
• provide you with a copy of this PDS (if you have
not already received a copy);
• explain what you need to do to apply for the
Bonds; and
• explain what payments need to be made by you
and by when.
The Primary Market Participant or approved
financial intermediary can also explain what
arrangements will need to be put in place for you
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.
13.
—
Contact
information
Issuer
Channel Infrastructure NZ Limited
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@channelnz.com
Postal: Private Bag 9024, Whangarei 0148
Securities Registrar
Computershare Investors Service Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 9 488 8777
Email: corporateactions@computershare.co.nz
Postal: Private Bag 92119, Auckland 1142
Channel Infrastructure | Product Disclosure Statement27

Glossary
$New Zealand dollars.
Bondholder or youA person whose name is entered in the Bond Register as a holder of a Bond.
Bond RegisterThe register in respect of the Bonds maintained by the Securities Registrar.
BondsThe Bonds constituted and issued pursuant to the Trust Deed and offered pursuant to
this PDS.
Business DayA day (other than a Saturday or Sunday) on which registered banks are generally open
for business in Auckland and Wellington, except that in the context of the Listing Rules it
means a day on which the NZX Debt Market is open for trading.
Channel Infrastructure or
Issuer
Channel Infrastructure NZ Limited.
Channel Infrastructure
Group
Channel Infrastructure and all of its Subsidiaries, at that date.
Closing DateFriday, 13 May 2022 at 11.00 am.
CustomerMeans bp Oil New Zealand Limited, Mobil Oil New Zealand Limited and Z Energy
Limited, and Customers means all of them.
Disclose RegisterThe online offer register maintained by the Companies Office known as ‘Disclose.’
Events of DefaultMeans each event set out in clause 9 of the Master Trust Deed (as supplemented by
clause 8 of the Supplemental Trust Deed), which are summarised in section 5 of this PDS
(Key features of the Bonds).
Extraordinary Resolution Means a resolution passed with the support of Bondholders holding not less than 75% of
the aggregate Principal Amount of Bonds held by those persons voting.
First Interest Payment
Date
20 August 2022 (with payment on 22 August 2022, being the first Business Day following
20 August 2022).
FMCAFinancial Markets Conduct Act 2013.
GuaranteeThe guarantee under the Negative Pledge Deed. A copy of the Negative Pledge Deed
is available on the Disclose Register.
Guaranteeing GroupChannel Infrastructure and each of the Guarantors from time to time.
GuarantorsEach person who is, or becomes, a party to the Negative Pledge Deed as a guarantor
from time to time. As at the date of this PDS, Channel Terminal Services is the only
Guarantor.
Glossary
Channel Infrastructure | Product Disclosure Statement28

Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment Dates20 February, 20 May, 20 August and 20 November in each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date, with the First
Interest Payment Date being 20 August 2022 (with payment on 22 August 2022, being
the first Business Day following the First Interest Payment Date).
Insolvency EventHas the meaning given to that term in clause 1.2 of the Supplemental Trust Deed.
Interest RateThe rate of interest per annum payable on the Principal Amount of the Bonds as
announced by Channel Infrastructure through NZX on or about the Rate Set Date.
Issue DateFriday, 20 May 2022.
Issue MarginThe margin determined by Channel Infrastructure in conjunction with the Joint Lead
Managers following the bookbuild for the Offer.
Joint ArrangersBank of New Zealand and Forsyth Barr Limited.
Joint Lead ManagersBank of New Zealand, Forsyth Barr Limited and Jarden Securities Limited.
Listing RulesThe listing rules applying to the NZX Debt Market, as amended from time to time.
Master Trust DeedThe master trust deed dated 20 November 2018 between Channel Infrastructure and
the Supervisor pursuant to which certain debt securities may be issued (as amended or
supplemented from time to time).
Maturity DateThursday, 20 May 2027.
Negative Pledge DeedMeans the negative pledge deed dated on or about the date of this PDS granted by
Channel Infrastructure and Channel Terminal Services in favour of, among others, the
Supervisor.
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Main BoardThe equity security marked operated by NZX.
OfferThe offer of Bonds made by Channel Infrastructure under this PDS.
Opening DateFriday, 6 May 2022.
Channel Infrastructure | Product Disclosure Statement29

PDSThis product disclosure statement for the Offer dated 28 April 2022.
Primary Market
Participant
Has the meaning given to that term in the NZX Participant Rules as amended from time
to time.
Principal Amount$1.00 per Bond.
Private Storage
Agreement
Each private storage agreement entered into between Channel Infrastructure, Channel
Terminal Services and one of its Customers.
Rate Set DateFriday, 13 May 2022.
Securities RegistrarComputershare Investor Services Limited.
ShareAn ordinary share in Channel Infrastructure.
ShareholderA holder of a Share.
SubsidiariesHas the meaning given to that term in the Financial Markets Conduct Regulations 2014.
Subordinated NotesThe unsecured, subordinated notes issued by Channel Infrastructure on 14 December
2018.
SupervisorThe New Zealand Guardian Trust Company Limited or such other supervisor as may
hold office as supervisor under the Trust Deed from time to time.
Supplemental Trust DeedThe supplemental trust deed dated on or about the date of this PDS between Channel
Infrastructure and the Supervisor constituting and setting out the terms of the Bonds
(as amended or supplemented from time to time).
Swap RateMeans the mid-market swap rate of a term matching the period from the Issue Date to
the Maturity Date, as calculated by Channel Infrastructure in conjunction with the Joint
Lead Managers, 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 rounded up).
TSAEach terminal services agreement entered into between Channel Infrastructure,
Channel Terminal Services and one of its Customers.
Transaction DocumentMeans the Master Trust Deed, the Supplemental Trust Deed and the Negative Pledge
Deed.
Trust DeedThe Master Trust Deed and where the context requires includes the Supplemental
Trust Deed.
Channel Infrastructure | Product Disclosure Statement30

---

Indicative
Terms
Sheet
Unsecured, unsubordinated,
fixed rate 5 year bonds
28 April 2022
Joint Lead Managers

Indicative terms sheet for an offer of up to NZ$100,000,000 (with the ability
to accept oversubscriptions of up to an additional NZ$25,000,000 at
Channel Infrastructure’s discretion) of unsecured, unsubordinated, fixed
rate bonds.
This indicative terms sheet (“Terms Sheet”) should be read together with the product disclosure statement (“PDS”)
dated 28 April 2022 for the offer of unsecured, unsubordinated, fixed rate bonds (“Bonds”) by Channel Infrastructure NZ
Limited (“Offer”). The PDS is available at www.business.govt.nz/disclose and can also be obtained from the Joint Lead
Managers or your usual financial advice provider. Investors must obtain and read a copy of the PDS before they apply
for any Bonds.
Capitalised terms used but not defined in this Terms Sheet have the meaning given to them in the PDS.
IssuerChannel Infrastructure NZ Limited (“Channel Infrastructure”).
Description of
the Bonds
Unsecured, unsubordinated, fixed rate bonds.
Offer amountUp to $100 million (with the ability to accept oversubscriptions of up to an additional $25
million at Channel Infrastructure’s discretion).
Term5 years maturing on 20 May 2027.
Opening DateFriday, 6 May 2022.
Closing Date11:00am on Friday, 13 May 2022.
Rate Set DateFriday, 13 May 2022.
Issue DateFriday, 20 May 2022.
Maturity DateThursday, 20 May 2027.
Issue price $1.00 per Bond, being the Principal Amount of each Bond.
Purpose of the OfferThe net proceeds of the Offer are to be applied towards repaying a portion of Channel
Infrastructure’s existing bank debt and will also provide diversification of funding that
aligns with an infrastructure business.
Who may apply
for Bonds
The Offer is open to investors resident in New Zealand and institutional investors.
There is no public pool for the Bonds.
All Bonds (including any oversubscriptions) have been reserved for subscription by clients
of the Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries invited to participate in a bookbuild conducted by the Joint Lead Managers.
Channel Infrastructure NZ Limited | Indicative Terms Sheet2

SecurityThe Bonds are not secured against any assets of Channel Infrastructure or the Channel
Infrastructure Group.
Guarantee The Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed. As at
the date of this Terms Sheet, Channel Terminal Services Limited is the only Guarantor.
Under the Negative Pledge Deed, Channel Infrastructure has agreed that:
(a) at all times the Total Tangible Assets of the Guaranteeing Group will not be less than
85% of the Total Tangible Assets of the consolidated Channel Infrastructure Group; and
(b) on each test date, EBITDA of the Guaranteeing Group will not be less than 85% of
EBITDA of the consolidated Channel Infrastructure Group.
Ranking of the BondsOn a liquidation of Channel Infrastructure, each Bond will rank as unsecured and
unsubordinated debt obligations of Channel Infrastructure, ranking:
• behind any secured liabilities and liabilities which are preferred by law;
• equally with other Bonds and equally among the rights and claims of equal ranking
obligations including the lenders of Channel Infrastructure’s bank debt and all other
unsecured, unsubordinated obligations, including trade creditors; and
• ahead of holders of subordinated debt (including the Subordinated Notes) and ahead
of Shareholders.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be determined by Channel Infrastructure in conjunction with the
Joint Lead Managers following the bookbuild and set at the sum of the Swap Rate and
the Issue Margin or, if greater, any applicable minimum Interest Rate announced via NZX.
Any such minimum Interest Rate will be determined by Channel Infrastructure in
conjunction with the Joint Lead Managers and (as applicable) announced via NZX on or
about 6 May 2022.
The Interest Rate will be announced by Channel Infrastructure via NZX on or about the
Rate Set Date.
Indicative Issue MarginThe indicative Issue Margin will be announced via the NZX on or about 6 May 2022.
Swap RateThe mid-market swap rate of a term matching the period from the Issue Date to the
Maturity Date, as calculated by Channel Infrastructure in conjunction with the Joint
Lead Managers, 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 rounded up).
Interest Payment
Dates
Interest shall be paid quarterly in arrear in equal amounts on 20 February, 20 May,
20 August and 20 November in each year, (or if that day is not a Business Day, the next
Business Day) until and including the Maturity Date, with the First Interest Payment Date
being 20 August 2022 (with payment on 22 August 2022, being the first Business Day
following the First Interest Payment Date).
Record dateThe record date for each Interest Payment Date is 5.00pm on the date that is 10 Business
Days before the relevant Interest Payment Date. If the record date falls on a day which is
not a Business Day, the record date will be the immediately preceding Business Day.
Business DayA day (other than Saturday or Sunday) on which registered banks are generally open
for business in Auckland and Wellington, except that in the context of the Listing Rules it
means a day on which the NZX Debt Market is open for trading.
Channel Infrastructure NZ Limited | Indicative Terms Sheet3

Financial covenantsThe Supplemental Trust Deed contains the following financial covenants:
(a) the ratio of EBITDA of the consolidated Channel Infrastructure Group to Net Interest
Expense of the consolidated Channel Infrastructure Group (calculated for the 12
month period ending on each relevant test date) will not be less than 2.5:1 on two
successive semi-annual test dates (the “Interest Cover Ratio”); and
(b) Net Debt of the consolidated Channel Infrastructure Group to Net Debt plus Equity
does not at any time exceed 60% (“Gearing Ratio”).
The first test date for the financial covenants is 31 December 2022.
Negative pledgeThe Negative Pledge Deed contains a negative pledge which provides that Channel
Infrastructure and each Guarantor will not create or permit to subsist any security over
their assets other than certain permitted security interests which are described in the
Negative Pledge Deed. Channel Infrastructure and each Guarantor may, in addition,
from time to time create or permit to subsist other security interests over their assets
provided that the aggregate principal amount secured by all such other security
interests does not exceed 7.5% of the Total Tangible Assets of the consolidated Channel
Infrastructure Group.
Early redemptionBondholders have no right to require Channel Infrastructure to redeem the Bonds prior to
the Maturity Date. However, Channel Infrastructure may be required to repay the Bonds
early if there is an Event of Default (as described in the PDS and the Supplemental Trust
Deed). The Events of Default are:
• failure by Channel Infrastructure or a Guarantor to make a payment under a
Transaction Document (which includes failure to make payment under the Bonds),
subject to certain grace periods;
• failure to comply with the Interest Cover Ratio or failure to comply with the Gearing
Ratio;
• any material misrepresentation by Channel Infrastructure or a Guarantor under a
Transaction Document in a material respect, subject to certain grace periods;
• a breach by Channel Infrastructure or a Guarantor of a provision of a Transaction
Document, subject to certain grace periods;
• indebtedness of Channel Infrastructure or any other Guarantor for borrowed money
in excess of $10 million in aggregate is not paid within any applicable grace period or
(if no grace period applies) when due or is accelerated by being declared due and
payable before it would otherwise have been due by reason of any event of default,
termination event or equivalent or analogous event; and
• an Insolvency Event occurs in respect of Channel Infrastructure or a Guarantor.
Minimum application
amount
Minimum application of $5,000 with multiples of $1,000 thereafter.
Transfer restrictionsChannel Infrastructure may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not in
multiples of $1,000.
Brokerage0.50% on firm allocations plus 0.50% brokerage, paid by Channel Infrastructure.
You are not required to pay any additional brokerage or any other fee or charges to
Channel Infrastructure to purchase the Bonds. However, you may have to pay brokerage
to the firm from whom you receive an allocation of Bonds, or for the transfer of Bonds.
Channel Infrastructure NZ Limited | Indicative Terms Sheet4

ISINNZCHIDT002C2.
Quotation 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 date of distribution of this Terms Sheet or the PDS have been
duly complied with. However, the Bonds have not yet been approved for trading and
NZX accepts no responsibility for any statement in this Terms Sheet or the PDS. NZX is a
licensed market operator, and the NZX Debt Market is a licensed market, under the FMCA.
NZX Debt Market
ticker code
NZX ticker code CHI020 has been reserved for the Bonds.
Expected date of
initial quotation on
NZX Debt Market
Monday, 23 May 2022.
Governing lawNew Zealand.
Joint ArrangersBank of New Zealand and Forsyth Barr Limited.
Joint Lead ManagersBank of New Zealand, Forsyth Barr Limited and Jarden Securities Limited.
SupervisorThe New Zealand Guardian Trust Company Limited.
Securities Registrar Computershare Investor Services Limited.
Selling restrictions
You may only offer for sale or sell any Bonds in conformity with all applicable laws and regulations in any jurisdiction in
which it is offered, sold or delivered.
Channel Infrastructure has not taken and will not take any action which would permit a public offering of Bonds, or
possession or distribution of any offering material in respect of the Bonds, in any country or jurisdiction where action for
that purpose is required (other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the
Bonds may only be published, delivered or distributed in compliance with all applicable laws and regulations (including
those of the country or jurisdiction in which the material is published, delivered or distributed).
By subscribing for Bonds, each investor agrees to indemnify, among others, Channel Infrastructure, the Supervisor, the
Joint Arrangers and the Joint Lead Managers and their respective directors, officers, employees and agents in respect
of any loss, cost, liability or damages suffered as a result of an investor breaching the selling restrictions referred to in
this section.
Channel Infrastructure NZ | Product Disclosure Statement Terms Sheet5

Channel Infrastructure NZ | Product Disclosure Statement Terms Sheet6

---

28 April 2022
Offer of unsecured,
unsubordinated,
fixed rate bonds
Investor Presentation

ThispresentationhasbeenpreparedbyChannelInfrastructureNZLimited(“Channel
Infrastructure”)inrelationtotheoffer(“Offer”)ofunsecured,unsubordinated,fixedratebonds
(“Bonds”). ChannelInfrastructurehaslodgeda ProductDisclosureStatementdated28April
2022(“PDS”)withtheRegistrarofFinancialServiceProvidersinNewZealand(“Registrar”)and
madeavailabletheinformationontheregisterofoffersoffinancialproductsadministeredby
theRegistrar(“RegisterEntry”)(thePDSandtheRegisterEntry,togetherthe“OfferMaterials”)
inrespectoftheOffer.
TheOfferMaterialscontaindetailsoftheOfferandothermaterialinformationinrelationtothe
Offer. ChannelInfrastructureissubjecttodisclosureobligationsthatrequireit tonotifycertain
materialinformationtoNZXLimited(“NZX”). Thispresentationshouldbereadinconjunction
withthePDS,theotherOfferMaterialsandChannelInfrastructure’sotherperiodicand
continuousdisclosureannouncementsreleasedtoNZX(whichareavailableatwww.nzx.com
underthetickercode“CHI”).
ThereisnopublicpoolfortheBonds. AllBondsundertheOfferwillbereservedfor
subscriptionbyclientsoftheJointLeadManagers,NZXPrimaryMarketParticipantsandother
approvedfinancialintermediaries. Toobtaina PDS,interestedinvestorsshouldcontacta Joint
LeadManagerortheirfinancialadviceprovider. Noapplicationswillbeacceptedormoney
receivedunlesstheapplicanthasbeengiventhePDS.
Capitalisedtermsusedinthispresentationandnototherwisedefinedhavethemeaninggiven
totheminthePDS.
Information
Theinformationinthispresentationisprovidedforgeneralinformationpurposesonlyanddoes
notpurporttobecompleteorcomprehensiveanddoesnotconstitutefinancialproduct,
investment,taxorotheradvice,nordoesitconstitutearecommendationfromChannel
Infrastructure,theSupervisor,BNZorForsythBarrasarrangers(the“Arrangers”),theJoint
LeadManagersoranyoftheirrespectiveshareholders,directors,officers,employees,affiliates,
agentsoradvisorstosubscribefororpurchasetheBonds. Theinformationinthispresentation
issummaryinnatureandisnecessarilybrief. Norepresentationorwarranty,expressor
implied,ismadeastotheaccuracy,reliability,completeness,correctnessorcurrencyofthe
information,statements,estimates,projections,targets,opinionsorforecasts,orastothe
reasonablenessofanyassumptions,anyofwhichmaychangewithoutnoticetoyou,contained
inthispresentation. Thispresentationdoesnottakeintoaccountyourinvestmentobjectives,
financialsituationorparticularneedsandyoushouldconsultwithyourfinancialandother
advisorsbeforeanyinvestmentdecisionismade.
Important Notice and Disclaimer
Forward-lookingstatements
Thispresentationmaycontaincertain‘forward-lookingstatements’suchasindicationsof,and
guidanceon,futureearningsandfinancialpositionandperformance.Suchforward-looking
statementsarenotguaranteesorpredictionsoffutureperformanceandinvolveknownandunknown
risks,significantuncertainties,assumptions,contingencies,andotherfactors,manyofwhichare
beyondthecontrolofChannelInfrastructureandmayinvolvesignificantelementsofsubjective
judgementandassumptionsastofutureeventswhichmayormaynotbecorrect. Suchforward-
lookingstatementsspeakonlyasofthedateofthispresentation. ChannelInfrastructureundertakes
noobligationtoupdatetheseforward-lookingstatementsforeventsorcircumstancesthatoccur
subsequenttosuchdatesortoupdateorkeepcurrentanyoftheinformationcontainedinthis
presentation. Anyestimates,projectionsoropinionsastoeventsthatmayoccurinthefuture
(includingprojectionsofrevenue,expense,netincomeandperformance)arebaseduponthebest
judgementofChannelInfrastructurefromtheinformationavailableasofthedateofthispresentation.
Actualresultsmayvaryfromtheprojectionsandsuchvariationsmaybematerial.Youarecautioned
nottoplaceunduerelianceonforward-lookingstatements.
Forward-lookingfiguresinthispresentationareunauditedandmayincludenon-GAAP(generally
acceptedaccountingpractice)financialmeasuresandinformation. Notallofthefinancialinformation
(includinganynon-GAAPinformation)willhavebeenpreparedinaccordancewith,norisit intendedto
complywith: (i ) thefinancialorotherreportingrequirementsofanyregulatorybody; or(ii)the
accountingprinciplesgenerallyacceptedinNewZealandoranyotherjurisdictionwithInternational
FinancialReportingStandards. Somefiguresmayberoundedandsoactualcalculationofthefigures
maydifferfromthefiguresinthispresentation. Non-GAAPfinancialinformationdoesnothavea
standardisedmeaningprescribedbyGAAPandthereforemaynotbecomparabletosimilarfinancial
informationpresentedbyotherentities. Non-GAAPfinancialinformationinthispresentationisnot
auditedorreviewed.
Investmentrisk
InvestmentsintheBondsareaninvestmentinChannelInfrastructureandmaybeaffectedbyits
ongoingperformance,financialpositionandsolvency,togetherwiththerisksidentifiedinthePDS.
2

Pastperformance
Pastperformanceinformationprovidedinthispresentationisgivenforillustrativepurposes
onlyandshouldnotbereliedonas(andisnot)apromise,representation,warrantyor
guaranteeastothepast,presentorfutureperformanceofChannelInfrastructure. No
guaranteeoffuturereturnsisimpliedorgiven.
Not an offer
This presentation is not, and should not be construed as, an offer to sell or, a solicitation of an
offer to buy, the Bonds and may not be relied on in connection with any purchase of Channel
Infrastructure’s securities. It shall not form the basis of or be relied on by you to make an
investment decision, nor shall this presentation or any information communicated in it form the
basis of any contract or commitment to purchase or transfer any securities. The distribution of
this presentation, and the offer or sale of Bonds, may be restricted by law in certain
jurisdictions. Persons who receive this presentation outside New Zealand must inform
themselves about and observe all such restrictions. Nothing in this presentation is to be
construed as authorising its distribution, or the offer or sale of Bonds, in any jurisdiction other
than New Zealand or in accordance with applicable laws.
Bonds may not be offered or sold, directly or indirectly, and neither this presentation nor any
other offering material may be distributed, delivered or published, in any jurisdiction except
under circumstances that will result in compliance with any applicable laws or regulations.
Not financial product advice
This presentation is not, and does not constitute, legal financial, tax, accounting, financial
product or investment advice or a recommendation to acquire Channel Infrastructure’s
securities (including the Bonds) and has been prepared without taking into account the
objectives, financial situation or needs of individuals.
Disclaimer
To the maximum extent permitted by law each of Channel Infrastructure, the Supervisor, the
Arrangers, the Joint Lead Managers and their related companies and affiliates including, in each case,
their respective shareholders, directors, officers, employees, affiliates, agents and advisers, as the
case may be ("Specified Persons") disclaims and excludes all liabilities for any direct or indirect loss,
damage or other consequence (whether foreseeable or not) suffered by any person from the use of or
reliance on the content of this presentation, from refraining from acting because of anything contained
in or omitted from this presentation or otherwise arising in connection with it (including for negligence,
default, misrepresentation or by omission and whether arising under statute, in contract or equity or
from any other cause). To the maximum extent permitted by law, no Specified Person makes any
representation, recommendation or warranty, either express or implied, regarding the accuracy,
fairness, reliability, adequacy, reasonableness or completeness of, the information contained in this
presentation or in any further information, notice or other document which may at any time be
supplied in connection with the Bonds. You agree that you will not bring any proceedings against or
hold or purport to hold any Specified Person liable in any respect for this presentation or the
information in this presentation and waive any rights you may otherwise have in this respect.
Subject to any obligations that may arise under the Financial Markets Conduct Act 2013 , neither
Channel Infrastructure, the Arrangers or the Joint Lead Managers accept any responsibility or
obligation to inform you of any matter arising or coming to their notice, after the date of this
presentation, which may affect any matter referred to in this presentation.
NZX
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 this that can be complied with on or before the date of this
presentation have been complied with. However, the Bonds have not yet been approved for trading
and NZX accepts no responsibility for any statement in this presentation. NZX is a licensed market
operator and the NZX Debt Market is a licensed market, each regulated under the Financial Markets
Conduct Act 2013.
3
Important Notice and Disclaimer

Overview of the Offer
Issuer
•Channel InfrastructureNZ Limited (Channel Infrastructure)
Description
•Unsecured,unsubordinated, fixed rate bonds
Offer amount
•Up to NZ$100m plus oversubscriptions of up to NZ$25m (at Channel Infrastructure’s discretion)
Use of proceeds
•The net proceeds of this Offer are to be applied towards repaying a portion of Channel Infrastructure’s existing bank debt
and will also provide diversification of funding that aligns with an infrastructure business
Term
•5 years (maturing 20 May 2027)
Interest
•The Bonds will pay a fixed rate of interest until the Maturity Date
Quotation
•NZX Debt Market under the ticker CHI020
Credit rating
•Unrated
Joint Lead Managers
•BNZ, Forsyth Barr and Jarden
4

Business
Summary

About Channel Infrastructure
Owns critical
infrastructure – jetty on
the deep-water harbour,
storage tanks, and
the 170-kilometre
pipeline from Marsden
Point to Auckland
Receives, stores, tests
and distributes fuel
imported and owned by
its customers
Listed on the NZX Main
Board and has
Subordinated Notes
quoted on the NZX Debt
Market
The Import Terminal
System is expected to
handle between 3 and
3.5 billion litresof
transport fuels annually
The pipeline delivers fuel
to Auckland at one tenth
of the emissions
compared to transport
by road
Long-term contracts
with bp, Mobil and Z
Energy
Distributes fuels to the
Northland and Auckland
markets and all of the jet
fuel to the Auckland
International Airport
(AIA)
The largest import
terminal in New Zealand
Our first Sustainability
Report outlines its
contribution to the
Northland community
and support of the
decarbonisationof New
Zealand’s transport
sector
Auckland
supplied via the
Marsden Point to
Auckland pipeline
6
170 km
Marsden Point to
Auckland pipeline

Critical infrastructure delivering projected stable earnings through long-term
customer agreements
Business overview
Note : the Truck Loading Facility (TLF) and Wiri Terminal end-delivery points do
not form part of the Import Terminal System (ITS) assets owned by Channel
Infrastructure

Ownershipof critical infrastructure

Long-termcustomer contracts

Projected stable earnings andcash flows

Strong balance sheet

Supporting New Zealand’s decarbonisation

Focused growth strategy
7
MARSDEN POINT
TO AUCKLAND
PIPELINE

Fundamental change in business and financial risk profiles
Significantly lower earnings volatility
•Fixed fee components, take or pay protection and lower operating expenses
•Removed significant exposure to refinery margins and US$ exchange rate
Lower operational risk and capital intensity
•Lower operational risk with less complex and hazardous operations
•Significantly reduced on-going maintenance capex requirements
Reduced energy cost and carbon exposure
•Significantly lower carbon emissions
•Reduced exposure to high costs of electricity and gas
8

Ownership of critical infrastructure
•New Zealand’s largest transport fuels storage terminal
•c.180 ML of shared capacity under the Terminal Services
Agreements
•C.100 ML of contracted additional, dedicated private
storage
•Potential 50-70 ML of further strategic storage and
additional storage requirements from bio-fuel mandate
•Supplies the Auckland and Northland markets, which make up
c.40% of New Zealand’s fuel demand
•Supply of petrol and diesel to Auckland via the pipeline has one
tenth of the emissions of the equivalent delivery of fuel via road
•Supplies all of the jet fuel distributed to Auckland International
Airport
•Jet fuel is forecast to recover to ‘pre-COVID’ levels and then
to return to historical trends linked to GDP and wealth
metrics
•Tourism expected to underpin long-term asset utilisation
Highly efficient infrastructure supplying the Auckland and Northland markets
Mid-case demand scenario developed by Hale & Twomey. Includes some supply from Wiri into the Waikato.
Auckland and Northland Product Demand (Million Litres)
9

-
20
40
60
80
100
120
Fixed FeeTake-or-payPrivate Storage
Long-term customer contracts
•10-year customer contracts with fixed and minimum fee
components, and third-party access to unutilisedcapacity after 1
April 2025 incentivising utilisation
•Higher take or pay commitments ($90-100m pa ‘real’ over the first
6 years) and ‘fixed’ private storage revenue support debt funding
of conversion project costs and allow for recovery in jet demand
from COVID-19 impacts
•Expected average revenue from terminal and private storage
services of c.$105m p.a. (‘real’) over the initial 10-year contract
term
•Fees under Terminal Services and Private Storage Agreements
are subject to PPI
[1]
based indexation, which provides protection
in an inflationary environment
[1] Indexation effective 1 January each year based on the cumulative percentage change in the Producer’s Price Index (PPI) (Outputs) “All Industries” for the 12 monthly period ending 30 September of the prior
year. First adjustment 1 January 2023 based on PPI from 1 April to 30 September 2022
Contracts underpinning revenue certainty
and providing inflation protection
$45m
fixed fee
$40m
fixed fee
$100m TOP
$90m TOP
$65m TOP
Private Storage
10
Fixed Fee and Take-or -pay Fee (before annual price indexation adjustments) ($m)
$35m
fixed fee

($m)
Terminal and other revenue
[3]
116 – 120
Operating costs
[4]
36 –40
Normalised EBITDA
[5]
76 –84
Financing costs
[6]
15 –18
Income tax payableNil
Projected stable earnings and cash flows
Indicative FY23 Financial metrics
(in nominal terms,
includes contracted private storage)
•Stable earnings and significant cash flow generation from critical
infrastructure assets
•Significant benefit of tax losses, including existing tax losses of $70m as
at 31 December 2021, and estimated additional $350-400m of tax losses
following conversion
•Terminal capital expenditure
[2]
expected to be in the range of $5-12
million per annum over the initial contract term (including private
storage).
•Proposed dividend policy of 60-70% of normalised Free Cash Flow
expected to commence 1-2 years from conversionand after Net Debt to
EBITDA reduces to below 4.5x
[1]
•The proposed dividend policy supports deleveraging to target 3x to 4x
Net Debt to EBITDA consistent with investment grade rating
[1] The dividend policy is subject to the Board’s due consideration of the Company’s medium term asset
investment programme; a sustainable financial structure for Channel Infrastructure, recognisingthe
targeted investment grade rating; and the risks from short and medium term economic and market
conditions and estimated financial performance
[2] Import terminal capital expenditure over the initial 10-year contract term, excluding growth and one-
off conversion capital
[3] Revenue includes terminal fees, private storage fees, revenue from Wiri terminal lease (expiring in
2025) and revenue from laboratory testing services (IPL)
[4] Operating costs exclude one-off conversion operating costs
[5] Normalised EBITDA excludes one-off conversion costs
[6] Based on current financing arrangements, hedged positions and current 90-day bank bill rate
High cash yielding business, with significant tax
losses and low maintenance capex
11

Optimis ationcontinued towards
infrastructure-like balance sheet
Strong balance sheet
($m)FY21FY20
Cash1643
Receivables and inventory148175
Current assets164218
Property, plant and equipment869882
Intangibles & other non-currents4233
Deferred tax assets8235
Total assets1,1571,168
Trade and other payables156164
Employee benefits1011
Provisions87-
Current liabilities253175
Borrowings200275
Employee benefits & other1049
Provisions988
Deferred tax liabilities10197
Total liabilities662604
Net assets495564
The above summarised balance sheet, should be read in conjunction with the FY21
Financial Statements, available at https://channelnz.com/investor-centre/
Assets
•Import terminal assets revalued to ‘fair value’ based on
independent valuation
•Further asset optimisation opportunities – surplus land and
refining units
•Benefit of available tax losses
Liabilities
•Provisions recognisedfor the cost of refinery shutdown,
decommissioning, and future demolition
•Reduction in employee benefits through pension and medical plan
cash-out offers
Net assets
•Net assets equivalent to $1.33 per share as at 31 December 2021
following asset revaluation
12

•Significant headroom available to fund conversion project costs
•Committed facilities of $370m with c.$200m of liquidity
headroom, no significant maturities in next 18 months
•$150m of the Company’s drawn debt is fixed, with additional
forward start swaps in place
[1]
•The conversion cost budget ($200-220m) and private storage tank
upgrade budget ($45-50m) include contingency, and the spend
continues to track to plan
•Bond proceeds will be used to repay a portion of bank debt, and will:
•Enhance diversification of funding – increases non-bank
funding to c.47%
[2]
•Extend tenor –weighted average debt term increases to 5.1
[2]
years (from 4.1 years)
•Increase financial flexibility
Significant headroom and no near-term maturities
Strong balance sheet (cont’d)
Debt Maturity Profile
[1] Forward start swaps of $40m starting on January 2023
[2] Assuming a retail bond issue of $100m is used to reduce the bank facility limits by an equivalent amount.
[3] Subordinated notes mature on 1 March 2034, if not redeemed earlier at election dates being 1 March 2024 or 1 March 2029.
Debt maturity profile – April 2022 (pre-bond issuance)
13
75
-
50
75
40
70
60
0
25
50
75
100
125
150
0 - 1 year1 - 2 years2 - 3 years2034
$m
Subordinated notes [3]Drawn bank facilitiesUndrawn bank facilities

Terminal conversion project
•Tracking to plan with $20m spent to 31
March 2022
•Refinery shutdown completed safely and
to plan
•Import terminal in operation since April
•Two months of intensive
decommissioning activities commenced
Successfully commenced import terminal operations
on 1 April 2022
Conversion execution tracking to plan
Private storage
•Private storage tanks not requiring
conversion work already in
operation
•Remaining tanks to be
commissioned through 2022 and
H1 2023
Terminal conversion: $200-220m
Private storage: $45-50m
Demolition: c.$50m
14

Supporting New Zealand’s decarbonisation
Delivering
a material
reduction in NZ
emissions
Future
decarbonisation
of NZ transport
fuels
•Our support of decarbonisationof NZ’s economy mapped out in our first
Sustainability Report, with measurable objectives:
•Target to have at least 90% of employees seeking new employment finding new
roles or retraining within 6 months
•Net Zero Scope 1 and 2 emissions by 2030
•Our infrastructure is utilisedto support the decarbonisationof transport sector
and facilitate customer Scope 3 emissions reduction by 2030
•Reporting aligned with Taskforce on Climate-related Financial Disclosures (TCFD)
standards, more than a year ahead of mandatory reporting commencing in 2023
•In the near term, conversion delivers a98%reduction in the Company’s 2019 carbon
emissions, equivalent toover 1 million tonnesCO
2
p.a.
•85% reduction in electricity consumption and no natural gas requirements
•The Marsden Point to Auckland pipeline remains thelowest available emissions
routefor delivering fuel to the Auckland market
[1] Reference: Transitioning to a low-emissions and climate-resilient future: emissions reduction plan discussion document
(https://environment.govt.nz/publications/emissions-reduction-plan-discussion-document/). The Company’s emissions are expected to reduce by
c. 3.5MT over the 2022 -2025 budget period.
Conversion delivers around a third of New Zealand’s first emission reduction budget
[1]
0
200
400
600
800
1,000
1,200
Direct emissions (ktCO
2
)
Scope 1Scope 2
Full
refinery
(2019)
Simplified
refinery
(2021)
Import
terminal
98%
15

A focused growth strategy
Flexibly developing
Marsden Point as an
energy hub for the
north of New Zealand
•Strategic fuel storage
•Growth in electricity
•Other imports
•Transition to imports, production, storage
of future fuels –biofuels, sustainable
aviation fuels, hydrogen
Leveraging
independent operator
capabilities across a
broader asset base
•Specialist infrastructure owner
and operator
•Reduced cost of capital
•Operational synergies
Well positioned to support New Zealand’s changing fuel needs
16

Bond Offer

Key Terms
Issuer
•Channel InfrastructureNZ Limited
Description
•Unsecured,unsubordinated, fixed rate bonds
Offer amount
•Up to $100m (with the ability to accept oversubscriptions of up to an additional $25m at Channel Infrastructure’s discretion)
Term
•5 years maturing on 20 May 2027
Ranking
•On a liquidation of Channel Infrastructure, each Bond will rank:
—behind any secured liabilities and liabilities which are preferred by law;
—equally with other Bonds and equal ranking obligations including the lenders bank debt and all other unsecured,
unsubordinated obligations, including trade creditors; and
—ahead of holders of subordinated debt (including the Subordinated Notes) and ahead of Shareholders
Guarantee
•The Bonds will be guaranteed by the guarantors under the Negative Pledge Deed. As at the date of the PDS, Channel
Terminal Services Limited is the only Guarantor
Interest Rate
•Set following the bookbuild at the sum of the Swap Rate and the Issue Margin or, if greater, the minimum Interest Rate
•The indicative Issue Margin and minimum Interest Rate will be announced via NZX on or about 6 May 2022
Financial covenants
•Interest Cover Ratio: EBITDA not less than 2.5x Net Interest Expense on two successive semi-annual test dates
•Gearing Ratio: Net Debt to Net Debt plus Equity not to exceed 60%
•The first test date is 31 December 2022
Purpose
•The net proceeds to be applied towards repaying a portion of Channel Infrastructure’s existing bank debt and to also provide
diversification of funding that aligns with an infrastructure business
18

Key Terms
Minimum application
amount
•Minimum application of $5,000 with multiples of $1,000 thereafter
Brokerage
•0.50% on firm allocations plus 0.50% brokerage
Quotation
•Application has been made for the Bonds to be quoted on the NZX Debt Market under the ticker CHI020.
Credit rating
•Unrated
Opening Date
•Friday, 6 May 2022
•The minimum Interest Rate and indicative Margin will be determined and announced on this date.
ClosingDate
•Friday, 13 May 2022 at 11.00am NZT
Rate Set Date
•Friday, 13 May 2022
Issue Date
•Friday, 20 May 2022
Expected Date of initial
quotation and trading
•Monday, 23 May 2022
Interest Payment Dates
•Interest will be paid quarterly in arrear in equal amounts on 20 February, 20 May, 20 August and 20 November in each year,
with the first payment on 22 August 2022 (being the first Business Day following the first interest payment date)
MaturityDate
•Thursday, 20 May 2027
19

Questions

Supplementary
Information

A long-term sustainable operating model with strong aspirations for growth
22
22

Our transition
23

Our transition roadmap
24

---

channelnz.com


NZX RELEASE

28 April 2022

Channel Infrastructure lodges product disclosure statement
for unsecured, unsubordinated, fixed rate bond offer
Channel Infrastructure NZ Limited ("Channel Infrastructure") today announces an offer of unsecured,
unsubordinated, fixed rate bonds.

Channel Infrastructure is offering up to $100 million (with the ability to accept oversubscriptions of up to an
additional $25 million at Channel Infrastructure’s discretion) of 5 year, unsecured, unsubordinated, fixed rate
bonds maturing on 20 May 2027 ("Bonds") to investors resident in New Zealand and institutional investors.
There is no public pool for the Bonds, with all of the Bonds under the Offer being reserved for clients of the
joint lead managers and other approved financial intermediaries.

The transition to Channel Infrastructure on 1 April 2022 with its ownership of critical infrastructure and long-
term contracts represents a fundamental reset in our business and financial risk profile. The net proceeds
from this offer are to be applied towards repaying a portion of Channel Infrastructure’s existing bank debt
and will also provide diversification of funding that aligns with an infrastructure business.

The offer is expected to open on Friday, 6 May 2022 and to close on Friday, 13 May 2022 at 11am (New
Zealand time). The interest rate is expected to be set following a bookbuild process and announced to the
market on or about 13 May 2022. Channel Infrastructure has appointed Bank of New Zealand (“BNZ”) and
Forsyth Barr Limited (“Forsyth Barr”) as joint arrangers, and BNZ, Forsyth Barr and Jarden Partners
Limited, as joint lead managers in relation to the offer.

This offer is being made in accordance with the Financial Markets Conduct Act 2013 and the Bonds are
expected to be quoted on the NZX Debt Market. Details of the offer are contained in the product disclosure
statement (“PDS”) which was lodged with the Registrar of Financial Service Providers today, 28 April 2022.
The PDS is available on www.channelnz.com/investor-centre/bonds or by contacting a joint lead manager
and must be obtained by investors before they decide to acquire any Bonds.

Copies of the PDS, Channel Infrastructure’s investor presentation and indicative terms sheet are also
attached and available through www.channelnz.com/investor-centre/bonds.

Interested investors should contact a joint lead manager as listed below, or their usual financial advice
provider, for more details.

For further information please contact:

channelnz.com
Joint Arranger and Joint Lead Manager
Bank of New Zealand




Phone: 0800 284 017

Joint Arranger and Joint Lead Manager

Forsyth Barr




Phone: 0800 367 227

Joint Lead Manager

Jarden Securities Limited



Phone: 0800 005 678

- ENDS -
Authorised by:
Chris Bougen
General Counsel and Company Secretary

Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com
+64 21 02363 297

channelnz.com

About Channel Infrastructure NZ
Channel Infrastructure is New Zealand’s leading fuel infrastructure company.
Channel Infrastructure owns critical infrastructure, supplying the Northland and Auckland markets, which
make up 40% of New Zealand’s fuel demand and all of the jet fuel to the Auckland International
Airport. Utilising the deep-water harbour and jetty infrastructure at Marsden Point, as well as 280 million
litres of storage tanks, and the 170-kilometre pipeline from Marsden Point to Auckland we receive, store, test
and distribute fuel owned by our customers. Channel Infrastructure’s wholly-owned subsidiary, Independent
Petroleum Laboratories, provides fuel quality testing services at Marsden Point and around New Zealand.
Channel Infrastructure is well positioned to support New Zealand’s changing future fuel needs, with growth
opportunities at the Marsden Point site including additional fuel storage to support fuel security, renewable
electricity supply through the Maranga Ra solar project, and work underway with customers and partners on
biofuel and hydrogen opportunities.
For more information on Channel Infrastructure, please visit: www.channelnz.com

---

Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand
28 April 2022
Dear Shareholder,
Channel Infrastructure launches unsecured, unsubordinated, fixed
rate bond offer
As a shareholder of Channel Infrastructure NZ Limited (“Channel Infrastructure”), we are pleased to notify you that
we have announced details of an offer (“Offer”) of 5-year, unsecured, unsubordinated, fixed rate bonds (“Bonds”) to
investors resident in New Zealand and institutional investors.
Channel Infrastructure is offering up to $100 million, with the ability to accept oversubscriptions of up to an additional
$25 million at Channel Infrastructure’s discretion. The net proceeds from this Offer are to be applied towards repaying
a portion of Channel Infrastructure’s existing bank debt and will also provide diversification of funding that aligns with
an infrastructure business.
If you are interested in getting advice in respect of participating in the Offer, please get in touch with your financial
advice provider or a joint lead manager listed below. There is no public pool for the Bonds as the Bonds are set aside
for clients of the joint lead managers and other approved financial intermediaries. This means you cannot apply for
Bonds directly through us.
The Offer is expected to open on Friday, 6 May 2022 and to close on Friday, 13 May 2022 at 11am (New Zealand
time). The interest rate is expected to be set following a bookbuild process and announced to the market on or about
Friday, 13 May 2022. Channel Infrastructure has appointed Bank of New Zealand (“BNZ”) and Forsyth Barr Limited
(“Forsyth Barr”) as joint arrangers, and BNZ, Forsyth Barr and Jarden Securities Limited as joint lead managers to
the Offer.

Details of the Offer are contained in the product disclosure statement (“PDS”), which has been lodged with the
Registrar of Financial Service Providers on 28 April 2022 and is available at www.channelnz.com/investor-
centre/bonds or by contacting a joint lead manager. The PDS must be obtained by investors before they decide to
acquire any Bonds. This Offer is being made in accordance with the Financial Markets Conduct Act 2013. The Bonds
are expected to be quoted on the NZX Debt Market.

The transition to Channel Infrastructure on 1 April 2022, with its ownership of critical infrastructure and long-term
contracts, represents a fundamental reset in our business and financial risk profile. This reset has been underpinned
by the confidence and support of our investors. Channel Infrastructure is passionate about playing its part to keep
Aotearoa moving today and we are looking forward to our business continuing to play a critical role as we transition
to a lower-carbon future.

Thank you for your support of Channel Infrastructure.

Yours sincerely

Simon Allen
Chairman
Channel Infrastructure NZ Limited

Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand
For further information please contact:

Joint Arranger and Joint Lead Manager
Bank of New Zealand



Phone: 0800 284 017
Joint Arranger and Joint Lead Manager
Forsyth Barr



Phone: 0800 367 227

Joint Lead Manager
Jarden Securities Limited

Phone: 0800 005 678

Channel Infrastructure
Authorised by:
Chris Bougen, General Counsel and Company Secretary

Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com
+64 21 02363 297

---

Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand
28 April 2022
Dear Noteholder,
Channel Infrastructure launches unsecured, unsubordinated, fixed
rate bond offer
As a noteholder of Channel Infrastructure NZ Limited (“Channel Infrastructure”), we are pleased to notify you that
we have announced details of an offer (“Offer”) of 5-year, unsecured, unsubordinated, fixed rate bonds (“Bonds”) to
investors resident in New Zealand and institutional investors.
Channel Infrastructure is offering up to $100 million, with the ability to accept oversubscriptions of up to an additional
$25 million at Channel Infrastructure’s discretion. The net proceeds from this Offer are to be applied towards repaying
a portion of Channel Infrastructure’s existing bank debt and will also provide diversification of funding that aligns with
an infrastructure business.
If you are interested in getting advice in respect of participating in the Offer, please get in touch with your financial
advice provider or a joint lead manager listed below. There is no public pool for the Bonds as the Bonds are set aside
for clients of the joint lead managers and other approved financial intermediaries. This means you cannot apply for
Bonds directly through us.
The Offer is expected to open on Friday, 6 May 2022 and to close on Friday, 13 May 2022 at 11am (New Zealand
time). The interest rate is expected to be set following a bookbuild process and announced to the market on or about
Friday, 13 May 2022. Channel Infrastructure has appointed Bank of New Zealand (“BNZ”) and Forsyth Barr Limited
(“Forsyth Barr”) as joint arrangers, and BNZ, Forsyth Barr and Jarden Securities Limited as joint lead managers to
the Offer.

Details of the Offer are contained in the product disclosure statement (“PDS”), which has been lodged with the
Registrar of Financial Service Providers on 28 April 2022 and is available at www.channelnz.com/investor-
centre/bonds or by contacting a joint lead manager. The PDS must be obtained by investors before they decide to
acquire any Bonds. This Offer is being made in accordance with the Financial Markets Conduct Act 2013. The Bonds
are expected to be quoted on the NZX Debt Market.

The transition to Channel Infrastructure on 1 April 2022, with its ownership of critical infrastructure and long-term
contracts, represents a fundamental reset in our business and financial risk profile. This reset has been underpinned
by the confidence and support of our investors. Channel Infrastructure is passionate about playing its part to keep
Aotearoa moving today and we are looking forward to our business continuing to play a critical role as we transition
to a lower-carbon future.

Thank you for your support of Channel Infrastructure.

Yours sincerely

Simon Allen
Chairman
Channel Infrastructure NZ Limited

Port Marsden Highway, Ruakaka, Northland 0171 +64 9 432 8311 corporate@channelnz.com channelnz.com
Private Bag 9024, Whangarei 0148, New Zealand
For further information please contact:

Joint Arranger and Joint Lead Manager
Bank of New Zealand



Phone: 0800 284 017
Joint Arranger and Joint Lead Manager
Forsyth Barr



Phone: 0800 367 227

Joint Lead Manager
Jarden Securities Limited

Phone: 0800 005 678

Channel Infrastructure
Authorised by:
Chris Bougen, General Counsel and Company Secretary

Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com
+64 21 02363 297