Chorus EMTN tender offer – results

Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand

Email: company.secretary@chorus.co.nz






STOCK EXCHANGE ANNOUNCEMENT

7 September 2022

Chorus EMTN tender offer - results

Please find attached an announcement regarding the results of Chorus’ Tender Offer for
the EUR500m 1.125% notes due 18 October 2023.

Authorised by:
Andrew Carroll
Chief Financial Officer (acting)

ENDS

For further information:

Andrew Hopkinson
Treasurer
Mobile: +64 (27) 249 5678
Email: Andrew.Hopkinson@chorus.co.nz

Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: Brett.Jackson@chorus.co.nz

---

- 1 -


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES
(EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")) OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not, does not form part of and should not be construed as an offer of
securities for sale in the United States. Neither this announcement nor any copy hereof may be
taken into or distributed, directly or indirectly, in or into the United States. The securities and
guarantee thereof referred to herein have not been and will not be registered under the
Securities Act or laws of any state of the United States or other jurisdiction, and may not be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act. No public offering of securities will be made in
the United States.
This announcement is for information purposes only and is not an offer to purchase and does
not constitute an invitation or solicitation to sell any securities. The distribution of this
announcement and the distribution of the Tender Offer Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession this announcement or the Tender
Offer Memorandum comes are required to inform themselves about and to observe any such
restrictions. Please refer to “Offer and Distribution Restrictions” in the Tender Offer
Memorandum for further details.
7 September 2022
Chorus Limited
(incorporated with limited liability in New Zealand)

(the "Offeror")
Results of the Tender Offer by the Offeror to the Qualifying Holders of the outstanding
EUR 500,000,000 1.125 per cent. notes due 2023 (ISIN: XS1505890530) (the "Notes")
issued by the Offeror and guaranteed by Chorus New Zealand Limited
Reference is made to the announcement of the Offeror dated 25 August 2022 in relation to the
invitation by the Offeror to the Qualifying Holders to tender any and all Notes held by such
Qualifying Holders for purchase by the Offeror for cash (the "Tender Offer") on the terms and
subject to the conditions contained in the Tender Offer Memorandum dated 25 August 2022
(the "Tender Offer Memorandum"). Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Tender Offer expired at 4:00 p.m. (London time) on 5 September 2022 ("Expiration
Deadline").
The pricing of the Tender Offer took place at or around 10:00 a.m. (London time) on 6
September 2022. The results are as follows:

- 2 -


Aggregate
principal amount
of Notes validly
tendered and
accepted for
purchase
Interpolated Mid-
Swap Rate
Fixed Purchase
Spread Purchase Price
Accrued
Interest
Payment
Aggregate
principal amount
of Notes that will
remain outstanding
after the
Settlement Date
EUR 291,222,000 1.907 per cent. -5 basis points 99.202 per cent

EUR 10.02 per
EUR 1,000
principal amount
of Notes
EUR 208,778,000

As at the Expiration Deadline, EUR 291,222,000 in aggregate principal amount of the Notes
have been validly tendered pursuant to the Tender Offer. Subject to the closing of the issue of
the New Notes (as defined below), the Offeror has decided to accept all Notes validly tendered
pursuant to the Tender Offer.
On 5 September 2022, the Offeror, Chorus New Zealand Limited as the guarantor and
Citigroup Global Markets Limited, HSBC Bank plc and MUFG Securities Asia Limited as
joint lead managers entered into a subscription agreement in connection with the proposed
issue of EUR 500,000,000 3.625 per cent. guaranteed notes due 2029 (the "New Notes").
Subject to the closing of the issue of the New Notes, the Settlement Date in respect of the Notes
accepted for purchase pursuant to the Tender Offer is expected to be on or about 8 September
2022. Notes purchased by the Offeror pursuant to the Tender Offer will be cancelled by the
Offeror.
Copies of any announcements, press releases and notices in connection with the Tender Offer
can be obtained upon request from the Tender and Information Agent and will be available via
the Offer Website: https://deals.is.kroll.com/chorus.
Citigroup Global Markets Limited, HSBC Bank plc and MUFG Securities Asia Limited are
acting as Dealer Managers for the Tender Offer and Kroll Issuer Services Limited is acting as
Tender and Information Agent. For detailed terms of the Tender Offer please refer to the Tender
Offer Memorandum which (subject to distribution restrictions) can be obtained from the
Tender and Information Agent using the details below.

- 3 -


CONTACT INFORMATION
Qualifying Holders who have questions regarding the Tender Offer, may contact the Tender
and Information Agent or the Dealer Managers.
DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom

Attn: Liability Management Group
Tel: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com

HSBC Bank plc
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom

Attn: Liability Management Group
Tel: +44 20 7992 6237 (London) /
+852 3941 0223 (Hong Kong)
Email: liability.management@hsbcib.com

MUFG Securities Asia Limited
11/F, AIA Central
1 Connaught Road Central
Hong Kong

Attn: Liability Management Group
Tel: +33 1709 14279 / +61 28598 1801
Email: liability.management@mufgsecurities.com


Requests for documents in relation to the Tender Offer should be directed to the Information
and Tender Agent.
THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited

In London
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

In Hong Kong
3
rd
Floor, Three Pacific Place
1 Queen’s Road East
Admiralty
Hong Kong
Attn: Mu-yen Lo / Harry Ringrose
Tel: +44 20 7704 0880 / +852 2281 0114
Offer Website: https://deals.is.kroll.com/chorus
Email: chorus@is.kroll.com

- 4 -


DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect to the Tender Offer. If any
Qualifying Holder is in any doubt as to the action it should take, it is recommended to seek its
own financial advice, including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial adviser.
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this announcement or the
Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers
and the Tender and Information Agent to inform themselves about and to observe, any such
restrictions. Nothing in this announcement or in the Tender Offer Memorandum constitutes an
offer to sell or the solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction.