Chorus EMTN tender offer – settlement completed

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

Email: company.secretary@chorus.co.nz






STOCK EXCHANGE ANNOUNCEMENT

9 September 2022

Chorus EMTN tender offer – settlement completed

Please find attached:

• an announcement regarding the completed settlement of Chorus’ Tender Offer
for the EUR500m 1.125% notes due 18 October 2023;
• ASX Appendix 3H – cancellation of securities.

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

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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.
9 September 2022
Chorus Limited
(incorporated with limited liability in New Zealand)

(the "Offeror")
Settlement of the Tender Offer by the Offeror in respect of the 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 ASX announcements of the Offeror dated 25 August 2022 and 7
September 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 Offeror is pleased to announce that the Financing Condition has been satisfied and the
settlement of the Tender Offer was completed on 8 September 2022.
Following settlement of the Tender Offer, EUR 291,222,000 in aggregate principal amount of
the Notes were purchased and redeemed by the Offeror on 8 September 2022 and cancelled
pursuant to the terms and conditions of the Notes. EUR 208,778,000 in aggregate principal
amount of the Notes remain outstanding.

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Notification of cessation of +securities
Notification of cessation of +securities
1 / 4
Announcement Summary
Entity name
CHORUS LIMITED
Announcement Type
New announcement
Date of this announcement
Friday September 09, 2022
Details of +securities that have ceased
ASX +security
codeSecurity description
Number of
+securities that
have ceased
The +securities have
ceased due to
Date of
cessation
CNUHA1.125% NOTES MAT
18-OCT-2023 MIN CONS
$5HT NC
29,122Cancellation by agreement
between the entity and the
holder
08/09/2022
Refer to next page for full details of the announcement

Notification of cessation of +securities
Notification of cessation of +securities
2 / 4
Part 1 - Announcement Details
1.1 Name of +Entity
CHORUS LIMITED
We (the entity named above) provide the following information about our issued capital.
1.2 Registered Number Type
ARBN
Registration Number
152485848
1.3 ASX issuer code
CNU
1.4 The announcement is
1.5 Date of this announcement
9/9/2022
New announcement

Notification of cessation of +securities
Notification of cessation of +securities
3 / 4
Part 2 - Details of +equity securities or +debt securities that have ceased
ASX +Security Code and Description
CNUHA : 1.125% NOTES MAT 18-OCT-2023 MIN CONS $5HT NC
Quoted +equity securities or +debt securities that have ceased
Number of securities that have ceased
29,122
Reason for cessation
Cancellation by agreement between the entity and the holder
Date of cessation
8/9/2022
Is the entity paying any consideration for the cessation?
In what currency is the consideration
being paid?
EUR - Euro
Consideration amount per +security paid by the entity for the cessation
EUR 10,020.410000000000
Any other information the entity wishes to notify to ASX about the cessation?
Cancellation of the notes is the result of a tender by the entity for any and all of the 2023 notes held by 'qualifying holders'
for purchase by the entity for cash. EUR 291,222,000 worth of the 2023 notes were purchased and cancelled. Based on
the ASX face value for the 2023 notes of EUR 10,000, the number of notes to be cancelled should be 29,122.2 (rather
than the whole number required above of 29,122), and the number of 2023 notes remaining on issue should be 20,877.8.
Yes

Notification of cessation of +securities
Notification of cessation of +securities
4 / 4
Part 3 - Issued capital following changes
Following the cessation of the +securities the subject of this notification, the issued capital of the entity will
comprise:
3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
CNU : ORDINARY FULLY PAID FOREIGN EXEMPT NZX446,512,440
CNUHB : 0.875% NOTES MAT 05-DEC-2026 MIN CONS $5HT NC30,000
CNUHA : 1.125% NOTES MAT 18-OCT-2023 MIN CONS $5HT NC20,878
3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
CNUAM : WARRANT EXPIRING VARIOUS DATES EX VARIOUS PRICES15,138,187
CNUAK : DEBT SECURITY CIP1462,052,071
CNUAI : EQUITY SECURITY CIP2306,423,177
CNUAO : DEBT SECURITY CIP228,650,952
CNUAN : EQUITY SECURITY CIP1462,052,071
Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by
ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in
ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class
of +security in Part 2 of this form.