Bond Offer Open and Indicative Issue Margin

NZX AND MEDIA RELEASE
12 September 2022

Bond Offer Open and Indicative Issue Margin

On Thursday, 1 September 2022, Napier Port Holdings Limited (Napier Port) announced its intention
to make an offer (Offer) of up to NZ$75 million (inclusive of the Shareholder Priority Offer and with
the ability to accept oversubscriptions of up to an additional NZ$25 million at Napier Port’s
discretion) of unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds) maturing on Thursday,
23 March 2028. Napier Port today announced the indicative issue margin and minimum interest rate
to be used in setting the interest rate to apply to the Bonds.

The interest rate for the Bonds will be set as the sum of the swap rate and the issue margin, subject
to a minimum interest rate of 5.25% per annum. The indicative issue margin range is 1.40% to 1.55%
per annum.

The margin and interest rate for the Bonds will be set following a bookbuild process, which is
expected to be completed on Friday, 16 September 2022 and will be announced via NZX.

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.

The Shareholder Priority Offer is now open and is expected to close on Thursday, 15 September
2022 at 12pm (New Zealand time). As detailed in the Product Disclosure Statement dated 1
September 2022 (PDS), Eligible Shareholders (as defined in the PDS) can apply online for the
Shareholder Priority Offer at napierport.bondoffer.co.nz.

Outside of the Shareholder Priority Offer, all of the Bonds (including any oversubscriptions) have
been reserved for clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries and institutional investors.

Full details of the Offer are contained in the PDS. The PDS is available at napierport.bondoffer.co.nz
or by contacting a Joint Lead Manager (details below) or investors’ usual financial advice provider.
Investors must obtain the PDS before they decide to acquire any Bonds.

A copy of the indicative terms sheet (updated for the indicative issue margin and minimum interest
rate set out above) is attached to this announcement and is also available through
napierport.bondoffer.co.nz.

For more information:

Joint Lead Managers: Authorised by:
Craigs: 0800 226 263 Kristen Lie
Forsyth Barr: 0800 367 227 Chief Financial Officer
Jarden: 0800 005 678 DD: +64 6 833 4405
Westpac: 0800 772 142 E: kristenl@napierport.co.nz

About Napier Port
Napier Port is New Zealand’s fourth largest port by container volume. We are the gateway for Hawke’s
Bay and lower North Island’s exports and operate a long-term regional infrastructure asset that
supports the regional economy. Our strategic purpose is to collaborate with the people and
organisations that have a stake in helping our region grow. View Napier Port’s investor centre:
www.napierport.co.nz/investor-centre/

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NAPIER PORT HOLDINGS LIMITED
INDICATIVE
TERMS SHEET
UNSECURED, UNSUBORDINATED,
FIXED RATE 5.5 YEAR BONDS MATURING
ON 23 MARCH 2028
12 SEPTEMBER 2022
JOINT LEAD MANAGERSARRANGER AND JOINT LEAD MANAGER

NAPIER PORT HOLDINGS LIMITED
UNSECURED, UNSUBORDINATED,
FIXED RATE 5.5 YEAR BONDS
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer by Napier Port Holdings Limited (Napier Port)
of up to NZ$75,000,000 (inclusive of the Shareholder Priority Offer and with the ability to accept oversubscriptions of up to
an additional NZ$25,000,000 at the discretion of Napier Port) of unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds)
maturing on Thursday, 23 March 2028. The Bonds will be issued under a master trust deed dated 30 August 2022 (as amended
from time to time) (Master Trust Deed) and supplemented by a supplemental deed dated 31 August 2022 (Supplemental
Trust Deed) entered into between Napier Port and Public Trust as supervisor (Supervisor) (together, the Trust Documents).
IMPORTANT NOTICE
This document gives you important information about this investment to help you decide whether you want to invest and should
be read together with the product disclosure statement (PDS) for the Bonds dated Thursday, 1 September 2022. There is other
useful information about this offer at www.disclose-register.companiesoffice.govt.nz, offer number 13364.
The PDS is also available at www.napierport.co.nz/investor-centre and can also be obtained from any Joint Lead Manager,

or your usual financial advice provider. Investors must obtain, and should read and carefully consider, a copy of the PDS before
they apply for Bonds.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the
Trust Documents.
IssuerNapier Port Holdings Limited (Napier Port).
Description of the
Bonds
Unsecured, unsubordinated, fixed rate 5.5 year bonds.
Issue amountUp to NZ$75,000,000 of Bonds (inclusive of the Shareholder Priority Offer and with the ability
to accept oversubscriptions of up to an additional NZ$25,000,000 at Napier Port’s discretion
(Offer).
The Offer is not underwritten and is not conditional on raising a minimum amount.
Shareholder Priority
Offer
Eligible Shareholders can apply for Bonds through the Shareholder Priority Offer.
The amount of the Bonds allocated in the Shareholder Priority Offer will be determined during

the bookbuild process by Napier Port in consultation with the Joint Lead Managers. 
Eligible Shareholders may apply for an allocation of Bonds in the Shareholder Priority Offer from
the Opening Date up until the Shareholder Priority Offer Closing Date.
There is no guarantee that a shareholder will receive all of the Bonds for which it has applied.
Napier Port may, in its absolute discretion, determine whether to accept or scale any application
without giving any reason.
Eligible Shareholder An Eligible Shareholder is a person who is recorded in the share register of Napier Port

as being a registered holder of a fully paid ordinary share in Napier Port as at 5:00pm on Friday,
9 September 2022, and whose address is either:
• recorded in the share register as being in New Zealand; or
• recorded in the share register as being in Australia and is an institutional shareholder.
Term and Maturity Date5.5 years, maturing on Thursday, 23 March 2028.
PDS registeredThursday, 1 September 2022.
Eligible Shareholder
record date
5:00pm, Friday, 9 September 2022.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 12 SEPTEMBER 2022 / 1

Opening DateMonday, 12 September 2022.
Shareholder Priority
Offer Closing Date
12:00pm, Thursday, 15 September 2022.
Closing Date12:00pm, Friday, 16 September 2022.
Rate Set DateFriday, 16 September 2022.
Issue Date and
Allotment Date
Friday, 23 September 2022.
Expected Date of initial
quotation and trading
of the Bonds on the
NZX Debt Market
Monday, 26 September 2022.
Issue price and
Principal Amount
NZ$1.00 per Bond, being the Principal Amount of each Bond.
Who may apply?There is no public pool for the Bonds. If you are an Eligible Shareholder you may apply for Bonds

in the Shareholder Priority Offer. In order to apply for Bonds as an Eligible Shareholder you will
need to follow the instructions in the PDS.
Outside of the Shareholder Priority Offer, 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 and institutional investors invited to participate in a Bookbuild
to be conducted by the Joint Lead Managers.
Napier Port may scale any application (including any application under the Shareholder Priority
Offer) at its discretion, but will not scale any application to below NZ$5,000 or to an amount that
is not a multiple of NZ$1,000. Napier Port reserves the right to accept or reject any application for
Bonds (including any application under the Shareholder Priority Offer) without giving any reason.
No credit ratingNapier Port and the Bonds will not be credit rated.
PurposeThe net proceeds of the Offer will be used to repay a portion of Napier Port’s existing debt and

for general corporate purposes. The Bonds will provide Napier Port with additional diversity
of funding and tenor.
SecurityThe Bonds are not secured against any assets of Napier Port or any other member of the Napier
Port Group.
GuaranteeThe Bonds will be guaranteed by the Guarantors under the Negative Pledge Deed dated 11 July
2019 (as amended from time to time). As at the date of this Term Sheet, the sole Guarantor is

Port of Napier Limited, a wholly owned subsidiary of Napier Port.
Pursuant to the terms of the Supplemental Trust Deed, Napier Port has agreed that the Total
Tangible Assets and EBITDA of the Guaranteeing Group will not be less than 90% of the Total
Tangible Assets and 90% of EBITDA of the consolidated Napier Port Group.
Ranking of BondsOn a liquidation of Napier Port, the Bonds will rank equally with Napier Port’s other unsecured and
unsubordinated obligations and will:
• rank after liabilities secured over assets (if any) of Napier Port and liabilities preferred by law;
• rank equally with all other unsecured and unsubordinated liabilities of Napier Port; and
• rank ahead of any subordinated liabilities and claims of shareholders.
On a liquidation of a Guarantor, the obligations of the Guarantor under the Negative Pledge Deed
will rank as unsecured and unsubordinated obligations of that Guarantor.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 12 SEPTEMBER 2022 / 2

Further indebtednessNapier Port may, without the consent of Bondholders, issue additional securities or incur other
debt obligations on such other terms and conditions as Napier Port may think fit.
Interest RateThe Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be the sum of the Issue Margin and the Swap Rate, but in any case will

not be less than the minimum Interest Rate of 5.25% per annum.
Issue MarginThe indicative range of the Issue Margin is 1.40% - 1.55% per annum. The final Issue Margin

may be above or below this indicative rate.
Swap RateThe mid-market swap rate for a term matching the period from the Issue Date to the Maturity Date,
as calculated by Napier Port in conjunction with the Joint Lead Managers on the Rate Set Date

in accordance with market convention, by reference to Bloomberg page ICNZ4 (or any successor
page) (rounded to 2 decimal places if necessary, with 0.005 rounded up).
Payment of interestInterest shall be paid quarterly in arrear on 23 March, 23 June, 23 September and 23 December
(each an Interest Payment Date) each year (or if that scheduled day is not a Business Day, the next
Business Day without adjustment, interest or further payment as a result thereof) until and including
the Maturity Date, with the first interest payment date being Friday, 23 December 2022.
Interest payments and
entitlements
Payments of interest on Interest Payment Dates will be of equal quarterly amounts. Any interest

on the Bonds payable on a date which is not an Interest Payment Date, will be calculated based
on the number of days in the relevant period and a 365-day year.
On Interest Payment Dates, interest will be paid to the person registered as the Bondholder

as at the record date immediately preceding the relevant Interest Payment Date.
The record date for interest payments is 5:00pm on the date that is 10 days before the relevant
scheduled 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.
Financial covenantThe Supplemental Trust Deed contains the following financial covenant:
• the ratio of Total Debt of the Napier Port Group to EBITDA of the Napier Port Group shall not
exceed 4.50 times on each semi-annual test date.
An Event of Default occurs if on two successive semi-annual test dates this covenant is breached,
subject to a grace period of 20 Business Days. The first test date for this financial covenant will

be on Friday, 30 September 2022.
Negative Pledge DeedThe Negative Pledge Deed contains a negative pledge which provides that Napier Port 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. Napier Port 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 10% of the Total Tangible Assets of the consolidated Napier
Port Group.
Early redemptionNeither you nor Napier Port are able to redeem the Bonds prior to the Maturity Date. However,
Napier Port may be required to repay the Bonds early if there is an Event of Default (as described
in the PDS).
BrokerageApplicants are not required to pay brokerage or other charges to Napier Port in relation to
allocations under the Offer.
Napier Port will pay brokerage of 0.50% on Bonds allotted to retail investors only and a firm fee
of 0.25% on firm allotments. No brokerage or firm fees will be paid on allotments made in the
Shareholder Priority Offer.
ISINNZNPHD0010L9
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 12 SEPTEMBER 2022 / 3

Quotation on the NZX
Debt Market
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 have been complied with. However, the Bonds have not
yet been approved for trading and NZX accepts no responsibility for any statement in this Terms
Sheet. NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the Financial Markets Conduct Act 2013.
NZX Ticker code NPH010 has been reserved for the Bonds.
If you wish to sell your Bonds on the NZX Debt Market, after confirming your allocation, you must
contact a Primary Market Participant or your financial adviser. Your financial adviser will be able
to advise you as to 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.
Minimum application
amount and minimum
holding
NZ$5,000 and multiples of NZ$1,000 thereafter.
Transfer restrictionsNapier Port 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 NZ$5,000 (if not zero) or if the transfer is not in multiples of NZ$1,000.
Repo eligibilityThe Bonds are not eligible securities for Domestic Market Operations.
Governing lawNew Zealand.
ArrangerCraigs Investment Partners Limited.
Joint Lead ManagersCraigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).
Supervisor Public Trust.
Securities RegistrarLink Market Services Limited.
Selling restrictionsThe Bonds may only be offered for sale or sold in compliance with all applicable laws and
regulations in New Zealand and in any other jurisdiction in which they are offered, sold or delivered.
Specific selling restrictions for Australia are set out in the PDS.
No action has been or will be taken by Napier Port which would permit an offer of Bonds,

or possession or distribution of any offering material, in any country or jurisdiction (including
Australia) where action for that purpose is required (other than New Zealand).
No person may purchase, offer, sell, distribute or deliver Bonds, or have in their possession,
publish, deliver or distribute to any person, any offering material or any documents in connection
with the Bonds, in any jurisdiction other than in compliance with all applicable laws and regulations.
By purchasing Bonds or otherwise acquiring any Bonds, each Bondholder agrees to indemnify
Napier Port, the Arranger, the Joint Lead Managers, the Supervisor and the Securities Registrar
and their respective directors, officers, employees and agents in respect of any loss, cost,
damages, liability or expense sustained or incurred by any of them as a result of the breach

by the Bondholder of these selling restrictions.
NAPIER PORT – TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 12 SEPTEMBER 2022 / 4

OTHER INFORMATION
The dates set out in this Terms Sheet are indicative only and subject to change. Napier Port may in its absolute discretion and
without notice, determine to vary the timetable for the Offer (including by opening or closing the Offer early, accepting late
applications and extending the Closing Date). Changes will be advised by way of announcement through NZX.
Napier Port reserves the right to cancel the Offer described in this Terms Sheet and the issue of the Bonds, in which case

all application monies received will be refunded (without interest) as soon as practicable. No interest will be paid on refunds.
Copies of the Trust Documents will be available at Napier Port’s website at www.napierport.co.nz/investor-centre
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise,

the content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should
consult your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring
compliance with relevant laws and regulations applicable to them (including any required registrations), for all tax return filing
obligations in respect of their investment in the Bonds, compliance with the financial arrangements rules (if applicable) and
payment of provisional or terminal tax (if required) on interest derived.
For further information regarding Napier Port, visit www.nzx.com/companies/NPH.
NAPIER PORT fi TE HERENGA WAKA O AHURIRIINDICATIVE TERMS SHEET • 12 SEPTEMBER 2022 / 5

napierport.co.nz

Napier Port

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[For Shareholders who pre-registered]
Subject: Napier Port – Bond Offer Is Now Open
CSN Holder no: XXXXXXXXXX
12 September 2022

Napier Port Bond Offer Is Now Open
Thank you for pre-registering your interest in the Shareholder Priority Offer for the Napier Port
Holdings Limited (Napier Port) Bond offer (Offer).
Napier Port’s Offer of up to NZ$75 million (inclusive of the Shareholder Priority Offer and with the
ability to accept oversubscriptions of up to an additional NZ$25 million at Napier Port’s discretion)
unsecured, unsubordinated, fixed rate 5.5 year bonds (Bonds) is now open.
You can apply online for an allocation under the Shareholder Priority Offer at
napierport.bondoffer.co.nz. Applications close at 12pm on Thursday, 15 September 2022.
The Product Disclosure Statement (PDS), Investor Presentation and Indicative Terms Sheet are
available at napierport.bondoffer.co.nz.
You must obtain a copy of the PDS before you decide to acquire any Bonds.
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.
Purpose of this Offer
Bonds are debt instruments, and the net proceeds of the Offer would be used to repay a portion of
existing bank debt and for general corporate purposes.
Indicative Interest Rate
The Interest Rate will be determined by Napier Port in conjunction with the Joint Lead Managers
following a bookbuild process and will be set at the sum of the Swap Rate and the Issue Margin or, if
greater, the minimum Interest Rate of 5.25% per annum.
The indicative Issue Margin is 1.40% to 1.55% per annum.
The Interest Rate will be announced by Napier Port through NZX on the Rate Set Date, being Friday,
16 September 2022.
Applications for the Shareholder Priority Offer close at 12pm on Thursday, 15 September 2022
You can apply online at napierport.bondoffer.co.nz. You will need your CSN/Holder Number and the
unique Shareholder Priority Offer Number (below).
Your Shareholder Priority Offer details are:
• Your CSN/Holder Number: [XXXXXXX]

• Your Shareholder Priority Offer Number: [XXXXXX]
Please note the Shareholder Priority Offer details are unique to you as a shareholder and is not
transferable to anyone else.
Eligible Shareholders who were on the Napier Port share register at 5pm on Friday, 9 September
2022 may participate in the Shareholder Priority Offer.
For further details:
• Shareholder Priority Offer – Please contact Link Market Services Limited on 09 375 5998 or
applications@linkmarketservices.com (please put “Napier Port bond offer” in the subject
line for easy identification.
• Firm Offer - Please contact one of the Joint Lead Managers or your usual financial advice
provider.

Yours sincerely
Alasdair MacLeod
Chair
Napier Port

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[For shareholders who did not pre-register]
Subject: Napier Port – Bond Offer Is Now Open
CSN Holder no: XXXXXXXXXX
12 September 2022

Napier Port Bond Offer Is Now Open
Napier Port Holdings Limited’s (Napier Port) offer (Offer) of up to NZ$75 million (inclusive of the
Shareholder Priority Offer and with the ability to accept oversubscriptions of up to an additional
NZ$25 million at Napier Port’s discretion) unsecured, unsubordinated, fixed rate 5.5 year Bonds
(Bonds) is now open.
The Product Disclosure Statement (PDS), Investor Presentation and Indicative Terms Sheet are
available at napierport.bondoffer.co.nz. You must obtain the PDS before you apply for Bonds in 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.
If you need any advice to decide if you should apply for any Bonds, please contact your usual
financial advice provider.
Purpose of this Offer
Bonds are debt instruments, and the net proceeds of the Offer would be used to repay a portion of
existing bank debt and for general corporate purposes.
Indicative Interest Rate
The Interest Rate will be determined by Napier Port in conjunction with the Joint Lead Managers
following a bookbuild process and will be set at the sum of the Swap Rate and the Issue Margin or, if
greater, the minimum Interest Rate of 5.25% per annum.
The indicative Issue Margin is 1.40% to 1.55% per annum.
The Interest Rate will be announced by Napier Port through NZX on the Rate Set Date, being Friday,
16 September 2022.
Applications for the Shareholder Priority Offer close at 12pm on Thursday, 15 September 2022
You can apply online at napierport.bondoffer.co.nz. You will need your CSN/Holder Number and the
unique Shareholder Priority Offer Number (below).
Your Shareholder Priority Offer details are:
• Your CSN/Holder Number: [XXXXXXX]
• Your Shareholder Priority Offer Number: [XXXXXX]

Please note the Shareholder Priority Offer details are unique to you as a shareholder and is not
transferable to anyone else.
Eligible Shareholders who were on the Napier Port share register at 5pm on Friday, 9 September
2022 may participate in the Shareholder Priority Offer.
Other ways to invest
In addition to the Shareholder Priority Offer, the Offer also consists of a “Firm Offer”, which is
available to New Zealand clients of the Joint Lead Managers, approved financial intermediaries and
other primary market participants invited to participate in the offer bookbuild process.
To participate in the Firm Offer, please contact one of the Joint Lead Managers (Craigs Investment
Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch), or your usual financial advice
provider.
For further details:
• Shareholder Priority Offer – Please contact Link Market Services Limited on 09 375 5998 or
applications@linkmarketservices.com (please put “Napier Port bond offer” in the subject
line for easy identification.
• Firm Offer - Please contact one of the Joint Lead Managers or your usual financial advice
provider.

Yours sincerely
Alasdair MacLeod
Chair
Napier Port

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Communication will only be issued if required.
Subject: REMINDER: Napier Port – Applications for Shareholder Priority Offer closing
CSN/Holder Number: XXXXXXXXX
[13-14 September 2022]

Reminder: Napier Port Bond Offer – applications for Shareholder Priority Offer close at 12pm on
Thursday, 15 September 2022.
Thank you for pre-registering your interest in the Shareholder Priority Offer for the Napier Port
Holdings Limited (Napier Port) Bond offer (the Offer).
Napier Port’s Offer of up to NZ$75 million (inclusive of the Shareholder Priority Offer and with the
ability to accept oversubscriptions of up to an additional NZ$25 million at Napier Port’s discretion)
unsecured, unsubordinated, fixed rate 5.5 year Bonds (Bonds) is now open.
Applications for the Shareholder Priority Offer close at 12pm on Thursday, 15 September 2022.
You can apply online at napierport.bondoffer.co.nz. You will need your CSN/Holder Number and the
unique Shareholder Priority Offer Number (below).
Your Shareholder Priority Offer details are:
• Your CSN/Holder Number: [XXXXXXX]
• Your Shareholder Priority Offer Number: [XXXXXX]
A copy of the Product Disclosure Statement (PDS) is available at napierport.bondoffer.co.nz. You
must obtain the PDS before you apply for Bonds in 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.
If you need any advice help to decide if you should buy any Bonds, please contact your usual
financial advice provider.
For further details:
• Shareholder Priority Offer and registration of interest – Please contact Link Market Services
Limited on applications@linkmarketservices.com or call 09 375 5998.
• Firm Offer - Please contact one of the Joint Lead Managers or your usual financial advice
provider.

Alasdair MacLeod
Chair
Napier Port