AIA announces terms sheet for retail bond issue

Market Release | 27 October 2022

Auckland Airport announces terms
sheet for retail bond issue

Further to Auckland International Airport Limited’s announcement earlier today, the final
terms sheet relating to the issue of unsecured, unsubordinated fixed rate bonds is attached.

Ends
For assistance, please contact:

Campbell De Morgan
Treasury Specialist
+64 27 478 3243
campbell.demorgan@aucklandairport.co.nz

Bank of New Zealand
0800 284 017

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch)
0800 772 142

Final terms sheet for fixed rate bonds due 9 May 2028
This Terms Sheet is prepared in respect of an offer by Auckland International Airport Limited
(Auckland Airport) of NZ$225,000,000 of fixed rate bonds (Bonds) under its master trust deed dated
9 July 2004 (as amended and restated from time to time), as modified and supplemented by the
supplemental trust deed dated 21 October 2022 entered into between Auckland International Airport
Limited and The New Zealand Guardian Trust Company Limited (Supervisor) (together, Trust
Documents).
Important Notice
The offer of Bonds is being made in reliance upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the
Bonds will have identical rights, privileges, limitations and conditions as Auckland Airport’s:
(a) 4.28% NZ$100,000,000 fixed rate bonds maturing on 9 November 2022 which are quoted
on the NZX Debt Market under the ticker code AIA200;
(b) 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November 2023 which are quoted
on the NZX debt market under the ticker code AIA210;
(c) 3.64% NZ$100,000,000 fixed rate bonds maturing on 17 April 2023 which are quoted on
the NZX debt market under the ticker code AIA220;
(d) 3.51% NZ$150,000,000 fixed rate bonds maturing on 10 October 2024 which are quoted
on the NZX debt market under the ticker code AIA230; and
(e) 3.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2026 which are
quoted on the NZX debt market under the ticker code AIA240,
(together, Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the purposes
of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).
Auckland Airport is subject to a disclosure obligation that requires it to notify certain material
information to NZX Limited (NZX) for the purpose of that information being made available to
participants in the market and that information can be found by visiting
https://www.nzx.com/companies/AIA.
Investors should look to the market price of the Quoted Bonds to find out how the market assesses
the returns and risk premium for those bonds.
Dated 27 October 2022

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Issuer Auckland International Airport Limited.
Description of Bonds Direct, unsecured, unsubordinated, fixed rate debt obligations of
Auckland Airport ranking equally and without preference among
themselves and equally with all other outstanding unsecured and
unsubordinated indebtedness of Auckland Airport (except
indebtedness preferred by law).
Purpose General corporate purposes.
Joint Lead Managers Bank of New Zealand and Westpac Banking Corporation (ABN 33
007 457 141) (acting through its New Zealand Branch).
Credit Ratings Expected Long-Term Issue Credit
Rating
Long-Term Issuer Credit Rating
A- S&P Global Ratings A- S&P Global Ratings
Further information about S&P Global Ratings credit rating scale is
available at www.standardandpoors.com. A credit rating is not a
recommendation to invest in the Bonds and may be subject to
revision, suspension or withdrawal at any time.
Issue Amount NZ$225,000,000.
Opening Date Tuesday, 25 October 2022, immediately following release via NZX of
the notice required by the FMC Regulations in connection with the
offer.
Closing Date 11:00am on Thursday, 27 October 2022.
Rate Set Date Thursday, 27 October 2022.
Issue Date and allotment date Wednesday, 9 November 2022.
Maturity Date Tuesday, 9 May 2028.

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Interest Rate 5.67 per cent per annum, being the aggregate of the Base Rate and
the Margin on the Rate Set Date.
Base Rate The semi-annual mid-market swap rate for an interest rate swap of a
term matching the period from the Issue Date to the Maturity Date
as calculated by the Joint Lead Managers in accordance with market
convention with reference to Bloomberg page ICNZ4 on the Rate Set
Date and expressed on a semi-annual basis, rounded to 2 decimal
places, if necessary with 0.005 being rounded up.
Margin 0.95 per cent per annum.
Interest Payment Dates 9 May and 9 November in each year until and including the Maturity
Date.
First Interest Payment Date 9 May 2023.
Frequency of interest
payments
Semi-annually (half annual amount) in arrears on each Interest
Payment Date.
If an Interest Payment Date falls on a day that is not a Business Day,
the relevant payment will be made on the next day which is a
Business Day, without adjustment, interest or further payment as a
result thereof.
Issue price / Principal Amount NZ$1.00 per Bond.
Minimum Principal Amount
and minimum holding amount
The Minimum Principal Amount and minimum holding amount in
respect of the Bonds is NZ$10,000 and multiples of NZ$1,000
thereafter.
Record Date 10 calendar days before an Interest Payment Date or, if not a
Business Day, the immediately preceding Business Day.
Business Day A day (other than a Saturday or Sunday) on which registered banks
are generally open for business in Wellington and Auckland.
Quotation The Bonds will be quoted under NZX Debt Market Ticker Code:

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AIA250.
Expected date of initial
quotation and trading on the
NZX Debt Market
It is expected that quotation on the NZX Debt Market will occur on
Thursday, 10 November 2022.
Registrar Link Market Services Limited.
ISIN NZAIAD0250L8.
Repo-eligibility Auckland Airport intends to apply to the Reserve Bank of New
Zealand for the Bonds to be included as eligible securities for
domestic market operations.
Early repayment In the case of an event of default as set out in the Trust Documents,
which is continuing unremedied, the Supervisor may, and
immediately upon being directed to do so by an extraordinary
resolution (as defined under the Trust Documents) of holders of
Bonds of this series must, declare the principal amount and accrued
interest on the Bonds to be immediately due and payable.
If the Bonds are declared due and payable prior to the Maturity Date,
interest will be payable at the Interest Rate from the most recent
Interest Payment Date to and including the date of repayment.
Governing law New Zealand.
Who may apply All of the Bonds are reserved for clients of the Joint Lead Managers,
primary market participants and other approved financial
intermediaries.
There is no public pool for the offer. Investors wishing to purchase
the Bonds should contact their broker or financial adviser. In
respect of any oversubscriptions or generally, any allotment of Bonds
will be at Auckland Airport’s discretion, in consultation with the Joint
Lead Managers. Auckland Airport reserves the right to refuse to
make any allotment (or part thereof) without giving any reason.
Each investor’s broker or financial adviser will be able to advise
them as to what arrangements will need to be put in place for the
investor 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

5


and timeframes for putting such arrangements in place.
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001
(the SFA), Auckland Airport has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the
Bonds are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations
2018).
Selling restrictions The selling restrictions set out in the schedule to this Terms Sheet
apply.

The dates and times set out in this Terms Sheet are indicative only. The indicative margin, issue
amount, dates and times are subject to change. Auckland Airport has the right in its absolute
discretion and without notice to amend the indicative margin and issue amount, close the offer early,
to extend the Closing Date, or to choose not to proceed with the offer. If the Closing Date is extended,
subsequent dates may be extended accordingly.
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.
Copies of the Trust Documents will be made available by Auckland Airport for inspection during usual
business hours by any bondholder at the office of Auckland Airport at the address below (or such
office as Auckland Airport may notify the bondholders from time to time).
Investors are personally responsible for ensuring compliance with all relevant laws and regulations
applicable to them (including any required registrations). Investors should seek qualified,
independent legal, financial and taxation advice before deciding to invest.
For further information regarding Auckland Airport, visit https://www.nzx.com/companies/AIA.

Address details
Auckland International Airport Limited
First Floor
4 Leonard Isitt Drive
Auckland Airport
Manukau 2022

6





Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1142
New Zealand





Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010

3109690-2
Schedule – Selling restrictions
Part A - Initial Selling Restrictions
The Bonds may only be offered in New Zealand in conformity with all applicable laws and regulations
in New Zealand. In respect of the initial offer of Bonds by Auckland Airport under this Terms Sheet
(Initial Offer), no Bonds may be offered in any other country or jurisdiction except in conformity with all
applicable laws and regulations of that country or jurisdiction and the selling restrictions set out below
in this Part A. This Terms Sheet may not be published, delivered or distributed in or from any country
or jurisdiction except under circumstances which will result in compliance with all applicable laws and
regulations in that country or jurisdiction and the selling restrictions set out below in this Part A. For
the avoidance of doubt, the selling restrictions set out below in this Part A apply only in respect of the
Initial Offer.
No action has been or will be taken by the Issuer which would permit an offer of Bonds to the public,
or possession or distribution of any offering material, in any country or jurisdiction where action for
that purpose is required (other than New Zealand).
By its subscription for or purchase of the Bonds, each bondholder agrees to indemnify the Issuer, the
Joint Lead Managers and the Supervisor and each of their respective directors, officers and
employees for any loss, cost, claim, fine, damages, liability or expense sustained or incurred by any of
them by reason of any breach of the selling restrictions.
United States of America
The Bonds have not been and will not be registered under the Securities Act of 1933, as amended
(the Securities Act), or the securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)) except in accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
None of Auckland Airport, any Joint Lead Manager nor any person acting on its or their behalf has
engaged or will engage in any directed selling efforts in relation to the Bonds, and each of Auckland
Airport and the Joint Lead Managers has complied and will comply with the offering restrictions
requirements of Regulation S.
The Bonds will not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the
completion of the distribution of all Bonds of the Tranche of which such Bonds are part, as determined
and certified by the Joint Lead Managers, except in accordance with Rule 903 of Regulation S. Any
Bonds sold to any distributor, dealer or person receiving a selling concession, fee or other
remuneration during the distribution compliance period require a confirmation or notice to the
purchaser at or prior to the confirmation of the sale to substantially the following effect:
"The Bonds covered hereby have not been registered under the United States Securities Act
of 1933, as amended (the Securities Act) or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be offered or sold within the

3109690-2 8

United States, or to or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act) (i) as part of their distribution at any time or (ii) otherwise until 40
days after the later of the commencement of the offering of the Bonds and the closing date
except in either case pursuant to a valid exemption from registration in accordance with
Regulation S under the Securities Act. Terms used above have the meaning given to them
by Regulation S."
Until 40 days after the completion of the distribution of all Bonds or the Tranche of which those Bonds
are a part, an offer or sale of the Bonds within the United States by the Joint Lead Managers or any
dealer or other distributor (whether or not participating in the offering) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with
Regulation S.
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Bonds have been offered and no
Bonds will be offered that are the subject of the offering contemplated by this Terms Sheet in relation
thereto to the public in that Member State except that an offer of Bonds to the public in the Member
State may be made:
(a) to any legal entity which is a qualified investor as defined in the EU Prospectus
Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as
defined in the EU Prospectus Regulation) subject to obtaining the prior consent of
the Joint Lead Managers nominated by Auckland Airport for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus
Regulation,
provided that no such offer of the Bonds shall require Auckland Airport or any Joint Lead Manager to
publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression offer of the Bonds to the public in relation to any
Bonds in any Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered so as to enable an investor to
decide to purchase or subscribe for the Bonds and the expression EU Prospectus Regulation means
Regulation (EU) 2017/1129.
United Kingdom
Prohibition of Sales to UK Retail Investors
No Bonds have been offered and no Bonds will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to the public in the United Kingdom except that it
may make an offer of the Bonds to the public in the United Kingdom:
(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK
Prospectus Regulation;

3109690-2 9

(b) to fewer than 150 natural or legal persons (other than qualified investors as
defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject
to obtaining the prior consent of the Joint Lead Managers for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and
Markets Act 2000 (FSMA),
provided that no such offer of the Bonds shall require the Issuer or the Joint Lead Managers to publish
a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23
of the UK Prospectus Regulation.
For the purposes of this provision, the expression offer of Bonds to the public in relation to any Bonds
means the communication in any form and by any means of sufficient information on the terms of the
offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for
the Bonds and the expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Other UK Regulatory Restrictions
No communication, invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) has been or may be made or caused to be made or will be made in
connection with the issue or sale of the Bonds in circumstances in which section 21(1) of the FSMA
applies to Auckland Airport.
All applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or
otherwise involving the United Kingdom must be complied with.
Japan
The Bonds have not been and will not be registered in Japan pursuant to Article (4), Paragraph 1 of
the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the FIEA) in
reliance upon the exemption from the registration requirements since the offering constitutes the
small number private placement as provided for in "ha" of Article (2), Paragraph 3, Item 2 of the FIEA.
A Japanese Person who transfers the Bonds shall not transfer or resell the Bonds except where the
transferor transfers or resells all the Bonds en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
Singapore
This Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this Terms Sheet and any other document or material in connection with the offer or sale,
or invitation for subscription or purchase, of the Bonds has not been, and will not be, circulated or
distributed, nor have the Bonds been, nor will they be, offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other
than (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of
the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)
of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the

3109690-2 10

conditions specified in Section 275 of the SFA, or (c) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA.
Where the Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited
investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary of the trust is an individual who is an
accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of
that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not
be transferred within six months after that corporation or that trust has acquired the Bonds pursuant
to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
(Securities and Securities-based Derivatives Contracts) Regulations 2018.
Hong Kong
No Bonds have been offered or sold or will be or may be offered or sold in Hong Kong, by means of
any document, other than (a) to professional investors as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other
circumstances which do not result in the document being a prospectus as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or
which do not constitute an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Bonds may be issued or in the possession of
any person or will be issued or be in the possession of any person in each case for the purpose of
issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the Bonds which are or are intended to be disposed of
only to persons outside Hong Kong or only to professional investors as defined in the SFO and any
rules made under the SFO.

3109690-2 11

Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Bonds (including this Terms Sheet) has been, or will be, lodged
with, or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Bonds for issue, sale or
purchase in, to or from Australia (including an offer or invitation which is received
by a person in Australia); and
(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or
any other offering material or advertisement relating to the Bonds in Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree or invitee
is at least A$500,000 (or its equivalent in an alternative currency and, in
either case, disregarding moneys lent by the offeror or its associates) or
the offer or invitation otherwise does not require disclosure to investors
in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who is a “retail client”
within the meaning of section 761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives;
and
(iv) such action does not require any document to be lodged with, or
registered by, ASIC or any other regulatory authority in Australia.
By applying for the Bonds under this Terms Sheet, each person to whom the Bonds are issued (an
Investor):
(a) will be deemed by the Issuer and each of the Joint Lead Managers to have
acknowledged that if any Investor on-sells the Bonds within 12 months from their
issue, the Investor will be required to lodge a prospectus or other disclosure
document (as defined in the Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one of the categories set out in sections
708(8) or 708(11) of the Corporations Act to whom it is lawful to offer the
Bonds in Australia without a prospectus or other disclosure document
lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by the Issuer and each of the Joint Lead Managers to have
undertaken not to sell those Bonds in any circumstances other than those

3109690-2 12

described in paragraphs (a)(i) and (a)(ii) above for 12 months after the date of
issue of such Bonds.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or
public offering of any Bonds in Australia.
Part B - General Selling Restrictions
The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws
and regulations in New Zealand. No Bonds may be offered for sale or sold in any other country or
jurisdiction except in conformity with all applicable laws and regulations of that country or jurisdiction.
No offering document or other offering material in respect of the Bonds may be published, delivered or
distributed in or from any country or jurisdiction except under circumstances which will result in
compliance with all applicable laws and regulations in that country or jurisdiction. No action has been
or will be taken by the Issuer which would permit an offer of Bonds to the public, or possession or
distribution of any offering material, in any country or jurisdiction where action for that purpose is
required (other than New Zealand).
By its subscription for or purchase of the Bonds, each Holder agrees to indemnify the Issuer, the Joint
Lead Managers, and the Supervisor and each of their respective directors, officers and employees for
any loss, cost, claim, fine, damages, liability or expense sustained or incurred by any of them by
reason of any breach of the selling restrictions.