Spark NZ confirms Connexa to acquire 2degrees’ tower assets

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand




MARKET RELEASE – THURSDAY, 15 DECEMBER 2022

Spark New Zealand confirms Connexa to acquire
2degrees’ tower assets

Connexa, the independent mobile towers business in which Spark New Zealand (“Spark”) is
a shareholder, has today announced it has reached an agreement with 2degrees Mobile
(“2degrees”), an entity owned by managed funds of Macquarie Asset Management and
Aware Super, to acquire 2degrees’ passive mobile telecommunications tower assets.

Connexa is an independent mobile towers business that was formed following the sale of a
70% stake in Spark’s passive mobile infrastructure assets to the Ontario Teachers’ Pension
Plan (Ontario Teachers’) in July 2022, with the transaction completing in October 2022.

The tower portfolio to be acquired by Connexa includes 1,124 mobile towers located across
Aotearoa New Zealand. Under the terms of the deal, 2degrees has entered into a 20-year-
agreement with Connexa (plus rights of renewal) to secure access to existing and new
towers, with an additional tower build and co-location commitment of 450 sites over the next
10 years.

Spark will not contribute equity to the acquisition, which will result in its shareholding in
Connexa being diluted from 30% to approximately 17% (of the resulting larger business)
following completion of the acquisition. Ontario Teachers’ will provide funding for the deal
and its shareholding will increase to approximately 83%. Spark will retain its existing
governance rights including Board representation and benefits from the value accretive
expansion of the business.

Spark CEO Jolie Hodson says, “We believe that the addition of 2degrees’ passive mobile
tower assets into Connexa will deliver greater operational efficiencies that will support more
infrastructure sharing, better network economics, and faster deployment of new digital
infrastructure across Aotearoa.

“We are pleased to continue to be a shareholder in a larger, and even more efficient
business, and we look forward to working in partnership with Connexa as it delivers our new
site build programme of 670 sites over the next 10 years. We are also pleased to expand the
strategic relationship we have with Ontario Teachers’, with this transaction reflective of the
long term, collaborative partnership we established with our tower sale earlier in the year.”

Completion is subject to customary approvals from the Overseas Investment Office (OIO)
and Commerce Commission and is anticipated to occur mid-2023.

Jarden has been appointed as financial advisor to Spark on the transaction. The Connexa
release is included for reference (See Appendix A).

Authorised by:
Alastair White
GM Capital Markets


For more information contact
For media queries please contact: For investor queries please contact:

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


Althea Lovell
Corporate Relations Partner
(64) 21 222 2992
althea.lovell@spark.co.nz

Alexa Preston
Finance Lead Partner – Group Performance
& Investor Relations
(64) 21 997 902
alexa.preston@spark.co.nz

About Spark
As New Zealand's largest telecommunications and digital services company, Spark’s purpose is
to help all of New Zealand win big in a digital world. Spark provides mobile, broadband, and
digital services to millions of New Zealanders and thousands of New Zealand businesses.
www.sparknz.co.nz

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand





APPENDIX
Appendix A

MEDIA RELEASE - THURSDAY, 15 DECEMBER 2022

EMBARGOED UNTIL [DATE] [delete this row if not required]
Connexa and Ontario Teachers’ announce
agreement to acquire 2degrees’ tower assets

Connexa and Ontario Teachers’ Pension Plan (“Ontario Teachers’”) today announced they
have reached an agreement with 2degrees Mobile (“2degrees”), an entity owned by
managed funds of Macquarie Asset Management and Aware Super, to acquire 2degrees’
passive
1
mobile telecommunications tower assets for $1,076m.

Connexa was formed following the sale of a 70% stake in Spark New Zealand’s (“Spark”)
passive mobile tower infrastructure assets to Ontario Teachers’ in July 2022, with the
transaction closing in October 2022.

2degrees currently owns and operates approximately 1,124
2
mobile towers located across
Aotearoa New Zealand. Under the terms of the deal, 2degrees has entered into a 20 year-
agreement with Connexa (plus rights of renewal) to secure access to existing and new
towers, with an additional tower build and co-location commitment of 450 sites over the next
10 years.

Connexa CEO Rob Berrill said: “Connexa is Aotearoa’s first independent mobile towers
business with a focus on investing in our country’s digital infrastructure to enable a more
connected future. We currently operate over 1,200 mobile sites and have been
commissioned by Spark to deliver New Zealand’s largest forward-committed new site build
programme of over 670 sites over the next 10 years.

“With the addition of 2degrees’ mobile towers and the committed build to suit programme,
we will be able to achieve greater operational efficiencies through increased infrastructure
sharing, which means fewer unnecessary mobile tower builds in local communities and
faster deployment of towers to improve network coverage and capacity across Aotearoa.

“Our model is to focus on serving our customers through a long-term approach to asset
management, and increasing asset utilisation and performance, and we’re excited to bring
that same approach to 2degrees’ mobile towers.”

Ontario Teachers’ will contribute all the additional equity capital required to the acquisition.
Following completion of the acquisition, Ontario Teachers’ shareholding will increase to
approximately 83% and Spark’s shareholding will reduce to approximately 17%.

Bruce Crane, Senior Managing Director and Head of Asia Pacific Infrastructure & Natural
Resources at Ontario Teachers’ said: “This acquisition of high-quality digital infrastructure
assets increases Connexa’s scale and capabilities, creating Aotearoa’s leading digital
infrastructure platform. As a responsible and long-term investor in the region, we are
committed to supporting Connexa as it significantly expands its mobile tower network in the
years to come to meet the country’s growing mobile and data demand needs. We are also

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


very pleased to have the opportunity to grow the strong relationship we have established
with Spark and welcome 2degrees as a long-term partner for Connexa.

“We are excited to further grow our infrastructure portfolio in Asia-Pacific and specifically
New Zealand which remains a key market for Ontario Teachers’ across multiple asset
classes.”

In addition to Ontario Teachers’ acquisition of Spark’s tower assets, it has previously
invested in Asia Pacific Healthcare Group, New Zealand’s leading pathology business,
Lumino the Dentists (through Abano Healthcare), the country’s leader in dental care, and
OTPPNZ, which operates 35,000 hectares of timberland in the Central North Island region.

Completion of the acquisition is subject to customary approvals from the Overseas
Investment Office (OIO) and Commerce Commission and is anticipated to occur in mid-
2023.


For more information contact
Connexa
Althea Lovell
Corporate Relations Partner
(64) 21 222 2992
media@connexa.co.nz

Ontario Teachers’
Dan Madge
Director, External Communications
+1 416 419 1437
dan_madge@otpp.com


Notes to Editor:
1
Active assets are anything in the core of the network, as well as the radio equipment that
creates the mobile network, including the antennas – and the connection of those antenna
back to the core network. These leverage a network operator’s spectrum holdings, provide
differentiated customer experiences, and support wireless broadband. Passive assets are
the physical towers that support the active equipment, including standalone macro towers,
rooftops, and lamppost towers. These are not considered important for competitive
advantage.
2
Includes in-flight sites that will be on air at transaction completion.


About Connexa
Connexa is an independent mobile towers and digital infrastructure business that operates a
nationwide portfolio of over 1200 mobile sites. Connexa is responsible for mobile build
programmes that will enable a more connected future for Aotearoa New Zealand.
www.connexa.co.nz


About Ontario Teachers'
Ontario Teachers' Pension Plan Board is a global investor with net assets of $242.5
billion as at June 30, 2022. We invest in more than 50 countries in a broad array of assets
including public and private equities, fixed income, credit, commodities, natural resources,
infrastructure, real estate and venture growth to deliver retirement income for 333,000
working members and pensioners.

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


With offices in Hong Kong, London, Mumbai, San Francisco, Singapore and Toronto, our
more than 400 investment professionals bring deep expertise in industries ranging from
agriculture to artificial intelligence. We are a fully funded defined benefit pension plan and
have earned an annual total-fund net return of 9.6% since the plan's founding in 1990. At
Ontario Teachers', we don't just invest to make a return, we invest to shape a better future
for the teachers we serve, the businesses we back, and the world we live in. For more
information, visit otpp.com and follow us on Twitter @OtppInfo