Kiwi Property Lodges PDS for Green Bond Offer
Kiwi Property
Product Disclosure Statement
1
Product Disclosure
Statement
for an offer of 6.5-year fixed-rate
senior secured green bonds by
Kiwi Property Group Limited
Date: 6 March 2023
This document gives you important information
about this investment to help you decide
whether you want to invest. There is other useful
information about this offer on http://www.
disclose-register.companiesoffice.govt.nz.
Kiwi Property Group Limited has prepared this
document in accordance with the Financial
Markets Conduct Act 2013. You can also seek
advice from a financial advice provider to help
you to make an investment decision.
Arranger, Green Bond
Co-ordinator and
Joint Lead Manager:
Joint Lead
Managers:
Kiwi Property
Product Disclosure Statement
2
1.1 What is this?
This is an offer of fixed-rate senior secured green bonds
(Green Bonds). The Green Bonds are debt securities issued
by Kiwi Property Group Limited (Kiwi Property). You give
Kiwi Property money, and in return Kiwi Property promises
to pay you interest and repay the money at the end of the
term. If Kiwi Property runs into financial trouble, you might
lose some or all of the money you invested.
1.2 About the Group
Kiwi Property is one of New Zealand’s largest listed property
companies. Kiwi Property and its subsidiaries (together, the
Group) own, invest in, develop and manage a diversified
portfolio of mixed-use, large format retail and office assets.
1.3 Purpose of this Offer
In accordance with Kiwi Property’s Sustainable Debt
Framework dated May 2022 (as amended from time to time)
(Sustainable Debt Framework), Kiwi Property intends to
allocate an amount equal to the proceeds of the Offer to
finance or refinance its direct and indirect investments in
low carbon and energy efficient buildings that meet the
eligibility criteria set out in the Sustainable Debt Framework
(being Eligible Projects). Consistent with this, Kiwi Property
will apply the net proceeds of the Offer to repay existing
bank debt of the Group.
1.4 Key terms of the Offer
1. Key Information
Summary
The Sustainable Debt Framework does not form part
of the contractual terms of the Green Bonds.
If Kiwi Property fails to comply with the Sustainable Debt
Framework or the relevant market standards described
in the Sustainable Debt Framework (including the Green
Bond Principles) or if the Green Bonds cease to satisfy
the Green Bond Principles:
• this does not constitute an Event of Default or any
other breach in relation to the Green Bonds;
• there is no requirement on Kiwi Property to repay the
Green Bonds early; and
• the Green Bonds may cease to be labelled as “green”.
This means there is no legal obligation for Kiwi Property
to comply with the Sustainable Debt Framework or the
relevant market standards described in the Sustainable
Debt Framework (including the Green Bond Principles)
on an ongoing basis. See also Section 5 of this PDS
(Key features of the Green Bonds).
See Section 4 of this Product Disclosure Statement (PDS)
(Purpose of the Offer) for more information.
A reference in this PDS to proceeds being “allocated”
by Kiwi Property to finance or refinance its direct and
indirect investments in Eligible Projects means a notional
allocation of an amount equal to those proceeds in
Kiwi Property’s systems.
Description of the debt securities Fixed-rate senior secured green bonds.
Te r m6.5 years, ending on the Maturity Date (27 September 2029).
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional
NZ$25 million at Kiwi Property’s discretion).
The Offer is not underwritten.
Issue Price and Principal AmountNZ$1.00 per Green Bond.
Minimum application amountNZ$5,000 and in multiples of NZ$1,000 thereafter.
Opening Date 14 March 2023.
Closing Date11am on 17 March 2023.
Issue Date27 March 2023.
Kiwi Property
Product Disclosure Statement
3
1.4 Key terms of the Offer (continued)
Interest Rate The Green Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than the Minimum Interest Rate.
The Interest Rate will be determined by Kiwi Property (in consultation with the
Joint Lead Managers) on the Rate Set Date (17 March 2023) and will be the greater of:
• the Minimum Interest Rate; and
• the sum of the Base Rate (a reference rate for a period equal to the term of the
Green Bonds) plus the Margin.
The Minimum Interest Rate and the indicative Margin range will be announced by
Kiwi Property via NZX on or about the Opening Date.
The Interest Rate will be announced by Kiwi Property via NZX on or about the
Rate Set Date.
See Section 3.1 of this PDS (Description of the Green Bonds).
Interest Payment DatesInterest is scheduled to be paid semi-annually in arrear on each Interest Payment Date,
being 27 March and 27 September in each year until and including the Maturity Date.
The first Interest Payment Date is 27 September 2023.
Further payments, fees and chargesYou are not required to pay brokerage or any other fees or charges to Kiwi Property
to apply or subscribe for Green Bonds. However, you may have to pay brokerage to the
Bookbuild participant from whom you receive any Green Bonds.
Taxes may be deducted from interest payments on the Green Bonds. See Section
7 (Tax) and Section 8 (Tax consequences for overseas Holders) of this PDS for more
information.
1.5 Who is responsible for repaying you?
Kiwi Property is responsible for paying interest on the
Green Bonds and for repaying the Green Bonds on the
Maturity Date.
The obligations of Kiwi Property to pay interest on the
Green Bonds and to repay the Green Bonds on the Maturity
Date are guaranteed by certain of Kiwi Property’s wholly
owned subsidiaries under a global security deed dated
5 November 1998 (as amended from time to time) (GSD).
Kiwi Property and its subsidiaries that are party to the GSD
as guarantors are referred to in this PDS as the Guarantors
and the Guaranteeing Group.
At the date of this PDS, the guaranteeing subsidiaries are
Kiwi Property Holdings Limited, Sylvia Park Business Centre
Limited, Kiwi Property Te Awa Limited, Kiwi Property Centre
Place Limited, Kiwi Property Holdings No. 2 Limited, Kiwi
Property Holdings No. 3 Limited, Kiwi Property Holdings
No. 4 Limited, Kiwi Property Holdings No. 5 Limited and
Kiwi Property Holdings No. 7 Limited. The guaranteeing
subsidiaries may change from time to time.
No other members of the Group are Guarantors of the
Green Bonds.
Under a security trust deed dated 30 June 2014 (as
amended from time to time) (Security Trust Deed), each
Guarantor undertakes that the total assets held by the
Guaranteeing Group must not be less than 90% of the total
assets of the Group.
See Section 5.3 of this PDS (Ranking and security) for more
information.
1.6 How you can get your money out early
Kiwi Property must repay all of the Green Bonds on the
Maturity Date (27 September 2029). Kiwi Property has no
right to repay your Green Bonds before the Maturity Date.
Similarly, you have no right to require that your Green Bonds
be repaid early unless an Event of Default has occurred.
See Section 5.3 of this PDS (Ranking and security) under
“Events of Default” for more information.
Kiwi Property intends to quote these Green Bonds on the
NZX Debt Market. This means you may be able to sell them
on the NZX Debt Market before the end of their term if there
are interested buyers. If you sell your Green Bonds, the price
you get will vary depending on factors such as the financial
condition of the Group and movements in the market
interest rates. You may receive less than the full amount
that you paid for them.
1.7 How Green Bonds rank for repayment
In a liquidation of Kiwi Property, each of your Green Bonds
will give you the right to payment of an amount equal to the
Principal Amount plus all accrued but unpaid interest.
Your right to payment of this amount will rank:
• behind claims of holders of prior-ranking secured claims
on Kiwi Property and holders of claims on Kiwi Property
that are preferred by law;
• equally with claims of other Holders and holders of other
secured claims on Kiwi Property that rank equally with the
Green Bonds; and
• ahead of claims of holders of lower ranking secured claims
on Kiwi Property, holders of unsecured claims on Kiwi
Property and Kiwi Property’s shareholders.
Section 5.3 of this PDS (Ranking and security) explains how
the Green Bonds rank in a liquidation of Kiwi Property and
the Group.
1.8 What assets are these Green Bonds
secured against?
The Green Bonds are secured by security granted by the
Guarantors over all of their assets under the GSD, together
with first ranking registered mortgages over substantially all
of the real property (being land and the buildings and other
fixtures on that land) owned by the Guaranteeing Group
(Mortgages).
See Section 5.3 of this PDS (Ranking and security) for more
information about the security.
Kiwi Property
Product Disclosure Statement
4
1.9 Key risks affecting this investment
Investments in debt securities have risks. A key risk is that
Kiwi Property does not meet its commitments to repay you
or pay you interest (credit risk). Section 6 of the PDS (Risks
of investing) discusses the main factors that give rise to
the risk. You should consider if the credit risk of these debt
securities is suitable for you.
The interest rate for these Green Bonds should also reflect
the degree of credit risk. In general, higher returns are
demanded by investors from businesses with higher risk
of defaulting on their commitments. You need to decide
whether the offer is fair. Kiwi Property considers that the
most significant risk factors are:
• Valuation of the Group’s real properties and the income
derived from those properties: the risk of adverse
changes in New Zealand’s property market, particularly
in Auckland where a significant portion of the Group’s
real properties are located. This includes changes in
economic or credit conditions which affect occupancy
demands, and changes in business conditions leading to
the bankruptcy, liquidation or closure of one or more of
Kiwi Property’s major tenants. This could have a negative
impact on rental returns from, and the market value of,
the Group’s real properties. If significant and/or sustained,
this could have a material negative impact on the Group’s
financial performance and creditworthiness.
• Access to funding: the risk that the Group is unable to
maintain sufficient debt funding or refinance existing debt
as and when required. If this occurred, the Group may
be forced to sell real properties in unfavourable market
conditions to finance its business or repay debt, which
could have a material negative impact on the Group’s
financial performance and creditworthiness.
• Natural disaster: the risk of a natural disaster (for
example, an earthquake or major weather event),
particularly in Auckland, affecting the Group’s real
properties. If a natural disaster occurred, there is a risk
that the Group’s business may be materially interrupted
for a prolonged period and that the Group’s insurance
policies may not cover all of the resulting losses and costs.
Such risks could have a material negative impact on the
Group’s financial performance and creditworthiness.
Kiwi Property has identified its most significant risk factors
as being the significant risk factors for the Group. This is
because Kiwi Property’s ability to pay interest on, and repay,
the Green Bonds is highly dependent on the rental income
received by its subsidiaries, which hold all the real properties
of the Group.
If one or more of these risks eventuate, either individually
or in combination, the detrimental impact on Kiwi Property’s
financial performance may in turn:
• adversely affect the market price and liquidity of the
Green Bonds; and/or
• result in Kiwi Property not making a payment on the
Green Bonds.
This summary does not cover all of the risks of investing
in the Green Bonds. You should also read Section 5 of this
PDS (Key features of the Green Bonds) and Section 6 of
this PDS (Risks of investing).
1.10 What is the Green Bonds’ credit rating?
A credit rating is an independent opinion of the capability
and willingness of an entity to repay its debts (in other
words, its creditworthiness). It is not a guarantee that the
financial product being offered is a safe investment. A credit
rating should be considered alongside all other relevant
information when making an investment decision.
The Green Bonds have been rated by S&P Global
Ratings Australia Pty Limited (S&P). S&P gives ratings
from AAA through to C, excluding ratings attached to
entities in default.
S&P ratings from AA to CCC may be modified by the
addition of a plus (+) or minus (-) sign to show relative
standing within the rating categories.
As at the date of this PDS, the Green Bonds have a credit
rating of BBB+ from S&P.
Credit
ratings
for S&P
AAAAAABBB
Credit rating
for the Green
Bonds BBB+
BBBCCCCCC
Summary
description
of S&P
issue credit
ratings
Capacity of the issuer to meet its financial
commitments on the obligation
Vulnerability of the obligation
to non-payment
Extremely
strong
Very
strong
StrongAdequateLess
vulnerable
More
vulnerable
Currently
vulnerable
Highly
vulnerable
Currently
highly
vulnerable
1.11 Where you can find other market information about Kiwi Property
This is a short-form offer document that Kiwi Property is permitted to use because the Green Bonds rank equally with
Kiwi Property’s existing quoted debt securities. Those existing quoted debt securities are other fixed-rate senior secured
bonds which are quoted on the NZX Debt Market under ticker codes KPG020, KPG030, KPG040 and KPG050 (together the
Existing Bonds). Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to
the NZX for the purpose of that information being made available to participants in the market.
Investors should look at the market price of the Existing Bonds in order to find out how the market assesses the returns and
risk premium for those debt securities.
Kiwi Property’s page on the NZX website includes information made available under the disclosure obligation, and can be
found at www.nzx.com/companies/KPG.
Table of
contents
1Key Information Summary2
2Key dates and Offer process6
3Terms of the Offer7
4Purpose of the Offer11
5Key features of the Green Bonds12
6Risks of investing18
7Tax21
8Tax consequences for overseas Holders21
9Selling restrictions and indemnity22
10Who is involved?25
11How to complain26
12Where you can find more information26
13How to apply27
14Contact information27
15Glossary28
Kiwi Property
Product Disclosure Statement
5
Kiwi Property
Product Disclosure Statement
6
2. Key dates
and Offer process
The Opening Date and the Closing Date may change.
Kiwi Property has the right, in its absolute discretion, to
open or close the Offer early and to extend the Closing
Date. If Kiwi Property changes the Opening Date and/
or the Closing Date, the changes will be announced by
Kiwi Property via NZX as soon as reasonably practicable.
If the Closing Date is extended, the Rate Set Date, the Issue
Date/allotment date, the expected date of initial quotation
and trading of the Green Bonds on the NZX Debt Market,
the Interest Payment Dates and the Maturity Date may be
extended accordingly. Any such changes will not affect
the validity of any applications received.
If an Interest Payment Date is not a Business Day,
Kiwi Property will make payment on the next Business
Day, but no adjustment will be made to the amount of
the interest payable. Other dates may also be adjusted
if they do not fall on a Business Day.
Kiwi Property reserves the right to cancel the Offer
and the issue of the Green Bonds.
Opening Date14 March 2023
The Minimum Interest Rate and the indicative Margin range
will be determined and announced on this date
Closing Date11am on 17 March 2023
Rate Set Date17 March 2023
Issue Date/allotment date27 March 2023
Expected date of initial quotation and trading
of the Green Bonds on the NZX Debt Market
28 March 2023
Interest Payment Dates27 March and 27 September in each year during the term of
the Green Bonds
First Interest Payment Date27 September 2023
Maturity Date27 September 2029
Kiwi Property
Product Disclosure Statement
7
3.1 Description of the Green Bonds
3. Terms of the Offer
IssuerKiwi Property Group Limited.
Description Fixed-rate senior secured green bonds.
Green Bond PrinciplesKiwi Property has developed and adopted the Sustainable Debt Framework to ensure that,
as at the date of this PDS, the Green Bonds align with the core components of the Green Bond
Principles (June 2021).
The Sustainable Debt Framework does not form part of the contractual terms of the Green
Bonds. This means there is no legal obligation for Kiwi Property to comply with the Sustainable
Debt Framework or the relevant market standards described in the Sustainable Debt Framework
(including the Green Bond Principles) on an ongoing basis.
See Section 5.2 of this PDS (Green Bond Principles and the Sustainable Debt Framework) for
more information.
Use of proceedsIn accordance with the Sustainable Debt Framework, Kiwi Property intends to allocate an amount
equal to the proceeds of the Offer to finance or refinance its direct and indirect investments in
Eligible Projects. Consistent with this, Kiwi Property will apply the net proceeds of the Offer to
repay existing bank debt of the Group.
Kiwi Property will service its debt obligations under the Green Bonds out of its general cash flows
and not specifically from revenues generated by Eligible Projects alone.
See Section 4 of this PDS (Purpose of the Offer) and Section 5.2 of this PDS (Green Bond
Principles and the Sustainable Debt Framework) for more information.
Te r m6.5 years, ending on the Maturity Date (27 September 2029).
Principal Amount NZ$1.00 per Green Bond.
Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than the Minimum Interest Rate.
The Interest Rate will be determined by Kiwi Property (in consultation with the Joint Lead
Managers) on the Rate Set Date (17 March 2023) following the Bookbuild and will be the greater of:
• the Minimum Interest Rate; and
• the sum of the Base Rate plus the Margin.
The Interest Rate will be announced by Kiwi Property via NZX on or about the Rate Set Date.
The Interest Rate will not change during the term of the Green Bonds.
Base RateThe semi-annual mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with Kiwi
Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any
successor page) on the Rate Set Date (rounded to 2 decimal places if necessary, with 0.005
being rounded up).
MarginKiwi Property will announce an indicative Margin range (which may be subject to change) via NZX
on or about the Opening Date.
The Margin (which may be within, above or below the indicative Margin range) is the rate
(expressed as a percentage rate per annum) determined by Kiwi Property (in consultation with
the Joint Lead Managers) following the Bookbuild. The Margin will be announced by Kiwi Property
via NZX on or about the Rate Set Date.
Calculation of interest
payments
Interest will be calculated on an annual basis and will be payable in equal amounts in arrear on
each Interest Payment Date.
Kiwi Property
Product Disclosure Statement
8
Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 27 March and 27
September in each year during the term of the Green Bonds, starting on 27 September 2023
and until and including the Maturity Date.
If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the next
Business Day, but no adjustment will be made to the amount of the interest payable.
Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as at
5pm (New Zealand time) on the 10
th
calendar day before the relevant Interest Payment Date.
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the day determined by Kiwi Property and notified to NZX.
If such a day is not a Business Day, payments will be made to the persons who are the Holders as
at 5pm (New Zealand time) on the immediately preceding Business Day.
No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date (27 September 2029).
Kiwi Property has no right to repay your Green Bonds before the Maturity Date. Similarly, you
have no right to require that your Green Bonds be repaid before the Maturity Date unless an
Event of Default has occurred.
Events of DefaultIf an Event of Default occurs and is continuing, the Supervisor:
• may in its discretion;
• must if a Major Event of Default occurs; or
• must if directed to do so by a Special Resolution,
declare the Green Bonds to be immediately due and payable.
See Section 5.3 of this PDS (Ranking and security) under “Events of Default” for more information.
Amount that is payable
to you when your Green
Bonds are repaid
You will receive the Principal Amount plus all accrued but unpaid interest for each Green Bond
when your Green Bonds are repaid.
RankingIn a liquidation of Kiwi Property, each of your Green Bonds will give you the right to payment of an
amount equal to the Principal Amount plus all accrued but unpaid interest.
Your right to payment of this amount will rank:
• behind claims of holders of prior-ranking secured claims on Kiwi Property and holders of
claims on Kiwi Property that are preferred by law;
• equally with claims of other Holders and holders of other secured claims on Kiwi Property that
rank equally with the Green Bonds; and
• ahead of claims of holders of lower ranking secured claims on Kiwi Property, holders of
unsecured claims on Kiwi Property and Kiwi Property’s shareholders.
See Section 5.3 of this PDS (Ranking and security) under “Ranking” for more information about
the ranking of the Green Bonds.
Guaranteeing Group testUnder the Security Trust Deed, each Guarantor undertakes that the total assets held by the
Guaranteeing Group must not be less than 90% of the total assets of the Group.
See Section 5.3 of this PDS (Ranking and security) under “Guarantees” for more information.
Guarantee Each Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi
Property in respect of the Green Bonds on a joint and several basis. There are no limits on the
obligations of the Guarantors in respect of the amounts owing under the guarantee.
See Section 5.3 of this PDS (Ranking and security) for more information about the guarantee.
SecurityThe Green Bonds are secured by security granted by the Guarantors over all of their assets
under the GSD, together with Mortgages over substantially all of the real property (being land
and the buildings and other fixtures on that land) owned by the Guaranteeing Group.
The security is granted in favour of the Security Trustee for the benefit of all of the Beneficiaries
(including Holders) and can only be enforced in accordance with the Security Trust Deed.
See Section 5.3 of this PDS (Ranking and security) for more information about the security.
Gearing ratioUnder the Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green Bonds
are outstanding, finance debt of the Group does not exceed 50% of the total tangible assets of
the Group.
See Section 5.3 of this PDS (Ranking and security) under “Gearing ratio in the Trust Deed” for
more information about the gearing ratio.
3.1 Description of the Green Bonds (continued)
Kiwi Property
Product Disclosure Statement
9
Further indebtedness and
other covenants
The Group can create further liabilities (including by issuing new secured bonds and by incurring
additional bank debt) without the consent of Holders. However, there are covenants in the Trust
Deed and other documents that have the effect of restricting the Group’s ability to create
further liabilities that rank equally with or in priority to the Green Bonds.
See Section 5.3 of this PDS (Ranking and security) under ”Restrictions on creating further
secured liabilities” for more information.
TransfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal Amount
and after any transfer you and the transferee must each hold Green Bonds with an aggregate
Principal Amount of at least NZ$5,000 (or no Green Bonds).
Ta xesTaxes may be deducted from interest payments on the Green Bonds. See Section 7 of this PDS
(Tax) and Section 8 of this PDS (Tax consequences for overseas Holders) for more information.
SupervisorAs at the date of this PDS, the Supervisor is Public Trust.
The Supervisor is appointed by Kiwi Property under the Trust Deed to act on behalf of Holders
in relation to matters connected with the Trust Deed and the terms of the Green Bonds.
Security TrusteeAs at the date of this PDS, the Security Trustee is New Zealand Permanent Trustees Limited.
The Security Trustee holds the guarantees and security granted under the GSD and the
Mortgages for the benefit of the Beneficiaries (including the Holders).
3.1 Description of the Green Bonds (continued)
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional
NZ$25 million at Kiwi Property’s discretion).
Opening Date, Closing Date
and Issue Date
See Section 2 of this PDS (Key dates and Offer process) for more information.
Issue PriceNZ$1.00 per Green Bond.
Minimum subscription
amount
NZ$5,000 and in multiples of NZ$1,000 thereafter.
How to applyThere is no public pool for the Green Bonds. All Green Bonds will be reserved for subscription
by clients of the Joint Lead Managers, other Primary Market Participants and other approved
financial intermediaries invited to participate in the Bookbuild.
Application instructions are set out in Section 13 of this PDS (How to apply).
Further payments, fees
and charges
You are not required to pay brokerage or any other fees or charges to Kiwi Property to apply or
subscribe for Green Bonds. However, you may have to pay brokerage to the Bookbuild participant
from whom you receive any Green Bonds.
Allocation of Green BondsIf a Bookbuild participant receives any Green Bonds in the Bookbuild, the distribution of those
Green Bonds to that participant’s clients is determined by the participant, and not Kiwi Property.
Selling restrictionsThe Offer is subject to the selling restrictions contained in Section 9 of this PDS
(Selling restrictions and indemnity).
By subscribing for Green Bonds, you agree to comply with the selling restrictions and to
indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator and the
Joint Lead Managers for any loss suffered as a result of you breaching the selling restrictions.
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 (Singapore), as modified or amended from time to time (SFA),
Kiwi Property has determined, and hereby notifies all relevant persons (as defined in Section
309A of the SFA) that the Green Bonds are “prescribed capital markets products” (as defined in
the Securities and Futures (Capital Markets Products) Regulations 2018 (Singapore)).
Governing lawThe Green Bonds, the Trust Deed, the GSD, the Security Trust Deed, the Mortgages and the
Offer are governed by New Zealand law.
3.2 Description of the Offer
Kiwi Property
Product Disclosure Statement
10
3.3 Trading your Green Bonds on the
NZX Debt Market
Kiwi Property intends to quote the Green Bonds on the NZX
Debt Market. NZX ticker code KPG060 has been reserved for
the Green Bonds. NZX takes no responsibility for the content
of this PDS. NZX is a licensed market operator and the NZX
Debt Market is a licensed market under the Financial Markets
Conduct Act 2013.
To be eligible to trade your Green Bonds on the NZX Debt
Market, you must have an account with a Primary Market
Participant, a common shareholder number or CSN and
an authorisation code. If you do not have an account with
a Primary Market Participant, you should be aware that
opening an account can take a number of days depending
on the Primary Market Participant’s new client procedures.
If you do not have a CSN, you will be automatically assigned
one if you invest in Green Bonds. If you do not have an
authorisation code, it is expected that you will be sent
one by the Registrar. If you have an account with a Primary
Market Participant and have not received an authorisation
code by the date you want to trade your Green Bonds,
your Primary Market Participant can arrange to obtain
your authorisation code from the Registrar. Your Primary
Market Participant will be charged a fee for requesting your
authorisation code from the Registrar and may pass this
cost on to you.
You will likely have to pay brokerage on any transfer of
Green Bonds you make through a Primary Market Participant.
3.4 Trust Deed
The terms and conditions of the Green Bonds are set out
in the Master Trust Deed, as amended and supplemented
by the Supplemental Trust Deed (together, the Trust Deed).
Holders are bound by, and are deemed to have notice of,
the Trust Deed.
The terms of the guarantees and the security are set out
in the GSD, the Security Trust Deed and the Mortgages.
You can obtain copies of the Trust Deed, the GSD, the
Security Trust Deed and the terms of the Mortgages
from the Disclose register at www.disclose-register.
companiesoffice.govt.nz (offer number OFR13493).
Kiwi Property
Product Disclosure Statement
11
4. Purpose of the Offer
Kiwi Property has operated a sustainability programme
for more than 20 years. In support of this programme,
Kiwi Property has developed and adopted the Sustainable
Debt Framework to ensure that, as at the date of this PDS, its
processes for evaluating and selecting Eligible Projects and
managing and reporting on the use of the proceeds of the
Green Bonds are consistent with the Green Bond Principles.
Kiwi Property intends to allocate an amount equal to the
proceeds of the Offer to finance or refinance its direct and
indirect investments in Eligible Projects. Consistent with
this, Kiwi Property will apply the net proceeds of the Offer
to repay existing bank debt of the Group.
As at the date of this PDS, Kiwi Property intends to ensure
that the aggregate value of the pool of Eligible Projects is at
least equal to the aggregate amount of all of its outstanding
green bonds (including the Green Bonds) and green loans.
If Kiwi Property fails to comply with the Sustainable Debt
Framework or the relevant market standards described in
the Sustainable Debt Framework (including the Green Bond
Principles) or if the Green Bonds cease to satisfy the Green
Bond Principles:
• this does not constitute an Event of Default or any other
breach in relation to the Green Bonds;
• there is no requirement on Kiwi Property to repay the
Green Bonds early; and
• the Green Bonds may cease to be labelled as “green”.
This means there is no legal obligation on Kiwi Property
to comply with the Sustainable Debt Framework or the
relevant market standards described in the Sustainable
Debt Framework (including the Green Bond Principles) on
an ongoing basis. See Section 5 of this PDS (Key features
of the Green Bonds) for more information.
The use of the money raised under the Offer will not change
depending on the total amount that is raised. The Offer is
not underwritten.
A reference in this PDS to proceeds being ”allocated”
by Kiwi Property to finance or refinance its direct and
indirect investments in Eligible Projects means a notional
allocation of an amount equal to those proceeds in Kiwi
Property’s systems.
Kiwi Property
Product Disclosure Statement
12
5.1 General
A number of the key features of the Green Bonds are
described in Section 3 (Terms of the Offer) of this PDS. Other
key features of the Green Bonds and more information about
some of the key features described in Section 3 of this PDS
(Terms of the Offer) are described below.
Copies of the Trust Deed, the GSD, the Security Trust Deed,
the terms of the Mortgages and the Sustainable Debt
Framework are included on the Disclose register.
5.2 Green Bond Principles and the
Sustainable Debt Framework
To confirm the integrity of the Green Bonds as a “green”
instrument, Kiwi Property has ensured that, as at the date
of this PDS, the Green Bonds align with the core components
of the Green Bond Principles (June 2021).
The Green Bond Principles are voluntary process guidelines
for issuing green bonds published by the International
Capital Markets Association (ICMA). They may be amended
by ICMA from time to time. As at the date of this PDS, the
Green Bond Principles establish four core components for
an instrument to be considered to be a green bond:
• Use of proceeds: The proceeds of the green bond must
be used to finance or refinance assets or other projects
that have clear environmental benefits.
• Process for project evaluation and selection: The issuer
should provide clear information to investors about the
environmental sustainability objectives of the eligible
projects; the processes for evaluating eligible projects
and for identifying and managing associated social and
environmental risks; and the eligibility criteria.
• Management of proceeds: The issuer should have
internal processes to track and attest to the use of the
proceeds of the green bond.
• Reporting: The issuer should make, and keep, readily
available up to date information on the use of the
proceeds of the green bond.
The Green Bond Principles also recommend the use of an
external review provider to assess (through a pre-issuance
external review) the alignment of the green bond and/or
framework with the four core components of the Green
Bond Principles. Post-issuance, the Green Bond Principles
recommend the use of an external auditor or other third
party to verify the internal tracking and allocation of the
proceeds of the green bond to eligible green projects.
Kiwi Property has developed and adopted the Sustainable
Debt Framework in alignment with the Green Bond
Principles.
5. Key features
of the Green Bonds
Set out below is a summary of the way in which the
Sustainable Debt Framework addresses the Green
Bond Principles as at the date of this PDS. Kiwi Property
may amend the Sustainable Debt Framework from
time to time. Any amendments to the Sustainable Debt
Framework would apply to the Green Bonds. There is,
however, no legal obligation on Kiwi Property to comply
with the Sustainable Debt Framework or the relevant
market standards described in the Sustainable Debt
Framework (including the Green Bond Principles) on an
ongoing basis.
Use of proceeds
As described in Section 4 of this PDS (Purpose of the Offer),
Kiwi Property intends to allocate an amount equal to the
proceeds of the Offer to finance or refinance its direct and
indirect investments in Eligible Projects in accordance with
the Sustainable Debt Framework. Consistent with this, Kiwi
Property will apply the net proceeds of the Offer to repay
existing bank debt of the Group.
Kiwi Property may allocate an amount equal to the proceeds
of the Offer to refinance low carbon and energy efficient
buildings without any limitation on the look-back period
provided the buildings constitute Eligible Projects at the
time of refinancing.
Process for evaluation and selection of
Eligible Projects
The categories for eligible projects under the Green Bond
Principles include “green buildings that meet regional,
national or internationally recognised standards or
certifications for environmental performance.” Under the
Sustainable Debt Framework, when determining if an asset
is an Eligible Project, Kiwi Property will use the following
national standards:
• the New Zealand Green Building Council’s (NZGBC) Green
Star rating system, an internationally recognised rating
system for the sustainable design, construction and
operation of buildings and fit-outs;
• the NABERSNZ rating system, an independent tool for
rating the energy efficiency of office buildings; or
• the Homestar rating system, an independent rating tool
for assessing the health, efficiency and sustainability of
residential properties.
To qualify as an Eligible Project, a building must meet one or
more of the following criteria:
• certified as obtaining, or targeting, a minimum 5-Star
NZGBC Green Star Design (for planned buildings) and/or
Built (for existing buildings) rating;
• certified as obtaining, or targeting, a minimum 4-Star
NABERSNZ Energy Base Building rating or Energy Whole
Building rating; and/or
• certified as obtaining, or targeting, a minimum 7-Star
Homestar rating.
Kiwi Property
Product Disclosure Statement
13
Existing and/or planned buildings that are targeting (but are
yet to receive) one or more of the above ratings criteria may
also qualify as an Eligible Project where Kiwi Property has
evidence indicating that the rating will be achieved.
Management of proceeds
The Sustainable Debt Framework provides that:
• Kiwi Property maintains a register of Eligible Projects
that outlines (among other things) their current value,
the allocation of proceeds, the applicable Green Star,
NABERSNZ and/or Homestar rating(s), and the level of Kiwi
Property’s ownership interest; and
• Kiwi Property monitors the allocation of proceeds and the
current value of Eligible Projects on a yearly basis, aligned
to the end of year annual financial reporting process.
Under the Sustainable Debt Framework, if, at any time, there
are unallocated green debt (including the Green Bonds)
proceeds:
• Kiwi Property will apply an amount equal to those
unallocated proceeds to repay revolving bank debt or
to invest in cash deposits or cash equivalents until Kiwi
Property is able to allocate an amount equal to those
unallocated proceeds in accordance with the Sustainable
Debt Framework;
• no contractual right of review or repayment will arise,
and no loss of green classification will occur;
• Kiwi Property will disclose this information within the
annual use of proceeds reporting; and
• Kiwi Property will endeavour to allocate any unallocated
green debt proceeds in accordance with the Sustainable
Debt Framework as soon as possible.
Reporting
The Sustainable Debt Framework provides for Kiwi Property
to make annual use of proceeds reporting, impact reporting,
and any amendments to the Sustainable Debt Framework
publicly available.
External review
In accordance with the Sustainable Debt Framework,
Kiwi Property intends to seek assurance from a limited
assurance provider on an annual basis in relation to its
green debt (including the Green Bonds) and alignment with
the Green Bond Principles (June 2021) and the Sustainable
Debt Framework. The balance sheet date of the last
assurance statement was 31 March 2022.
As at the date of this PDS, the limited assurance provider
is Ernst & Young Limited (EY). EY has consented to the
statements regarding its role as the limited assurance
provider being included in this PDS.
No Event of Default
If:
• Kiwi Property fails to ensure that the aggregate value
of the pool of Eligible Projects is at least equal to the
aggregate amount of all its outstanding green bonds
(including the Green Bonds issued under the Offer)
and green loans;
• Kiwi Property fails to comply with the Sustainable
Debt Framework in any other way;
• the Green Bonds cease to satisfy the Green Bond
Principles (including, without limitation, as a result
of an amendment to the Green Bond Principles); or
• Kiwi Property fails to notify Holders that the Green
Bonds cease to comply with the Sustainable Debt
Framework or the Green Bond Principles,
then:
• no Event of Default will occur in relation to the Green
Bonds; and
• neither you nor Kiwi Property will have any right for the
Green Bonds to be repaid early.
Kiwi Property’s obligations under the Trust Deed are not
affected by the labelling of the Green Bonds as ”green”,
and any breach of the Trust Deed is to be determined
without regard to any such ”green” label, the Sustainable
Debt Framework or any relevant market standards
described in the Sustainable Debt Framework (including
the Green Bond Principles).
If Kiwi Property fails to comply with the Sustainable
Debt Framework or the relevant market standards
described in the Sustainable Debt Framework (including
the Green Bond Principles) or if the Green Bonds cease
to be labelled as “green”, Kiwi Property will set out this
information in its annual use of proceeds reporting.
This means there is no legal obligation for Kiwi Property
to comply with the Sustainable Debt Framework or the
relevant market standards described in the Sustainable
Debt Framework (including the Green Bond Principles)
on an ongoing basis.
The Supervisor has no obligations in relation to the
application of the proceeds of the Green Bonds or
Kiwi Property’s compliance with the Sustainable Debt
Framework.
5.2 Green Bond Principles and the
Sustainable Debt Framework (continued)
Kiwi Property
Product Disclosure Statement
14
5.3 Ranking and security
Ranking
The Green Bonds are senior secured debt securities
issued by Kiwi Property. In a liquidation of Kiwi Property,
each of your Green Bonds will give you the right to payment
of an amount equal to the Principal Amount plus accrued
but unpaid interest. Your right to payment of this amount
will rank:
• behind claims of holders of prior-ranking secured claims
on Kiwi Property and holders of claims on Kiwi Property
that are preferred by law;
• equally with claims of other Holders and holders of any
other secured claims on Kiwi Property that rank equally
with the Green Bonds; and
• ahead of claims of holders of lower ranking secured
claims on Kiwi Property, holders of unsecured claims on
Kiwi Property and Kiwi Property’s shareholders.
Kiwi Property’s ability to pay interest on, and repay, the
Green Bonds is highly dependent on the rental income
received by its subsidiaries, which hold all the real
properties of the Group. Kiwi Property’s obligations under
the Green Bonds are supported by the guarantees and
security granted by the Guarantors. These factors mean it
is important to understand where the Green Bonds would
rank in a liquidation of the Group as well.
The following diagram shows how the liabilities of the Group,
including the Green Bonds, and equity rank in a liquidation
of the Group. The diagram does not describe every type of
liability or equity that the Group may have over the term of
the Green Bonds.
Ranking on a liquidation
of the Group
Type of obligationLiabilities and equity of the
Group as at 30 September 2022
(NZ$m)
Higher
ranking
Liabilities that rank in
priority to the Green
Bonds
Prior ranking secured obligations and creditors
preferred by law (for example, certain amounts
payable to the Inland Revenue)
4.1
Liabilities that rank equally
with the Green Bonds
(including the Green
Bonds)
Secured obligations
(for example:
The Green Bonds
The Existing Bonds, being fixed-rate senior
secured bonds quoted on the NZX Debt Market
under ticker codes KPG020, KPG030, KPG040
and KPG050
Amounts outstanding under the Group’s bank
facilities
Certain derivative transactions, such as interest
rate hedging)
1,242.7
Liabilities that rank below
the Green Bonds
Unsecured obligations (for example, general
creditors)
182.9
Lower
ranking
EquityOrdinary shares and retained earnings 2,054.3
Basis of preparation of table
Amounts in the table above are indicative amounts (subject to rounding adjustments) based on the Group’s half-year financial
statements prepared as at 30 September 2022. The table assumes NZ$125 million of Green Bonds are issued under the Offer
and that the proceeds of the Green Bonds are used to repay existing bank debt of the Group. The actual amounts of liabilities
and equity of the Group at the point of its liquidation would be different to the indicative amounts set out above.
The final size of the Offer will not materially impact the indicative amounts in the table because the proceeds of the
Green Bonds are intended to be applied to repay existing bank debt of the Group, which ranks equally with the Green Bonds.
As at 30 September 2022, the Group had amounts outstanding under bank facilities of NZ$739 million, which is more than the
assumed issue size of NZ$125 million.
While for simplicity the amounts in the table are presented by reference to the liabilities and equity of the Group as a whole,
Holders and the other Beneficiaries would only have claims against Kiwi Property and the other Guarantors (including their
assets subject to the security described below) on a liquidation.
Liabilities that rank in priority to the Green Bonds on a liquidation include outstanding employee wages and salaries and certain
amounts payable to the Inland Revenue. There are typically other liabilities which arise in a liquidation and which may rank in
priority to the Green Bonds, such as enforcement costs and liquidation costs, which are not possible to foresee and cannot
therefore be quantified.
Kiwi Property
Product Disclosure Statement
15
Overview of the security and guarantees
Kiwi Property’s obligations under the Green Bonds are:
• guaranteed by each Guarantor under the GSD; and
• secured against all of the assets of each Guarantor under
the GSD, together with Mortgages over substantially all of
the real property (being land and the buildings and other
fixtures on that land) owned by the Guaranteeing Group.
This security secures the Green Bonds and certain other
obligations of the Group in favour of the Security Trustee
for the benefit of the Holders and other Beneficiaries
under the Group’s financing arrangements.
These guarantee and security arrangements are described
in more detail below.
Security granted by Guarantors
Each Guarantor (including Kiwi Property) has granted
security over all of its assets under the GSD in favour of
the Security Trustee. The security granted under the GSD
includes a security interest over all personal property and a
charge over all real property, and secures all amounts owing
to the Beneficiaries.
Under the Group’s bank facility documentation, each
Guarantor undertakes in favour of the Group’s bank facility
lenders to grant a Mortgage over any real property it owns
(being land and the buildings and other fixtures on that land)
in favour of the Security Trustee. However, a Guarantor may
elect to exclude a real property from the requirement to be
subject to a registered Mortgage if the aggregate value of all
real properties so excluded by the Guaranteeing Group does
not exceed 10% of the aggregate value of all real properties
owned by the Guaranteeing Group at any time.
As at the date of this PDS, two Guarantors, Kiwi Property
Centre Place Limited and Kiwi Property Te Awa Limited,
are party to 50:50 joint ventures with unrelated JV parties
in relation to Centre Place North and The Base shopping
centres. The joint venture companies that own these
shopping centres do not form part of the Group (and
accordingly are not Guarantors), and the shopping centres
are not subject to registered Mortgages. The respective joint
venture interests of Kiwi Property Centre Place Limited and
Kiwi Property Te Awa Limited are subject to the security
granted under the GSD.
While the Mortgages secure all amounts owing to the
Beneficiaries (including the Holders), the undertaking in the
Group’s bank facility documentation to grant Mortgages is
given for the benefit of the Group’s bank facility lenders only.
This undertaking may be amended or waived by the Group’s
bank facility lenders at any time without the consent of the
Holders, or expire if the Group’s bank facility documentation
terminates before the Maturity Date.
The assets of the Guaranteeing Group that are subject to the
security granted under the GSD and the Mortgages are the
Secured Assets.
The documents that create or govern the security given by
the Guarantors are:
• the GSD;
• the Mortgages; and
• the Security Trust Deed.
The security is held by New Zealand Permanent Trustees
Limited as Security Trustee under the Security Trust Deed.
The Security Trustee holds the security for the benefit of the
Beneficiaries on an equal ranking basis. As at the date of this
PDS, the Beneficiaries are:
• the Holders (in relation to the Green Bonds);
• the holders of the Existing Bonds;
• the Supervisor;
• the Group’s bank facility lenders and hedging providers;
and
• the Security Trustee (on its own account and as security
trustee under the Security Trust Deed).
Other persons may become Beneficiaries in the future.
As described below under “Restrictions on creating further
secured liabilities”, each Guarantor is permitted to grant
security to other creditors in certain circumstances.
The amount of the Group’s liabilities that are secured in
favour of the Security Trustee and the total value of the
Secured Assets (being the assets secured in relation to
those liabilities) are shown in the table below:
30 September
2022
30 September
2022 adjusted
Group’s secured
liabilities
NZ$1,242.7 millionNZ$1,101.0 million
Secured AssetsNZ$3,484.0 millionNZ$3,231.2 million
The figures above under the heading “30 September 2022”
are based on the Group’s half-year financial statements
prepared as at 30 September 2022, which have been the
subject of a review by an independent auditor pursuant to
the External Reporting Board’s New Zealand Standards on
Review Engagement 2410 (Revised).
The figures above under the heading “30 September 2022
adjusted” update the 30 September 2022 figures to take
into account more recent information, namely:
• the Group’s secured liabilities figure is based on the
Group’s unaudited management accounts as at 31
January 2023 (being the most recent management
accounts available as at the date of this PDS); and
• the Secured Assets figure is based on the 30 September
2022 Secured Assets figure, but adjusted to reflect the
March 2023 Draft Valuations (which exclude assets that
have been sold since 30 September 2022).
The figures in the above table have not been adjusted to
reflect any changes resulting from the issue of the Green
Bonds. The issue of the Green Bonds does not impact on
the amount of the Group’s secured liabilities or Secured
Assets as the proceeds of the Green Bonds will be used to
repay existing bank debt of the Group, which ranks equally
with the Green Bonds.
Guarantees
The Guarantors are Kiwi Property and certain of its wholly
owned subsidiaries that are party to the GSD. Each
Guarantor is a member of the Group. As at the date of
this PDS, the guaranteeing subsidiaries are Kiwi Property
Holdings Limited, Sylvia Park Business Centre Limited, Kiwi
Property Te Awa Limited, Kiwi Property Centre Place Limited,
Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings
No. 3 Limited, Kiwi Property Holdings No. 4 Limited, Kiwi
Property Holdings No. 5 Limited and Kiwi Property Holdings
No. 7 Limited. The guaranteeing subsidiaries may change
from time to time.
5.3 Ranking and security (continued)
Kiwi Property
Product Disclosure Statement
16
No other members of the Group are guarantors of the
Green Bonds.
Under the Security Trust Deed, each Guarantor undertakes
that the total assets held by the Guaranteeing Group must
not be less than 90% of the total assets of the Group.
Under the GSD, each Guarantor:
• guarantees the due and punctual payment of all amounts
payable by Kiwi Property to Holders of the Green Bonds
on a joint and several basis; and
• also guarantees the due and punctual payment of all
amounts payable by the Group to the other Beneficiaries
on a joint and several basis.
There are no limits on the obligations of the Guarantors in
respect of the amounts owing under the guarantee.
The Guarantors’ obligations under the guarantee are
secured by security granted over all of their assets under
the GSD, together with Mortgages over substantially all of
the real property (being land and the buildings and other
fixtures on that land) owned by the Guaranteeing Group.
The Secured Assets of the Guarantors are sufficient and
are reasonably likely to be sufficient to:
• pay all amounts that may become owing under the
guarantee granted by the Guarantors in respect of their
obligations to the Beneficiaries; and
• pay all other secured liabilities that rank equally with or
in priority to each Guarantor’s obligations under that
guarantee.
Under the Security Trust Deed, a Guarantor may be released
from its obligations and liabilities as a Guarantor if, among
other things:
• all secured money owing by that Guarantor to the
Beneficiaries (other than contingently) has been repaid;
and
• it will not cause an Event of Default to occur under the
Green Bonds or an event of default to occur under any
of the Group’s other financing arrangements.
Events of Default
Your Green Bonds will only become repayable before the
Maturity Date if an “Event of Default” occurs.
The Events of Default are set out in the Trust Deed. In
summary, they include:
• Kiwi Property failing to pay any Principal Amount or
interest due on the Green Bonds;
• Kiwi Property failing to comply with any of its other
material obligations under the Trust Deed;
• a Guarantor failing to comply with any of its material
obligations under the guarantee under the GSD;
• Kiwi Property making a material misrepresentation under
the Trust Deed;
• a Guarantor making a material misrepresentation under
the guarantee under the GSD;
• the guarantee under the GSD being terminated or
amended or waived in a manner materially adverse to the
interests of the Holders;
• an insolvency event occurring in relation to Kiwi Property
or a Guarantor;
• Kiwi Property or a Guarantor having to repay more than
NZ$10 million (in total) of other indebtedness before its
due date because of a default; or
• the gearing ratio in the Trust Deed being breached and
not remedied within the grace periods set out in the
Trust Deed. The gearing ratio and grace periods are
described below under “Restrictions on creating further
secured liabilities”.
This summary does not list all of the Events of Default or
provide full details of the Events of Default. For example, in
some cases, the Events of Default are subject to thresholds
or allow grace periods for the event to be remedied. See
clause 12.1 of the Trust Deed for full details of the Events
of Default.
If an Event of Default occurs, the Supervisor will declare
that the Green Bonds are immediately due and payable if:
• the Supervisor exercises its discretion to do this; or
• a Major Event of Default occurs. A “Major Event of
Default” occurs if, in summary:
–Kiwi Property fails to pay any Principal Amount or
interest due on the Green Bonds (subject to applicable
grace periods); or
–the gearing ratio in the Trust Deed is breached and not
remedied within the grace periods set out in the Trust
Deed; or
• the Supervisor is directed to do this by a Special
Resolution.
If the Supervisor declares that the Green Bonds are
immediately due and payable, Kiwi Property will need
to repay you the Principal Amount of your Green Bonds,
together with accrued but unpaid interest to the date of
repayment.
Security Trust Deed
The Security Trustee holds the guarantee, the security
granted under the GSD and the Mortgages for the benefit
of all of the Beneficiaries and they can only be enforced in
accordance with the Security Trust Deed. The Supervisor
represents the Holders in relation to the Security Trust
Deed (that is, individual Holders do not participate in the
administration of the Security Trust Deed).
In summary:
• If an event of default occurs under any of the secured
liabilities (for example, an Event of Default under the
Trust Deed) and the affected Beneficiary (or their
representative) wishes to enforce the security, the
affected Beneficiary (or their representative) must notify
the Security Trustee and the other Beneficiaries (or their
representatives). To enforce the security, all Beneficiaries
must first be consulted.
• Where Beneficiaries are unable to agree following a
consultation, the “Majority Beneficiaries” (in summary,
Beneficiaries who have secured money owing to them
that in aggregate equal more than 50% of the secured
money owing to all Beneficiaries) have rights to direct the
Security Trustee to enforce the security.
In the absence of direction from all Beneficiaries or the
Majority Beneficiaries, the Security Trustee may act (or
refrain from taking action) as it considers to be in the best
interests of the Beneficiaries.
5.3 Ranking and security (continued)
Kiwi Property
Product Disclosure Statement
17
The Security Trust Deed contains a number of other
important terms. These terms include:
• the rule that Holders may only enforce their rights under
the Security Trust Deed through the Supervisor;
• the rule that the Supervisor may only enforce the
guarantee and security given by each Guarantor through
the Security Trustee;
• rules relating to distributing the proceeds on enforcement
received by the Security Trustee;
• rules relating to how amendments, waivers and consents
can be made or given under the Security Trust Deed, the
GSD and the Mortgages; and
• the powers and duties of the Security Trustee.
Restrictions on creating further secured liabilities
The Group can, at any time after the Issue Date, create
further liabilities that rank equally with or in priority to
the Green Bonds. These liabilities could, for example, be
other secured bonds or additional bank debt. However,
there are covenants in the Trust Deed, the Security Trust
Deed and Kiwi Property’s other financing documents that
have the effect of restricting the Group’s ability to create
further liabilities that rank equally with or in priority to the
Green Bonds.
Where those covenants are set out in Kiwi Property’s other
financing documents, those covenants are not terms of the
Green Bonds so you do not have the benefit of these. They
may also be amended or waived by the relevant financiers
or Security Trustee, or expire if those financing documents
terminate before the Maturity Date.
Gearing ratio in the Trust Deed
The Trust Deed contains a gearing ratio that requires Kiwi
Property to ensure that, for so long as the Green Bonds are
outstanding, finance debt of the Group does not exceed
50% of the total tangible assets of the Group. Finance debt
of the Group includes bonds issued by the Group, bank debt
incurred by the Group and other indebtedness of the Group,
in each case other than subordinated debt. This ratio limits
the ability of the Group to borrow money.
The maximum gearing ratio that applies to the Green Bonds
(being 50%) is higher than the maximum gearing ratio that
applies to Kiwi Property’s Existing Bonds. For the Existing
Bonds, the maximum gearing ratio is 45%. The Supplemental
Trust Deed amends the maximum gearing ratio in the Master
Trust Deed in respect of the Green Bonds to 50%. Kiwi
Property has made this amendment because it considers
that a gearing ratio of 50% is generally consistent with
the approach adopted by a number of other comparable
listed property companies in the New Zealand market.
Kiwi Property intends that a maximum gearing ratio of 50%
will also apply to any future senior secured bonds issued
by the Group.
If the gearing ratio is breached under the Trust Deed, this
must be remedied within six months of the time that the
non-compliance is required to be reported to the Supervisor
based on Kiwi Property’s and the Group’s half-yearly reports.
If the breach is not remedied after that six month period,
Kiwi Property must notify the Supervisor and all Holders of
the breach within 20 Business Days, together with its plan to
remedy the breach. If the breach is not remedied within six
months of the time this notice was required to be delivered,
an Event of Default will occur. A breach of the gearing ratio
in respect of the Existing Bonds will not constitute an Event
of Default under the Green Bonds unless that breach also
exceeds the maximum gearing ratio that applies to the
Green Bonds (being 50%).
As at 30 September 2022, the gearing ratio was 35.7%.
The gearing ratio would be 34.1% based on the Group’s
finance debt as at 31 January 2023 (being the date of the
most recent unaudited management accounts available as
at the date of this PDS) and with the Group’s total tangible
assets as at 30 September 2022 adjusted to reflect the
March 2023 Draft Valuations (which exclude assets that
have been sold since 30 September 2022).
Promise to not grant security under the
Security Trust Deed
The Guarantors have also agreed, under the Security Trust
Deed, not to create or allow to exist any other security over
their assets other than certain permitted security. Permitted
security includes, among others, security securing amounts
that do not exceed 5% of the Group’s total tangible assets.
Other restrictions on the Group
The terms of Kiwi Property’s bank facility documents also
contain covenants that limit the ability of the Group to
create further security or liabilities that rank equally with
or in priority to the Green Bonds.
These covenants include:
• a gearing ratio similar to the gearing ratio in the Master
Trust Deed that applies to the Existing Bonds (described
under “Gearing ratio in the Trust Deed” above) but which
will increase to 50% once Kiwi Property no longer has
any senior secured bonds with a maximum gearing ratio
of 45%;
• a general restriction on creating other security, subject
to certain exceptions similar to those described under
“Promise to not grant security under the Security Trust
Deed” above; and
• a net rental income ratio, which measures the ratio of
the Group’s net rental income to its net interest expense
in any 12-month period.
5.4 Other relevant information about the
Trust Deed
The Trust Deed also contains a number of standard
provisions, including terms relating to:
• the powers and duties of the Supervisor; and
• the process for amending the Trust Deed.
Kiwi Property and the Supervisor are able to amend the
Trust Deed without the approval of Holders if the Supervisor
is satisfied that the amendment does not have a material
adverse effect on the Holders. The Trust Deed may also
be amended if the amendment is approved by a Special
Resolution.
Amendments made in accordance with the terms of the
Trust Deed are binding on you even if you did not agree
to them.
You can find a copy of the Trust Deed on the Disclose
register. You should read the Trust Deed for more
information.
5.3 Ranking and security (continued)
Kiwi Property
Product Disclosure Statement
18
6. Risks of investing
6.1 Introduction
This Section 6 describes the following potential risks
associated with an investment in the Green Bonds:
• general risks of investing in the Green Bonds; and
• significant specific risks relating to Kiwi Property’s
creditworthiness.
Kiwi Property’s ability to pay interest on, and repay, the
Green Bonds is highly dependent on the rental income
received by its subsidiaries, which hold all the real properties
of the Group. Kiwi Property’s obligations under the Green
Bonds are supported by the guarantees and security
granted by the Guarantors.
These factors mean the Group’s creditworthiness is directly
relevant to Kiwi Property’s ability to pay interest on, and
repay, the Green Bonds and this Section 6 therefore also
describes significant specific risks relating to the Group’s
creditworthiness.
The selection of risks relating to Kiwi Property’s and the
Group’s creditworthiness has been based on an assessment
of a combination of the probability of a risk occurring and
the impact of the risk if it did occur. The assessment is
based on Kiwi Property’s business as at the date of this PDS.
You should carefully consider these risk factors (together
with the other information in this PDS) before deciding to
invest in the Green Bonds.
This Section 6 does not cover all of the risks of investing in
the Green Bonds. Additional risks that Kiwi Property is not
aware of, or that it currently considers are not material, may
also become important risk factors over time.
The statement of risks in this Section 6 does not take
account of your personal circumstances, financial position
or investment requirements. Before making any investment
decision, you should consider the suitability of an
investment in the Green Bonds in light of your individual risk
profile for investments, investment objectives and personal
circumstances (including financial and taxation issues) and
consult your financial advice provider.
6.2 General risks
An investment in the Green Bonds is subject to the following
general risks:
The risk that Kiwi Property or the Group
encounters financial difficulty which has an
adverse effect on your investment
If Kiwi Property, one or more Guarantors or the Group
encounters financial difficulty, this may in turn:
• adversely affect the market price and liquidity of your
Green Bonds; and/or
• result in Kiwi Property not paying interest or repaying
your Green Bonds when due.
If Kiwi Property becomes insolvent and the Guarantors are
unable to meet their obligations under the guarantee and
security under the GSD, you may lose all or some of your
investment.
Market risks associated with the Green Bonds
The market price of the Green Bonds may fluctuate
up or down and the Green Bonds may trade below their
Principal Amount
The market price of the Green Bonds on the NZX Debt
Market may fluctuate due to various factors, including
liquidity and changes in interest rates, Kiwi Property’s
financial position, Kiwi Property’s credit rating or the credit
rating of the Green Bonds.
The Interest Rate on the Green Bonds will be fixed for the
term of the Green Bonds, but if, for example, market interest
rates go up, the Interest Rate may become less attractive
compared to returns on other investments during the term
of the Green Bonds.
The Green Bonds may trade at a market price below
their Principal Amount. If you sell your Green Bonds at a
time when the market price of the Green Bonds is lower
than the Principal Amount, you will lose some of the money
you invested.
Kiwi Property
Product Disclosure Statement
19
The liquidity of the Green Bonds may be low
The market for the Green Bonds may not be liquid and may
be less liquid than that of other securities issued by Kiwi
Property or comparable securities issued by other issuers.
If liquidity is low, you may not be able to sell your Green
Bonds at an acceptable price, or at all.
The Green Bonds may cease to be labelled as “green”
If Kiwi Property fails to comply with the Sustainable Debt
Framework or the relevant market standards described in
the Sustainable Debt Framework (including the Green Bond
Principles) or if the Green Bonds cease to satisfy the Green
Bond Principles, the Green Bonds may cease to be labelled
as “green”.
In addition, if market practices, standards, principles,
guidelines or regulations develop in a way that the Green
Bonds are not consistent with, the Green Bonds may cease
to be labelled as “green”.
In these circumstances, Holders that invested in Green
Bonds on the basis of the “green” label or compliance with
the Green Bond Principles may consider that the Green
Bonds no longer align with their intentions or requirements.
If the Green Bonds cease to be labelled as “green”, you may
not be able to sell your Green Bonds at an acceptable price,
or at all.
6.3 Specific risks relating to Kiwi Property’s
creditworthiness
Kiwi Property and the Group are exposed to a number of
risks that may affect their business and therefore their
financial performance and creditworthiness. The most
significant risks relating to Kiwi Property and the Group’s
creditworthiness are set out below.
Changes affecting the valuation of the Group’s
real properties and the income derived from
those properties
Kiwi Property is subject to the prevailing property market
conditions in New Zealand, and in particular Auckland,
where a significant portion of the Group’s real properties are
located. The Group also has concentrated exposure to large
individual real properties or sites, such as Sylvia Park and the
Vero Centre.
The Group’s primary source of revenue is rental income.
Adverse changes in property market conditions could have
a negative impact on market rental returns from, and the
market value of, the Group’s real properties. If significant
and/or sustained, this could have a material negative impact
on the Group’s financial performance and creditworthiness,
and may result in the Group needing to sell real properties in
unfavourable market conditions.
Adverse changes in the property market could arise from a
number of factors, including in relation to Kiwi Property:
• changes in general economic or credit conditions which
affect occupancy demands, particularly in Auckland
where a significant portion of the Group’s real properties
are located;
• changes in specific occupancy demands for one or more
of the Group’s large real properties or sites (such as Sylvia
Park or the Vero Centre);
• changes in business conditions leading to the bankruptcy,
liquidation or closure of one or more of the Group’s major
tenants. As at 30 September 2022, Kiwi Property’s top
10 major tenants made up approximately 30.8% of Kiwi
Property’s gross rental income; and
• the seismic resilience rating of the Group’s real properties,
and tenants’ perceptions of their adequacy (which
could affect the attractiveness and likely rent payable
in connection with those real properties). In particular,
changes in the way compliance with building standards
is assessed may result in material capital expenditure to
strengthen buildings.
An adverse change in the property market is largely out of
Kiwi Property’s control. However, Kiwi Property attempts
to manage this risk by owning and investing in a diversified
property portfolio, maintaining strong relationships with
tenants and actively managing the Group’s real properties
to retain tenants long-term.
Natural disaster and insurance risks
If a natural disaster (for example, an earthquake or
major weather event) occurred, particularly in Auckland,
a significant portion of the Group’s real properties could
be adversely impacted, and the Group’s business may be
materially interrupted for a prolonged period.
While the Group has comprehensive material damage and
business interruption insurance, in the event of a natural
disaster, there is a risk that:
• the insurance proceeds may not cover all of the resulting
losses and costs;
• the insurance claims may be disputed; and/or
• the natural disaster makes subsequent insurance cover
difficult or costly to obtain or unobtainable.
There is also no guarantee that all material damage
and business interruption claims would be recovered
from insurers.
The impact of a natural disaster and the associated risks
could have a material negative impact on the Group’s
financial performance and creditworthiness.
Seismic assessment and seismic
remediation risks
The process undertaken and standards which are applied
in building seismic assessments evolve over time as
the engineering profession’s understanding of seismic
events develops. This means that the outcome of seismic
assessments may be subject to change over time. Changes
to seismic standards (or the interpretation and application
of existing seismic standards) could result in buildings no
longer meeting the minimum seismic standards required
by law, or deemed appropriate by the Group and/or
prospective tenants, which could negatively impact demand
from tenants, reduce the market value of the affected real
properties, decrease revenue and require the Group to
undertake further seismic remediation works. If significant
and/or sustained, this could have a material negative impact
on the Group’s financial performance and creditworthiness.
The Group attempts to manage this risk by maintaining a
seismic assessment and remediation programme which
includes obtaining engineering advice on any changes to
seismic assessment processes and standards.
6.2 General risks (continued)
Kiwi Property
Product Disclosure Statement
20
Funding risks
As a real estate owner, the Group is reliant on external
debt funding to fund its business, including to finance
developments and other capital expenditure. The availability
of external debt funding depends on several factors which
may be out of the Group’s control, such as economic
conditions, regulations that affect the availability and cost
of funding real estate businesses and lenders’ perception
of the Group’s creditworthiness.
The Group attempts to manage this risk by diversifying its
sources of debt funding. However, diversification cannot
eliminate this risk.
If the Group is unable to maintain sufficient debt funding
or refinance existing debt as and when required, it may
be forced to sell real properties in unfavourable market
conditions to finance its business or repay that debt, which
could have a material negative impact on the Group’s
financial performance and creditworthiness.
Development risks
Development of real properties is an important part of
the Group’s business. As at the date of this PDS, the Group
had NZ$147 million of development work in progress.
The Group’s development programme relies on the Group’s
ability to acquire suitable sites for development (where
an existing site is not being developed) and complete
developments on time and within the budgeted cost.
The Group’s acquisition and development pipeline requires
access to sufficient capital, both equity and external debt
funding, to finance the acquisition and development costs.
When undertaking a development, the risks that the
Group may face include industrial disputes, inclement
weather, labour and materials supply shortages, health
and safety issues, escalating construction costs, design and
construction difficulties, delays or default by a construction
contractor, the inability to contract with construction
contractors on the terms anticipated, including as to cost
and timeframe and the existence of latent liabilities, such
as asbestos or other hazardous materials. If the Group is
unable to complete a development on time, the Group
may incur additional costs, be exposed to counterparty
claims and suffer a loss of rental income. If significant, these
circumstances could have a material negative impact on
the Group’s financial performance and creditworthiness.
Kiwi Property attempts to mitigate these risks by
designing and adopting robust development planning
and implementation measures.
6.3 Specific risks relating to Kiwi Property’s
creditworthiness (continued)
Kiwi Property
Product Disclosure Statement
21
7. Ta x
The returns on the Green Bonds will be affected by taxes.
The information in this Section 7 and in Section 8 of this PDS
(Tax consequences for overseas Holders) is based on the
law in force at the date of this PDS and does not constitute
tax advice to any Holder, is general in nature and is limited
to New Zealand taxation only. Future changes to tax laws
or other laws may affect the tax consequences of an
investment in Green Bonds.
If you are a New Zealand tax resident or otherwise receive
payments of interest on the Green Bonds that are subject
to the New Zealand resident withholding tax (RWT) rules,
RWT will be deducted from payments of interest to you
at the relevant rate unless evidence of your RWT-exempt
status (as defined in the Income Tax Act 2007) has been
provided to the Registrar on or before the record date for
the relevant payment date.
There may be other tax consequences for Holders from
acquiring or disposing of the Green Bonds, including under
the financial arrangements rules in the Income Tax Act 2007.
If you have any questions regarding the tax consequences
of investing in the Green Bonds you should seek advice from
a tax adviser.
8. Ta x
consequences
for overseas
Holders
If you receive payments of interest on the Green Bonds that
are subject to the New Zealand non-resident withholding
tax (NRWT) rules, an amount equal to any NRWT or approved
issuer levy (AIL) payable (as applicable) will be deducted
from payments of interest to you. Future changes to tax
laws or other laws may affect the tax consequences of an
investment in Green Bonds.
Except where you elect otherwise and Kiwi Property agrees,
or it is not possible under any law, Kiwi Property intends to
apply the AIL regime in order to reduce the rate of NRWT to
zero percent. In certain cases, AIL cannot be paid to reduce
the rate of NRWT to zero percent, for example, where a
Holder holds the Green Bonds jointly with a New Zealand tax
resident. If the AIL regime changes, Kiwi Property reserves
the right not to pay AIL.
Overseas Holders may be subject to tax in their own
jurisdiction.
If you have any questions regarding the tax consequences
of investing in the Green Bonds you should seek advice from
a tax adviser.
Kiwi Property
Product Disclosure Statement
22
9. Selling restrictions
and indemnity
Kiwi Property has not taken and will not take any action
which would permit a public offering of Green Bonds, or
possession or distribution of any offering material in respect
of the Green Bonds, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
9.1 Initial selling restrictions
If sold in New Zealand, the Green Bonds may only be
offered in New Zealand in conformity with all applicable
laws and regulations in New Zealand. In respect of the Offer,
no Green 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 applicable
selling restrictions set out in this Section 9.1. This PDS and
any offering material or any documents in connection
with the Green Bonds 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 applicable selling restrictions set out in this Section
9.1. For the avoidance of doubt, the selling restrictions set
out in this Section 9.1 apply only in respect of the Offer.
United States of America
The Green Bonds have not been and will not be registered
under the Securities Act of 1933, as amended (Securities
Act) and may not be offered or sold 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)). No person may engage in any directed selling efforts
(as defined in Regulation S) in relation to the Green Bonds,
and persons must comply with the offering restrictions in
Regulation S.
The Green 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 Green Bonds, as determined and certified
by the Joint Lead Managers. Any Green 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 Green 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 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 later of the commencement of the offering
of the Green Bonds and the closing date. Terms used above
have the meaning given to them by Regulation S.”
Member States of the European Economic Area
In relation to each Member State of the European Economic
Area, no Green Bonds have been offered and no Green
Bonds will be offered that are the subject of the offering
contemplated by this PDS in relation thereto to the public in
that Member State except that an offer of Green 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
relevant Joint Lead Manager and/or Joint Lead Managers
nominated by Kiwi Property 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 Green Bonds shall
require Kiwi Property or any Joint Lead Managers 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 an “offer
of the Green Bonds to the public” in relation to any Green
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 Green Bonds to be offered so as
to enable an investor to decide to purchase or subscribe
for the Green Bonds and the expression “EU Prospectus
Regulation” means Regulation (EU) 2017/1129.
United Kingdom
No Green Bonds have been offered and no Green Bonds will
be offered that are the subject of the offering contemplated
by this PDS in relation thereto to the public in the United
Kingdom except that an offer of Green Bonds to the public
in the United Kingdom may be made:
(a) to any legal entity which is a qualified investor as defined
in Article 2 of the UK Prospectus Regulation;
(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 relevant Joint Lead
Manager and/or Joint Lead Managers nominated by Kiwi
Property 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 Green Bonds shall
require Kiwi Property or any Joint Lead Manager to publish
a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of the UK
Prospectus Regulation.
Kiwi Property
Product Disclosure Statement
23
For the purposes of this provision, the expression an “offer
of the Green Bonds to the public” in relation to any Green
Bonds means the communication in any form and by any
means of sufficient information on the terms of the offer and
the Green Bonds to be offered so as to enable an investor
to decide to purchase or subscribe for the Green 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 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
Green Bonds in circumstances in which section 21(1) of
the FSMA applies to Kiwi Property.
All applicable provisions of the FSMA with respect to
anything done in relation to the Green Bonds in, from
or otherwise involving the United Kingdom must be
complied with.
Japan
The Green 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 Green Bonds shall not transfer or
resell the Green Bonds in Japan or to a Japanese person
except where the transferor transfers or resells all the
Green 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
Each Joint Lead Manager has acknowledged that this
PDS has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, each Joint
Lead Manager has represented, warranted and agreed that
it has not offered or sold any Green Bonds or caused the
Green Bonds to be made the subject of an invitation for
subscription or purchase and will not offer or sell any Green
Bonds or cause the Green Bonds to be made the subject
of an invitation for subscription or purchase, and has not
circulated or distributed, nor will it circulate or distribute,
this PDS or any other document or material in connection
with the offer or sale, or invitation for subscription or
purchase, of the Green Bonds, whether directly or indirectly,
to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A
of the Securities and Futures Act 2001 (Singapore), as
modified or amended from time to time (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 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 Green 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
Green 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 Green 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
Green 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 Green
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.
9.1 Initial selling restrictions (continued)
Kiwi Property
Product Disclosure Statement
24
Australia
No prospectus or other disclosure document (as defined
in the Corporations Act 2001 of Australia (Corporations
Act)) in relation to the Green Bonds 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
Green 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, this PDS, any information
memorandum, prospectus or any other offering
material or advertisement relating to the Green Bonds
in Australia,
unless:
(i) the 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 Chapter 7 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 (including, without limitation, the licensing
requirements set out in Chapter 7 of the Corporations
Act); and
(iv) such action does not require any document to be lodged
with ASIC or any other regulatory authority in Australia.
By applying for the Green Bonds under the Offer, each
person to whom the Green Bonds are issued (an Investor):
(a) will be deemed by Kiwi Property and each Joint Lead
Manager to have acknowledged that if the Investor
on-sells the Green 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
Green 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 Kiwi Property and each Joint Lead
Manager to have undertaken not to sell those Green
Bonds in any circumstances other than those described
in paragraphs (a)(i) and (a)(ii) above for 12 months after
the date of issue of the Green Bonds.
This PDS is not, and under no circumstances is to be
construed as, an advertisement or public offering of any
Green Bonds in Australia.
9.1 Initial selling restrictions (continued)9.2 General selling restrictions
The Green Bonds may only be offered for sale or sold in
compliance with all applicable laws and regulations in
any country or jurisdiction in which they are offered, sold
or delivered. This PDS and any offering material or any
documents in connection with the Green Bonds may only
be published, delivered or distributed in or from any country
or jurisdiction under circumstances which will result in
compliance with all applicable laws and regulations in that
country or jurisdiction.
9.3 Indemnity
By subscribing for Green Bonds, you agree to comply with
the selling restrictions set out in this Section 9 and to
indemnify Kiwi Property, the Supervisor, the Arranger, the
Green Bond Co-ordinator and the Joint Lead Managers for
any loss suffered as a result of you breaching the selling
restrictions set out in this Section 9.
Kiwi Property
Product Disclosure Statement
25
10. Who is involved?
NameRole
IssuerKiwi Property Group LimitedIssuer of the Green Bonds
SupervisorPublic TrustHolds certain covenants on trust for the benefit
of the Holders, including the right to enforce
Kiwi Property’s obligations under the Green Bonds
Security TrusteeNew Zealand Permanent Trustees
Limited
Holds the guarantees and security under the
GSD and the Mortgages for the benefit of the
Beneficiaries (including the Holders)
Arranger ANZ Bank New Zealand LimitedProvides assistance to Kiwi Property with arranging
the Offer and organising the Bookbuild
Joint Lead ManagersANZ Bank New Zealand Limited,
Commonwealth Bank of Australia,
Craigs Investment Partners Limited,
and Forsyth Barr Limited
Assist with the Bookbuild and the marketing and
distribution of the Green Bonds
RegistrarLink Market Services Limited Maintains the Register
Solicitors to Kiwi Property Russell McVeaghProvide legal advice to Kiwi Property in respect
of the Offer
Solicitors to the SupervisorDentons Kensington SwanProvide legal advice to the Supervisor in respect
of the Offer
Green Bond limited
assurance provider
Ernst & Young LimitedUndertakes an annual independent review of the
use of proceeds report against the Green Bond
Principles and provides a limited assurance report
Green Bond Co-ordinatorANZ Bank New Zealand LimitedProvides assistance to Kiwi Property with
structuring the “green” aspects of the Green Bonds
Except as described above, the Arranger, the Green Bond Co-ordinator and the Joint Lead Managers are not otherwise involved in
the Offer. None of the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers and their respective directors, employees,
agents and advisers have independently verified the content of this PDS. This PDS does not constitute financial advice or a
recommendation from the Arranger, the Green Bond Co-ordinator, any Joint Lead Manager or any of their respective directors,
officers, employees, agents or advisers to purchase, any Green Bonds. You must make your own independent investigation and
assessment of the financial condition and affairs of Kiwi Property before deciding whether to invest in the Green Bonds.
Kiwi Property
Product Disclosure Statement
26
11. How to
complain
Complaints about the Green Bonds
If you have any problems or concerns about the
Green Bonds, contact Kiwi Property’s Investor Relations
via the contact details set out in Section 14 of this PDS
(Contact information), outlining your problems or concerns,
and Kiwi Property will endeavour to resolve the issues.
You may also direct any complaints about the Green Bonds
to the Supervisor at the contact details below:
Public Trust
SAP Tower
Level 16
151 Queen Street
Auckland 1010
Phone: 0800 371 471
Attention: Manager Client Services,
Corporate Trustee Services
The Supervisor is a member of an external, independent
dispute resolution scheme operated by Financial
Services Complaints Limited (FSCL), which is an approved
dispute resolution scheme. If the Supervisor has not been
able to resolve your issue, you can refer the matter to
FSCL by emailing complaints@fscl.org.nz, calling FSCL on
0800 347 257, or contacting the Complaint Investigation
Officer, Financial Services Complaints Limited, Level 4,
Legal House, 101 Lambton Quay, Wellington 6011. The scheme
will not charge a fee to any complainant to investigate or
resolve a complaint.
12. Where you
can find more
information
Disclose register
Further information relating to Kiwi Property, the Group and
the Green Bonds is available free of charge on the online
Disclose register maintained by the Companies Office. The
Disclose register can be accessed at www.disclose-register.
companiesoffice.govt.nz (search offer number OFR13493).
A copy of the information on the Disclose register is also
available on request to the Registrar of Financial Service
Providers at registrar@fspr.govt.nz.
The information contained on the Disclose register includes
copies of the Trust Deed, the GSD, the Security Trust Deed,
the terms of the Mortgages and the Sustainable Debt
Framework.
Information about Kiwi Property and the Group
Kiwi Property has existing debt and equity securities
quoted on the NZX and, accordingly, is subject to
continuous disclosure obligations under the NZX Listing
Rules. Copies of announcements and other documents
disclosed via NZX can be obtained free of charge from
www.nzx.com/companies/KPG.
The Sustainable Debt Framework and any updated
Sustainable Debt Framework will be available free of charge
on Kiwi Property’s website, kiwiproperty.com/corporate/
investor-centre/sustainable-debt-framework/.
Kiwi Property
Product Disclosure Statement
27
13. How
to apply
There is no public pool for the Green Bonds. All of the
Green Bonds (including any oversubscriptions) will be
reserved for subscription by clients of the Joint Lead
Managers, Primary Market Participants and other approved
financial intermediaries invited to participate in the
Bookbuild. This means that you can only apply for Green
Bonds through a Joint Lead Manager, Primary Market
Participant or approved financial intermediary who has
obtained Green Bonds in the Bookbuild.
You can find a Primary Market Participant by
visiting www.nzx.com/investing/find-a-participant.
The Joint Lead Manager, Primary Market Participant or
approved financial intermediary will:
• provide you with a copy of this PDS (if you have not
already received a copy);
• explain what you need to do to apply for the Green Bonds;
and
• explain what payments need to be made by you
(and by when).
The Joint Lead Manager, Primary Market Participant or
approved financial intermediary can also explain what
arrangements will need to be put in place for you to trade
the Green Bonds (including obtaining a CSN, an authorisation
code and opening an account with a Primary Market
Participant) as well as the costs and timeframes for putting
such arrangements in place.
14. Contact
information
Issuer
Kiwi Property Group Limited
Level 7, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: +64 9 359 4000
Email: info@kp.co.nz
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Toll Free: 0800 377 388
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Arranger, Green Bond Co-ordinator
and Joint Lead Manager
ANZ Bank New Zealand Limited
ANZ Centre
Ground Floor
23-29 Albert Street
Auckland 1010
Telephone: 0800 269 476
Other Joint Lead Managers
Commonwealth Bank of Australia
(ABN 48 123 123 124)
(acting through its New Zealand branch)
ASB North Wharf
12 Jellicoe Street
Auckland 1010
Telephone: 0800 272 266
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
Kiwi Property
Product Disclosure Statement
28
15. Glossary
ArrangerANZ Bank New Zealand Limited
Base Ratethe semi-annual mid-market rate for an interest rate swap of a term matching the
period from the Issue Date to the Maturity Date as calculated by the Arranger in
consultation with Kiwi Property, according to market convention, with reference to
Bloomberg page ‘ICNZ4’ (or any successor page) on the Rate Set Date (rounded to
2 decimal places, if necessary, with 0.005 being rounded up)
Beneficiariesat any time, the persons who are “Beneficiaries” under the Security Trust Deed. As at
the date of this PDS, the Beneficiaries are the Holders (in relation to the Green Bonds),
the holders of the Existing Bonds, the Supervisor, the Group’s bank facility lenders and
hedging providers and the Security Trustee (on its own account and as security trustee
under the Security Trust Deed)
Bookbuildthe process conducted after the closing of the Offer whereby certain approved
financial intermediaries lodge bids for Green Bonds and, on the basis of those bids,
Kiwi Property (in consultation with the Joint Lead Managers) determines the Margin and
allocations of the Green Bonds
Business Daya day (other than a Saturday or Sunday) on which registered banks are generally open
for business in Wellington and Auckland
Closing Datethe “Closing Date” specified in Section 2 of this PDS (Key dates and Offer process)
Disclose register
the online offer register maintained by the Companies Office and the Registrar
of Financial Service Providers known as “Disclose”, which can be accessed at
www.disclose-register.companiesoffice.govt.nz
Eligible Projectsbuildings that meet the eligibility criteria outlined in the Sustainable Debt Framework,
as described in Section 5.2 of this PDS (Green Bond Principles and the Sustainable Debt
Framework)
Event of Defaulteach event set out in clause 12.1 of the Trust Deed, some of which are summarised under
“Events of Default” in Section 5.3 of this PDS (Ranking and security)
EYErnst & Young Limited
Green Bond Principlesthe Green Bond Principles dated June 2021 as published by the International Capital
Markets Association (as amended from time to time)
Green Bondsthe Green Bonds constituted and issued under the Trust Deed and offered under this
PDS
GroupKiwi Property and its subsidiaries
GSDthe global security deed dated 5 November 1998 between the Guarantors and the
Security Trustee (as amended from time to time)
Guarantors and
Guaranteeing Group
Guaranteeing Group means Kiwi Property and any wholly owned subsidiary of Kiwi
Property that is, or becomes, party to the GSD as a guarantor (unless it has been
released) and Guarantor means any one of them
As at the date of this PDS, Kiwi Property, Kiwi Property Holdings Limited, Sylvia Park
Business Centre Limited, Kiwi Property Te Awa Limited, Kiwi Property Centre Place
Limited, Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings No. 3 Limited, Kiwi
Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5 Limited and Kiwi Property
Holdings No. 7 Limited are Guarantors
Holdera person whose name is entered in the Register as a holder of a Green Bond
Kiwi Property
Product Disclosure Statement
29
Interest Payment Datesthe “Interest Payment Dates” specified in Section 2 of this PDS (Key dates and Offer
process). If an Interest Payment Date is not a Business Day, Kiwi Property will make
payment on the next Business Day, but no adjustment will be made to the amount of
the interest payable
Interest Rateis described in Section 3.1 of this PDS (Description of the Green Bonds)
Issue Datethe “Issue Date” specified in Section 2 of this PDS (Key dates and Offer process)
Issue PriceNZ$1.00 per Green Bond
Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia, Craigs Investment
Partners Limited and Forsyth Barr Limited
Kiwi PropertyKiwi Property Group Limited
Major Event of Defaultan Event of Default under clause 12.1(a)(i) or (ii) or clause 12.1(k) of the Trust Deed, as
summarised under “Events of Default” in Section 5.3 of this PDS (Ranking and security)
March 2023 Draft Valuations
the Group’s draft real property valuations for the financial year ending 31 March
2023 as disclosed by Kiwi Property via NZX on or about the date of this PDS, which can
be found at www.nzx.com/companies/KPG/announcements
The draft real property valuations have been determined by independent valuers
and are subject to finalisation and external review by Kiwi Property’s auditor. The final
valuations will be confirmed in Kiwi Property’s financial statements for the financial year
ending 31 March 2023, scheduled for release in May 2023
Marginthe rate (expressed as a percentage per annum) determined by Kiwi Property
(in consultation with the Joint Lead Managers) through the Bookbuild and announced
by Kiwi Property via NZX on or about the Rate Set Date
Master Trust Deedthe trust deed dated 30 June 2014 between Kiwi Property and the Supervisor
(as amended from time to time)
Maturity Datethe “Maturity Date” specified in Section 2 of this PDS (Key dates and Offer process)
Minimum Interest Ratethe minimum Interest Rate that may apply, as announced by Kiwi Property on or about
the Opening Date
Mortgagea first ranking registered mortgage granted by a Guarantor over real property
NZ$ New Zealand dollars
NZXNZX Limited
NZX Debt Marketthe debt market operated by NZX
NZX Listing Rulesthe listing rules of NZX (as amended, varied or waived from time to time)
Offerthe offer of Green Bonds made in this PDS
Opening Datethe “Opening Date” specified in Section 2 of this PDS (Key dates and Offer process)
PDSthis product disclosure statement
Primary Market Participanthas the meaning given in the NZX Participant Rules (as amended, varied or waived from
time to time)
Principal AmountNZ$1.00 per Green Bond
Rate Set Datethe “Rate Set Date” specified in Section 2 of this PDS (Key dates and Offer process)
Registerthe register in respect of the Green Bonds maintained by the Registrar
RegistrarLink Market Services Limited
S&PS&P Global Ratings Australia Pty Limited
Secured Assetsthe assets of the Guarantors that are subject to:
• the security granted under the GSD; and/or
• the Mortgages
Security Trust Deedthe security trust deed dated 30 June 2014 between, among others, Kiwi Property,
the Security Trustee and the Supervisor (as amended from time to time)
Security TrusteeNew Zealand Permanent Trustees Limited or such other security trustee as may be
appointed in accordance with the Security Trust Deed from time to time
Kiwi Property
Product Disclosure Statement
30
Selling Restrictions specific restrictions that apply to the Offer, as set out in Section 9 of this PDS (Selling
restrictions and indemnity)
Special Resolutiona resolution approved by holders holding bonds issued by Kiwi Property under the
Master Trust Deed with a principal amount of no less than 75% of the total principal
amount of the bonds held by those persons who are entitled to vote and who vote on
the question
Supervisor Public Trust or such other supervisor as may be appointed in accordance with the Trust
Deed from time to time
Supplemental Trust Deedthe deed dated on or about 6 March 2023 between Kiwi Property and the Supervisor
relating to the Green Bonds
Sustainable Debt Frameworkthe document entitled “Kiwi Property Sustainable Debt Framework” dated May 2022
(as amended from time to time)
Trust Deedthe Master Trust Deed as modified and supplemented by the Supplemental Trust Deed
---
Kiwi Property
Indicative Terms Sheet
1
Indicative
Terms Sheet
Indicative Terms Sheet for an
offer of 6.5-year fixed-rate
senior secured green bonds by
Kiwi Property Group Limited
Date: 6 March 2023
Arranger, Green Bond
Co-ordinator and
Joint Lead Manager:
Joint Lead
Managers:
Kiwi Property
Indicative Terms Sheet
2
Indicative Terms Sheet
dated 6 March 2023
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by Kiwi Property Group Limited
(Kiwi Property) of up to NZ$100 million (with the ability to accept oversubscriptions of up to an additional NZ$25 million at
Kiwi Property’s discretion) of 6.5-year (maturing on 27 September 2029) fixed-rate senior secured green bonds (Green Bonds).
The product disclosure statement dated 6 March 2023 (PDS), which contains details of the Offer, is available at
www.kiwiproperty.com/corporate/green-bond or by contacting a Joint Lead Manager or your usual financial advice provider.
Investors must obtain the PDS before they decide to acquire any Green Bonds.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
IssuerKiwi Property Group Limited.
GroupKiwi Property and each of its subsidiaries.
DescriptionFixed-rate senior secured green bonds of Kiwi Property.
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional
NZ$25 million at Kiwi Property’s discretion).
The Offer is not underwritten.
Issue Price and
Principal Amount
NZ$1.00 per Green Bond.
Term and Maturity Date6.5 years, maturing on 27 September 2029.
Opening Date Tuesday, 14 March 2023.
Closing Date11am on Friday, 17 March 2023.
Rate Set DateFriday, 17 March 2023.
Issue DateMonday, 27 March 2023.
Credit ratingsIssue Credit RatingKiwi Property
Credit Rating
S&P Global Ratings
Australia Pty Limited (S&P)
BBB+BBB (stable outlook)
The Green Bonds have a credit rating of BBB+ from S&P. S&P has also issued a BBB
(stable outlook) long-term credit rating for Kiwi Property.
A rating is not a recommendation by any rating organisation to buy, sell or hold Green Bonds.
The above ratings are current as at the date of this Terms Sheet and may be subject to
suspension, revision or withdrawal at any time by S&P.
Sustainable Debt Framework,
use of proceeds and Green
Bond Principles
Kiwi Property has developed and adopted its Sustainable Debt Framework to ensure that, as
at the date of the PDS, its processes for evaluating and selecting Eligible Projects and managing
and reporting on the use of the proceeds of the Green Bonds are consistent with the core
components of Green Bond Principles (June 2021).
In accordance with the Sustainable Debt Framework, Kiwi Property intends to notionally
allocate an amount equal to the proceeds of the Offer to finance or refinance its direct and
indirect investments in low carbon and energy efficient buildings that meet the eligibility
criteria set out in the Sustainable Debt Framework (being Eligible Projects). Consistent with this,
Kiwi Property will apply the net proceeds of the Offer to repay existing bank debt of the Group.
As at the date of the PDS, Kiwi Property intends to ensure that the aggregate value of the pool
of Eligible Projects is at least equal to the aggregate amount of all of its outstanding green
bonds (including the Green Bonds) and green loans.
The Sustainable Debt Framework provides for Kiwi Property to make annual use of proceeds
reporting, impact reporting, and any amendments to the Sustainable Debt Framework publicly
available. Kiwi Property intends to seek assurance from a limited assurance provider on an
annual basis in relation to its green debt (including the Green Bonds).
Kiwi Property
Indicative Terms Sheet
3
The Sustainable Debt Framework does not form part of the contractual terms of the Green
Bonds. If Kiwi Property fails to comply with the Sustainable Debt Framework or the relevant
market standards described in the Sustainable Debt Framework (including the Green Bond
Principles) or if the Green Bonds cease to satisfy the Green Bond Principles:
• this does not constitute an Event of Default or any other breach in relation to the
Green Bonds;
• there is no requirement on Kiwi Property to repay the Green Bonds early; and
• the Green Bonds may cease to be labelled as “green”.
This means there is no legal obligation for Kiwi Property to comply with the Sustainable Debt
Framework or the relevant market standards described in the Sustainable Debt Framework
(including the Green Bond Principles) on an ongoing basis.
Refer to the PDS for more information on Eligible Projects, the Sustainable Debt Framework
and the Green Bond Principles.
Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than the Minimum Interest Rate. Kiwi Property will announce
the Minimum Interest Rate through NZX on or about the Opening Date.
The Interest Rate will be determined by Kiwi Property (in consultation with the Joint Lead
Managers) on the Rate Set Date (17 March 2023) following the Bookbuild and will be the
greater of:
• the Minimum Interest Rate; and
• the sum of the Base Rate plus the Margin.
The Interest Rate will be announced by Kiwi Property via NZX on or about the Rate Set Date.
The Interest Rate will not change during the term of the Green Bonds.
MarginKiwi Property will announce an indicative Margin range (which may be subject to change)
through NZX on or about the Opening Date.
The Margin (which may be within, above or below the indicative Margin range) is the rate
(expressed as a percentage rate per annum) determined by Kiwi Property (in consultation
with the Joint Lead Managers) following the Bookbuild. The Margin will be announced by Kiwi
Property via NZX on or about the Rate Set Date.
Base RateThe semi-annual mid-market rate for an interest rate swap of a term matching the period
from the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Kiwi Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’
(or any successor page) on the Rate Set Date (rounded to 2 decimal places if necessary,
with 0.005 being rounded up).
Interest paymentsSemi-annually in arrear in equal payments.
Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 27 March and
27 September in each year during the Green Bonds, starting on 27 September 2023 and until
and including the Maturity Date.
If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the
next Business Day, but no adjustment will be made to the amount of the interest payable.
Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as
at 5pm (New Zealand time) on the 10
th
calendar day before the relevant Interest Payment Date.
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the day determined by Kiwi Property and notified to NZX.
If such a day is not a Business Day, payments will be made to the persons who are the Holders
as at 5pm (New Zealand time) on the immediately preceding Business Day.
GuaranteeEach Guarantor guarantees the due and punctual payment of all amounts payable by
Kiwi Property in respect of the Green Bonds on a joint and several basis. There are no limits
on the obligations of the Guarantors in respect of the amounts owing under the guarantee.
Refer to the PDS for more information on these guarantees.
SecurityThe Green Bonds are secured by security granted by the Guarantors over all of their assets
under the GSD, together with registered Mortgages over substantially all of the real property
(being land and the buildings and other fixtures on that land) owned by the Guaranteeing
Group.
The security is granted in favour of the Security Trustee for the benefit of all of the Group’s
senior secured creditors (including Holders of the Green Bonds, holders of Kiwi Property’s
other senior secured bonds and the Group’s bank facility lenders and hedging providers) and
can only be enforced in accordance with the Security Trust Deed.
Refer to the PDS for more information about the security and the ranking of the Green Bonds
in a liquidation of Kiwi Property.
Kiwi Property
Indicative Terms Sheet
4
RankingIn an insolvency of Kiwi Property or a Guarantor, the claims of the senior secured creditors
(including Holders of the Green Bonds) will, by virtue of the security granted in favour of
the Security Trustee, rank ahead of all unsecured creditors of Kiwi Property or the relevant
Guarantor other than certain creditors preferred by law (for example, certain amounts payable
to the Inland Revenue).
Gearing ratioUnder the Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green Bonds
are outstanding, finance debt of the Group does not exceed 50% of the total tangible assets
of the Group.
Refer to the PDS for more information.
Further indebtedness and
other covenants
The Group can create further liabilities (including by issuing new secured bonds and by
incurring additional bank debt) without the consent of Holders. However, there are covenants
in the Trust Deed and other documents that have the effect of restricting the Group’s ability
to create further liabilities that rank equally with or in priority to the Green Bonds.
Refer to the PDS for more information.
No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date (27 September 2029).
Kiwi Property has no right to repay your Green Bonds before the Maturity Date. Similarly, you
have no right to require that your Green Bonds be repaid before the Maturity Date unless an
Event of Default has occurred.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for
business in Wellington and Auckland.
Minimum application amountNZ$5,000 with multiples of NZ$1,000 thereafter.
TransfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal
Amount and after any transfer you and the transferee must each hold Green Bonds with
an aggregate Principal Amount of at least NZ$5,000 (or no Green Bonds).
ISINNZKPGD0060L2.
NZX Debt Market QuotationKiwi Property intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code
KPG060 has been reserved for the Green Bonds.
NZX takes no responsibility for the content of 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.
Expected Date of Initial
Quotation and Trading on
NZX Debt Market
28 March 2023.
Who may apply for Green
Bonds
There is no public pool for the Green Bonds. All of the Green Bonds (including any
oversubscriptions) will be reserved for subscription by clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries invited to participate
in the Bookbuild. This means that you can only apply for Green Bonds through a Joint Lead
Manager, Primary Market Participant or approved financial intermediary who has obtained an
allocation of Green Bonds in the Bookbuild.
You can find a Primary Market Participant by visiting www.nzx.com/investing/find-a-participant.
SupervisorPublic Trust.
Security TrusteeNew Zealand Permanent Trustees Limited.
RegistrarLink Market Services Limited.
Arranger and Green Bond
Co-ordinator
ANZ Bank New Zealand Limited.
Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123 124) (acting
through its New Zealand branch), Craigs Investment Partners Limited and Forsyth Barr Limited.
Governing lawNew Zealand.
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 (Singapore), as modified or amended from time to time (SFA),
Kiwi Property has determined, and hereby notifies all relevant persons (as defined in Section
309A of the SFA) that the Green Bonds are “prescribed capital markets products” (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 (Singapore)).
Kiwi Property
Indicative Terms Sheet
5
Selling restrictionsKiwi Property has not taken and will not take any action which would permit a public
offering of Green Bonds, or possession or distribution of any offering material in respect of the
Green Bonds, in any country or jurisdiction where action for that purpose is required (other
than New Zealand).
Part A - Initial selling restrictions
If sold in New Zealand, the Green Bonds may only be offered in New Zealand in conformity with
all applicable laws and regulations in New Zealand. In respect of the Offer, no Green 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 applicable selling restrictions set out
in this section headed “Part A - Initial selling restrictions”. The PDS, this Terms Sheet and any
offering material or any documents in connection with the Green Bonds 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 applicable selling restrictions set out in this section headed “Part A - Initial
selling restrictions”. For the avoidance of doubt, the selling restrictions set out in this section
headed “Part A - Initial selling restrictions” apply only in respect of the Offer.
United States of America
The Green Bonds have not been and will not be registered under the Securities Act of 1933,
as amended (Securities Act) and may not be offered or sold 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)). No person may engage in any directed selling efforts (as defined in Regulation
S) in relation to the Green Bonds, and persons must comply with the offering restrictions in
Regulation S.
The Green 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 Green Bonds, as determined and certified by
the Joint Lead Managers. Any Green 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 Green 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
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 later of the commencement of the offering
of the Green Bonds and the closing date. Terms used above have the meaning given to them by
Regulation S.”
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Green Bonds have been
offered and no Green 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 Green 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 relevant Joint Lead
Manager and/or Joint Lead Managers nominated by Kiwi Property 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 Green Bonds shall require Kiwi Property or any Joint Lead
Managers 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 an “offer of the Green Bonds to the public”
in relation to any Green 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 Green Bonds to
be offered so as to enable an investor to decide to purchase or subscribe for the Green Bonds
and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom
No Green Bonds have been offered and no Green 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 an offer of Green Bonds to the public in the United Kingdom may be made:
(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus
Regulation;
(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 relevant Joint Lead Manager and/or Joint Lead Managers nominated by
Kiwi Property for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets
Act 2000 (FSMA),
Kiwi Property
Indicative Terms Sheet
6
provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint
Lead Manager 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 an “offer of the Green Bonds to the public”
in relation to any Green Bonds means the communication in any form and by any means of
sufficient information on the terms of the offer and the Green Bonds to be offered so as to
enable an investor to decide to purchase or subscribe for the Green 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 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 Green Bonds in circumstances in which
section 21(1) of the FSMA applies to Kiwi Property.
All applicable provisions of the FSMA with respect to anything done in relation to the
Green Bonds in, from or otherwise involving the United Kingdom must be complied with.
Japan
The Green 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 Green Bonds shall
not transfer or resell the Green Bonds in Japan or to a Japanese person except where the
transferor transfers or resells all the Green 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
Each Joint Lead Manager has acknowledged that the PDS and this Terms Sheet have not been
registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint
Lead Manager has represented, warranted and agreed that it has not offered or sold any Green
Bonds or caused the Green Bonds to be made the subject of an invitation for subscription or
purchase and will not offer or sell any Green Bonds or cause the Green Bonds to be made the
subject of an invitation for subscription or purchase, and has not circulated or distributed, nor
will it circulate or distribute, the PDS, this Terms Sheet or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the Green Bonds,
whether directly or indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001
(Singapore), as modified or amended from time to time (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
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 Green 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 Green 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.
Kiwi Property
Indicative Terms Sheet
7
Hong Kong
No Green 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 Green 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
Green 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.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of
Australia (Corporations Act)) in relation to the Green Bonds 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 Green 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, the PDS, this Terms Sheet, any information memorandum, prospectus
or any other offering material or advertisement relating to the Green Bonds in Australia,
unless:
(i) the 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 Chapter 7 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 (including, without
limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); and
(iv) such action does not require any document to be lodged with ASIC or any other regulatory
authority in Australia.
By applying for the Green Bonds under the Offer, each person to whom the Green Bonds are
issued (an Investor):
(a) will be deemed by Kiwi Property and each Joint Lead Manager to have acknowledged that
if the Investor on-sells the Green 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 Green 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 Kiwi Property and each Joint Lead Manager to have undertaken not to
sell those Green Bonds in any circumstances other than those described in paragraphs
(a)(i) and (a)(ii) above for 12 months after the date of issue of the Green Bonds.
Each of the PDS and this Terms Sheet is not, and under no circumstances is to be construed
as, an advertisement or public offering of any Green Bonds in Australia.
Part B - General selling restrictions
The Green Bonds may only be offered for sale or sold in compliance with all applicable laws
and regulations in any country or jurisdiction in which they are offered, sold or delivered.
The PDS, this Terms Sheet and any offering material or any documents in connection with
the Green Bonds may only be published, delivered or distributed in or from any country or
jurisdiction under circumstances which will result in compliance with all applicable laws and
regulations in that country or jurisdiction.
By subscribing for Green Bonds, you agree to comply with the above selling restrictions and
to indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator and
the Joint Lead Managers for any loss suffered as a result of you breaching the above selling
restrictions.
Kiwi Property
Indicative Terms Sheet
8
The timetable is indicative only and subject to change. Kiwi Property has the right, in its absolute discretion, to open or close the
Offer early and to extend the Closing Date. If Kiwi Property changes the Opening Date and/or the Closing Date, the changes will
be announced by Kiwi Property via NZX as soon as reasonably practicable. If the Closing Date is extended, the Rate Set Date, the
Issue Date/allotment date, the expected date of initial quotation and trading of the Green Bonds on the NZX Debt Market, the
Interest Payment Dates and the Maturity Date may be extended accordingly. Any such changes will not affect the validity of any
applications received.
Kiwi Property reserves the right to cancel the Offer and the issue of the Green Bonds.
Important Information
The Arranger, the Green Bond Co-ordinator, the Joint Lead Managers and their respective directors, officers, employees and
agents:
(a) have not authorised or caused the issue of, or made any statement in, any part of this Terms Sheet;
(b) do not make any representation, recommendation or warranty, express or implied regarding the origin, validity, accuracy,
adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained
in this Terms Sheet; and
(c) to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or for any loss arising from
this Terms Sheet or its contents or otherwise arising in connection with the offer of Green Bonds.
This Terms Sheet does not constitute financial advice or a recommendation from the Arranger, Green Bond Co-ordinator, any
Joint Lead Manager or any of their respective directors, officers, employees, agents or advisers to purchase, any Green Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of Kiwi Property before
deciding whether or not to invest in the Green Bonds.
Kiwi Property
Indicative Terms Sheet
9
Directory
Issuer
Kiwi Property Group Limited
Level 7, Vero Centre
48 Shortland Street
AUCKLAND 1010
Telephone: +64 9 359 4000
Email: info@kp.co.nz
Supervisor
Public Trust
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Arranger and Green Bond Co-ordinator
ANZ Bank New Zealand Limited
ANZ Centre
23-29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Joint Lead Managers
ANZ Bank New Zealand Limited
ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Commonwealth Bank of Australia
(ABN 48 123 123 124)
(acting through its New Zealand branch)
ASB North Wharf
12 Jellicoe Street
AUCKLAND 1010
Toll Free: 0800 272 266
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
AUCKLAND 1010
Toll Free: 0800 377 388
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Security Trustee
New Zealand Permanent Trustees Limited
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
AUCKLAND 1010
Toll Free: 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
AUCKLAND 1010
Toll Free: 0800 367 227
---
InterimResults
Presentation
For the six months ended
30 September 2022
Retail adviser
and Green Bond
roadshow
6 March 2023
Important information
Overview
This Presentation is dated 6 March 2023 and has been prepared by Kiwi Property Group Limited (Kiwi Property) for two purposes:
1.An update on Kiwi Property for retail share investors; and
2.The offer of fixed-rate senior secured green bonds (Green Bonds) by Kiwi Property (Offer).
The Offer
A product disclosure statement dated 6 March 2023 (PDS) has been prepared in respect of the Offer. The PDS is available at kiwiproperty.com/corporate/green-bond or by
contacting a Joint Lead Manager or your usual financial advice provider. Investors must obtain the PDS before they decide to acquire any Green Bonds.
The Offer is made in reliance on the simplified disclosure offer provisions of the Financial Markets Conduct Act 2013 (FMCA) andthe Financial Markets Conduct Regulations 2014
(FMC Regulations). The Green Bonds which are the subject of the Offer rank equally with Kiwi Property’s existing quoted debt securities:
>$125 million fixed-rate senior secured green bonds maturing on 7 September 2023 (with a fixed interest rate of 4.00% per annum),which are quoted on the NZX Debt Market
under the ticker code KPG020 (KPG020 Bonds),
>$125 million fixed-rate senior secured green bonds maturing on 19 December 2024 (with a fixed interest rate of 4.33% per annum),which are quoted on the NZX Debt Market
under the ticker code KPG030,
>$100 million fixed-rate senior secured green bonds maturing on 12 November 2025 (with a fixed interest rate of 4.06% per annum),which are quoted on the NZX Debt Market
under the ticker code KPG040, and
>$150 million fixed-rate senior secured green bonds maturing on 19 July 2028 (with a fixed interest rate of 2.85% per annum), which are quoted on the NZX Debt Market
under the ticker code KPG050,
(together the Existing Bonds).
Kiwi Property 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. Investors should look at the market price of the Existing Bonds in order to find out how the market assesses the returns and risk premiums for those debt
securities.
Investors should consider the risks that are associated with an investment in the Green Bonds, having regard to their personal circumstances and investment objectives (including their
financial and tax positions).
Capitalised terms in this Presentation have the meaning given to them in the PDS (including by incorporation).
The selling restrictions set out in the PDS apply to the Offer.
2
Disclaimer
General
The information in this Presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy,
correctness and completeness cannot be guaranteed. The information in this Presentation is of a general nature and does not constitute financial product advice, investment advice or
any recommendation by Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-Ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees,
affiliates, agents or advisers to subscribe for or purchase the Green Bonds.
None of the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees, affiliates, agents or advisers: (a)
accept any responsibility or liability whatsoever for any loss arising from this Presentation or its contents or otherwise arising in connection with the Offer, (b) authorised or caused the issue
of, or made any statement in, any part of this Presentation, or (c) make any representation, recommendation or warranty, expressor implied, regarding the origin, validity, accuracy,
adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this Presentation and accept no liability (except to the
extent such liability is found by a court to arise under the FMCA or cannot be disclaimed as a matter of law).
To the extent that certain statements contained in this Presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects Kiwi
Property's intent, belief or expectations at the date of this Presentation. Kiwi Property gives no undertaking to update thisinformation over time (subject to legal or regulatory
requirements). Any forward-looking statements, including projections and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee
of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Kiwi Property's actual results, performance or
achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements,
opinions and estimates in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry
trends, which are based on interpretations of current market conditions. Neither Kiwi Property nor any other person gives anyrepresentation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements in this Presentation will actually occur.
Data
All ofthe data provided in this Presentation is derived from publicly available information in relation to Kiwi Property (includingthe interim report of Kiwi Property for the six months ended
30 September 2022), unless otherwise indicated. The real property valuations reflect the March 2023 Draft Valuations as defined in the PDS (which exclude assets that have been sold
since 30 September 2022). Kiwi Property's portfolio metrics (for example, square metres net lettable area, current tenants, portfolio occupancy, and weighted average lease expiry) are
stated as at30 September 2022 for the core investment portfolio but adjusted to exclude 44 The Terrace (which has been sold since 30 September 2022).All other numerical data is
stated as at30 September 2022, except wherestated to the contrary. Property statistics represent owned assets only; property interests managed on behalf of third parties are excluded.
Owned assets include assets any member of the Group owns outright or in part (for example, through an unincorporated joint venture).All amounts are in New Zealand dollars. Due to
rounding, numbers within this Presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
3
Disclaimer (continued)
Non-GAAP measures used in this Presentation
Operating profit before income tax is an alternative non-GAAP (New Zealand Generally Accepted Accounting Practice) performance measure used by Kiwi Property to assist investors
in assessing performance for the relevant period by adjusting for a number of non-operating items.
Funds from operations (FFO) and adjusted funds from operations (AFFO) are alternative non-GAAP performance measures used by KiwiProperty to assist investors in assessing Kiwi
Property's underlying operating performance.FFO and AFFO are measures commonly used by real estate entities to describe their underlying and recurring earnings from
operations.Broadly, AFFO adjusts FFO by deducting the cost of lease incentives, leasing fees, rental abatements, annual maintenance capital expenditure for sustaining and
maintaining existing space and other one-off costs.
Operating profit before income tax, AFFO and FFO do not have standardised meanings prescribed by GAAP and therefore may not be comparable to information presented by other
entities. FFO and AFFO are calculated by Kiwi Property in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia. The operating profit before
income tax, FFO and AFFO information used in this Presentation have been extracted from Kiwi Property's interim consolidated financial statements, which have been the subject of a
review of an independent auditor pursuant to the External Reporting Board’s New Zealand Standard on Review Engagements 2410 (Revised).
4
1.Kiwi Property overview
2.The case for investing in Kiwi Property
3.Financial overview
4.Fixed-rate Green Bond offer
5.Q&A
Agenda
5
Kiwi Property overview
6
Introduction to Kiwi Property
7
Mixed-use portfolioOffice portfolio
Vero Centre
The Aurora Centre
ASB North Wharf
Sylvia Park Lifestyle
LynnMall
The Base (50%)Sylvia Park Shopping CentreANZ Raranga(Sylvia Park)
$
976m
Green
assets
1
629
Current
tenants
99.7
%
Portfolio
occupancy
390,050
Square metres
net lettable area
4.6 years
Weighted average
lease expiry
Vero Centre (lobby)
$
3.2b
Property portfolio
1: Excludes the value of green assets under development listed on slide 10.
The benefits of mixed-use:
>Helps diversifyrevenue streams and
promotes through-cycle returns.
>Encourages visitation anda critical
mass of customers, workers and residents.
>Promotes increased sales andhigher rents.
Creating long-term value and financial stability
8
We’ve been committed to sustainability for 20 years
Places
>Create places that
promote wellbeing.
>Reduce our
environmental footprint.
>Develop sustainable
buildings.
People
>Foster wellbeing in our
communities.
>Embrace diversity.
>Enable our team to
succeed.
Partnership
>Partner with others to
enhance the wellbeing
of our communities.
>Create shared value
with our tenants.
>Support sustainable
procurement.
81
Global Real Estate
Benchmark
Score
2022 ESG highlights
>60% CO
2
reduction
compared to 2012.
>4 star minimum NABERSNZ
rating across core office
portfolio.
>Kiwi Property becomes
Mental Health Foundation
official supporter.
9
Kiwi Property’s key green assets
ASB North WharfANZ RarangaAurora CentreVero Centre
3 Te Kehu WaySylvia Park BTR
Asset class:OfficeOfficeOfficeOfficeOffice
(in development)
Residential
(in development)
Location:AucklandAucklandWellingtonAucklandAucklandAuckland
Grade:A-grade campusN/AA-gradePremiumN/A N/A
Owned since:May 2013December 2018April 2004April2001N/AN/A
Draft value (31 Mar 23):$230.0m$96.5m$165.0m$484.0m$56.5mN/A
Capitalisationrate:5.63%5.50%5.75%5.13%N/AN/A
Net lettable area:21,621 sqm11,620 sqm24,504 sqm39,597 sqm7,281 sqm295 apartments
Occupancy:99.8%100.0%100.0%98.2%N/AN/A
WALE:8.4 years6.2 years11.7 years4.2 yearsN/AN/A
Rating:4.5 starNABERSNZ
5 starGreenStar
4.5 starNABERSNZ
5 starGreenStar
5.5 starNABERSNZ4 starNABERSNZ
1
6 Green Star
targeted
8 Homestar Design
rating
Key tenants:ASBANZ, IAGMinistry of Social
Development
Craigs, Suncorp,
Russell McVeagh
Geneva Finance,
IWG
N/A
10
Current green asset poolGreen assets under development
1: Current as at6 March 2023
The case for investing
in Kiwi Property
11
Flagship mixed-use assets delivered strong sales in 2022
25m
Customer visits
2022
+26
%
Sales growth
vs. 2019
$
1.7b
Total sales
2022
4.9
%
1H23 rental
growth
12
39%
15%
46%
Our blue-chip tenant portfolio helps diversify risk
13
5%
5%
9%
14%
9%
11%
47%
0%
10%
20%
30%
40%
50%
Vacant/
holdover
FY23FY24FY25FY26FY27FY28+
Lease expiry profile
% of investment portfolio gross income
1.
ASB Bank8.4
2.
Ministry of Social Development5.7
3.
Farmers3.5
4.
ANZ Bank2.5
5.
Bell Gully2.4
6.
Suncorp2.3
7.
Russell McVeagh1.8
8.
The Warehouse1.4
9.
Woolworths NZ1.4
10.
Cotton On Group1.3
Top 10 tenants
% of investment portfolio gross income
Income breakdown
% of investment portfolio gross income
Essential services
Everyday essentials
Discretionary
Key:
Mixed-useOffice
Key:
1
Kiwi Property’s tenant portfolio is weighted to essential services, everyday essentials, government
departments and financial services, and has a weighted average lease expiry of 4.6 years,
promoting income resilience
1. Essential services include supermarkets, pharmacies, medical services, banks, insurance, legal, government, telco and financial services. Everyday essentials include
electronics, hardware, consultancy, department stores and discount department stores, hairdressers and opticians. All other categories are considered discretionary.
13
Sylvia Park,Auckland
35hectares
The Base,Hamilton(JV with Tainui Group Holdings)
7hectares
LynnMall,Auckland
Drury,Auckland
53hectares
30hectares
125ha landholding provides flexibility and unlocks opportunity
1.Enables phasing of
development
according to
demand and cost of
capital.
2.‘Adjoining properties’
deliver income until
intensification occurs.
3.No need to compete
for expensive
on-market
opportunities.
14
Pragmatic property development
Laying the foundation for another New Zealand first
>3.2ha of land conditionally sold to IKEA.
>The deal brings IKEA a step closer to opening its first
New Zealand store –at Sylvia Park.
Creating a medical precinct at Sylvia Park
>3 Te Kehu Way medical and office building due for
completion in Q1 2023.
>Tenants include Horizon Radiology, Tamaki Health
and Regus co-working.
15
Building a city within a city: Sylvia Park long-term vision
Retail/lifestyle
Residential
Office
Hospitality
Open areas
Existing retail centre
Land conditionally
Legend:
Trainline
sold to IKEA
16
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
2013201820232028203320382043
15-34 Years35-49 Years50-69 Years70+ Years
Build-to-rent (BTR): poised for growth in New Zealand
0
1
2
3
4
5
IndustrialOfficeResidential
Average per annum rental growth by
asset class (June 2010-June 2022)
2
Auckland renting demographics
1
The number of Auckland renters is expected to
grow steadily over the next 20 years.
For more than a decade, residential rents have grown at a
faster rate than other commercial property asset classes.
Number of renters
%
%
%
%
%
%
1: Source: Statistics NZ and JLL Research and Consultancy. 2: Source: JLL Research, MBIE, Statistics New Zealand.
17
Age:
We’re well placed to capitalise on the rise of BTR
>Kiwi Property has begun construction of New
Zealand’s first major BTR development, featuring
295 apartments due for completion in the first half
of 2024.
>Expected internal rate of return (IRR), including
halo benefit, of over 8%.
>BTR will help Kiwi Property to:
1.Diversify revenue and drive rental income
with relatively low volatility.
2.Attract additional customers to mixed-use
centres.
3.Leverage existing asset management, security
and maintenance platforms to create
operational synergies.
18
Putting Kiwi Property at the heart of the new Drury town centre
>Drury predicted to be home to around 60,000
people within 30 years
1
.
>Kiwi Property’s site will be the location of the future town
centre, featuring:
>Residential: ~3,000 houses
>Large format retail (LFR)/retail: ~117,000 sqm
>Office: ~58,000 sqm
>Community and civic spaces
>Stage one earth and civil works expected to deliver
cumulative valuation growth of over 40% and create 13
residential super-lots.
>Proceeds from the potential sale of these super-lots, joint
ventures or external capital partnerships could help
fund LFR and/orfurther development.
1: Source: Drury-OpāhekeStructure Plan August 2019
19
Financial overview
20
FY23 first-half financial performance
$
100.0m
Net rental
income
+
$
6.0m(+6.3
%
)
$
151.1m
Net loss
after tax
-
$
294.3m(-205.5
%
)
4.15cps
Adjusted funds from
operations per share
+1.09 cps (+35.7
%
)
General note: Headline figures above are for the six months ended 30 September 2022. Other figures represent the change in performance from the six months ended 30 September 2021.
$
65.1m
Operating profit
before tax
+
$
2.6m(+4.2
%
)
21
A disciplined and proactive approach to capital management
22
Debtsources (excl.
KPG020, incl.
KPG060)
Pro-forma debt maturity profile
2
Incl. KPG020 &
KPG060
Excl. KPG020,
Incl. KPG060
$m%$m%
FY24125.07.70.00.0
FY25125.07.7125.08.3
FY26208.012.8208.013.9
FY27383.023.6383.025.6
FY28509.031.3509.033.9
FY29150.09.2150.010.0
FY30125.07.7125.08.3
Total facilities 1,625.0100.01,500.0100.0
Facilities drawn1,223.01,098.0
Undrawn facilities 402.0402.0
>Kiwi Property is committed to maintaining a strong financial position and has had an average gearing ratio
over the past 10 years of 32.1%. The gearing ratio as at30 September 2022 was 35.7%. Adjusted for key
changes since 30 September 2022, the gearing ratio would be 34.1%
1
.
>Kiwi Property’s Green Bonds will help maintain the diversity of our funding sources, extend the weighted
average term to maturity of finance debt and fund the maturity of KPG020 in September 2023.
>Weighted average term to maturity
2
iscurrently 3.7 years and will increase to 4.2 years following the issue of
KPG060 and repayment of KPG020.
1. Basedon the Group's finance debt as at31 January 2023 (being the date of the most recent unaudited management accounts available as at the date of this presentation) and with the Group's total
tangible assets as at30 September 2022 adjusted to reflect the March 2023 Draft Valuations (which exclude assets that have been sold since 30 September 2022). 2. As at31 January 2023, adjusted for an
assumed bond issue of $125m. This maturity profile is not intended to represent Kiwi Property’s target debt levels or gearingratio.
25%
8%
67%
$509
$383
$108
KPG050 -$150
KPG040 -$100
KPG030 -$125
KPG020 -$125
KPG060 -$125
ANZ, BNZ, CBA, CCB, HSBC, MUFG, Westpac bank facilities Existing Green Bonds New Green Bonds
Fixed-rate debt profile
23
Fixed-rate debt maturity profile –
pro-forma including KPG060 and excluding KPG020
75% of Kiwi Property’s
debt is hedged (on a pro-
forma basis
1
)helping to
safeguard against rising
interest rates.
Fixed-rate profile
30 September
2022
31 January
2023
1
Percentage of drawn finance debt at fixed rates
59%
75%
Weighted average term to maturity of active fixed-rate debt
2.6 years
3.5 years
1. Based on the 31 January 2023 unaudited management accounts (being the most recent management accounts available as at the date of this presentation), adjusted for an assumed bond
issue of $125m and excluding KPG020.
0
100
200
300
400
500
600
700
800
900
FY23FY24FY25FY26FY27FY28FY29
$ million
Face value of fixed-rate debt (including bonds and swaps) ($m)
Fixed-rate Green Bond offer
Arranger, Green Bond Co-ordinator
and Joint Lead Manager:
Joint Lead Managers:
24
Green Bond offer details
Up to $100m fixed-rate senior secured
Green Bonds (with ability to accept
oversubscriptions of up to an additional $25m)
6.5 yearterm, maturing on 27 September 2029
Secured against $3.2b of property assets
including $976m of green assets
1
25
1: Excludes the value of green assets under development on slide 10.
Key terms of the Green Bond offer
26
Issuer:
Kiwi Property Group Limited.
Instrument:
Fixed-rate senior secured green bonds (Green Bonds).
Issue amount:
Up to $100m (with the ability to accept oversubscriptions of up to an additional $25m at Kiwi Property’s
discretion).
Tenor and maturity:
6.5 years maturing on 27 September 2029.
Interest Rate:
To be determined on the Rate Set Date following a bookbuild process. The Interest Rate will be the
greater of the Minimum Interest Rate and the sum of the Base Rate plus the Margin.
Indicative margin range:
To be announced on or about the opening date of the offer, along with the Minimum Interest Rate.
Interest payments:
Semi-annual in arrear on 27 March and 27 September.
Credit rating:
The Green Bonds have a credit rating of BBB+ from S&P Global Ratings Australia Pty Limited, consistent
with the ratings of the Existing Bonds.
Application amount:
Minimum of $5,000 and in multiples of $1,000 thereafter.
Quotation:
It is expected that the Green Bonds will be quoted under the code KPG060 on the NZX Debt Market.
Key terms of the Green Bond offer (continued)
27
Events of default:
Events of default include (among others):
>Non-payment of interest or principal
>An un-remedied gearing ratio breach
>Insolvency
Sustainable Debt
Framework
Allocation:
Kiwi Property intends to allocate an amount equal to the proceeds of the offer to finance or refinance its direct
and indirect investments in low carbon and energy efficient buildings that meet the eligibility criteria set out in
the Sustainable Debt Framework (being Eligible Projects). Consistent with this, Kiwi Property will apply the net
proceeds of the offer to repay existing bank debt of the Group. Kiwi Property intends to ensure that the
aggregate value of the pool of Eligible Projects is at least equal to the aggregate amount of all its outstanding
green bonds and green loans.
Guarantors:
Kiwi Property and its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Kiwi Property Holdings No. 2
Limited, Kiwi Property Holdings No. 3 Limited, Kiwi Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5
Limited, Kiwi Property Holdings No. 7 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited
and Kiwi Property Centre Place Limited on a joint and several basis.
Ranking:
In an insolvency of a Guarantor, the claims of the senior secured creditors (including the holders of
Green Bonds) will, by virtue of the security granted in favour of the Security Trustee, rank ahead of all unsecured
creditors of the relevant Guarantor other than certain statutorily preferred creditors.
No green
event of default:
No event of default will occur if Kiwi Property fails to comply with the Sustainable Debt Framework or the
Green Bonds cease to satisfy the Green Bond Principles.
Green Bond security and covenants
Security:
The Green Bonds are issued by Kiwi Property Group Limited (Kiwi Property) and guaranteed by the Guarantors
set out on slide 27 on a joint and several basis. The Guarantors have granted security over all of their assets in
favour of the Security Trustee:
>Security interest over all personal property
>Charge over all real property
>Registered mortgages over substantially all real property owned by the Guarantors
The Security Trustee holds this security for the benefit of the holders of the Green Bonds and certain other
secured creditors of the Group (including the holders of the Existing Bonds, the Group's bank facility lenders and
hedging providers, the Supervisor, the Security Trustee and any new future secured creditors) on an equal
ranking basis. The security secures all amounts owing to the secured creditors.
Gearing ratio:
The Group’s finance debt must not exceed 50% of the Group’s total tangible assets. The maximum gearing ratio
that applies to the Green Bonds (50%) is higher than the maximum gearing ratio that applies to the Existing
Bonds (45%).
Kiwi Property considers that 50% is generally consistent with the approach adopted by a number of other
comparable listed property companies in the New Zealand market.
>Gearing ratio as at 30 September 2022 was 35.7%.
>Breach of gearing ratio requires remediation within a 13-month remedy period (once that breach is
disclosed to the Bond Supervisor in a directors’ report)
28
Key dates
29
PDS lodgement:
6 March 2023.
Offer opens:
14 March 2023.
Offer closes:
11am on 17 March 2023.
Rate set date:
17 March 2023.
Issue date:
27 March 2023.
Expected date of initial quotation on NZX Debt Market:
28 March 2023.
Maturity date:
27 September 2029.
InterimResults
Presentation
For the six months ended
30 September 2022
Thank you
---
NZX RELEASE
6 March 2023
Kiwi Property Lodges PDS for Green Bond Offer
Kiwi Property Group Limited (KPG) today announced an offer (Offer) of up to NZ$100 million
(with the ability to accept oversubscriptions of up to NZ$25 million at its discretion) of 6.5-year
fixed-rate senior secured green bonds (Green Bonds) to institutional and New Zealand retail
investors.
The Offer is expected to open on 14 March 2023 and close on 17 March 2023.
The Green Bonds have a credit rating of BBB+ from S&P Global Ratings Australia Pty Limited
(S&P). KPG has a long-term credit rating from S&P of BBB (stable outlook).
Details of the Offer are contained in the product disclosure statement dated 6 March 2023
(PDS) which was lodged today and has been provided to NZX with this announcement.
Investors must obtain the PDS before they decide to acquire any Green Bonds.
The PDS is also available at kiwiproperty.com/corporate/green-bond or by contacting a Joint
Lead Manager or your usual financial advice provider.
There is no public pool for the Offer, with all the Green Bonds being reserved for clients of the
Joint Lead Managers, Primary Market Participants and other approved financial
intermediaries.
Investors can register their interest by contacting a Joint Lead Manager or their usual financial
advice provider.
The Offer is being made in accordance with the Financial Markets Conduct Act 2013 and the
Green Bonds are expected to be quoted on the NZX Debt Market.
In addition to the PDS, copies of the indicative terms sheet and the investor presentation for
the Green Bonds have been provided to NZX with this announcement.
Arranger, Green Bond Co-ordinator and Joint Lead Manager:
ANZ Bank New Zealand Limited
0800 269 476
Joint Lead Managers:
Commonwealth Bank of Australia
0800 272 266
Craigs Investment Partners Limited
0800 226 263
Forsyth Barr Limited
0800 367 227
ENDS
2
Contact us for further information:
Campbell Hodgetts
Head of Communications and Investor Relations
campbell.hodgetts@kp.co.nz
+64 275 634 985
About us:
Kiwi Property (NZX: KPG) is one of the largest listed property companies on the New Zealand
Stock Exchange and is a member of the S&P/NZX 20 Index. We’ve been around for over 25
years and proudly own and manage a significant real estate portfolio, comprising some of
New Zealand’s best mixed-use, retail and office buildings. Our objective is to provide
investors with a reliable investment in New Zealand property through the ownership and
active management of a diversified, high-quality portfolio. S&P Global Ratings has assigned
Kiwi Property a corporate credit rating of BBB (stable) and an issue credit rating of BBB+ for
each of its fixed rate senior secured bonds. Kiwi Property is licensed under the Real Estate
Agents Act 2008. To find out more, visit our website kp.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.