Contact Energy Limited logo

Contact sets interest rate for its Green Bond offer

Debt Issuance29 March 2023CENUtilities

Contact Energy Limited Level 2 Harbour City Tower, 29 Brandon Street, Wellington 6011 | PO Box 10742, Wellington 6143
P: +64 4 499 4001 | F: +64 4 499 4003 | W: contactenergy.co.nz


Thursday, 30 March 2023

Contact sets interest rate for its Green Bond offer

Contact Energy Limited (Contact) has today announced that it has set the interest rate for

its offer of 6-year fixed rate, unsecured, unsubordinated green bonds (Green Bonds).

The interest rate for the Green Bonds has been set at 5.62% per annum. This reflects an

issue margin of 1.35% per annum plus the base rate.

The Green Bonds will be issued on Thursday, 6 April 2023 and will mature on Friday, 6 April

2029.

The Green Bonds will be quoted on the NZX Debt Market under the ticker code CEN080 on

Tuesday, 11 April 2023.

A copy of the final terms sheet has been provided to NZX with this announcement.

For further details investors can contact one of the Joint Lead Managers (listed below) or

their usual financial adviser.


ANZ Bank New Zealand Limited Bank of New Zealand

0800 269 476 0800 284 017

Craigs Investment Partners Limited

Forsyth Barr Limited

0800 226 263

0800 367 227


-ends-

Investor enquiries

Shelley Hollingsworth

Investor Relations and Strategy Manager

+64 21 072 8578

shelley.hollingsworth@contactenergy.co.nz


Media enquiries

Louise Wright

Head of Communications and Reputation

+64 21 840 313

louise.wright@contactenergy.co.nz

---

Final Terms Sheet
Fixed Rate Green Bonds







30 March 2023




Final Terms Sheet


30 March 2023

This final terms sheet (Terms Sheet) sets out the

key terms of the offer by Contact Energy Limited

(Contact or Issuer) of NZ$300,000,000 of

unsecured, unsubordinated, fixed rate, green bonds

maturing on Friday, 6 April 2029 (Green Bonds)

under its Amended and Restated Master Trust

Deed dated 21 August 2015 (as further amended

from time to time) as modified and supplemented

by the Supplemental Trust Deed dated 24 March

2023 entered into between Contact and The New

Zealand Guardian Trust Company Limited

(Supervisor) (together, Trust Documents).

Important notice

The offer of debt securities by Contact is made in

reliance upon the exclusion in clause 19 of schedule 1

of the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this Terms Sheet is an offer of

bonds that have identical rights, privileges, limitations

and conditions (except for the interest rate and

maturity date) as Contact’s:

• NZ$100,000,000 unsecured, unsubordinated,

fixed rate, green bonds (which have a fixed

interest rate of 3.55% per annum) maturing

on 15 August 2024, which are currently

quoted on the NZX Debt Market under the

ticker code CEN050 (CEN050 Bonds); and






• NZ$250,000,000 unsecured, unsubordinated,

fixed rate, green bonds (which have a fixed

interest rate of 5.82% per annum) maturing on

11 April 2028, which are currently quoted on

the NZX Debt Market under the ticker code

CEN070 (CEN070 Bonds),

(the CEN050 Bonds and the CEN070 Bonds, together

the Existing Bonds).

The Green Bonds are of the same class as the Existing

Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014 (FMC

Regulations).

Contact is subject to a disclosure obligation that

requires it to notify certain material information to

NZX Limited (NZX) for the purpose of that information

being made available to participants in the market and

that information can be found by visiting

www.nzx.com/companies/CEN.

The Existing Bonds are the only debt securities of

Contact that are currently quoted and in the same

class as the Green Bonds.

Investors should look to the market price of the

Existing Bonds referred to above to find out how the

market assesses the returns and risk premium for

those bonds. When comparing the yield of two debt

securities, it is important to consider all relevant

factors (including credit rating (if any), maturity and

other terms of the relevant debt securities).


ADDRESS DETAILS:

Issuer:

Contact Energy

Limited



Arranger and Joint

Lead Manager:

ANZ Bank New

Zealand Limited

Joint Lead

Manager:

Bank of New

Zealand

Joint Lead

Manager:

Craigs Investment

Partners Limited

Joint Lead

Manager:

Forsyth Barr

Limited


Registrar:

Link Market

Services Limited


Level 2, Harbour City

Tower, 29 Brandon

Street

Wellington 6011


Level 25, ANZ

Centre, 23-29

Albert Street

Auckland 1010


Level 6, Deloitte

Centre, 80 Queen

Street

Auckland 1010


Level 36, Vero

Centre, 48

Shortland Street

Auckland 1010


Level 22, NTT

Tower, 157

Lambton Quay

Wellington 6011

Level 30, PwC

Tower, 15 Customs

Street West

Auckland 1010

2
Contact Energy 2029 Bonds – Final Terms Sheet



Issuer Contact Energy Limited (Contact).

Description of Bonds

The Green Bonds are unsecured, unsubordinated, fixed rate, debt obligations

of Contact ranking equally and without preference among themselves and

equally with all other outstanding unsecured and unsubordinated indebtedness

of Contact, except indebtedness preferred by law.

The Supervisor, on behalf of the Holders, has the benefit of certain provisions

of Contact’s deed of negative pledge and guarantee dated 19 May 2005

(Negative Pledge). Among other things, the Negative Pledge provides that

Contact will not grant any security interest in its assets except under certain

limited exceptions set out in the Negative Pledge. The Green Bonds are not

guaranteed by any person.

The Green Bonds are Green Debt Instruments under Contact’s Sustainable

Finance Framework and are certified by the Climate Bonds Initiative (CBI)

based on the Climate Bonds Standard. A copy of the Sustainable Finance

Framework is available on Contact’s website:

www.contact.co.nz/aboutus/sustainability/financial-sustainability

Financial Covenant

The ratio of consolidated unsubordinated group debt to consolidated

unsubordinated group debt plus shareholders’ funds (all as described in the

Negative Pledge) must not exceed 60%.

Purpose

The proceeds from the issue of the Green Bonds will be used by Contact for

the financing and refinancing of renewable generation and other eligible green

assets (Green Assets) in accordance with the terms of the Sustainable

Finance Framework.

Joint Lead Managers ANZ Bank New Zealand Limited, Bank of New Zealand, Craigs Investment

Partners Limited and Forsyth Barr Limited.

Credit Ratings



S&P Global Ratings

Issuer Credit Rating

BBB (stable outlook)

Issue Credit Rating

BBB


A rating is not a recommendation by any rating organisation to buy, sell or hold

Green Bonds. The above credit ratings are current as at the date of this Terms

Sheet and may be subject to suspension, revision or withdrawal at any time by

the assigning rating organisation.

Issue Amount NZ$300,000,000.

Opening Date Monday, 27 March 2023.

Closing Date 11:00am, Thursday, 30 March 2023.

Rate Set Date Thursday, 30 March 2023.

Issue Date Thursday, 6 April 2023.

Expected date of initial

quotation and trading on NZX

Debt Market

Tuesday, 11 April 2023.

Maturity Date Friday, 6 April 2029.

Issue Margin 1.35% per annum.


Interest Rate 5.62% per annum, being the sum of the Issue Margin and the Base Rate.

Base Rate The 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 Contact, according to market convention, with reference to

Bloomberg page ‘ICNZ4’ (or its successor page) on the Rate Set Date and

expressed on a quarterly basis (rounded to 2 decimal places, if necessary, with

0.005 being rounded up).

3
Contact Energy 2029 Bonds – Final Terms Sheet



Issue Price NZ$1.00 per Green Bond.

Interest Payments Quarterly in arrear in equal payments.

Interest Payment Dates 6 January, 6 April, 6 July and 6 October each year up to and including the

Maturity Date.

The first Interest Payment Date is 6 July 2023.

Record Date 10 calendar days before the relevant Interest Payment Date or Maturity Date

or, if not a Business Day, the preceding Business Day.

Business Day A day (other than a Saturday or Sunday) on which registered banks are

generally open for business in Auckland and Wellington.

If an Interest Payment Date falls on a day that is not a Business Day, the due

date for any payment to be made on that date will be the next Business Day,

with no adjustment to be made to the amount payable as a result of the delay

in payment.

Minimum Application Amount NZ$5,000 with multiples of NZ$1,000 thereafter.

ISIN NZCEND0080L7.

NZX Debt Market Quotation Application has been made to NZX for permission to quote the Green Bonds on

the NZX Debt Market and all the requirements of NZX relating thereto that can

be complied with on or before the distribution of this Terms Sheet have been

duly complied with. However, NZX accepts no responsibility for any statement

in this Terms Sheet. NZX is a licensed market operator, and the NZX Debt

Market is a licensed market under the FMCA.

NZX Debt Market Ticker

Code

CEN080.

Transfers The registered owner of a Green Bond may transfer that Green Bond at any

time, subject to the terms of the Trust Documents and any applicable

securities laws and regulations.

Repo-eligibility Contact intends to apply to the Reserve Bank of New Zealand for the Green

Bonds to be included as eligible securities for domestic market operations.

Brokerage Applicants are not required to pay brokerage or any charges to Contact for an

application under the Offer.

No Event of Default Failure by Contact to:

1. allocate the proceeds of the Green Bonds as described in the Sustainable

Finance Framework;

2. meet the Climate Bonds Standard, Green Bond Principles or the

Sustainable Finance Framework in respect of the Green Bonds;

3. maintain CBI certification of the Green Bonds or other Green Debt

Instruments;

4. comply with any environmental laws and standards in respect of the Green

Assets or otherwise;

5. receive further assurance from CBI;

6. comply with the Sustainable Finance Framework (including updating its

website in respect of the Green Bonds);

7. notify Holders that the Green Bonds cease to comply with the Sustainable

Finance Framework, the Green Bond Principles or Climate Bonds Standard;

or

8. in any other way ensure that the Green Bonds retain their green attributes,

is not an Event of Default or other default or breach of any obligation under the

Trust Documents and does not have the result of requiring, or permitting

Holders or Contact to require, the Green Bonds to be repaid early. Contact

may, depending on the exact circumstances, provide the market with an

update in relation to the ongoing status of the Green Bonds as green bonds.

4
Contact Energy 2029 Bonds – Final Terms Sheet



Registrar and Paying Agent Link Market Services Limited.

The Green Bonds will be accepted for settlement within the NZClear system.

Early Repayment Holders have no rights to require Contact to redeem the Green Bonds early

except through the Supervisor in the case of an Event of Default (as set out in

the Trust Documents). Contact does not have the right to redeem the Green

Bonds early.

In the case of an Event of Default (as set out in the Trust Documents) which is

continuing unremedied, the Supervisor may declare, and may be directed by an

Extraordinary Resolution (as defined in the Trust Documents) of the Holders to

declare, the principal amounts of the Green Bonds, together with any accrued

interest, to be immediately due and payable.

Supervisor The New Zealand Guardian Trust Company Limited.

Governing Law New Zealand.

Who May Apply

& How to Apply

All of the Green Bonds including any oversubscriptions will be reserved for

clients of the Joint Lead Managers, institutional investors and other primary

market participants invited to participate in the bookbuild.

There will be no public pool for the Green Bonds.

Retail investors should contact the Joint Lead Managers, their financial advisor

or any Primary Market Participant for details on how they may acquire Green

Bonds. You can find a Primary Market Participant by visiting

www.nzx.com/investing/find-a-participant

Any allotment of Green Bonds will be at Contact’s discretion, in consultation

with the Joint Lead Managers. Contact reserves the right to refuse to make any

allotment (or part thereof) without giving any reason. Contact may deal with

oversubscriptions (if any) in its sole discretion.

Each investor’s financial advisor will be able to advise them as to what

arrangements will need to be put in place for the investors to trade the Green

Bonds including obtaining a common shareholder number (CSN), an

authorisation code (FIN) and opening an account with a Primary Market

Participant as well as the costs and timeframes for putting such arrangements

in place.

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, as modified or amended

from time to time (the SFA), Contact 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).

Selling Restrictions The selling restrictions set out in the schedule to this Terms Sheet apply.

Sustainable Finance

Framework Assurance

Contact has received a pre-issuance certification from CBI in respect of the

Green Bonds.

Contact has engaged Ernst & Young Limited to provide independent assurance

of the Sustainable Finance Framework to confirm that the Sustainable Finance

Framework continues to meet the requirements of the Climate Bonds Standard

and the Green Bond Principles. Contact will seek to obtain further assurance at

least annually.

Copies of the CBI certification and the latest Ernst & Young Limited

independent limited assurance report (which details the assurance procedures

and standards followed) can be found here:

www.contact.co.nz/aboutus/sustainability/financial-sustainability

The dates set out in this Terms Sheet are indicative only and Contact, in conjunction with the Joint Lead

Managers, may change the dates set out in this Terms Sheet. Contact has the right in its absolute discretion and

without notice to close the offer early, to extend the Closing Date, or to choose not to proceed with the offer. If the

Closing Date is changed, other dates (such as the Issue Date, Interest Payment Dates and the Maturity Date) may

be changed accordingly.

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated

otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of,

this Terms Sheet.

5
Contact Energy 2029 Bonds – Final Terms Sheet



Copies of the Trust Documents will be made available by Contact for inspection during usual business hours by

any Holder at Contact’s registered office listed above (or such office as Contact may notify the Holders from time

to time). Copies of the Trust Documents are also available on Contact’s website:

www.contact.co.nz/aboutus/investor-centre/investor-information#Bond-information

Investors should seek qualified, independent financial and taxation advice before deciding to invest. Investors will

be personally responsible for all tax return filing obligations in respect of their investment in the Green Bonds,

compliance with the financial arrangements rules (if applicable) and payment of provisional or terminal tax (if

required) on interest derived.

The Supervisor accepts no responsibility for the information contained in this Terms Sheet.

For further information regarding Contact, visit www.nzx.com/companies/CEN.


6
Contact Energy 2029 Bonds – Final Terms Sheet




SELLING RESTRICTIONS

The Green Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and

regulations in New Zealand. No Green Bonds may be offered for sale or sold in any other country or jurisdiction

except in conformity with all applicable laws and regulations of that country or jurisdiction and the selling

restrictions contained in this Terms Sheet. This Terms Sheet may not be published, delivered or distributed in or

from any country or jurisdiction except under circumstances which will result in compliance with all applicable

laws and regulations in that country or jurisdiction and the selling restrictions contained in this Terms Sheet.

Without limiting the generality of the above, the following selling restrictions apply in respect of each relevant

jurisdiction:

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 Joint Lead Managers 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 Contact or the 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 it may make

an offer of such Green Bonds to the public in the United Kingdom:

a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK

Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the Joint Lead

Managers for any such offer; or

c) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (FSMA),

provided that no such offer of the Green Bonds shall require Contact or the Joint Lead Managers to publish a

prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK

Prospectus Regulation.

For the purposes of this provision, the expression 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 Contact.

All applicable provisions of the FSMA with respect to anything done by it in relation to the Green Bonds in, from or

otherwise involving the United Kingdom, must be complied with.

Singapore

This Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,

this Terms Sheet and any other document or material in connection with the offer or sale, or invitation for

subscription or purchase, of the Green Bonds may not be circulated or distributed, nor may the Green Bonds be

offered or sold, or caused to be made the subject of an invitation for subscription or purchase, whether directly or

7
Contact Energy 2029 Bonds – Final Terms Sheet



indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the

SFA) pursuant to Section 274 of the SFA, (ii) 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 (iii) 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.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (Corporations

Act)) in relation to the Green Bonds (including this Terms Sheet) has been, or will be, lodged with, or registered

by, the Australian Securities and Investments Commission (ASIC) or any other regulatory authority in Australia.

No person may:

a) make or invite (directly or indirectly) an offer of the 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, any Terms Sheet, information memorandum, prospectus or any other offering material

or advertisement relating to the Green Bonds in Australia, unless:

i. the minimum aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its

equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror or its

associates) or the offer or invitation otherwise does not require disclosure to investors in accordance

with Part 6D.2 or 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, or registered by, ASIC or any other

regulatory authority in Australia.

By applying for the Green Bonds under this Terms Sheet, each person to whom the Green Bonds are issued (an

Investor):

a) will be deemed by Contact and the Joint Lead Managers to have acknowledged that if any 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 Contact and the Joint Lead Managers 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 such Green Bonds.

8
Contact Energy 2029 Bonds – Final Terms Sheet



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.

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)) except in accordance with

Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the Securities Act.

None of Contact, any Joint Lead Manager nor any person acting on its or their behalf has engaged or will engage

in any directed selling efforts in relation to the Green Bonds, and each of Contact, any Joint Lead Manager have

complied and will comply with the offering restrictions requirements of Regulation S under the Securities Act.

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 of the Tranche of which such Green Bonds are part, as determined and certified by

any Joint Lead Manager, except in accordance with Rule 903 of Regulation S under the Securities Act. 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 (as defined in Regulation S under the Securities Act) (i) as part of their distribution at any time or (ii)

otherwise until 40 days after the later of the commencement of the offering of the Green Bonds and the closing

date except in either case pursuant to a valid exemption from registration in accordance with Regulation S under

the Securities Act. Terms used above have the meaning given to them by Regulation S.’

Until 40 days after the completion of the distribution of all Green Bonds of the Tranche of which those Green

Bonds are a part, an offer or sale of the Green Bonds within the United States by any Joint Lead Manager, or any

dealer or other distributor (whether or not participating in the offering) may violate the registration requirements

of the Securities Act if such offer or sale is made otherwise than in accordance with Regulation S.

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.

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 FlEA) 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 FlEA. A Japanese Person who transfers the Green

Bonds shall not transfer or resell the Green Bonds 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.

Indemnity

By its subscription for the Green Bonds, each Holder agrees to indemnify Contact, the Arranger, the Joint Lead

Managers and the Supervisor and each of their respective directors, officers and employees for any loss, cost,

liability or expense sustained or incurred by Contact, the Arranger, the Joint Lead Managers or the Supervisor, as

the case may be, as a result of the breach by that Holder of the selling restrictions set out above.

9
Contact Energy 2029 Bonds – Final Terms Sheet



CBI disclaimer

The certification of the Green Bonds as Climate Bonds by the Climate Bonds Initiative is based solely on the

Climate Bonds Standard and does not, and is not intended to, make any representation, warranty, undertaking,

express or implied, or give any assurance with respect to any other matter relating to the Green Bonds, the

Sustainable Finance Framework, any other Green Debt Instrument or Green Asset, including but not limited to

this Terms Sheet, the Trust Documents, any transaction documents, Contact or the management of Contact.

The certification of the Green Bonds as Climate Bonds by the Climate Bonds Initiative was addressed solely to

the board of directors of Contact and is not a recommendation to any person to purchase, hold or sell the Green

Bonds (or any other Green Debt Instruments in the Sustainable Finance Framework) and such certification does

not address the market price or suitability of the Green Bonds or the Sustainable Finance Framework for a

particular investor. Each potential purchaser of the Green Bonds should determine for itself the relevance of this

certification. Any purchase of Green Bonds should be based upon such investigation that each potential

purchaser deems necessary. The certification also does not address the merits of the decision by Contact or any

third party to participate in the Green Bonds, any other Green Debt Instruments or any Green Asset and does not

express and should not be deemed to be an expression of an opinion as to Contact or any aspect of the Green

Bonds, any other Green Debt Instruments or any Green Asset (including but not limited to the financial viability of

the Green Bonds, any other Green Debt Instruments or any Green Asset) other than with respect to conformance

with the Climate Bonds Standard.

In issuing or monitoring, as applicable, the certification, the Climate Bonds Initiative has assumed and relied upon

and will assume and rely upon the fairness, accuracy, reasonableness and completeness in all material respects

of the information supplied or otherwise made available to the Climate Bonds Initiative. The Climate Bonds

Initiative does not assume or accept any responsibility or liability to any person for independently verifying (and it

has not verified) such information or to undertake (and it has not undertaken) any independent evaluation of any

Green Debt Instruments, Green Asset or Contact. In addition, the Climate Bonds Initiative does not assume any

obligation to conduct (and it has not conducted) any physical inspection of any Green Debt Instruments or Green

Asset. The certification may only be used with the Green Bonds and may not be used for any other purpose

without the Climate Bonds Initiative’s prior written consent.

The certification does not, and is not in any way intended to, address the likelihood of timely payment of interest

when due on the Green Bonds (or any other Green Debt Instruments in the Sustainable Finance Framework)

and/or the payment of principal at maturity or any other date.

The certification may be withdrawn at any time in the Climate Bonds Initiative’s sole and absolute discretion and

there can be no assurance that such certification will not be withdrawn.

Arranger and Joint Lead Manager important information

None of the Arranger, the Joint Lead Managers nor any of their respective directors, officers, employees and

agents: (a) to the extent permitted by law, accept any responsibility or liability whatsoever for this Terms Sheet or

any loss arising from this Terms Sheet or its contents or otherwise arising in connection with the offer of Green

Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this Terms Sheet; and (c)

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. This Terms Sheet does not constitute financial advice or a

recommendation from the Arranger, any Joint Lead Manager or any of their respective directors, officers,

employees, agents or advisers to purchase, any Green Bonds. Each Holder must make its own independent

investigation and assessment of the financial condition and affairs of the issuer before deciding whether or not to

invest in the Green Bonds.

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.