Infratil announces NZ$850 million equity raising
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
7 June 2023
Infratil to take full control of One New Zealand and announces equity raise of NZ$850 million to
fund the deal and other growth opportunities
Infratil Limited (‘Infratil’) (IFT.NZ, IFZ.AX) is pleased to announce that it has reached an agreement
with Brookfield Asset Management Ltd (together with its affiliates, ‘Brookfield’), to acquire Brookfield’s
49.95% stake in One New Zealand (‘One NZ’) for NZ$1.8 billion, increasing Infratil’s ownership from
49.95% to 99.90% (the ‘Acquisition’).
Infratil will fund the NZ$1.8 billion acquisition via a NZ$850 million equity raising, cash reserves and
debt facilities.
Key highlights
• The Acquisition values One NZ at an enterprise value of NZ$5.9 billion
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and an implied
EV/EBITDA multiple of 9.8x
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for Infratil’s increased stake and a normalised EV/EBITDA multiple of
9.3x
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• Increased conviction around data and connectivity tailwinds and strong trading momentum, with
further upside expected through its simplification initiatives, supports further investment in One NZ
• Full control provides business plan flexibility and a focus on long term value creation under 100%
New Zealand ownership
• One NZ continues to deliver strong, stable cash flows and is well positioned to achieve a target
30% EBITDA margin in the near term
• Strengthens Infratil’s cash generative core, providing stable and growing cashflows to support
further Infratil’s development platforms
• FY2024 Proportionate EBITDAF guidance range increased to NZ$800 million – NZ$840 million,
reflecting an increased contribution from One NZ
• Underwritten
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NZ$750 million Placement (‘Placement’) priced at NZ$9.20 per New Share
(‘Placement Price’), representing a 8.9% discount to last close and a 7.9% discount to 5-day
VWAP of NZ$9.99
• Retail offer of NZ$100 million (plus the ability to accept oversubscriptions) enabling retail
shareholders to participate in the equity raising on a pro rata basis
• Post equity raise and completion of the One NZ transaction, Infratil’s wholly owned group gearing
is expected to be 18.7%
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with NZ$927.7 million of available liquidity
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, providing flexibility to
support growth investment across Infratil’s portfolio
• The acquisition is unconditional
• Completion of the One NZ investment is expected shortly after receipt of the Placement proceeds
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Enterprise value assumes net debt of $2.3 billion, including $918 million lease liabilities
2
Reflects implied Enterprise Value of $5.9 billion and midpoint of FY2024PF EBITDA range of $580-$620 million
3
Reflects implied Enterprise Value of $5.9 billion and midpoint of FY2024PF EBITDA range of $580-$620 million adjusted for $35 million of
one-off project and rebranding costs, and capitalisation of SaaS development expenditure
4
The Placement is fully underwritten, other than in respect of pre-committed pro rata participation in the Placement by interests associated
with Morrison & Co and related parties amounting to $43.7 million worth of new shares in the aggregate
5
Gearing calculated as total net debt / total capital based on the Infratil share price of NZ$10.10 as at 6 June 2023 and assuming NZ$850
million equity raise
6
Includes impact of equity raise (net of transaction fees) and payment of incentive fee and any other adjustments on 31 March 2023
balance sheet, but excluding commitments
7
Available liquidity includes undrawn debt facilities and cash on hand
2
One NZ is a leading New Zealand digital services and connectivity company with 2.7 million
connections and population coverage of more than 98% of New Zealand. One NZ has been
transformed since Infratil’s initial acquisition in 2019 and today holds a strong market position in
mobile and is delivering growth across multiple segments.
Infratil CEO Jason Boyes said, “Further investment in One NZ is strategically and financially
compelling for Infratil and our shareholders. One NZ has had strong momentum following the recent
rebrand and other business transformation initiatives that are ongoing, with further upside to be
realised. Full control of One NZ provides business plan and capital allocation flexibility and a renewed
focus on long term value creation”.
“Beyond One NZ, we continue to see exciting near-term opportunities for investment across our
portfolio, in particular across our digital and renewables platforms. Since our full year results
announcement on 22 May, CDC Data Centres continues to see strong demand signals for capacity.
We will maintain balance sheet capacity and flexibility following the transaction to support our
investments in assets such as CDC and Longroad, with a focus on long term growth and value for
shareholders.”
“The equity raise is a $750 million underwritten placement, which happens today, and then a $100
million retail offer that runs until 27 June and is not underwritten. This is a similar offer structure Infratil
has used before that, given the make-up of our share register, gives almost all shareholders the ability
to maintain their proportionate ownership of Infratil if they wish, but also minimises the cost of the offer
for those who cannot.”
One NZ CEO Jason Paris said, “Infratil’s increased investment in One New Zealand is a huge vote of
confidence in the direction and momentum within our business and means this important New
Zealand company will be 100 percent locally owned and managed for the first time. We thank
Brookfield for its outstanding contribution as a shareholder, and we welcome Infratil’s increased
investment to full ownership, which reflects the significant additional opportunities available within the
business.”
Udhay Mathialagan, Brookfield Managing Director and Global CEO of Data Centres, and outgoing
chair of One NZ, said, “During our ownership of One NZ, we have overseen the investment of more
than a billion dollars to expand and strengthen New Zealand’s digital infrastructure. Personally, it’s
been a privilege to lead the board through a period of significant change that involved the rebrand to
One NZ, the carve-out of the tower assets and navigating through the pandemic. While we continue to
see further long-term value in One NZ, we were attracted to realising a strong return now. We wish
Infratil and the One NZ management team the best for what will be a bright future.”
Acquisition funding
Infratil’s consideration will be funded by:
• A NZ$850 million equity raise, comprising a NZ$750 million underwritten Placement
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and a
NZ$100 million non-underwritten Retail Offer (‘Retail Offer’) (together, the ‘Equity Raising’); and
• The balance will be funded by cash reserves and debt facilities of NZ$950 million
Post equity raise and completion of the One NZ transaction, Infratil’s wholly owned group gearing is
expected to be 18.7% with NZ$927.7 million of available liquidity.
All Infratil directors intend to participate in the equity raising.
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The Placement is fully underwritten, other than in respect of pre-committed pro rata participation in the Placement by interests associated
with Morrison & Co and related parties amounting to $43.7 million worth of new shares in the aggregate
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Barrenjoey Markets Pty Limited (acting jointly with Forsyth Barr Limited) and UBS New Zealand
Limited are Joint Lead Managers.
Further details of the Equity Raising are as follows:
Placement
The Placement will be conducted through a bookbuild in which eligible investors in New Zealand,
Australia, and certain other jurisdictions will be invited to participate. A trading halt has been granted
by NZX and ASX to facilitate the Placement.
The Placement will comprise the issue of 81.5 million new shares, representing approximately 11.2%
of existing issued capital, to raise NZ$750 million. The Placement Price of NZ$9.20 per new share
represents a discount of 8.9% to the last NZX close price on Tuesday, 6 June 2023.
It is intended that eligible shareholders who bid for an amount up to their 'pro rata' share of new
shares under the Placement will be allocated their full bid on a best-efforts basis.
Interests associated with Morrison & Co and related parties have pre committed to subscribe for
$43.7 million worth of new shares in the Placement equivalent to their pro rata share.
Retail Offer
Infratil intends to conduct a non-underwritten Retail Offer to eligible existing shareholders to raise up
to NZ$100 million, with the ability to scale applications or accept over subscriptions at Infratil’s
discretion.
Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$80,000 and
A$45,000
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, respectively of new shares under the Retail Offer, free of any brokerage, commission and
transaction costs. The maximum application size has been selected with the objective of enabling as
many retail shareholders as possible to apply for their pro rata share of the equity raising via the
Retail Offer.
New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price or a
2.5% discount to the five-day VWAP of Infratil on the NZX up to, and including, the closing date of the
Retail Offer.
New Shares to be issued under the Retail Offer will rank equally with existing Infratil shares on issue
and will be quoted on the NZX and ASX from the date of Retail Offer allotment.
If the Retail Offer is oversubscribed, applications may be scaled in Infratil’s discretion, having regard
to existing shareholdings at 7:00pm NZST on Tuesday, 6 June 2023. This approach is intended to
ensure, as far as is practicable, shareholders who apply for a number of shares that will allow them to
maintain their proportionate ownership in Infratil will receive those shares
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.
All eligible shareholders will be able to participate through either the Placement or the Retail Offer.
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If an eligible shareholder in Australia applies for an Australian dollar amount of shares, and the exchange rate varies such that the
Australian dollar amount applied for exceeds the NZ$50,000 regulatory limit (on the basis of the NZ$:A$ exchange rate published by the
New Zealand Reserve Bank on its website at 3.00pm New Zealand time on the closing date of the Retail Offer), shares having a total issue
price equal to NZ$50,000 (converted in accordance with the Retail Offer booklet), which may be less than A$45,000, will be issued to the
shareholder and they will be refunded the excess cash amount.
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Infratil’s ability to scale in this manner is subject to the overall size of the Retail Offer and regulatory restrictions on the number of shares
that can be offered to eligible Australian shareholders. Refer to the Retail Offer booklet, when published, for further details regarding
Infratil’s intended approach to scaling.
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Full details of the Retail Offer will be set out in the Retail Offer booklet, which will be released to the
NZX and ASX, and sent to eligible shareholders in New Zealand and Australia on Tuesday, 13 June
2023. The closing date for applications by eligible shareholders is Tuesday, 27 June 2023.
Further information
Further details of the acquisition of One NZ and the Equity Raising are set out in the Investor
Presentation provided to the NZX and ASX today.
There will be a briefing for institutional investors, analysts and media commencing at 10.30am.
The Webcast link is here.
Any investor enquiries should be directed to:
Mark Flesher
Investor Relations
Infratil Limited
Email: mark.flesher@infratil.com
Equity Raising Key dates:
Placement Date
Trading halt and Placement bookbuild Wednesday, 7 June 2023
Announcement of results of Placement and trading halt lifted Thursday, 8 June 2023
ASX settlement Tuesday, 13 June 2023
NZX settlement Wednesday, 14 June 2023
Allotment & commencement of trading of new shares on NZX/ASX Wednesday, 14 June 2023
Retail Offer Date
Record date Tuesday, 6 June 2023
Expected despatch of Retail Offer document and application form Tuesday, 13 June 2023
Retail Offer opens Tuesday, 13 June 2023
Retail Offer closes Tuesday, 27 June 2023
Announcement of results of Retail Offer Friday, 30 June 2023
Allotment of shares on NZX and ASX Tuesday, 4 July 2023
Commencement of trading of shares on NZX Tuesday, 4 July 2023
Commencement of trading of shares on ASX Wednesday, 5 July 2023
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About One NZ
One NZ is a leading New Zealand digital services and connectivity company with 2.7 million
connections and population coverage of more than 98% of New Zealand
One NZ has an integrated network with a full-service telecommunication offering, a strong market
position across mobile, and is delivering growth across multiple segments. One NZ is one of New
Zealand’s largest fixed infrastructure owners with over 11,000km of fibre and cable, extensive
spectrum holdings and long-term access to over 1,500 mobile towers.
One NZ is a technology leader with proven track record of improving customer experience through
innovation and leading the market in launching next generation technologies, including the recently
announced partnership with SpaceX to deliver coverage to 100% of New Zealand by 2024.
To learn more about One NZ, please visit www.one.nz
About Infratil
Infratil is a New Zealand headquartered global infrastructure investor with a significant portfolio of
investments in digital infrastructure, renewables, healthcare and airports. Infratil was founded and
publicly listed by Morrison & Co in 1994 as a platform offering investors access to long-term
infrastructure investment. Infratil is listed on both the New Zealand and Australian Stock Exchanges
(IFT.NZ, IFZ.AX) with a current market capitalisation of NZ$7.4 billion
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.
To learn more about Infratil, please visit www.infratil.com
About Morrison & Co
Morrison & Co has managed Infratil since its inception in 1994. Morrison & Co is a global
infrastructure investment management specialist, founded in 1988. Morrison & Co manages multiple
client mandates, with total funds under management of approximately NZ$30 billion at 31 March
2023. Morrison & Co is a pioneer in innovative infrastructure investing, supporting businesses that
help enhance the lives of local communities. Morrison & Co integrates deep industry specialisation
with financial and transactional expertise, with investment decisions supported by research and high-
conviction beliefs in long-term trends that bridge business cycles.
To learn more about Morrison & Co, please visit www.hrlmorrison.com
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As at 6 June 2023
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MPORTANT INFORMATION
This announcement has been prepared by Infratil Limited (NZ company number 597366, ARBN 144
728 307, ticker IFT (NZX and ASX)) (the “Company” or “IFT”) and is dated 7 June 2023. This
announcement provides information in relation to the Placement and Retail Offer for new shares in
the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013 (“FMCA”) and in Australia under part 6D.2 of the Corporations Act 2001 Cth (the “Corporations
Act”) and Australian Securities and Investments Commission (“ASIC”) Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 as notionally modified by ASIC Instrument 23 0443.
INFORMATION
This announcement contains summary information about the Company and its activities which is
current as at the date of this announcement. The information in this announcement is of a general
nature and does not purport to be complete nor does it contain all the information which a prospective
investor may require in evaluating a possible investment in the Company or that would be required in
a product disclosure statement under the FMCA or a prospectus under the Corporations Act 2001
(Cth). The historical information in this announcement is, or is based upon, information that has been
released to NZX Limited (“NZX”) and/or ASX Limited (“ASX”). This announcement should be read in
conjunction with the Company’s annual report, market releases and other periodic and continuous
disclosure announcements, which are available at www.nzx.com and www.asx.com.au.
Any decision to acquire New Shares under the Retail Offer should be made on the basis of all
information provided in relation to the Offer, including the separate offer document to be lodged with
NZX and ASX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the Retail
Offer should review the Offer Document and apply in accordance with the instructions set out in the
Offer Document and Application Form accompanying the Offer Document or as otherwise
communicated to the shareholder. This announcement and the Offer Document do not constitute an
offer, advertisement or invitation in any place in which, or to any person to whom, it would not be
lawful to make such an offer, advertisement or invitation.
NOT FINANCIAL PRODUCT ADVICE
This announcement is for information purposes only and is not financial or investment advice or a
recommendation to acquire the Company’s securities, and has been prepared without taking into
account the objectives, financial situation or needs of prospective investors. Before making an
investment decision, prospective investors should consider the appropriateness of the information
having regard to their own objectives, financial situation and needs and consult a financial adviser,
solicitor, accountant or other professional adviser if necessary.
FORWARD-LOOKING STATEMENTS
Certain statements made in this announcement (including references to FY2024 guidance) are
‘forward-looking statements’. These forward-looking statements are not historical facts but rather are
based on IFT’s current expectations, estimates, beliefs, assumptions and projections about IFT, its
portfolio companies (including One New Zealand), the industries in which it operates, the outcome
and effects of the Offer and use of proceeds. These forward-looking statements include forecast
financial information and guidance, statements about IFT’s expectations about the performance of its
businesses, statements about the future performance of IFT and statements about the use of
proceeds from the Offer. Forward looking statements can generally be identified by the use of forward
looking words such as “anticipate“, “believe“, “expect“, “project“, “forecast“, “estimate“, “likely“,
“intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other similar expressions within the
meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future
earnings, distributions or financial position or performance are also forward-looking statements.
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These statements are not guarantees of future performance and are subject to known and unknown
risks, uncertainties and other factors, many of which are beyond the control of IFT, its directors and
management, are difficult to predict and may involve significant elements of subjective judgement and
assumptions as to future events which may not be correct and could cause actual results to differ
materially from those expressed in the forward-looking statements. There can be no assurance that
actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this presentation relate only to events as of the date of this
announcement. The Company undertakes no obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances or unanticipated events
occurring after the date of this release except as required by law or by any appropriate regulatory
authority.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such
as indications of, and guidance on, outlook, future earnings and financial position and performance,
which reflect the Company’s views only as of the date of this release.
FINANCIAL INFORMATION
All financial information in this announcement is in New Zealand dollars (NZ$ or NZD) unless
otherwise stated.
Investors should be aware that certain financial measures included in this announcement are ‘non-
GAAP financial measures’ under the New Zealand Financial Markets Authority Guidance Note on
disclosing non GAAP financial information, "non‐IFRS financial information" under Regulatory Guide
230: ‘Disclosing non‐IFRS financial information’ published by ASIC and "non‐GAAP financial
measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as
amended, and are not recognised under International Financial Reporting Standards (IFRS) or
International Financial Reporting Standards (NZ IFRS), which is based on IFRS. Such non-IFRS
financial information/non-GAAP financial measures do not have a standardised meaning prescribed
by NZ IFRS or IFRS. Therefore, the non-IFRS financial information may not be comparable to
similarly titled measures presented by other entities, and should not be construed as an alternative to
other financial measures determined in accordance with by NZ IFRS or IFRS. The disclosure of such
non‐GAAP financial measures in the manner included in this presentation would not be permissible in
a registration statement under the U.S. Securities Act. Although IFT believes these non-IFRS financial
measures provide useful information to investors in measuring the financial performance and
condition of its business, investors are cautioned not to place undue reliance on any non-IFRS
financial information/non-GAAP financial measures included in this announcement.
This announcement may contain pro forma and forecast financial information. Any pro forma and
forecast financial information provided in this presentation is for illustrative purposes only and should
not be relied upon as, and is not represented as, being indicative of Infratil’s future financial
performance and/or condition. In addition, any pro forma financial information included in this
presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and
regulations of the U.S. Securities and Exchange Commission.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be
restricted by law and you should observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of applicable securities laws.
This announcement may not be released or distributed in the United States. This announcement does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States
or in any jurisdiction in which such an offer would be illegal. The securities to be offered and sold in
the Placement and the Retail Offer have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other
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jurisdiction of the United States. Accordingly, the securities to be offered and sold in the Placement
may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable securities laws of any state or other jurisdiction of the United States. The securities to be
offered and sold in the Retail Offer may not be offered or sold, directly or indirectly, in the United
States or to any person that is acting for the account or benefit of a person in the United States.
DISCLAIMER
To the maximum extent permitted by law, each of the Company, Barrenjoey Markets Pty Limited,
acting jointly with Forsyth Barr Limited, and UBS New Zealand Limited (the “Lead Managers”) and
their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents
and advisers disclaim all liability and responsibility (whether in tort (including negligence) or
otherwise) for any direct or indirect loss or damage which may be suffered by any person through use
of or reliance on anything contained in, or omitted from, this announcement.
None of the Lead Managers or any of its respective affiliates, related bodies corporate, directors,
officers, partners, employees, agents or advisers have authorised, permitted or caused the issue,
submission, dispatch or provision of this announcement and none of them makes or purports to make
any statement in this announcement and there is no statement in this announcement which is based
on any statement by any of them.
The Lead Managers and its respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers make no representation or warranty, express or implied, as to the
currency, accuracy, reliability or completeness of information in this announcement and, with regard
to the Lead Managers and its respective advisers, affiliates, related bodies corporate, directors,
officers, partners, employees, shareholders, representatives and agents take no responsibility for any
part of this announcement, the Placement or the Retail Offer.
The Lead Managers and its respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers make no recommendations as to whether you or your related parties
should participate in the Placement or Retail Offer nor do they make any representations or
warranties to you concerning the Placement or Retail Offer, and you represent, warrant and agree
that you have not relied on any statements made by the Lead Managers or its respective affiliates,
related bodies corporate, directors, officers, partners, employees, agents or advisers in relation to the
Placement and Retail Offer and you further expressly disclaim that you are in a fiduciary relationship
with any of them.
Statements made in this announcement are made only as at the date of this announcement. The
information in this announcement remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Retail Offer is determined by reference
to a number of matters, including legal regimes and the discretion of the Lead Managers and the
Company. The Company and the Lead Managers disclaim all liability in respect of the exercise of that
discretion to the maximum extent permitted by law.
All capitalised but otherwise undefined terms in this Important Notice section have the meanings
given to them in other sections of this announcement. This announcement has been authorised for
release to NZX and ASX by the Company’s Board of Directors.
---
Infratil Investor Presentation
Infratil to take full control of One New Zealand and announces equity
raise of NZ$850 million to fund the deal and other growth opportunities
7 June 2023
2
Disclaimer
Disclaimer and Important Notice
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (“Infratil”) to provide information in relation to an offer of new shares in Infratil (“New Shares”) by way of (a) a
placement to eligible institutional and other selected investors (“Placement”), and (b) a retail offer to existing shareholders of Infratil with an address recorded in Infratil’s share register which is in New Zealand or
Australia (“Retail Offer”)(the Placement and the Retail Offer together, the “Offer”). The Offer will be made in New Zealand under clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013
(FMCA) and in Australia under part 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”) and Australian Securities and Investments Commission (“ASIC”) Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as notionally modified by ASIC Instrument 23-0443.
Information of a general nature
This presentation contains summary information about Infratil and its activities which is current only as at the date of thispresentation. The information in this presentation is of a general nature and does not purport
to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Infratil or that would be required in a product disclosure statement, prospectus, or
other disclosure document for the purposes of the FMCA or the Corporations Act. Infratil is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) and ASX
Limited (“ASX”) 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/IFT and http://www.asx.com.au.This
presentation should be read in conjunction with Infratil’s other periodic and continuous disclosure announcements released toNZX and ASX. No information set out in this presentation will form the basis of any
contract.
NZX and ASX
The New Shares will be quoted on the NZX Main Board following completion of each of the Placement and the Retail Offer, and an application will be made by Infratil for the New Shares to be quoted on the ASX.
Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator, andthe NZX Main Board is a licensed market under the FMCA.
Not an offer
This presentation is not a prospectus, product disclosure statement or other offering document under New Zealand law, Australianlaw or any other law (and will not be lodged with the New Zealand Companies
Office,ASIC or any other regulator or exchange in New Zealand, Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription,
purchase or sale in any jurisdiction.
Any decision to acquire New Shares under the Retail Offer should be made on the basis of all information provided in relationtothe Offer, including the separate offer document to be lodged with NZX and ASX (the
“Offer Document”). Any eligible shareholder who wishes to participate in the Retail Offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and the
application form accompanying the Offer Document or as otherwise communicated to the shareholder. The release, publication ordistribution of this presentation (including an electronic copy) outside New Zealand
or Australia may be restricted by law. If you come into possession of this presentation, you should observe such restrictionsand should seek your own advice on such restrictions. Any non-compliance with these
restrictions may contravene applicable securities laws. Refer to Appendix D of this presentation (International Offer Restrictions) for information on restrictions on eligibility criteria to participate in the Placement.
Restriction on distribution
The information in this presentation has been prepared on the basis that all offers of New Shares under the Placement will bemade to Australian resident investors to whom an offer of shares for issue may lawfully be
made without disclosure under Part 6D.2 of the Corporations Act because of sections 708(8) and 708(11) of that act. This presentation is not a prospectus, product disclosure statement or any other form of disclosure
document regulated by the Corporations Act and has not been and will not be lodged with ASIC. ASIC takes no responsibility for the contents of this presentation. Accordingly, this presentation may not contain all
information which a prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the information which would otherwise be required by Australian law to be
disclosed in a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act.
This presentation may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The New Shares have not been, or will not be, registered under the U.S.Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any
state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States
Disclaimer
Not investment advice
This presentation does not constitute legal, financial, tax, financial product advice, investment advice or a recommendation by Infratil or its advisers to acquire New Shares, and has been prepared without taking into
account the objectives, financial situation or needs of any individual. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own
investment objectives, financial situation and needs and consult a financial advice provider, solicitor, accountant or other professional adviser if necessary.
Future performance
Certain statements made in this presentation including references to FY2024 guidance are ‘forward-looking statements’. These forward-looking statements are not historical facts but rather are based on Infratil’s
current expectations, estimates, beliefs, assumptions and projections about Infratil, its portfolio companies (including One NewZealand), the industries in which it operates, the outcome and effects of the Offer and
use of proceeds. These forward-looking statements include forecast financial information and guidance, statements about Infratil’s expectations about the performance of its businesses, statements about the future
performance of Infratil, statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds from the Offer. Forward looking statements can generally be identified by the use of forward
looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities
laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward-looking statements.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and otherfactors, many of which are beyond the control of Infratil, its directors and
management, are difficult to predict and may involve significant elements of subjective judgement and assumptions as to future events which may not be correct and could cause actual results to differ materially from
those expressed in the forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this presentation relate only to events as of the date of this presentation. Infratil undertakes no obligation to release publicly any revisions or updates to these forward-looking
statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings and financial position and performance.
Investment risk
An investment in Infratil shares is subject to investment and known and unknown risks, some of which are beyond the control of Infratil. Page 36(“Key Risks”) of this presentation include a non-exhaustive summary of
certain key risks associated with Infratil and the Offer. Infratil does not guarantee any particular rate of return or the performance of Infratil.
Financial data
All currency amounts are in New Zealand dollars unless stated otherwise. Infratil has a 31 March financial year end.
Investors should be aware that this presentation contains certain financial information and measures that are “non-GAAP financial information” under the New Zealand Financial Markets Authority Guidance Note on
disclosing non-GAAP financial information, "non‐IFRS financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by ASIC and "non‐GAAP financial measures" within the
meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended. The non-GAAP financial information, non‐IFRSfinancial information and non‐GAAP financial measures include “EBIT”, “EBITDA”,
“Net Debt”, and “Total Capital”.
The disclosure of such non‐GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the U.S. Securities Act. The non-GAAP financial information,
non‐IFRS financial information and non‐GAAP financial measures do not have standardised meanings prescribed under New Zealandequivalents to International Financial Reporting Standards (“NZ IFRS”), Australian
Accounting Standards (“AAS”) or International Financial Reporting Standards (“IFRS”) and, therefore, such financial information and financial measures may not be comparable to similarly titled measures presented by
other entities, and should not be construed as an alternative to other financial measures determined in accordance with the applicable NZ IFRS, AAS or IFRS. Although Infratil believes the non-GAAP and non-IFRS
financial information and financial measures provide useful information to users in measuring the financial performance and conditions of Infratil, investors are cautioned not to place undue reliance on any non-GAAP
or non-IFRS financial information or financial measures included in this presentation.
EBITDAF represents net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related
transaction costs and International Portfolio Incentive Fees.
This presentation may contain pro forma and forecast financial information. Any pro forma and forecast financial information provided in this presentation is for illustrative purposes only and should not be relied
upon as, and is not represented as, being indicative of Infratil’s future financial performance and/or condition. In addition, any pro forma financial information included in this presentation does not purport to be in
compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
3
Past performance
Investors should note that past performance, including past share price performance of Infratil and pro forma historical information in this presentation, is given for illustrative purposes only and cannot be relied upon
as an indicator of (and provides no guidance as to) future Infratil performance including future share price performance. Anypro forma historical information is not represented as being indicative of Infratil’s views on
its future financial condition and/or performance.
Disclaimer
The information contained in this presentation has been prepared in good faith by Infratil. None of Infratil, UBS New ZealandLimited (“UBS”) or Barrenjoey Markets Pty Limited (“Barrenjoey” and, together with UBS,
the “Underwriters”) or Forsyth Barr Limited (“Forsyth Barr”) nor their respective related companies and affiliates including,ineach case, their respective shareholders, directors, officers, employees, agents and advisers,
as the case may be (“Specified Persons”), have independently verified or will verify any of the content of this presentation andnone of them are under any obligation to you if they become aware of any change to or
inaccuracy in the information in this presentation.
To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, damage or other consequence
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other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the currency, fairness, accuracy, completeness or reliability of the
information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to holdany Specified Person liable in any respect for this presentation or the information in this
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None of the Underwriters, Forsyth Barr or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers take responsibility for any part of this presentation, or the
Offer, and make no recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You represent, warrant
and agree that you have not relied on any statements made by the Underwriters, Forsyth Barr or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers in relation
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as to the accuracy of such data. The replication of any views in this presentation should not be treated as an indication that Infratil or any other Specified Person agrees with or concurs with such views.
General
For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by Infratil, any question-and-answer session that follows that oral presentation, hard
copies of this presentation and any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. Subject to the NZX and ASX Listing Rules, Infratil reserves the
right to withdraw, or vary the timetable for, the Placement and/or the Retail Offer, without notice
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you
have read and agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicablelaws and regulations to receive the information contained in this presentation; and (iii)
you will base any investment decision solely on information released by Infratil via NZX and ASX (including, in the case of the Retail Offer, the Offer Document).
Disclaimer
4
Transaction Overview
Investment
approach
and
portfolio
•High conviction investment approach focused on 'ideas that matter’ -digital, renewables, healthcare and airports
•Portfolio well positioned to deliver target long-term returns of 11-15% per annum
•Track record of outstanding returns, delivering a 18.6% p.a. total shareholder return since inception
1
•Multiple attractive investment opportunities across existing platforms and continuing to evaluate further opportunities
Transaction
Summary
•Infratil has executed an agreement with Brookfield to acquire its 49.95% stake in One NZ for NZ$1.8 billion
•Infratil’s ownership will increase from 49.95% to 99.90%
•Values One NZ at an enterprise value of NZ$5.9 billion
2
and an implied EV/EBITDA multiple of 9.8x
3
for Infratil’s increased
stake and a normalisedEV/EBITDA multiple of 9.3x
4
•Infratil believes that further investment in One NZ is strategically and financially compelling for Infratil shareholders:
Digital is a key investment thematic for Infratil, with attractive long-term fundamentals
One NZ is the #2 operator in a stable and mature three-player market
Strong momentum following the recent rebrand and other business transformation initiatives
Expected to deliver equity returns of 10-12%+ to Infratil, with a blended IRR of ~18% over 10 years from initial
acquisition, in line with the long-term return delivered by Infratilto shareholders
Full controland influence on strategic decisions allowing Infratil to accelerate the growth potential of One NZ
Strengthens Infratil’s cash generative core, providing stable and increasing New Zealand cashflows to support Infratil’s
development platforms
Funding
•Transaction will be funded by:
–NZ$850 million equity raising comprising a NZ$750 million underwritten
5
Institutional Placement and NZ$100
million Retail Offer
6
–balance to be funded by cash reserves and debt facilitiesof NZ$950 million
•Post equity raise and completion of the One NZ transaction, Infratil’s wholly owned group gearing is expected to be
18.7%
7
with NZ$927.7 million of available liquidity
8,9
Conditions
& Timing
•The acquisition is unconditional
•Completion of the One NZ investment is expected shortly after receipt of the Institutional Placement proceeds on 14 June
Transaction
Summary
Infratil to take
full control of
One NZ and
announces
equity raise of
NZ$850 million
to fund the deal
and other
growth
opportunities
1
As at 31 March 2023;
2
Enterprise value assumes net debt of $2.3bn, including $918m lease liabilities;
3
Reflects implied Enterprise Value of $5.9bn and midpoint of
FY2024PF EBITDA range of $580-$620m;
4
Reflects implied Enterprise Value of $5.9bn and midpoint of FY2024PF EBITDA range of $580-$620m adjusted for $35m of one-off
project and rebranding costs, and capitalisation of SaaS development expenditure;
5
Fully underwritten other than for Pre-committed Amounts;
6
Infratilmay accept
oversubscriptions at its discretion;
7
Gearing calculated as total net debt / total capital based on the Infratil share price of NZ$10.10 as at 6 June 2023 and assuming a
NZ$850m equity raise;
8
Includes impact of equity raise (net of transaction fees) and payment of incentive fee and any other adjustments on 31 March 2023 balance sheet,
but excluding commitments;
9
Available liquidity includes undrawn debt facilities and cash on hand
6
7
Strategic
Rationale
Further
investment in
One NZ is
strategically and
financially
compelling for
Infratil
shareholders
•Strategic initiatives undertaken since 2019 have transformed One NZ into a high performing
digital services and connectivity company which is “winning where it matters”
•One NZ today holds a strong market position in mobile and is delivering industry leading growth
across multiple segments
•EBITDA margin increased from 22% in FY2021 to 27% in FY2023, with conviction on achieving a
30% target in the near-term
•Efficient bilateral opportunity to bring One NZ under 100% New Zealand ownership with
minimal transaction costs or disruption to the One NZ business
•Provides Infratil with full control, enhanced business plan flexibility, a renewed focus on long-
term value creation and additional funding flexibility
One NZ has been
transformed since
acquisition in 2019
Significant
momentum and
upside remaining
Enhances Infratil’s
portfolio and
return profile
Material benefits
from ~100%
ownership
Underpinned by a management team with a strong track record who will continue to lead One NZ post acquisition
•While considerable progress has been made to date, significant and attractive value creation
opportunities remain
•Business transformation implemented since Infratil’s initial acquisition is ongoing, with further upside
expected to be realised, including through long-term fibre network optimisation and utilisation
•One NZ continues to outperform with strong momentum following the recent rebrand driving
attractive medium-term EBITDA growth prospects
•Increased conviction in relation to data and connectivity tailwinds support further investment
•One NZ is expected to deliver attractive equity returns of 10-12%+ to Infratil with a forecast
blended 10-year IRR of ~18% from initial acquisition, consistent with Infratil’s long-term
shareholder return
•The acquisition strengthens Infratil’s cash generative core, providing stable and growing
cashflows to support further Infratil’s development platforms
1
2
3
4
A foundational New Zealand infrastructure asset with a direct bearing on competitiveness and
future growth prospectsfor New Zealand
7
61%
16%
23%
58%
15%
27%
65%
17%
11%
6%
59%
20%
13%
7%
1
Based on fair value as at31 March 2023 with One NZ valuation updated to reflect acquisition price. 80% of One NZ assumed to form part of the ‘Core’ segment, with the
remainder in ‘Core Plus’for purposes of presentation
2
Reflects implied equity value of 99.9% interest One NZ, based on acquisition price of $1.8bn for 49.95% interest
Investment
increases Infratil’s
exposure to high
conviction digital
thematic and
strengthens the
cash generative
core
Increased investment in
One NZ increases Infratil’s
portfolio weighting to
digital and connectivity...
... and strengthening the
cash generative core of the
portfolio to support
continued investment in
Infratil’s development
platforms
Pre-acquisitionPost-acquisition
DigitalRenewablesHealthcareAirportsOther
... providing significant
upside exposure to
favourable industry
tailwinds...
$10.2bn
1
$12.0bn
2
$10.2bn
1
$12.0bn
2
Portfolio
Composition
CoreCore PlusDevelopment
8
Portfolio
Outlook
Infratil remains
well positioned
for capital
investment at
attractive returns
to shareholders
•Our portfolio is performing well, despite global and local economic uncertainty, inflation and interest rate
headwinds
•Infratil remains well positioned for capital investment at attractive returns to shareholders, while also
continuing to develop new, long-term opportunities, focused on ‘ideas that matter’
•We are excited to be increasing our exposure to One NZ at a time when the business has strong trading
momentum, with further upside expected through its simplification initiatives
•We continue to see near-term opportunities to make further investment into CDC Data Centres and
Longroad Energy, where since our results announcement we have seen strong demand signals for capacity
at CDC and additional clarification relating to the benefits of the Inflation Reduction Act for Longroad
•Infratil’s retains significant near-term value accretive investment opportunities and has maintained balance
sheet capacity and flexibility to address these opportunities –see summary in Appendix B
•We continue to assess digital infrastructure opportunities such as global interconnectivity and the
technology that underpins these services
9
One NZ Update
One NZ
Snapshot
Leading digital
services and
connectivity
company with
2.7 million
connections and
population
coverage of more
than 98% of
New Zealand
1
Includes 1,500 existing mobile towers, plus an additional 390 sites to be delivered over next 10 years
2
Awarded New Zealand’s ‘Best in Test’ mobile network in 2022 and 2023 by global leader in mobile testing umlaut, part of Accenture
Integrated network with a full-service telecommunications offering, a strong market
position across mobile and delivering industry leading growth across multiple segments
One of New Zealand’s largest telecommunications infrastructure owners with over
11,000km of fibre, extensive spectrum holdings and long-term access to over 1,500
mobile towers, growing to 1,890 over the next 10 years
1
Strong financial performance with stable cash flows and continued EBITDA margin
expansion, with conviction on reaching a 30% target in the near-term through continued
implementation of cost-out initiatives
Technology leader achieving its best ever customer service metrics by on-shoring critical
service roles, simplifying products and stabilising legacy IT systems
2,500 dedicated team members led by a highly credentialed management team with
significant industry experience and a track record of delivery
Long-term focus on network enhancements having invested over NZ$500 million since
FY2020 to accelerate 4G and 5G roll-out. Recognised as NZ’s best network for the last
two years
2
11
New Zealand’s Best Mobile Network
1
#1 growing post paid mobile provider
in NZ
2
#1 for enterprise mobile and IoT
connections
3
Fastest growing ICT provider
4
Double digit wholesale growth
forecast and strong pipeline
Best everOne NZ customer service
results
Organisationalhealth in top quartile
Best everOne NZ IT stability
Simplification of
legacy systems
Increased AI and
analytics for
improved user
experiences
One NZ
Journey
Transformation
of the business
since 2019
leaves One NZ
well positioned
for further
growth
One NZ has transformed since acquisition in 2019
Radical product
simplification
Digitisation and
automation across product
journeys
Enhanced cybersecurity
offering
IT enhancements
Repositioned
Network developments
Improved customer experience
today
Trading momentum
off the rebrand to
One NZ
Sale of One NZ’s
passive mobile tower
assets for NZ$1.7bn
Onshoring of key services and
in-housing of retail stores
Simplified customer
management systems and
improved self-serve options
Product enhancements
Awarded NZ’s best
mobile network for
two years running
1
NZ$500m invested
into 4G/5G network
since FY2020
SpaceX partnership
announced
Accelerated FWA
penetration
1
Awarded New Zealand’s ‘Best in Test’ mobile network in 2022 and 2023 by global leader in mobile testing umlaut, part of Accenture;
2
IDC, based on quarterly net
additions from Q1 2021 to Q4 2022;
3
IDC, based on Enterprise mobile connection market share as atDecember 2022;
4
Relative to incumbents Spark and Datacom, latest
reporting periods vs PCP. Spark (December 2022) and Datacom (March 2022)
12
One NZ is the second largest operator in the New Zealand telco
market
Stable 3 player market structure which is rational but
competitive
Well positioned as one of few players offering fixed broadband
to Enterprise customers with strong growth expected
Sufficient spectrum, with efficient and effective allocation
process
Market tailwinds expected to be driven by exponential growth
in mobile data consumption, forecast to grow at 30% CAGR
over next 5 years
Mobile usage and network demand expected to be further
bolstered through recovery in roamingand travellers–
currently at 80% of pre-COVID levels and expected to reach
100% in 2025
Increased demand for utilisation of fixed network
infrastructure as economy becomes increasingly digitised, with
One NZ well positioned to drive wholesale revenues given
extensive fibre infrastructure network
Significant additional growth opportunities through FWA, 5G
expansion, and ICT
21%
79%
The New Zealand
telco industry has
a competitive, yet
stable market
structure with
strong growth
prospects driven
by industry wide
tailwinds
1
IDC data as atDecember 2022
Market
Dynamics
Mobile subscribers
1
Fixed-line broadband connections
1
One NZ has a strong position in the
New Zealand telco market
410k One
NZ fixed
connections
35%
65%
2.3 million
One NZ
mobile
subscribers
13
Further Growth
Potential
Business
transformation
implemented
under Infratil
ownership is
ongoing with
upside to be
realised
One simple business
Winning where it
matters
Cost-out ongoing
Network co-leadership
Embedded network
value
•Continued product, plan and
experience simplification
•Best ever One NZ customer
experience
•Focus on efficiency and cost
discipline
•CPI based pricing construct
•On track to achieve target
EBITDA margin of 30%
•Post paid connections driving
mobile revenue growth
•Acceleration of ICT growth
through Security, Cloud, Contact
Centre and private 5G network
•Accelerating wholesale and
utilisation of networks
•Hyperscalerpartner of choice
•Ongoing focus on productivity
enhancements across:
-Product rationalisation
-Digital experience
-AI and automation
-Technology modernisation
•One-off rebrand costs running-off
•Awarded best mobile network in
New Zealand in 2022 and 2023
•3G switch off expected from
August 2024
•Increased 5G coverage
•Increased fibre connectivity to
hyperscalers
•Dedicated SpaceX partnership to
deliver 100% coverage
•Leverage network investments
with upside to be realised
e.g., monetisationof new 5G
use cases
•Fibrenetwork optimisationand
increased utilisation
14
One NZ
Performance
One NZ
continues to
deliver strong,
stable cash flows
and is well
positioned to
achieve target of
30% EBITDA
margin in the
near-term
Revenue ($m)
EBITDA less leases & capex ($m)
4
1
Post IFRS 16 EBITDA and margin;
2
EBITDA margin includes $28 million of rebranding costs related to One NZ;
3
Based on midpoint of revenue and EBITDA FY2024F
guidance range;
4
EBITDA less lease payments and accounting capex (excluding spectrum, SaaS);
5
Capital Intensity = Accounting Capex (excluding Spectrum, SaaS) /
Revenue;
6
Based on the midpoint of FY2024F accounting capex (excluding spectrum, SaaS) and the EBITDA guidance range;
7
EBITDA excludes transaction costs related to
the sale of TowerCo, but includes rebrand costs of $28 million.
Note: FY2024 guidance is based on management’s current expectations and assumptions about trading performance and is subject to risks and uncertainties, is dependent
on prevailing market conditions continuing throughout the outlook period. Trading performance and market conditions can and willchange, which may materially affect
the guidance set out above.
15%15%12%12%
EBITDA ($m) & EBITDA Margin (%)
1
% EBITDA margin
Clear pathway to delivering margin expansion and
achieving 30% target in near-term
✓Continued growth in mobile service revenue expected
to be driven by increased data consumption and
roaming recovery
✓Ongoing implementation of cost out programmeand
business simplification to deliver streamlined operations
✓Strong pipeline in wholesale and accelerated growth in
ICT expected to deliver incremental revenues
✓FY2024 guidance includes one off costs
437
481
528
580 -620
FY2021FY2022FY2023FY2024F
24%27%
2
22%~29%
3
7
% capital intensity
5
15
1,954
1,968
1,984
2,020 -2,060
FY2021FY2022FY2023FY2024F
Recurring RevenueProcurement & One-off Revenue
142
140
149
215 -255
FY2021FY2022FY2023FY2024F
6
528
35
FY2023
EBITDA
Revenue
Growth
Cost-out
Inititatives
FY2024F
Guidance
One-off CostsPF FY2024F
EBITDA
Normalisations
1
One-off project and rebranding costs, and capitalisationof SaaS development expenditure recognisedas opex in statutory EBITDA
2
Reflects implied Enterprise Value of $5.9bn and midpoint of the normalized FY2024PF EBITDA range
Clear pathway to
achieve current
guidance through
continued trading
momentum and
cost focus, and
multiple drivers of
growth over the
medium-term
Earnings
Momentum
Strong momentum expected to continue into
FY2024 and beyond
✓Continued growth in mobile –One NZ has led the
market in post-paid mobile connections growth
for 8 consecutive quarters
✓Increased coverage in regional New Zealand and
acceleration of 5G FWA rollout to further drive
mobile revenues
✓New fibre builds underway for CDC Data Centres
and other hyperscale data centres, following
recent contract wins
✓Increased utilisation of fibre provides further
upside for wholesale business
✓Strong growth in ICT revenues, with One NZ
established as a leader in ICT enhanced security
through partial acquisition of DEFEND
✓Cost-out program based on dramatic product
simplification and automation
Migration of customers from legacy products onto
new plans to streamline operating model
A number ofvalue drivers will underpin
growth across the One NZ platform over
the medium-term
580 –620
615 -655
One-off
project and
rebranding
costs, and
capitalisation
of SaaS
development
expenditure
1
Growth
driven
through
consumer
postpay
mobile, ICT
and
wholesale
Execution of
cost out
initiatives
9.3x
2
Implied
valuation
Pro forma FY2024F EBITDA bridge ($m)
Guidance implies ~14% growth
16
Earnings Guidance and Funding
Financial
Impact
FY2024
Proportionate
EBITDAF
guidance
reaffirmed with
additional
contribution from
One NZ
Infratil FY2024 earnings guidance
1
1
FY2024 guidance is based on Infratil management’s current expectations and assumptions about the trading performance of Infratil’s continuing operations and is
subject to risks and uncertainties, is dependent on prevailing market conditions continuing throughout the outlook period andassumes no major changes in the
composition of the Infratil investment portfolio. Trading performance and market conditions can and will change, which may materially affect the guidance set out above
2
Proportionate EBITDAF represents Infratil’s share of the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements,
revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive Fees.
•FY2024 Proportionate EBITDAF
2
guidance range increased to NZ$800-840 million,
reflecting an increased contribution from One NZ
•Key guidance assumptions in relation to One NZ include:
-transaction completion to occur shortly after receipt of Placement proceeds
-2.5-monthcontribution from Infratil’s existing 49.95% shareholding and a 9.5-month
contribution based on a 99.9% shareholding
-One NZ EBITDA of NZ$580 –$620 million (unchanged)
•Other key guidance assumptions are unchanged, including:
-CDC Data Centres EBITDAF of A$260 –$270 million
-Manawa Energy EBITDAF of $120 –$140 million
-Wellington Airport EBITDAF of $105 –$110 million
-Diagnostic Imaging EBITDAF of $180 –$220million
-Contributions from Longroad Energy, Kao Data and RetireAustralia in line with
FY2023
-Renewables Platform EBITDAF loss of $50 million as newer platforms invest in growth
-Forecast NZD/AUD 0.9162, NZD/USD 0.6585, NZD/EUR 0.6047, and NZD/GBP 0.5344
•One NZ cashflow expected to support a stable dividend
18
Funding
The NZ$1.8bn
consideration
payable for One
NZ will be
funded via a
substantially
underwritten
equity raise, cash
on hand and
debt facilities
1
Fully underwritten other than for Pre-committed Amounts
SourcesNZ$m
Underwritten Institutional Placement
1
750
Non-underwritten Retail Offer100
Cash and debt facilities965
Total Infratil funding1,815
Settlement funding sources and uses
UsesNZ$m
One NZ 49.95% stake purchase price1,800
Transaction costs15
Total uses of funds1,815
•At settlement, the $1,815 million acquisition (including
transaction costs) will be funded via the $750 million
institutional equity raise and $1,065 million of cash
and debt
•$815 million of debt will be initially drawn, expected to
be repaid down to $715 million on receipt of targeted
$100 million of proceeds from the Retail Offer
19
Debt Capacity
& Facilities
Post-completion
liquidity to
support growth
and development
platforms
•Following completion of the expected
$850 million equity raise and One NZ
acquisition, undrawn debt facilities will
provide Infratil with over $900 million of
available liquidity
1
•Infratil’s post-completion pro forma
gearing as at6 June 2023 would be
18.7%, providing capacity to support
growth and development platforms
•The debt maturity profile excludes $400
million of bridge facilities entered intofor
the purpose of the acquisition
1
Available liquidity includes undrawn debt facilities and cash on hand
2
Market value of equity represents Infratil’s market capitalisationon 6 June 2023 adjusted for the $850 million equity raise
3
Gearing calculated as total net debt / total capital
4
The debt maturity profile excludes $400 million of bridge facilities entered intofor the purpose of the acquisition
Debt Capacity & Facilities
Liquidity (NZ$m)
As at
31 March 2023
As at
6 June 2023
As at
6 June 2023
(pro forma)
Net bank debt (cash)
($593.2)($385.6)$579.4
Infrastructure bonds
$1,085.9$1,085.9$1,085.9
Perpetual bonds
$231.9$231.9$231.9
Total net debt
$724.6$932.2$1,897.2
Market value of equity
$6,660.6$7,375.7$8,225.7
2
Total capital
$7,385.2$8,307.9$10,122.9
Gearing
3
9.8%11.2%18.7%
Infratil undrawn bank facilities
$898.4$1,598.4$883.4
100% subsidiaries cash
$593.2$385.6135.6
FY2023 Final Dividend
--(91.3)
Liquidity available
$1,491.6$1,984.0$927.7
122
156
164
156
102
146
123
116
232
40
305
265
315
275
-
100
200
300
400
500
FY24FY25FY26FY27FY28FY29FY30FY31>FY32
BondsBank Debt
Debt Maturity Profile
4
20
Equity Raising
1.For this purpose, an eligible institutional shareholder's 'pro-rata' share will be estimated by reference to Infratil'sbeneficial register on Tuesday, 6 June 2023, but without undertaking any
reconciliation and ignoring shares that may be issued under the Retail Offer. Accordingly, unlike in a rights issue, this maynot truly reflect the participating shareholder's actual pro-rata
share. Nothing in this presentation gives a shareholder a right or entitlement to participate in the Placement and Infratilhas no obligation to reconcile assumed holdings (e.g., for recent
trading or swap positions) when determining a shareholder's 'pro-rata' share. Institutional shareholders who do not reside in New Zealand or Australia or other eligible jurisdictions will
not be able to participate in the Placement.
2.Eligible institutional shareholders who bid in excess of their pro-rata' share as determined by Infratiland the Joint Lead Managers are expected to be allocated a minimum of their 'pro-
rata' share on a best-efforts basis as set out in footnote 1 above; applications may be subject to scaling.
3.Volume weighted average price for period 30 May 2023 to 6 June 2023.
4.Infratilmay scale applications or accept over subscriptions at Infratil’sdiscretion. If Infratildecides to scale applications, it will have regard to existing shareholdings at 7:00pm NZST on
Tuesday, 6 June 2023. This approach is intended to ensure, as far as is practicable, shareholders who apply for a number ofshares that will allow them to maintain their proportionate
ownership in Infratilwill receive those shares. However, Infratil’sability to scale in this manner is subject to the overall size of the Retail Offer and regulatory restrictions on the number of
shares that can be offered to eligible Australian shareholders. Refer to the Retail Offer booklet, when published, for further details regarding Infratil’sintended approach to scaling.
5.If an eligible shareholder in Australia applies for an Australian dollar amount of shares, and the exchange rate varies such that the Australian dollar amount applied for exceeds the
NZ$50,000 regulatory limit (on the basis of the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its websiteat3.00pm New Zealand time on the closing date of the
Retail Offer), shares having a total issue price equal to NZ$50,000 (converted in accordance with the Retail Offer booklet), which may be less than A$45,000, will be issued to the
shareholder and they will be refunded the excess cash amount.
Equity Raising
Infratilis raising
NZ$850 million
to partially fund
the acquisition
and maintain
balance sheet
flexibility
Offer size and
structure
•Institutional Placement to raise NZ$750 million and Retail Offer to raiseNZ$100 million
•Approximately 92.4 million new shares to be issued (equivalent to ~12.7% of current issued capital)
•Infratilintends that eligible shareholders who bid for up to their ‘pro-rata’ share of new shares under the Institutional
Placement will be allocated their full bid, on a best efforts basis
1,2
Placement
price
•Issue price under the Institutional Placement of NZ$9.20 per share (Placement Price)representing:
‒8.9% discount to the last closing price of NZ$10.10 on 6 June 2023
‒7.9% discount to 5-day VWAP of NZ$9.99
3
Ranking of
new shares
•Each New Share will rank equally with existing shares on issue
•New Shares to be quoted on NZX and ASX following settlement
Commitments
•All Infratildirectors intend to participate in the equity raising
•Certain interests associated with Morrison & Co and related parties have pre-committed to subscribe for $43.7 million
worth of new shares in the Institutional Placement equivalent to their pro-rata share of the equity raise (Pre-committed
Amounts)
Underwriting
& Lead
Managers
•Institutional Placement is underwritten (excluding the Pre-committed Amounts)
•Retail Offer is not underwritten
•Barrenjoey Markets Pty Limited (Barrenjoey) and UBS New Zealand Limited (UBS) are Joint Underwriters and Bookrunners
•Barrenjoey (acting jointly with Forsyth Barr Limited) and UBS are Joint Lead Managers
Retail offer
•Retail Offer size is NZ$100 million with discretion to scale applications or accept oversubscriptions
4
•Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$80k / A$45k
5
respectively each in
additional securities, free of brokerage, commission or transaction costs
•New shares under the Retail Offer will be issued at the lower of the Placement Price or a 2.5% discount to the 5-day volume
weighted average priceof Infratilon the NZX up to, and including, the closing date of the Retail Offer
Equity Raising Details
22
Equity Raising
Timetable
Key Dates
InstitutionalPlacementDate
Trading halt and Institutional Placement bookbuildWednesday, 7 June 2023
Announcement of resultsof Institutional Placement and trading halt liftedThursday, 8 June 2023
ASXsettlementTuesday, 13 June 2023
NZX settlementWednesday, 14 June 2023
Allotment & commencement of trading of new shares on NZX/ASXWednesday, 14 June 2023
Retail OfferDate
Record dateTuesday, 6 June 2023
Expecteddespatch of Retail Offer document and application formTuesday, 13 June 2023
Retail OfferopensTuesday, 13 June 2023
Retail OfferclosesTuesday, 27 June 2023
Announcement of results of Retail OfferFriday, 30 June 2023
Allotment of shares on NZX and ASXTuesday, 4 July 2023
Commencement of trading of shares on NZXTuesday, 4 July 2023
Commencement of trading of shares on ASXWednesday, 5 July 2023
Infratilis raising
NZ$850 million
to partially fund
the acquisition
and maintain
balance sheet
flexibility
23
Closing Remarks & Questions
Infratil to take full control of One New Zealand and announces equity
raise of NZ$850 million to fund the deal and other growth opportunities
7 June 2023
One NZ Supplementary Materials
Appendix A
Unique Network
Infrastructure
One NZ’s
integrated
network offering
is underpinned by
a unique, hard-to-
replicate fixed
infrastructure
platform
1
Plus 2 x 10-year extension options
Access to critical digital infrastructure through long-
term agreement with Fortysouth
•Over 11,000km of cabling connecting consumer and enterprise
customers
•National high capacity backhaul network and access to the
Tasman Global Access cable
•Local fibrein Wellington, Kapiti and Christchurch
•Hybrid FibreCoaxial (HFC) gigabit network passing ~144k
premises in Wellington and Christchurch
11,000km+
fibre
~144k
premises passed by HFC
network
Access to
1,500
existing mobile towers
390
additional sites to be
delivered
One of New Zealand’s largest fixed infrastructure
owners, with a significant fibre and cable network
•Divestment of passive mobile tower assets in November 2022
aligned with strategy of business simplification allows One NZ to
focus on core strategic objectives including acceleration of
active network rollout
•Post-divestment, One NZ and Fortysouthentered in a 20-year
Master Services Agreement (MSA)
1
, providing One NZ with long-
term access to ~1,500 existing towersplus at least 390 build-to-
suit (BTS) sites over the next ten years
•Additional sites will further enhance network quality and deliver
unparalleled coverage and capacity
One NZ network coverage
Invercargill
Queenstown
Dunedin
Christchurch
Wellington
Palmerston North
New Plymouth
Hamilton
Auckland
Whangarei
Tauranga
Rotorua
Hastings
26
Financial
Summary
1
Midpoint of guidance
2
Note: FY2024 guidance is based on management’s current expectations and assumptions about trading performance and is subject to risks and uncertainties, is
dependent on prevailing market conditions continuing throughout the outlook period. Trading performance and market conditionscan and will change, which may
materially affect the guidance set out above.
One NZFY2021FY2022FY2023FY2024F
2
Consumer & SME558 561 623
Enterprise101 102 108
Mobile659 663 731
Consumer & SME -Fixed & ICT406 384 345
Enterprise -Fixed & ICT226 224 251
Wholesale & other196 197 206
Recurring revenue1,487 1,468 1,533
Procurement & one-off revenue467 500 451
Total revenue1,954 1,968 1,984 2,020 -2,060
Direct cost(934)(916)(837)
Gross margin1,020 1,051 1,147
Operating expenses(583)(570)(619)
EBITDAF437 481 528 580 -620
EBITDAF Margin22% 24% 27% 29%
1
Capital expenditure (excl. Spectrum, SaaS)242 291 304 240 -260
Capital efficiency (excl. Spectrum, SaaS)12% 15% 15% 12%
1
One NZ
FY2024 EBITDA
guidance of
NZ$580 –$620
million remains
unchanged
27
InfratilSupplementary Materials
Appendix B
Portfolio
Infratil’s strategy
is focused on
four high
conviction
investment
themes and
global
diversification
High conviction approach focused on four ‘ideas that matter’
AirportsDigital
Renewables
Healthcare
~7% portfolio
~65% portfolio
~17% portfolio~11% portfolio
Stake:Stake:Stake:
Stake:
51.1%
37.1%
95%
40%
73%
55.2%
50.0%
50.1%
66%48.1%
20.0%
39.9%
99.9%
1
1
Infratil’s holding of One NZ post completion
29
Target Returns
Portfolio well
positioned to
meet Infratil’s
target return of
11-15% per annum
Infratil
Portfolio
Expected
Returns
Leverage
Assumptions
Management
Costs
Return to
Shareholders
Core
Lower risk
Core Plus /
Value Add
Development
Higher risk
8-10%
Per annum
10-15%
Per annum
15-25%
Per annum
Average net
debt / total
capital 30%at
6% per annum
interest rate
1% of assets
per annum
11-15%
per annum
Portfolio well positioned to deliver attractive returns to shareholders
Portfolio composition
2
Core
•Operating renewable generation
•Established data centres
•One NZ
3
and Wellington Airport
•Established retirement villages
Core Plus
•Data centres contracted and under construction
•Radiology businesses
Development
•Future data centres and data connectivity solutions
•Renewable generation under construction and future pipeline
•Retirement villages under construction and future pipeline
Active asset management and balance sheet
flexibility are key to managing risk and
achieving returns
PeriodTSR
1 year (to 31 March 2023)
14.2%
5 year
28.4%
10 Year
19.4%
Inception –29 years
18.6%
Total Shareholder Return
1
1
Accumulated return to 31 March 2023 based on a closing share price of $9.20, the calculation assumes that shareholders reinvest dividends on the day they are earned,
and participate in any rights offerings;
2
Based on the composition of Infratil’s existing portfolio as at31 March 2023, pro forma for Infratil’s increased stake in One NZ
3
80% of One NZ assumed to form part of the ‘Core’ segment, with the remainder in ‘Core Plus’
61%
16%
23%
30
31
Infratil’s
Performance
Outstanding
share price
performance
since inception,
growing to now
being one of the
largest
companies on
the NZX
1
Raw share price performance as at close 31 March 2013 to 6 June 2023, NZX50 and ASX200 rebased to IFT-NZ;
2
As at31 March 2023;
3
Pre-equity raising, as at last close
on 6 June 2023
Track record of growth
1
$10.10
18.6% total
shareholder
return since
inception
2
4
th
largest
company
on the NZX by
free float market
capitalisation
3
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
Mar-13May-14Jul-15Aug-16Oct-17Nov-18Jan-20Feb-21Apr-22Jun-23
IFT share priceNZX50 (rebased to IFT)ASX200 Industrials (rebased to IFT)
Growth Pipeline
Renewables
Infratil’s portfolio
companies have
growth
opportunities that
we can support
with further
investment in the
near-term
Current investment programmes and future pipeline
Renewables
Vertically integrated North American renewables developer, owner and operator
•
Longroad is aiming to deliver ~6GW of projects over calendar years 2023, 2024, 2025 and 2026, requiring ~US$8
billion of capex (85 –90% debt funded) with some of the remainder to be funded via equity from Longroad investors
(US$500-600 million over 2024 and 2025, Infratil share ~NZD$350 million)
•
1.27GW of this capacity is currently under construction
•
Pipeline of 17.9GW across 50 active projects out to 2027 and beyond; attractive opportunities to invest more into the
platform, or into adjacent opportunities (e.g., hydrogen through Longroad’s existing investment in ValtaEnergy)
Pan-European renewable energy developer, owner and operator focused on wind and solar developments
•
9.1GW development pipeline across eight countries, covering wind, solar and battery storage
•
Plan to develop over 5GW of offshore and onshore renewable energy and storage projects across Ireland, Norway
and the UK, through joint development venture
•
Other potential development projects include a JV in Ireland and floating offshore wind farms in Italy
•
Target to bring ~200MW of projects to final investment decisionin FY2024
Platform for developing, owning and operating wind, solar and storage solutions across Asia
•
3.7GW development pipeline across six countries at various stages of development
•
76MW solar project in the Philippines expected to commence construction imminently, with planning submission
also imminent for between 150MW and 200MW of solar projects in South Korea
•
Target to bring ~200MW projects to final investment decision stage in FY2024
New Zealand’s largest independent renewable power generator with a geographically diverse asset base
•
Long-term aspiration to develop 500MW of new projects by 2030
•
Rights secured to develop the 230MW Project Huriwakawind generation project in the central North Island
Platform for developing, owning and operating wind, solar and storage solutions across Australia
•
Established in 2022 to invest in the development of wind, solar and storage solutions across Australia
•
Initial focus on developing a pipeline of onshore wind, solar and battery storage opportunities
•
Recentpolicy announcements by both central and local governments to provide meaningful tailwinds for the shift to
renewable energy in Australia
32
Infratil’s portfolio
companies have
growth
opportunities that
we can support
with further
investment in the
near-term
Digital
Largest privately owned and operated data centre business in Australia and New Zealand with 268MW of
operating capacity across 13 facilities in four locations
•
42MW of capacity under construction across three new facilities, including CDC’s first Melbourne site,
expected to deliver 30MW operating capacity in FY2024
•
Looking to further extend land portfolio based on strong demand signals from clients
•
Existing portfolio of land is sufficient to take total capacity to 786MW+
Developer and operator of technically advanced, highly sustainable colocation data centres to meet
advanced computing needs
•
First of four data centres constructed on Harlow campus, with second 8.8 MW data centre under construction
•
Second operating data centre in Slough acquired in 2021 nearly filled
•
Announced plans to establish new 40MW data centre in Manchester
Leading New Zealand digital services and connectivity company with ~2.7 million connections to consumer
and business customers
•
4.5/5G network upgrades underway; expect to accelerate 5G rollout further and faster
•
Partnership with SpaceX announced to deliver text and voice coverage to 100% of New Zealand from late
2024 via the Starlinknetwork of low Earth orbit satellites
•
Continued focus on delivering leaner, more efficient business to drive customer service gains and cost savings
Independent New Zealand passive tower company, covering ~98% of the country’s population
•
20-year master services agreement with One NZ delivers long-term revenues, with commitment by Fortysouth
to deliver at least another 390 sites over next 10 years
•
Significant growth opportunities in addition to new sites through co-location and pursuit of adjacent
opportunities such as small cells or distributed antenna systems
Infratil continues to evaluate new acquisition opportunities
•
We are alert to attractive opportunities arising from current macro volatility, but remain patient and disciplined
•
This includes continuing to assess digital infrastructure opportunities such as global interconnectivity and the
technology that underpins these services
Growth Pipeline
Digital
Current investment programmes and future pipeline
33
Infratil’s portfolio
companies have
growth
opportunities that
we can support
with further
investment in the
near-term
Healthcare
New Zealand’s largest diagnostic imaging group with 74 clinics nationwide
•
Three new and refurbished regional facilities recently opened as part of a commitment to support local
communities by delivering world class radiology services closer to patients and referrers
•
Seven new and refurbished facilities scheduled to open across New Zealand in FY2024, with broad diagnostic
imaging options
•
Continued investment in high-tech medical equipment
One of Australia’s largest radiology providers, operating 76 clinics nationwide
•
Developing a fully comprehensive PET clinic in Maroochydore, expected to open in FY2024
•
Significant opportunity for brownfield expansion at existing sites and open to accretive M&A opportunities
•
Pipeline of greenfield opportunities
Leading owner, operator and developer of retirement villages, with 27 villages across Australia
•
Construction of 254 independent living apartments and 10-bed care hub expected to complete in FY2024
•
Between 520 and 560 units (including 150 –185 new units) expected to be sold in FY2024
•
Targeting development run rate of 200+ new units per annum over the next three years
Airport
Critical infrastructure asset servicing central New Zealand, used by ~5.5 million passengers annually
•
Well positioned to build on pre-COVID earnings and deliver passenger growth
•
2040 Masterplan represents a strong investment pipeline that will provide a foundation for sustainable growth
•
Upcoming capital projects include upgrade to international arrivals hall, a new ground services building and
new fire station
Growth Pipeline
Health & Airport
Current investment programmes and future pipeline
34
Asset Values
Value of Infratil’s
subsidiaries and
associates is
recorded in
Infratil’s financial
statements in
accordance with
NZ IFRS
(NZ$ Millions)StakeAsset Value
CDC Data Centres48.1%$3,660m
One NZ99.9%$3,600m
1
Fortysouth20.0%$208m
Kao Data39.9%$256m
Manawa Energy51.1%$763m
Longroad Energy37.1%$1,186m
Galileo 40.0%$71m
Gurin Energy95.0%$8m
Mint Renewables73.0%$3m
RHCNZ Medical Imaging50.1%$512m
Qscan Group55.2%$371m
RetireAustralia50.0%$432m
Wellington Airport66.0%$667m
Infratil Property100.0%$115m
Clearvision Ventures100.0%$125m
Total$11,977m
•Asset values of Infratil’sinvestments in CDC Data Centres,
LongroadEnergy, Galileo, Qscan,RetireAustraliaand
RHCNZ Medical Imaging reflect Independent Valuations
as at31 March 2023
•Manawa Energybased on market price as at6 June 2023
of NZ$4.77
•One NZ based on equity value implied by $1,800 million
acquisition price for 99.9% holding
•Infratildoes not commission independent valuations for its
other assets, which are presented at book value as at31
March 2023
•Total assets exclude cash balances and other working
capital balances at the corporate level
Asset Value
1
Infratil continues to see a valuation gap
between private and public market
valuations across its digital infrastructure
and renewables platforms, particularly in
relation to CDC Data Centres and Longroad
Energy
1
Reflects equity value implied by the acquisition purchase price
35
Key Risks
Appendix C
Key Risks
Key risk considerations related to the equity raising
This section comments on the risks that Infratilhas identified in connection with the equity raise. Like any investment, there are risks associated with an investment in Infratil
shares. This section does not (and does not purport to) identify all of the risks related to the future operating and financial performance of Infratil, an investment in Infratil
shares, risks apply to any portfolio entities, the equity raise, or general market, industry, regulatory or legal risks applyingto Infratil, any of its subsidiaries, or portfolio
entities.Some risks may be unknown and other risks, currently considered to be immaterial, could turn out to be material.
Investors should also refer to Infratil’sprevious NZX disclosures, including its most recent Annual Report, the investor presentation in relation the One.NZ acquisitionand
funding, and the regular updates Infratilgives to the market about the performance and likely performance of its portfolio entities, and how that impacts on overall
performance.
Infratilhas previously highlighted that COVID-19, and its effect on global and domestic economies, was a risk for investors, to the extent that the pandemic had and could
continue to have material adverse effects on some of Infratil’soperating businesses (particularly in the context of suppressing consumer demand for relevant products and
services). Although COVID-19 specific effects continue to abate, there is no guarantee that there will not be a resurgence of those effects, and certain of Infratil’soperating
business continue to experience weaker demand as a result of the pandemic. Infratilrefers investors to previous statements on the NZX about the impacts of COVID-19 on its
portfolio.
The last 12 months have seen increased volatility in global markets, including in relation to interest and foreign exchange rates, and a structurally higher interest rate
environment than has been experienced globally for some time. Infratilhas highlighted, and will continue to highlight, risks arising from these factors in relation to its
reporting on the performance of its operating businesses, as well as how those risks relate to Infratil’soverall performance, but notes that increased volatility in these markets
and the consequential impact on global and domestic economies, including increased financing costs and/or the costs of currency conversion into New Zealand dollars, can
adversely affect the profitability of Infratiland its operating businesses.
Before deciding whether to invest in Infratilshares, you must make your own assessment of the risks associated with the investment, including the inherent risks from
investing in shares and the uncertainties noted above, and consider whether such an investment is suitable for you having regardto all other publicly available information,
your personal circumstances and following consultation with your financial and other professional advisers.
37
Foreign Selling Restrictions
Appendix D
Foreign Selling Restrictions
International Offer Restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of Infratil in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the
New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the information whichwould be required in a "disclosure document" under Australian law. This document may
contain references to dollar amounts which are not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with
investment in foreign currency denominated investments and does not address Australian tax issues. Infratil is a company which is incorporated in New Zealand and the relationship between it and investors will be
largely governed by New Zealand law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and Infratil is not
subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Corporations Act.
Bermuda
Infratil, this document, and the New Shares offered hereby have not been, and will not be, registered under the laws and regulations of Bermuda, nor has any regulatory authority in Bermuda passed comment upon or
approved the accuracy or adequacy of this document.
No offer or invitation to subscribe for the New Shares will be made to the public in Bermuda.
Non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do sounder applicable Bermuda legislation. Engaging in the activity of offering the New
Shares in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda. The New Shares may be offered orsold in Bermuda only in compliance with the provisions of the Investment Business
Act of 2003 (as amended) of Bermuda and the Exchange Control Act 1972 (and regulations made thereunder) and the requirements of the related regulations of Bermuda, which regulates the sales of securities in
Bermuda.
No invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for any of the New Shares
Canada (British Columbia, Ontario and Quebec provinces only)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces,
and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document
may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of National Instrument45-106 –Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) (collectively
"NI 45-106").
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the
contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the
information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the
Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordancewith exemptions from dealer registration and prospectus requirements. These
resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
39
Foreign Selling Restrictions (cont.)
Infratilas well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Infratilor its directors or officers. All or a
substantial portion of the assets of Infratiland such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Infratilor such persons in Canada or to enforce a
judgment obtained in Canadian courts against Infratilor such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with New Zealand Accounting Standards and also comply with International Financial Reporting Standards and interpretations
issued by the International Accounting Standards Board.
Unless stated otherwise, all dollar amounts contained in this document are in New Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may haveatlaw, rights of rescission or to damages, or both, when an offering memorandum that is
delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limitsand are subject to the defensescontained in applicable securities legislation.
Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other
than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the
person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission
against Infratilif this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages
against Infratil. This right of action for rescission or damages is in addition to and without derogation from any other right the purchasermay have at law. In particular, Section 130.1 of the Securities Act (Ontario)
provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a
misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a rightof rescission against Infratil, provided that:
(a)Infratilwill not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation;
(b)in an action for damages, Infratilis not liable for all or any portion of the damages that Infratilproves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied
upon; and
(c)in no case shall the amount recoverable exceed the price at which the New Shares were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
(a)in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
(b)in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the
transaction that gave rise to the cause of action.
These rights are in addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition
of the New Shares as any discussion of taxation related matters in this document is not a comprehensive description and thereare a number of substantive Canadian tax compliance requirements for investors in the
Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New
Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réceptionde cedocument, chaqueinvestisseurcanadienconfirmepar les présentes
qu’ila expressémentexigéque tousles documents faisantfoiouse rapportantde quelquemanière que cesoità la vente des valeursmobilièresdécritesaux présentes(incluant, pour plus de certitude, toute
confirmation d’achatoutout avis) soientrédigésenanglaisseulement.
(a)
(b)
(c)
(a)
(b)
40
Foreign Selling Restrictions (cont.)
Cayman Islands
Infratil is not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this document does not constitute an offer to members of the public of the New Shares,
whether by way of sale or subscription, in the Cayman Islands. The New Shares have not been offered or sold, will not be offeredor sold and no invitation to subscribe for the New Shares, will be made, directly or
indirectly, to members of the public in the Cayman Islands.
European Union (Luxembourg, Netherlands, Sweden)
This document has not been, and will not be, registered with or approved by any securities regulator in Luxembourg, Netherlands or Sweden. Accordingly, this document may not be made available, nor may the New
Shares be offered for sale, in Luxembourg, Netherlands or Sweden except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council
of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in Luxembourg, Netherlands and Swedenislimited to persons who are "qualified investors" (as defined in Article 2(e) of the
Prospectus Regulation).
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by
the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws ofHong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or
register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other
than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong Kong or elsewhere that 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 New Shares that
are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFOand any rules made under that ordinance). No person allotted New Shares may sell, or
offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this
document, you should obtain independent professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June 2007. Accordingly, this document shall not be deemed to
constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "qualified investors" (as defined in the Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of
29 June 2007 no. 75 Section 7-1 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in
accordance with the procedures in this regulation).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this
document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of
Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
41
Foreign Selling Restrictions (cont.)
This document has been given to you on the basis that you are (i) an existing holder of securities in Infratil, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In
the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New
Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly
Switzerland
The offering of the New Shares in Switzerland is exempt from requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because such offering is made to professional clients
within the meaning of the FinSAonly and the New Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This document does not constitute a prospectus
or similar communication pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the New Shares.
United Arab Emirates
Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and Commodities Authority ("ESCA") or any other governmental authority in the United Arab
Emirates. Infratil has not received authorisation or licensing from the ESCA or any other governmental authority to market orsell the New Shares within the United Arab Emirates. This document does not constitute,
and may not be used for the purpose of, an offer of securities in the United Arab Emirates. No services relating to the New Shares, including the receipt of applications, may be rendered within the United Arab
Emirates. No offer or invitation to subscribe for New Shares is valid, or being made to any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of Article 2(e) of the UK Prospectus Regulation) in the United Kingdom, and the New Shares may not be offered or sold in
the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which donot require the publication of a prospectus pursuant to section 86(1) of the FSMA.
This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to
be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Infratil.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together"relevant persons"). The investments to which this document relates are available only
to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. .
United States
This document is not for distribution or release in the United States.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United Statesorany other jurisdiction in which such an offer would be illegal. The New Shares to be offered
and sold in the Placement and the Retail Offer have not been, and will not be, registered under the U.S. Securities Act of 1933,as amended (the “U.S. Securities Act”) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state orother jurisdiction of the United States. The securities to be offered and sold in the Retail Offer
may only be offered or sold, directly or indirectly, outside the United States to persons that are not acting for the accountorbenefit of any person in the United States (to the extent that such persons are acting for
the account or benefit of any person in the United States) in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.
42
---
7 June 2023
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Zealand
ASX Limited
20 Bridge Street
Sydney
New South Wales 2000
Australia
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL
MARKETS CONDUCT REGULATIONS 2014
1 Infratil Limited (NZX/ASX: IFT) (Infratil) has announced that it intends to undertake
a capital raising, comprising:
1.1 a placement of NZ$750 million of newly issued ordinary shares to selected
investors (Placement); and
1.2 a retail offer to Infratil’s eligible existing shareholders with a registered
address in New Zealand or Australia to raise approximately NZ$100 million
(subject to any acceptance of oversubscriptions at Infratil’s discretion) (the
Retail Offer).
The Placement, the Retail Offer and any ancillary offers of shortfall shares acquired
or to be acquired by the underwriters (or third parties) in the Placement referred to
together as, the Offer. Pursuant to clause 20(1)(a) of Schedule 8 to the Financial
Markets Conduct Regulations 2014 (FMC Regulations), the Financial Markets
Conduct Act 2013 (FMCA) and the Australian Corporations Act 2001 (Cth)
(Corporations Act), Infratil states that:
1.3 Infratil is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA; and
1.4 Infratil is giving this notice under:
(a) clause 20(1)(a) of Schedule 8 to the FMC Regulations;
(b) paragraph 708A(12J) of the Corporations Act, as notionally inserted by
ASIC Instrument 23-0443; and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 as amended by ASIC Instrument 23-0443.
2 Infratil will issue the relevant securities under the Offer without disclosure to
investors under Part 6D.2 of the Corporations Act.
3 As at the date of this notice:
3.1 Infratil is in compliance with the continuous disclosure obligations that apply
to it in relation to Infratil’s quoted ordinary shares;
3.2 Infratil is in compliance with its financial reporting obligations (as defined in
clause 20(5) of Schedule 8 to the FMC Regulations);
DocuSign Envelope ID: A9B3F529-C8CA-4203-B14C-334DFE156E37
2
3.3 Infratil has complied with its obligations under Rule 1.15.2 of the ASX Listing
Rules; and
3.4 there is no information that is “excluded information” as defined in clause
20(5) of Schedule 8 to the FMC Regulations in respect of Infratil.
4 The Offer is not expected to have any effect on the control of Infratil within the
meaning set out in clause 48 of Schedule 1 to the FMCA.
This notice has been authorised for release to NZX and ASX by:
Phillippa Harford
Chief Financial Officer
5 Market Lane
Wellington 6011
Infratil Limited
DocuSign Envelope ID: A9B3F529-C8CA-4203-B14C-334DFE156E37
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Infratil Limited
Class of Financial Product Ordinary Shares
NZX ticker code IFT
ISIN (If unknown, check on NZX
website)
NZIFTE0003S3
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the
relevant box/es)
Share Purchase
Plan/retail offer
x Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Record date 6 June 2023
Ex Date (one business day before
the Record Date)
2 June 2023
Currency NZD
Section 6: Share Purchase Plans/retail offer
Number of Financial Products to be
issued
OR
Maximum dollar amount of
Financial Products to be issued
Up to NZ$80,000 per shareholder/beneficial owner with a
registered address in New Zealand.
Up to A$45,000 per shareholder/beneficial owner with a
registered address in Australia. However, if a shareholder
in Australia applies for an A$ amount of shares, and the
exchange rate varies such that the A$ amount applied for
exceeds the NZ$50,000 regulatory limit (on the basis of
the NZ$:A$ exchange rate published by the New Zealand
Reserve Bank on its website at 3.00pm New Zealand time
on the retail offer closing date), shares having a total
issue price equal to NZ$50,000, which may be less than
A$45,000, will be issued to the shareholder and they will
be refunded the excess cash amount.
Minimum application amount (if
any)
No minimum application amount
Maximum application amount per
financial product holder
NZ registered shareholders: NZ$80,000
Aus registered shareholders: A$45,000
2 of 2
Subscription price per Financial
Product
The lower of:
- The price paid by investors in IFT’s Placement
announced on 7 June 2023; and
- A 2.5% discount to the five day volume weighted
average price of IFT shares traded on NZX during the
last five NZX trading days up to, and including, the
retail offer closing date.
Scaling reference date By reference to holdings at Record Date
Closing date 27 June 2023
Allotment date 4 July 2023
Section 7: Authority for this announcement (mandatory)
Name of person authorised to
make this announcement
Phillippa Harford, Chief Financial Officer
Contact person for this
announcement
Phillippa Harford, Chief Financial Officer
Contact phone number +64 4 473 3663
Contact email address Phillippa.Harford@hrlmorrison.com
Date of release through MAP 7 June 2023
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.