NZX announces new interest rate for Subordinated Notes

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

3468-8125-4946

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13 June 2023

NZX Limited announces new interest rate for Subordinated Notes

NZX Limited (“NZX”) announced today that the interest rate on its unsecured, subordinated
notes (“Subordinated Notes”) (NZX010) for the period from (and including) 20 June 2023 until
(but excluding) the next election date on 20 June 2028 will be 6.80% per annum. From 20 June
2023 the Subordinated Notes will have a new ISIN NZNZXD0020L4 and ticker NZX020.

Under the election process, the interest rate was required to be set as the higher of (i) 6.50%
per annum and (ii) the sum of 2.25% per annum plus the mid-market interest swap rate for a 5
year term starting on 20 June 2023 (adjusted to a quarterly basis as necessary), as calculated
by NZX in conjunction with the Joint Lead Managers (according to market convention) today.

The adjusted mid-market 5 year swap rate today was 4.55% per annum. Therefore, the interest
rate on the Subordinated Notes has been set at 6.80% per annum.


Joint Lead Managers

Commonwealth Bank of Australia

0800 272 266
Forsyth Barr Limited


0800 367 227
Jarden Securities Limited

0800 005 678

ENDS

For further information, please contact:

Media and Investors – Simon Beattie – 021 702 694

About NZX

For more than 150 years we have been committed to connecting people, businesses and
capital. Our vision is to be a trusted New Zealand business delivering sustainable wealth, value
and opportunities for all.

NZX operates New Zealand’s equity, debt, funds, derivatives and energy markets. To support
growth of our markets, we provide trading, clearing, settlement, depository and data services for
our customers. We also own Smartshares, New Zealand’s only issuer of listed Exchange
Traded Funds (ETFs), and KiwiSaver provider SuperLife. NZX Wealth Technologies is a 100%-
owned subsidiary delivering rich online platform functionality to enable New Zealand investment
advisers and providers to efficiently manage, trade and administer their clients’ assets. Learn
more about us at: www.nzx.com

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Terms Sheet
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1




NZX Limited
Subordinated Notes

Summary Terms Sheet for the Election Process NZX is running prior to the first Election Date (20 June 2023)
Date 13 June 2023










Arranger and Joint Lead Manager




Joint Lead Managers

Terms Sheet
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2
Set out below is a summary of the key terms and conditions of the unsecured, subordinated notes (“Subordinated Notes”) issued by
NZX Limited ("NZX") under a trust deed dated 15 May 2018 made by NZX and Public Trust (as amended from time to time) ("Trust
Deed"). The summary includes the new terms and conditions that will apply to the Subordinated Notes with effect from the Election
Date on 20 June 2023. This summary terms sheet (“Terms Sheet”) should be read together with the Trust Deed. The Trust Deed is
available on the Disclose Register at https://disclose-register.companiesoffice.govt.nz (offer number OFR12393).
Capitalised terms used but not defined in the Terms Sheet have the meaning given to them in the Trust Deed.
Issuer NZX Limited (the “Issuer” or “NZX”).
Instrument Unsecured, subordinated notes.
Total Subordinated Notes
on issue
$40 million.
Election Process/sale
offer
Under the Election Process, Holders elected to Redeem $11,412,000 of Subordinated Notes. NZX
has elected to Purchase these Subordinated Notes and to offer them for sale.
Ranking of the
Subordinated Notes
The Subordinated Notes are unsecured and rank equally with all other Subordinated Notes and
behind all indebtedness of NZX, other than indebtedness expressed to be equal with or subordinate
to the Subordinated Notes.
New Interest Rate The Subordinated Notes will pay a fixed rate of interest for the 5 years from (and including) the
first Election Date (20 June 2023) to (but excluding) the next Election Date (20 June 2028).
This Interest Rate has been set at 6.80% per annum.
If NZX runs another Election Process, a new Interest Rate may be set via that process.
Interest Payment Dates Interest shall be paid quarterly in arrear in equal amounts.
On Interest Payment Dates, interest will be paid to the person registered as the Holder as at the
Record Date.
The Record Date for the Interest Payment Date is 5pm on the date that is 10 calendar days before
the relevant Interest Payment Date.
If the Record Date falls on a day which is not a Business Day, the Record Date will be the
immediately preceding Business Day.
Interest deferral NZX may defer the payment of interest at its absolute discretion.
In the event interest is deferred the Interest Rate will increase to the Penalty Rate. The "Penalty
Rate" is the sum of the Interest Rate plus an additional 4.00% per annum.
Any Deferred Interest will also accrue interest at the Penalty Rate, compounding on each Interest
Payment Date until paid.
Dividend Stopper
NZX will not be able to pay any dividend or make any other payments on or with respect to its
ordinary shares or other securities, financial products or indebtedness ranking equally with or
subordinate to the Subordinated Notes:
• if and for so long as there is any unpaid or Deferred Interest; or
• if the Financial Covenant is failed on two consecutive Scheduled Test Dates, until NZX
complies with the Financial Covenant.
Election Process No less than 30 Business Days prior to the next Election Date, NZX will provide notice of its
election to either:
• Redeem the Subordinated Notes on the Election Date; or
• run another Election Process offering New Conditions.

Terms Sheet
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If NZX runs another Election Process, Holders can either:
• elect to continue to hold some or all of their Subordinated Notes subject to the New
Conditions; or
• elect for NZX to Redeem some or all of their Subordinated Notes for cash at the Redemption
Amount.
The New Conditions may modify the conditions applying to the Subordinated Notes (including, for
example, the Interest Rate, Penalty Rate and Financial Covenant) but may not change the Maturity
Date or next Election Date.
Holders who do not respond to an Election Process Invitation will be deemed to have elected to
continue to hold all of their Subordinated Notes subject to the New Conditions.
Redemption Amount Principal Amount plus all accrued but unpaid interest (including Deferred Interest).
Change of Control Event The occurrence of one or more of the following:
• an offer is made which would result in the offeror (including its associates) holding or
controlling more than 50% of the voting rights of NZX and the offer has been accepted,
become unconditional and all regulatory approvals have been obtained; or
• any other circumstance or event arises which results in a person (and its associates) holding
or controlling more than 50% of the voting rights of NZX.
If a Change of Control Event occurs then Holders have the right to elect that NZX must Redeem all
of their Subordinated Notes for the Redemption Amount.
Tax Event In summary, a Tax Event may occur if there has been, or there will be, a change in New Zealand
law applying after the Issue Date, as a result of which:
• any interest payable on the Subordinated Notes, including interest which has been deferred, is
not fully deductible for the purposes of the Income Tax Act 2007; or
• NZX would be, or is likely to be, exposed to any other adverse tax consequences in relation to
the Subordinated Notes.
If a Tax Event occurs, NZX may elect to Redeem all of the Subordinated Notes at the Redemption
Amount.
Less than 10 million
Subordinated Notes
At any time, NZX may elect to Redeem at the Redemption Amount all of the Subordinated Notes
on issue if there are less than 10 million Subordinated Notes outstanding.
Events of Default The Subordinated Notes may become immediately Redeemable at the Redemption Amount if one
of the following Events of Default occurs:
• NZX fails to pay the Principal Amount or interest when due, and that breach is not fully
remedied within 10 days of the due date for payment;
• NZX fails to comply with the Dividend Stopper; or
• an Insolvency Event of NZX occurs.
A failure to pay interest that has been deferred is not an Event of Default. NZX may defer
payments of interest at any time at its discretion.
Financial Covenant NZX has undertaken that it will ensure that the ratio of Net Senior Debt to Operating Earnings will
be no greater than 1.5:1.
The Financial Covenant will be tested as at each 30 June and 31 December.

Terms Sheet
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Retail Liquidity Support
Facility
NZX has engaged Forsyth Barr Limited as facility agent to provide a retail liquidity support facility
on a reasonable endeavours basis on behalf of NZX. This arrangement intends to facilitate and
support liquidity for small investors where liquidity is not otherwise being provided by the market.
Listing NZX Debt Market.
Minimum subscription $5,000 and in multiples of NZ$1,000 thereafter.
Brokerage 0.50% payable by NZX

Terms Sheet
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Important dates
Election Process record date 4 May 2023
Election Process Invitation sent 8 May 2023
Response Cut-off Date 5:00pm, 29 May 2023
New Interest Rate set 13 June 2023
First Election Date 20 June 2023
Expected date of new quotation and resumption of trading on the NZX
Debt Market
21 June 2023
Interest Payment Dates 20 March, 20 June, 20 September, 20 December in each
year, with the first Interest Payment Date after the first
Election Date being 20 September 2023*
Next Election Date 20 June 2028
Maturity Date 20 June 2033
* If any date on which an interest payment is due to be made is not a Business Day, payment shall instead be made on the next
Business Day. Interest payments may be deferred at NZX’s discretion, as described in the Trust Deed.
Some of the dates set out in this Terms Sheet are indicative only and subject to change. The Issuer may vary these dates in its
absolute discretion and without notice. Any such changes will not affect the validity of any applications received. The Issuer reserves
the right to cancel the sale offer.
Selling restrictions
You may only offer for sale or sell any Subordinated Note in conformity with all applicable laws and regulations in any jurisdiction in
which it is offered, sold or delivered.
NZX has not taken and will not take any action which would permit an offer or sale of Subordinated Notes, or possession or distribution
of any offering material in respect of the Subordinated Notes, in any country or jurisdiction where action for that purpose is required
(other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the Subordinated
Notes may only be published, delivered or distributed in compliance with all applicable laws and regulations (including those of the
country or jurisdiction in which the material is published, delivered or distributed).
By subscribing for or otherwise acquiring any Subordinated Notes, you agree to indemnify, among others, NZX, the Supervisor, the
Arranger and the Joint Lead Managers for any loss suffered as a result of any breach by you of the selling restrictions referred to in this
section.