Genesis Energy Considers Green Capital Bond Offer

MARKET RELEASE

Date: 19 June 2023

NZX: GNE / ASX: GNE

Genesis Energy - Considers Green Capital Bond Offer
Capital Bond Offer
Genesis Energy Limited (Genesis) is considering making an offer (Offer) of 30 year unsecured, subordinated green capital bonds
(Capital Bonds) to New Zealand investors.
It is expected that full details of the Offer will be released on 26 June 2023, when the Offer is expected to open.
The Capital Bonds, if issued, are expected to be assigned an Issue Credit Rating of BB+ by S&P Global Ratings. Genesis has an
Issuer Credit Rating of BBB+ (stable outlook) by S&P Global Ratings.
GNE050 Bonds redemption
Genesis has the right to redeem its subordinated capital bonds which are quoted on the NZX Debt Market under the ticker
GNE050 (GNE050 Bonds) on 17 July 2023 (being the first business day after the scheduled reset date of 16 July 2023, which is a
Sunday).
If the Offer is made and the bookbuild is successful:
(a) holders of GNE050 Bonds that are held through a custodial account (and who wish to re-invest in the new Capital Bonds)
(Custodial GNE050 Bondholder) may be able to exchange all or some of their GNE050 Bonds for an equal number of
new Capital Bonds on the issue date of the new Capital Bonds (expected to be 10 July 2023); and
(b) Genesis will exercise its option to redeem all GNE050 Bonds on 17 July 2023 that are not otherwise exchanged under the
exchange mechanism described above.
The exchange mechanism will only be available to a Custodial GNE050 Bondholder if:
(a) the Custodial GNE050 Bondholder receives an allocation of new Capital Bonds from a participant in the bookbuild for the
Offer; and
(b) Genesis and the relevant participant (acting on the authorisation of the Custodial GNE050 Bondholder) have agreed to
the exchange.
To allow for an orderly settlement and redemption process, it is expected that trading in all GNE050 Bonds would be suspended
from market close on the date on which the new Offer opens (expected to be 26 June 2023). Genesis will communicate with all
GNE050 bondholders directly to notify them of the potential redemption and the trading suspension (a template letter is
attached to this announcement).
Other information
Genesis has appointed Bank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr Limited as Joint Lead Managers
in relation to the Offer.

There will be no public pool for the Offer, with all of the Capital Bonds (including under the exchange mechanism described
above) to be reserved for clients of the Joint Lead Managers, NZX participants and other financial intermediaries.
Investors (including GNE050 bondholders) can register their interest by contacting a Joint Lead Manager or their usual financial
adviser. Indications of interest will not constitute an obligation or commitment of any kind. No money is currently being sought
and applications for the Capital Bonds cannot currently be made.
If the Offer is made, it will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt securities of the same
class as existing quoted debt securities. The Capital Bonds are expected to be quoted on the NZX Debt Market.
Joint Lead Managers:

Bank of New Zealand - 0800 284 017
Craigs Investment Partners Limited - 0800 226 263
Forsyth Barr Limited - 0800 367 227

For Capital Bond enquiries, please contact:
Dan Dillane
Group Treasurer & Risk
M: 021 501 235

Ends

For investor relations enquiries, please contact:
Tim McSweeney
GM Investor Relations & Market Risk
M: 027 200 5548

For media enquiries, please contact:
Chris Mirams
GM Communications & Media
M: 027 246 1221

About Genesis Energy

Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells electricity, reticulated natural
gas and LPG through its retail brands of Genesis and Frank Energy and is one of New Zealand’s largest energy retailers with
approximately 500,000 customers. The Company generates electricity from a diverse portfolio of thermal and renewable
generation assets located in different parts of the country. Genesis also has a 46% interest in the Kupe Joint Venture, which owns
the Kupe Oil and Gas Field offshore of Taranaki, New Zealand. Genesis had revenue of NZ$2.8 billion during the 12 months ended
30 June 2022. More information can be found at www.genesisenergy.co.nz

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Genesis Energy Limited Considers Green Capital Bond Offer
Introduction
We are writing to you as a holder of existing Genesis Energy Limited (Genesis) capital bonds which are quoted
on the NZX Debt Market under the ticker GNE050 (GNE050 Bonds). The terms and conditions applicable to your
GNE050 Bonds are set out in the capital bonds trust deed originally dated 18 June 2018 (as amended from time
to time).
Genesis announced on 19 June 2023 that it is considering making an offer (Offer) of 30 year unsecured,
subordinated green capital bonds (New Capital Bonds) to New Zealand investors.
It is expected that full details of the Offer will be released on 26 June 2023, when the Offer is expected to open.
Suspension of trading of GNE050 Bonds
If the Offer is made, to allow for an orderly settlement and redemption process, it is expected that trading in all
GNE050 Bonds will be suspended from market close on the date on which the new Offer opens (expected to be
26 June 2023). This suspension would cease if the bookbuild for the Offer is unsuccessful (and accordingly
Genesis does not elect to redeem the GNE050 Bonds).
Redemption of GNE050 Bonds on the first reset date (17 July 2023)
If the bookbuild for the Offer is successful, Genesis will issue a redemption notice in respect of the GNE050
Bonds on or about 30 June 2023 in order to redeem the GNE050 Bonds on 17 July 2023 (being the first
business day after the scheduled reset date of 16 July 2023, which is a Sunday) that are not otherwise
redeemed earlier under the exchange mechanism described below. For each GNE050 Bond redeemed on 17
July 2023, Genesis will pay to the relevant GNE050 Bondholder an amount equal to the principal amount of the
GNE050 Bond (NZ$1.00) plus the final quarterly interest payment.
Genesis will publish the notice of redemption via NZX and also email or, as applicable, post you a copy.
If the Offer is not made or the bookbuild is otherwise unsuccessful, Genesis will not exercise its option to redeem
the GNE050 Bonds on 17 July 2023 and the exchange mechanism described below will not apply.
Exchange mechanism
If the bookbuild for the Offer is successful, holders of GNE050 Bonds that are held through a custodial account
(and who wish to re-invest in the New Capital Bonds) (Custodial GNE050 Bondholders) may be able to
exchange all or some of their GNE050 Bonds for an equal number of New Capital Bonds on the issue date of
the New Capital Bonds (expected to be 10 July 2023) (Issue Date) (on a one-for-one basis at a face value of
NZ$1.00). This mechanism will only be available to a Custodial GNE050 Bondholder if:
(a) the Custodial GNE050 Bondholder receives an allocation of New Capital Bonds from a participant in
the bookbuild for the Offer; and
(b) Genesis and the relevant participant (acting on the authorisation of the relevant Custodial GNE050
Bondholder) have agreed to the exchange.
For any GNE050 Bonds that are exchanged on the Issue Date (Exchanged GNE050 Bonds), Genesis will:
(a) redeem the Exchanged GNE050 Bonds on the Issue Date (rather than on 17 July 2023 as described
above under the heading "Redemption of GNE050 Bonds on the first reset date");
(b) retain the principal redemption amount of the Exchanged GNE050 Bonds and apply this amount to
pay the issue price of an equal number of New Capital Bonds that are issued on the Issue Date to the
relevant custodian (that maintains the custodial account on behalf of its Custodial GNE050
Bondholders participating in the exchange mechanism); and

(c) pay a final interest payment on the Exchanged GNE050 Bonds for the period from (and including) the
previous interest payment date for the Exchanged GNE050 Bonds (16 April 2023) to (but excluding)
the Issue Date.
No additional amounts will be payable by a holder for any New Capital Bonds that are issued under this
exchange mechanism. Genesis' obligation to redeem the Exchanged GNE050 Bonds will be satisfied once it
has issued the relevant number of New Capital Bonds and paid the final interest payment referred to in
paragraph (c) above.
For the avoidance of doubt, the exchange mechanism will not restrict a Custodial GNE050 Bondholder from
seeking to apply for more or less New Capital Bonds than the number of GNE050 Bonds held by the Custodial
GNE050 Bondholder.
Other information
If the Offer is made, all of the New Capital Bonds will be reserved for clients of the Joint Lead Managers, NZX
participants and other financial intermediaries. There will be no public pool.
Accordingly, if you are interested in investing in the New Capital Bonds (including under the exchange
mechanism described above), you can register your interest in the Offer and receive further information by
contacting one of the Joint Lead Managers (Bank of New Zealand, Craigs Investment Partners and Forsyth Barr)
or your usual financial adviser. Indications of interest will not constitute an obligation or commitment of any
kind. No money is currently being sought and applications for the New Capital Bonds cannot currently be made.
If the Offer is made, it will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as existing quoted debt securities. The New Capital Bonds are expected to be quoted
on the NZX Debt Market.
Registrar:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West Auckland 1742
Telephone (09) 488 8777
Email: enquiry@computershare.co.nz
Joint Lead Managers:

Bank of New Zealand - 0800 284 017
Craigs Investment Partners Limited - 0800 226 263
Forsyth Barr Limited - 0800 367 227