Infratil Infrastructure Bond Interest Rate Set

21 July 2023

Infratil Infrastructure Bond Interest Rate Set

Infratil Limited (Infratil) today announced that it has set the Interest Rate for its $150 million offer of 6 year
unsecured, unsubordinated, fixed rate infrastructure bonds maturing on 31 July 2029 (Infrastructure Bonds).
The Interest Rate has been set at 6.90% per annum. This is equal to the sum of the Issue Margin of 2.25% per annum
and the Base Rate on the Rate Set Date of 4.65% per annum.
The Infrastructure Bonds will be issued on 31 July 2023. The Infrastructure Bonds will be quoted on the NZX Debt
Market under the ticker code IFT330.
Details of the offer are contained in the Final Terms Sheet which is attached.


Arranger and Joint Lead Manager: Tom Robertson
Bank of New Zealand Treasury and Risk Manager, Infratil
Joint Lead Managers: Phone: +64 4 550 5432
ANZ Bank New Zealand Limited Email: tom.robertson@hrlmorrison.com
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited

























Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

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6 Year Fixed Rate Bond
Maturing 31 July 2029
Arranger and Joint Lead ManagerJoint Lead Managers
Final Terms Sheet
For the offer of Infrastructure Bonds

2
Final Terms Sheet
Dated 21 July 2023
This Final Terms Sheet ("Terms Sheet") sets
out the key terms of the offer ("Offer") by
Infratil Limited ("Infratil") of $150 million of
fixed rate bonds maturing on 31 July 2029
("Infrastructure Bonds").
The Infrastructure Bonds will be issued
under the programme trust deed dated
11 November 1999 (as amended or
amended and restated from time to time)
between Infratil and Trustees Executors
Limited as supplemented by a series
supplement dated 17 July 2023 (together,
"Trust Deed"). Unless the context requires
otherwise, capitalised terms used in this
Terms Sheet have the same meaning given
to them in the Trust Deed. This Terms Sheet
is an "Issue Flyer" for the purposes of the
Trust Deed.
Important Notice
The Offer by Infratil is made in reliance upon
the exclusion in clause 19 of schedule 1 of
the Financial Markets Conduct Act 2013
("FMCA").
The Offer contained in this Terms Sheet is an
offer of Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
• Infratil's fixed rate bonds maturing on
15 September 2023, which have an
interest rate of 5.25% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code IFT210;
• Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest rate
of 5.50% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT230;
• Infratil's fixed rate bonds maturing on
15 December 2024, which have an
interest rate of 4.75% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code IFT260;
• Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest rate
of 6.15% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT250;
• Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest
rate of 3.35% per annum, and which are
currently quoted on the NZX Debt Market
under the ticker code IFT300;
• Infratil's fixed rate bonds maturing on
15 December 2026, which have an
interest rate of 3.35% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code IFT280;
• Infratil's fixed rate bonds maturing on
15 December 2027, which have an
interest rate of 3.60% per annum and
which are currently quoted on the NZX
Debt Market under the ticker code IFT310;
• Infratil's bonds maturing on 15 December
2028, which have a current interest rate of
4.85% per annum (rate reset after five
years on 15 December 2023) and which
are currently quoted on the NZX Debt
Market under the ticker code IFT270;
• Infratil's bonds maturing on 15 December
2029, which have a current interest rate
of 7.89% per annum (further rate reset
on 15 December 2023 and annually
thereafter) and which are currently
quoted on the NZX Debt Market under
the ticker code IFTHC; and
• Infratil's fixed rate bonds maturing on
15 June 2030, which have a current
interest rate of 5.93% per annum (rate
reset on 15 June 2026) and which are
currently quoted on the NZX Debt Market
under the ticker code IFT320,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are the
same class as the Quoted Bonds for the
purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Infratil is subject to a disclosure obligation
that requires it to notify certain material
information to NZX Limited ("NZX") for the
purpose of that information being made
available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently quoted
and in the same class as the Infrastructure
Bonds that are being offered.
Investors should look to the market price of
the Quoted Bonds referred to above to find
out how the market assesses the returns and
risk premium for those bonds.

3

Ke y Terms of the
Infrastructure Bonds
4
Issuer:Infratil Limited.
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued
pursuant to the Trust Deed.
Issue Amount:$150 million.
Use of Proceeds:Infratil will use the net proceeds of the Offer for general corporate purposes, including to
repay a portion of Infratil's existing bank debt bridge facility put in place to fund the
acquisition of One New Zealand.
Opening Date: 17 July 2023.
Closing Date: 11.00am, 21 July 2023.
Rate Set Date:21 July 2023.
Issue Date: 31 July 2023.
Expected Date of Initial Quotation on
the NZX Debt Market:
1 August 2023.
Maturity Date:31 July 2029.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
Interest Rate:
6.90% per annum, being the sum of the Base Rate and the Issue Margin.
Issue Margin:2.25% per annum.
Base Rate:The mid-market rate for a New Zealand dollar interest rate swap of a term matching the
period from the Issue Date to the Maturity Date as determined by Infratil in consultation
with the Arranger (identified below) on the Rate Set Date, in accordance with market
convention with reference to Bloomberg page ICNZ4 (or any successor page), in each case
expressed on a quarterly basis (rounded to 2 decimal places, if necessary, with 0.005 being
rounded up).
Interest Payment Dates:31 January, 30 April, 31 July and 31 October of each year until and including the Maturity
Date (commencing on 31 July 2023). Although the first Interest Payment Date is 31 July
2023, because that is the same date as the Issue Date, no interest will have accrued and
no interest will be payable on that date. The first date on which interest will be paid on the
Infrastructure Bonds is 31 October 2023.
Interest Payments:Other than for the first Interest Payment Date (on which no interest will be paid), Infratil will
pay interest in arrear in equal amounts on each Interest Payment Date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment
Date (see "Right to Redeem Early" and "Early Redemption Events" below), the amount of
interest that will be payable to you will be adjusted to reflect the number of days in the
interest period in which the interest accrued.

Key Terms of the
Infrastructure Bonds
5
First Interest Payment:As noted above, although the first Interest Payment Date is 31 July 2023, because that is
the same date as the Issue Date, no interest will have accrued and no interest will be payable
on that date. The first date on which interest will be paid on the Infrastructure Bonds is
31 October 2023. Interest paid on 31 October 2023 on each Infrastructure Bond will be
paid to the Holder of the Infrastructure Bond on the Record Date for that payment (being
20 October 2023).
Interest Suspension and Dividend
Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists.
If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when
the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of
other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation by
Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity
Date by giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:
(a) the Supervisor has declared the Infrastructure Bonds due and payable because an event
of default as described in clause 8.1 of the Trust Deed exists; or
(b) the notice of early redemption is given at a time on or after the day falling 25 Business
Days before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all withholding
tax or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,
it will be redeemed at an amount equal to the greater of:
(a) its Face Value plus accrued but unpaid interest; and
(b) the current market price of the Infrastructure Bonds (determined in accordance with
clause 6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the
occurrence of certain insolvency related events in relation to Infratil.

Key Terms of the
Infrastructure Bonds
6
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Bondholders that, on the last day of each financial year
and financial half-year of Infratil (and in certain other circumstances), Borrowed Money
Indebtedness of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries)
will not exceed 50% of Tangible Assets of Infratil and its subsidiaries as at that date.
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil.
This means that in a liquidation of Infratil your rights and claims as a Bondholder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors
of Infratil who are preferred by law (e.g. the Inland Revenue Department in respect of
unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of
Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being
creditors who have agreed to accept a lower priority in respect of their claims in a
liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Bondholders have no
claims against, or recourse to the assets of, any of those companies. Infratil's ability to
make timely payments on the Infrastructure Bonds is dependent on the returns it receives
from its investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including
lenders) would have a prior claim to the assets of those companies ranking ahead of the
claim of Infratil's liquidator (claiming as shareholder in the companies). Only the residual
assets of the companies, after the claims of the companies' creditors have been satisfied,
would be available to Infratil's liquidator and therefore Infratil's creditors (including
Bondholders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Minimum Application Amount:Minimum application of $5,000 with multiples of $1,000 thereafter.
ISIN:NZIFTD0330L7.
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, the due date for the payment to be made on that date will
be on the immediately preceding Business Day, but the amount paid will not be adjusted.
Who May Apply:All Infrastructure Bonds (including oversubscriptions) were reserved for the clients of
the Joint Lead Managers, approved financial intermediaries and other primary market
participants invited to participate in the bookbuild, who are New Zealand residents.
There was no public pool for the Infrastructure Bonds.

Key Terms of the
Infrastructure Bonds
7
How to Apply:Investors wanting to participate in the Offer should contact a Joint Lead Manager, their
financial adviser or any primary market participant for information on how they may acquire
Infrastructure Bonds. You can find a primary market participant by visiting www.nzx.com/
investing/find-a-participant.
The Joint Lead Manager, primary market participant or your financial adviser will be able to
explain what arrangements will need to be put in place for you to trade the Infrastructure
Bonds including obtaining a common shareholder number ("CSN"), an authorisation code
("FIN") and opening an account with a primary market participant as well as the costs and
timeframes for putting such arrangements in place.
Infratil reserves the right to refuse any application or to accept an application in part only,
without providing a reason.
Brokerage:Infratil will pay a firm brokerage fee of 1.00% of the aggregate principal amount of
Infrastructure Bonds (such fee comprised of a brokerage fee of 0.50% and a firm allocation
fee of 0.50%). Such amounts will be paid to the Arranger who will distribute as appropriate
to primary market participants and approved financial intermediaries.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately
after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the FMCA.
NZX Debt Market Ticker Code:IFT330.
Registrar and Paying Agent:Link Market Services Limited.
Supervisor:Trustees Executors Limited.
Governing Law:New Zealand.
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not
and will not take any action which would permit a public offering of the Infrastructure Bonds,
or possession or distribution of any offering material, in any country or jurisdiction where
action for that purpose is required (other than New Zealand). Infrastructure Bonds may
only be offered for sale or sold in compliance with all applicable laws and regulations in any
jurisdiction in which they are offered, sold or delivered. Any information memorandum, terms
sheet, circular, advertisement or other offering material in respect of the Infrastructure Bonds
may only be published, delivered or distributed in or from any country or jurisdiction under
circumstances which will result in compliance with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead
Managers and the Supervisor in respect of any loss incurred as a result of you breaching the
above selling restrictions.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to
subscribe for, or purchase, any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge
that none of the Joint Lead Managers, the Supervisor nor their respective directors, officers,
employees, agents or advisers gives any warranty or representation of accuracy or reliability
and they take no responsibility for it.

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Other
Information
The dates set out in this Terms Sheet are
indicative only and Infratil may change the
dates set out in this Terms Sheet. Infratil will
announce any changes to the dates set out in
this Terms Sheet via NZX as soon as
practicable.
Any internet site address provided in the
Terms Sheet is for reference only and, except
as expressly stated otherwise, the content of
such internet site is not incorporated by
reference into, and does not form part of, this
Terms Sheet.
Copies of the Trust Deed are available by
visiting www.infratil.com/for-investors/
bonds/ or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Tom Robertson
or
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland
Attention: David Shaw

Investors should seek qualified independent
financial and taxation advice before deciding
to invest. In particular, you should consult
your tax adviser in relation to your specific
circumstances. Investors will also be
personally responsible for ensuring
compliance with relevant laws and
regulations applicable to them (including
any required registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
PO Box 4197
Auckland 1140
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678