Infratil Infrastructure Bond Offer Opens

28 August 2023

Infratil Infrastructure Bond Offer Opens

Infratil Limited (Infratil) announced today that it has opened an offer of 7½ year unsecured, unsubordinated, fixed
rate bonds (2031 Bonds) to New Zealand investors. The bonds will mature on 15 March 2031.
The offer comprises two separate parts:
• A firm offer of up to $50,000,000 of 2031 Bonds (with the ability to accept oversubscriptions of up to
$25,000,000 at Infratil’s absolute discretion), which will be available to New Zealand clients of the Joint Lead
Managers, approved financial intermediaries and other primary market participants invited to participate in
the bookbuild process (Firm Offer). The Firm Offer is now open and will close on 1 September 2023.
• An exchange offer of up to $122,103,683 of 2031 Bonds under which all New Zealand resident holders of the
IFT210 bonds maturing on 15 September 2023 (2023 Bonds) will have the opportunity to exchange some or
all of their maturing 2023 Bonds for 2031 Bonds (Exchange Offer). The Exchange Offer will open following
the closing of the Firm Offer on 4 September 2023 and close on 13 September 2023. All eligible holders of
the 2023 Bonds who submit valid applications will have their applications satisfied in full up to a maximum
of the number of 2023 Bonds they hold. There is no ability to apply for additional 2031 Bonds under the
Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2023 Bonds can have certainty on the
interest rate applicable to the 2031 Bonds when they elect whether to participate in the Exchange Offer. Eligible
applicants can be certain that their application will be satisfied in full up to the amount of their existing investment.
Interest Rate
The Interest Rate for the 2031 Bonds will be the greater of:
a) the Minimum Interest Rate of 7.05% per annum, and
b) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date (1 September 2023).
The indicative Issue Margin range for the 2031 Bonds is 2.40% to 2.55% per annum. The Issue Margin will be set
following a bookbuild process on 1 September 2023 and will be announced by Infratil via NZX shortly thereafter,
together with the Interest Rate. In any case the Interest Rate will not be less than the Minimum Interest Rate of
7.05% per annum.
Full details of the offer, including on the how the Interest Rate for the 2031 Bonds will be calculated, is set out in the
Indicative Terms Sheet attached.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant to
the Financial Markets Conduct Act 2013. The notice required by the Financial Markets Conduct Regulations 2014 has
been provided to NZX. The 2031 Bonds are expected to be quoted on the NZX Debt Market under the ticker code
IFT340.
Further information is available on www.infratil.com/for-investors/our-bonds or by contacting a Joint Lead Manager
or your usual financial adviser.




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

Arranger and Joint Lead Manager:
Bank of New Zealand
Joint Lead Managers:
ANZ Bank New Zealand Limited
Craigs Investment Partners Limited
Forsyth Barr Limited Jarden Securities Limited

Tom Robertson
Treasury and Risk Manager, Infratil
Phone: +64 4 550 5432
Email: tom.robertson@hrlmorrison.com

---

7.5 Year Fixed Rate Bond
Maturing 15 March 2031
Arranger and Joint Lead ManagerJoint Lead Managers
Indicative Terms Sheet
For the offer of Infrastructure Bonds

2
Indicative Terms Sheet
Dated 28 August 2023
This Indicative Terms Sheet ("Terms Sheet")
sets out the key terms of the offer ("Offer") by
Infratil Limited ("Infratil") of fixed rate bonds
maturing on 15 March 2031 ("Infrastructure
Bonds"). The Offer is comprised of a Firm
Offer of up to $50,000,000 (plus
oversubscriptions of up to an additional
$25,000,000 at Infratil's discretion) of
Infrastructure Bonds and an Exchange Offer
of up to $122,103,683 of Infrastructure Bonds
un
der which all current holders of the IFT210
bo
nds maturing on 15 September 2023 will
have the opportunity to exchange some or all
of their maturing bonds for 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
28 August 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
F
lyer" 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
co
nditions (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
cu
rrently quoted on the NZX Debt Market
un
der 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 fix
ed 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 rat
e bonds maturing on
15 March 2026, which have an interest
rate o
f 3.35% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT300;
•
Infratil's fix
ed rate bonds maturing on
15 December 20
26, 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 fix
ed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT330;
•
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 Mark
et 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. The Quoted
Bonds with ticker code IFT330 have been
quoted on the NZX Debt Market for less than
3 months.
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.
Infratil has the right in its absolute discretion
and without notice to close the Firm Offer
and/or Exchange Offer early, to add additional
Issue Dates, to extend the Firm Offer Closing
Date and/or Exchange Offer Closing Date, to
increase the amount of oversubscriptions, or
to choose not to proceed with the Offer.

3

Key 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.
Firm Offer and Exchange Offer:The Offer consists of two separate parts.
Under the first part (“Firm Offer”), Infratil is offering Infrastructure Bonds to New Zealand
clients of the Joint Lead Managers, approved financial intermediaries and other primary
market participants invited to participate in the bookbuild.
Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident holders of
its IFT210 fixed rate bonds maturing on 15 September 2023 ("2023 Bonds") the opportunity
to exchange all or some of their 2023 Bonds for Infrastructure Bonds offered under this Terms
Sheet. You will receive one new Infrastructure Bond for each 2023 Bond exchanged under the
Exchange Offer. Once you submit a completed application for the Exchange Offer you will no
longer be able to sell or otherwise transfer your 2023 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" on page 8.
Use of Proceeds:
Infratil intends to use the net proceeds of the Offer fo
r general corporate purposes, including
to r efinance the 2023 Bonds and to repay a portion of Infratil's existing bank debt bridge
facilities put in place to fund the acquisition of One N
ew Zealand.
Terms Particular to the Firm Offer
Firm Offer Amount:
The Firm Offer is for up to $50,000,000 of Infrastructure Bonds, with the option to accept
oversubscriptions of up to an additional $
25,000,000 of Infrastructure Bonds in aggregate at
Infratil's absolute discretion.
Firm Offer Applications: The Firm Offer is open to all New Zealand resident investors, but only if the investor receives a
firm allocation from a Joint Lead Manager, approved financial intermediary or other primary
market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 28 August 2023.
Firm Offer Closing Date: 11.00am, 1 September 2023.
Terms Particular to the Exchange Offer
Exchange Offer Amount: The Exchange Offer is for up to $122,103,683 of Infrastructure Bonds (being the total face
value of 2023 Bonds outstanding). No oversubscriptions will be accepted under the Exchange
Offer.
Exchange Offer Applications: The Exchange Offer is available to New Zealand resident holders of the 2023 Bonds. Infratil will
issue one Infrastructure Bond for each 2023 Bond exchanged.
Exchange Offer Opening Date: 4 September 2023.

Key Terms of the
Infrastructure Bonds
5
Exchange Offer Closing Date: 5.00pm, 13 September 2023.
Terms Common to the Firm Offer and the
Exchange Offer
Rate Set Date:1 September 2023.
Issue Date: 15 September 2023.
Expected Date of Initial Quotation on the
NZX Debt Market:
18 September 2023.
Maturity Date:15 March 2031.
Interest Rate:
The Infrastructure Bonds will pay a fixed rate of interest from the Issue Date until the
Maturity Date.
The Interest Rate will be the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Interest Rate will be announced by Infratil via NZX and available on Infratil's website
www.infratil.com/for-investors/our-bonds on or shortly after the Rate Set Date.
Minimum Interest Rate:
7.05% per annum.
Issue Margin:The Issue Margin will be determined by Infratil in consultation with the Joint Lead
Managers (identified on page 10) on the Rate Set Date following completion of the
bookbuild process for the Firm Offer and will be announced via NZX and available on
Infratil's website www.infratil.com/for-investors/our-bonds shortly thereafter.
Indicative Issue Margin:
The indicative Issue Margin range is 2.40% to 2.55% per annum. The actual Issue Margin
may be above, within or below the indicative range.
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 (and rounded to 2 decimal places, if necessary, with 0.005 being
rounded up).
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date (commencing on 15 September 2023). Although the first Interest Payment
Date is 15 September 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 15 December 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" on page 6), 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
6
First Interest Payment:As noted above, although the first Interest Payment Date is 15 September 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
15 December 2023. Interest paid on 15 December 2023 on each Infrastructure Bond will
be paid to the Holder of the Infrastructure Bond on the Record Date for that payment (being 5
December 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)
int
erest 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 p
ay 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 int
erest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b)
the int
erest 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 int
erest 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 Super
visor 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 o
f 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 F
ace Value plus accrued but unpaid interest; and
(b)

the curr
ent 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 ev
ent of default as described in clause 8.1 of the Trust Deed occurs; or
(b)

cer
tain 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
7
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders 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 Holder:
(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. Holders 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 Holders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any other
person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
No subscription moneys are payable by a Holder for Infrastructure Bonds allotted under the
Exchange Offer.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000
thereafter (unless a holder of 2023 Bonds is exchanging all of their 2023 Bonds).
ISIN:NZIFTD0340L6
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.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Firm Offer
All Infrastructure Bonds offered under the Firm Offer are 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 is no public pool
for Infrastructure Bonds for the Offer.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to
registered holders of a 2023 Bond who are New Zealand residents.

Key Terms of the
Infrastructure Bonds
8
How to Apply:Firm Offer
Investors wanting to participate in the Firm 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/services/market-participants.
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.
Exchange Offer
Holders of 2023 Bonds have the option to participate in the Exchange Offer by using an
online or printed application form.
If you have provided an email address for investor correspondence, you will receive an email
on the Firm Offer Opening Date with an email link. The email link will take you to a Registrar
website where you will receive information on how to apply for Infrastructure Bonds in the
Exchange Offer using the online application form.
You will be able to apply using the online application form at www.infratilbondexchangeoffer.com
from the Exchange Offer Opening Date. You must complete the online application form by no
later than 5.00pm on the Exchange Offer Closing Date.
If you have not provided an email address for investor correspondence, you will be mailed
this Terms Sheet along with a printed application form to your registered postal address.
If you use a printed application form under the Exchange Offer, you must return a completed
printed application form so that it is received by the Registrar at the address below no later
than 5.00pm on the Exchange Offer Closing Date:
Link Market Services Limited
email a completed PDF copy to: applications@linkmarketservices.co.nz
or post a printed application form to: Infratil Bond Offer, c/- Link Market Services
Limited, PO Box 91976, Victoria Street West, Auckland 1142
or deliver a printed application form to: c/- Link Market Services Limited,
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
Once you submit a completed Exchange Offer application (online or through a printed
application form) you will no longer be able to sell or otherwise transfer your 2023
Bonds designated in that application.
Applications may be refused
In relation to the Firm Offer, Infratil reserves the right to refuse any application or to accept an
application in part only, without providing a reason. If Infratil refuses any application under the
Exchange Offer due to the applicant being ineligible the 2023 Bonds that are not being
exchanged will be redeemed on their maturity date in accordance with their existing terms and
conditions.
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.

Key Terms of the
Infrastructure Bonds
9
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:IFT340
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.
The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.
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.

10
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 has
the right in its absolute discretion to close the
Firm Offer and/or Exchange Offer early, to
add additional Issue Dates, to extend the Firm
Offer Closing Date and/or Exchange Offer
Closing Date, to increase the amount of
oversubscriptions, or to choose not to
proceed with the Offer. 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

---

28 August 2023
Dear Bondholder/Shareholder
Infratil Limited (Infratil) has announced that it is making a new offer of 7½ year unsecured, unsubordinated,
fixed rate infrastructure bonds (2031 Bonds). The bonds will mature on 15 March 2031.
Information about the offer and the 2031 Bonds is available on Infratil’s website www.infratil.com/for-
investors/our-bonds where you can download a copy of the Indicative Terms Sheet.
Offer structure
The offer comprises two separate parts:
•A firm offer of up to $50,000,000 of 2031 Bonds (with the ability to accept oversubscriptions of up to
$25,000,000 at Infratil's absolute discretion) which will be available to New Zealand clients of the Joint
Lead Managers, approved financial intermediaries and other primary market participants invited to
participate in the bookbuild process (Firm Offer). The Firm Offer is now open and will close on 1
September 2023.
•An exchange offer of up to $122,103,683 of 2031 Bonds under which all New Zealand resident holders
of the IFT210 bonds maturing on 15 September 2023 (2023 Bonds) will have the opportunity to
exchange some or all of their maturing 2023 Bonds for 2031 Bonds (Exchange Offer). The Exchange
Offer will open following the closing of the Firm Offer on 4 September 2023 and close on 13 September
2023. All eligible holders of the 2023 Bonds who submit a valid application will have their applications
satisfied in full up to a maximum of the number of 2023 Bonds they hold. There is no ability to apply
for additional 2031 Bonds under the Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2023 Bonds can have certainty on
the interest rate applicable to the 2031 Bonds when they elect whether to participate in the Exchange Offer.
Eligible applicants can be certain that their application will be satisfied in full up to the amount of their existing
investment.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant
to the Financial Markets Conduct Act 2013. The Bonds are expected to be quoted on the NZX Debt Market under
the ticker code IFT340.
Interest Rate
The Interest Rate will be the greater of:
(a)the Minimum Interest Rate of 7.05% per annum; and
(b)the sum of the Issue Margin and the Base Rate determined on 1 September 2023 when the Firm Offer
closes.
The Issue Margin will be set following a bookbuild process on 1 September 2023. The indicative Issue Margin
range for the 2031 Bonds is 2.40% to 2.55% per annum. In any case, the Interest Rate will not be less than the
Minimum Interest Rate of 7.05% per annum.
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

2
Full details of the offer, including on how the Interest Rate for the 2031 Bonds will be calculated, is set out in the
Indicative Terms Sheet that is available to download on Infratil's website.
The Issue Margin and the Interest Rate will be announced by Infratil on 1 September 2023 via NZX and will be
available on Infratil's website www.infratil.com/for-investors/our-bonds together with an updated Terms Sheet.
How do I apply?
•If you want to participate in the Firm Offer you should contact a Joint Lead Manager, your financial
adviser or any primary market participant for information on how to acquire the 2031 Bonds. You can
find a primary market participant by visiting www.nzx.com/services/market-participants/find-a-
participant.
•The Exchange Offer is only open to current holders of 2023 Bonds. If you are not a current holder of
2023 Bonds you are able to participate through the Firm Offer only.
If you are interested in further information we suggest that you contact your usual financial adviser or one of
the Joint Lead Managers whose details are contained within the Indicative Terms Sheet.
Yours sincerely
Tom Robertson
Infratil Treasury and Risk Manager

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Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
28 August 2023
Dear Bondholder
Infratil Limited (Infratil) has announced that it is making a new offer of 7½ year unsecured, unsubordinated,
fixed rate infrastructure bonds (2031 Bonds). The bonds will mature on 15 March 2031.
Information about the offer and the 2031 Bonds is available on Infratil’s website www.infratil.com/for-
investors/our-bonds where you can download a copy of the Indicative Terms Sheet.
Offer structure
The offer comprises two separate parts:
•A firm offer of up to $50,000,000 of 2031 Bonds (with the ability to accept oversubscriptions of up to
$25,000,000 at Infratil's absolute discretion) which will be available to New Zealand clients of the Joint
Lead Managers, approved financial intermediaries and other primary market participants invited to
participate in the bookbuild process (Firm Offer). The Firm Offer is now open and will close on 1
September 2023.
•An exchange offer of up to $122,103,683 of 2031 Bonds under which all New Zealand resident holders
of the IFT210 bonds maturing on 15 September 2023 (2023 Bonds) will have the opportunity to
exchange some or all of their maturing 2023 Bonds for 2031 Bonds (Exchange Offer). The Exchange
Offer will open following the closing of the Firm Offer on 4 September 2023 and close on 13 September
2023. All eligible holders of the 2023 Bonds who submit a valid application will have their applications
satisfied in full up to a maximum of the number of 2023 Bonds they hold. There is no ability to apply
for additional 2031 Bonds under the Exchange Offer.
The timing of the Exchange Offer is designed to ensure eligible holders of the 2023 Bonds can have certainty on
the interest rate applicable to the 2031 Bonds when they elect whether to participate in the Exchange Offer.
Eligible applicants can be certain that their application will be satisfied in full up to the amount of their existing
investment.
The offer is being made as an offer of debt securities of the same class as existing quoted debt securities pursuant
to the Financial Markets Conduct Act 2013. The 2031 Bonds are expected to be quoted on the NZX Debt Market
under the ticker code IFT340.
Interest Rate
The Interest Rate will be the greater of:
(a)the Minimum Interest Rate of 7.05% per annum; and
(b)the sum of the Issue Margin and the Base Rate determined on 1 September 2023 when the Firm Offer
closes.
The Issue Margin will be set following a bookbuild process on 1 September 2023. The indicative Issue Margin
range for the 2031 Bonds is 2.40% to 2.55% per annum. In any case, the Interest Rate will not be less than the
Minimum Interest Rate of 7.05% per annum.

2
Full details of the offer, including on how the Interest Rate for the 2031 Bonds will be calculated, is set out in the
Indicative Terms Sheet that is available to download on Infratil's website.
The Issue Margin and the Interest Rate will be announced by Infratil on 1 September 2023 via NZX and will be
available on Infratil's website www.infratil.com/for-investors/our-bonds together with an updated Terms Sheet.
How do I apply?
• If you want to participate in the Firm Offer you should contact a Joint Lead Manager, your financial
adviser or any primary market participant for information on how to acquire the 2031 Bonds. You can
find a primary market participant by visiting www.nzx.com/services/market-participants/find-a-
participant.
• If you would like to participate in the Exchange Offer the online portal will be available at
www.infratilbondexchangeoffer.com from 8.30am on 4 September 2023. To complete your online
application, you will need your CSN/Holder Number and the unique Entitlement Number for the
Exchange Offer. Your online acceptance details are:
o CSN/Holder Number: [•]
o Entitlement Number: [•]
We strongly encourage you to use the online portal to avoid missing out due to postal delays, or due to issues
processing manual applications. The online portal will be available until the Exchange Offer closes at 5.00pm
on 13 September 2023.
If you are unable to complete the online application please go to Infratil’s website www.infratil.com/for-
investors/our-bonds and download a copy of the Indicative Terms Sheet which includes an application form for
completion, or alternatively contact Link Market Services on applications@linkmarketservices.co.nz or call 09
375 5998 if you have any questions on how to participate in the Exchange Offer. You must return a completed
application form so that it is received by the Registrar no later than 5.00pm on 13 September 2023.
If you decide not to participate in the Exchange Offer, or to only exchange some of your 2023 Bonds, then the
payment of the face value of your 2023 Bonds that are not exchanged will be made by direct credit into your
nominated bank account on 15 September 2023, together with the final interest payment. If you need to
update your nominated bank account or other contact details please visit the Link Investor Centre
(investorcentre.linkgroup.nz) to update online.
If you are interested in further information we suggest that you contact your usual financial adviser or one of
the joint lead managers whose details are contained within the Indicative Terms Sheet.

Yours sincerely


Tom Robertson
Infratil Treasury and Risk Manager

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Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
28 August 2023
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets
Conduct Regulations 2014
Infratil Limited ("Infratil") gives notice under clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014 ("Regulations") that it proposes to make an offer for the issue of bonds due 15 March 2031 ("2031
Bonds"), in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
("FMCA").
The main terms of the offer and the 2031 Bonds are set out in the attached Terms Sheet. Except for the interest
rate and maturity date, the 2031 Bonds will have identical rights, privileges, limitations and conditions 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 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 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 31 July 2029, which have an interest rate of 6.90% per annum and which are
currently quoted on the NZX Debt Market under the ticker code IFT330 ("IFT330 Bonds");
• 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 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,

(the "Quoted Bonds"), and therefore are of the same class as the Quoted Bonds for the purposes of the FMCA and
the Regulations. The Quoted Bonds (except the IFT330 Bonds) have been continuously quoted on the NZX Debt
Market over the preceding 3 months.
1

As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Quoted Bonds; and
• its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for the purposes of the
Regulations.
As at the date of this notice, there is no other information that would be required to be disclosed under a
continuous disclosure obligation or which would be excluded information required to be disclosed for the purposes
of the Regulations if the Quoted Bonds had had the same redemption date or interest rate as the 2031 Bonds being
offered.
For further information, please contact: Tom Robertson, Treasury & Risk Manager, Infratil Limited on 04 550 5432

1
Infratil's IFT330 Bonds were first quoted on the NZX Debt Market on 1 August 2023 and therefore have not been quoted on the NZX Debt
Market for more than 3 months.