Final terms sheet for subordinated convertible notes offer

Precinct Auckland Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267

NZX announcement – 8 September 2023
Final terms sheet for subordinated convertible notes offer
Further to Precinct Properties New Zealand Limited’s (Precinct NZ) announcement earlier today, the final terms sheet
relating to its issue of two series of subordinated convertible notes has been provided to the NZX with this
announcement and is available at www.precinctnotesoffer.co.nz.
Full details of the offer are contained in the Product Disclosure Statement (PDS) dated 1 September 2023, which is
available on the Disclose Register at www.companiesoffice.govt.nz/disclose. The PDS is also available at
www.precinctnotesoffer.co.nz or by contacting a Joint Lead Manager (details below).


Arranger and Joint Lead Manager

Jarden Securities Limited


Phone: 0800 005 678

Joint Lead Managers


Craigs Investment Partners Limited Forsyth Barr Limited


Phone: 0800 226 263 Phone: 0800 367 227


Ends

For further information, please contact:

Scott Pritchard
Chief Executive Officer
Mobile: +64 21 431 581
Email: scott.pritchard@precinct.co.nz

George Crawford
Deputy Chief Executive Officer
Mobile: +64 21 384 014
Email: george.crawford@precinct.co.nz

Richard Hilder
Chief Financial Officer
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz

Precinct Auckland Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
About Precinct Properties Group

Listed on the NZX Main Board under the ticker code PCT and ranked in the NZX top 20, the Precinct Properties Group is
the largest owner, manager and developer of premium inner-city real estate in Auckland and Wellington. The Precinct
Properties Group is predominantly invested in office buildings and also includes investment in Generator, Commercial
Bay retail, third party capital partnerships, and a multi-unit residential development business. For information visit:
www.precinct.co.nz

On 1 July 2023, Precinct NZ effected a restructuring to create a stapled group structure. A stapled group comprises
two listed parent companies whose shares are held by the same shareholders in equal proportions. The shares in each
parent company can only be transferred or dealt with together.

Shareholders in Precinct Properties Group hold an equal number of shares in Precinct Properties New Zealand Limited
and Precinct Properties Investments Limited and these shares can only be dealt with together. The stapled issuers are
described as “Precinct Properties NZ Ltd & Precinct Properties Investments Ltd (NS)” on NZX systems and the ticker
code for the stapled shares remains PCT.

---

P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D
F I N A L T E R M S S H E E T
8 SEPTEMBER 2023
OFFER OF TWO SERIES OF SUBORDINATED CONVERTIBLE NOTES
www.precinctnotesoffer.co.nz
Arranger and Joint Lead ManagerJoint Lead Managers

02
FINAL TERMS SHEET
FINAL TERMS SHEET
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
FOR AN OFFER OF TWO SERIES OF SUBORDINATED CONVERTIBLE NOTES
This terms sheet should be read together with the Product Disclosure Statement dated 1 September 2023 (PDS) for the offer of two
series of subordinated convertible notes by Precinct Properties New Zealand Limited (Offer). The PDS is available at
www.precinctnotesoffer.co.nz or can be obtained from the Joint Lead Managers or your usual financial advisor. Investors must obtain
a copy of the PDS before they apply for Notes.
Capitalised terms used but not defined in this terms sheet have the meanings given to them in the PDS.
IssuerPrecinct Properties New Zealand Limited (Precinct NZ).
DescriptionSubordinated convertible notes in two series (the 2026 Notes and the 2027 Notes, and together the
Notes). 
Subject to a Cash Election by Precinct NZ as described below, the Notes will Convert into ordinary
shares in Precinct NZ.
If Precinct NZ issues shares on Conversion, Precinct Properties Investments Limited (Precinct
Investments), must issue a corresponding number of fully paid ordinary shares for no consideration.
The Precinct NZ and Precinct Investments shares will be stapled under the Stapling Deed described
below (Stapled Shares).
About the Precinct NZ Group
and the Stapled Structure
The Precinct NZ Group includes Precinct NZ and the companies that it owns.
The Precinct NZ Group is part of the Precinct Properties Group, which includes Precinct NZ and
Precinct Investments together and any companies that either of them own. The Precinct Properties
Group is a stapled structure pursuant to a stapling deed dated 7 June 2023 (Stapling Deed). A stapled
structure comprises two listed parent companies whose shares are held by the same shareholders in
equal proportions. The shares in each parent company are "stapled" together, meaning they can
only be transferred or dealt with together. Each Stapled Share comprises one ordinary share of
Precinct NZ and one ordinary share of Precinct Investments.
The Precinct NZ Group, and the Precinct Properties Group of which it is part, is New Zealand’s only
listed city centre real estate specialist, investing predominantly in premium and A-Grade city centre
real estate.
Subordinated Guarantee
The Notes are guaranteed by Precinct Investments under a Subordinated Guarantee.  Precinct
Investments is not a member of the Precinct NZ Group but is a member of the Precinct Properties
Group and is an associated person of Precinct NZ.
The Subordinated Guarantee is not limited or subject to conditions.
The Subordinated Guarantee does not have the benefit of any security and is subordinated. This
means that Precinct Investments’ obligations under the Subordinated Guarantee will be subordinated
to its unsubordinated obligations (including its secured obligations as guarantor of Precinct NZ’s bank
borrowing, USPP Notes and Secured Bonds, and to trade creditors).
Purpose
The proceeds of the Offer (net of issue costs) are expected to be used to repay existing bank debt
and for general corporate purposes.
No credit ratings
The Notes will not be rated.
Issue size
$150,000,000 of Notes, made up of:
• $65,000,000 of 2026 Notes; and
• $85,000,000 of 2027 Notes.
Issue price
$1.00 per Note, being the Principal Amount of each Note.
Term
2026 Notes: 3 years with a Conversion Date of 21 September 2026.
2027 Notes: 4 years with a Conversion Date of 21 September 2027.
Conversion DateFor 2026 Notes: 21 September 2026.
For 2027 Notes: 21 September 2027.
The Notes may Convert before the relevant Conversion Date in some circumstances. See the “Early
Conversion” section below for further information.

03
FINAL TERMS SHEET
Conversion
On the relevant Conversion Date, all outstanding Notes in a series will be Converted and Stapled
Shares will be issued, subject to a Cash Election.
The number of Stapled Shares to be issued following Conversion of each holding of Notes will be
determined by dividing their Principal Amount (together with any Unpaid Interest (and any interest
thereon)) by the Conversion Price, which is the lesser of:
1. the Conversion Price Cap of:
• for the 2026 Notes: $1.36; and
• for the 2027 Notes: $1.40; and
2. the Market Price (calculated as per the statement below).
The Market Price is determined based on the arithmetic average of the daily volume weighted
average price of Stapled Shares on the NZX Main Board in the 20 Business Days prior to (but not
including) each Conversion Announcement Date, as described in section 6 of the PDS (
Key features
of the Notes
).
The Conversion Announcement Date is 5 Business Days before the relevant Conversion Date.
The Conversion Price Cap may be adjusted in certain circumstances as further described in the PDS.
Please refer to the PDS for example scenarios of Conversion at different Market Prices.
Conversion Price Cap
Adjustments
The Conversion Price Cap will be adjusted for bonus issues, rights issues, placements or Share
Purchase Plans and divisions as described further in the PDS.
However, no adjustments will be made in respect of any actions pursuant to a dividend reinvestment
plan, any further issuances of convertible notes, or any other transactions which may affect the price
of the Stapled Shares (including, for example, any return of capital, buy back or cash dividend paid
by Precinct NZ or Precinct Investments).
Cash Election
Rather than Converting a series of Notes, Precinct NZ may elect to instead pay a cash amount to
Noteholders at the end of the term.  In this case, Noteholders would be paid an amount equal to the
Market Price (calculated as set out above) of all the Stapled Shares that would have otherwise been
issued to them on Conversion of their Notes, so that they receive an equivalent value to those
Stapled Shares (as determined under the terms of the Notes) and will similarly benefit from any
appreciation of the Stapled Share price above the relevant Conversion Price Cap prior to the
Conversion Date.
Precinct NZ may only elect to pay the cash amount if it is not insolvent and no event of default in
respect of borrowed money is continuing (and Precinct NZ would not become insolvent, and no such
event of default would occur, as a result of making such payment) (the Payment Condition).
Precinct NZ will announce whether it intends to make a Cash Election for a series of Notes via NZX on
or before the Conversion Announcement Date, being the date that is 5 Business Days before the
relevant Conversion Date.

04
FINAL TERMS SHEET
FINAL TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Early Conversion
The Notes may be Converted prior to the relevant Conversion Date:
• after an Event of Default;
• at the Noteholders’ option after a Compulsory Acquisition Event; or
• at Precinct NZ’s option after a Tax Event,
as described further in the PDS.
A Compulsory Acquisition Event will occur if any person (or persons acting jointly or in concert)
become bound, or become entitled and elect, to compulsorily acquire Stapled Shares held by
minority Shareholders, whether following a takeover offer, a scheme of arrangement or otherwise
(except for the interposition of a non-operating holding company or similar, as described further in
the PDS).
Broadly, a Tax Event will 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 Notes is not, or will not be, allowed as a deduction for the purposes of
New Zealand income tax; or
• Precinct NZ would be, or is likely to be, exposed to any other adverse tax consequence in relation
to any Notes,
provided such event is not minor and Precinct NZ did not expect such event on the Issue Date.
The Cash Election does not apply to any Conversion before the Conversion Date.
Interest Rate
The Interest Rate has been set at:
• for the 2026 Notes: 7.56% per annum; and
• for the 2027 Notes: 7.53% per annum.
The Interest Rate for both series of Notes equals the sum of the issue margin and the Swap Rate.
Issue margin
The issue margin is:
• for the 2026 Notes: 2.40% per annum; and
• for the 2027 Notes: 2.55% per annum.
Swap Rate
The mid-market 3-year swap rate (adjusted to a quarterly basis as necessary) in respect of the 2026
Notes and the mid-market 4-year swap rate (adjusted to a quarterly basis as necessary) in respect of
the 2027 Notes, in each case for a term commencing on the Issue Date and determined on the Rate
Set Date by Precinct NZ in conjunction with the Arranger in accordance with market convention, by
reference to Bloomberg page ICNZ4 (or any successor page) (rounded to 2 decimal places if
necessary, with 0.005 rounded up).
Interest Payment Dates
Quarterly in arrear in equal amounts on 21 March, 21 June, 21 September and 21 December each
year (or if that day is not a Business Day, the next Business Day) until and including the relevant
Conversion Date, with the first Interest Payment Date being 21 December 2023.
Interest payments may be suspended in certain circumstances as described below.
Interest suspension
Payments of interest on the Notes will be suspended if Precinct NZ does not meet the Payment
Condition (as described above) in respect of such interest.
Any suspended interest payment (Unpaid Interest) will accumulate and interest will accrue on it at the
Interest Rate (compounding on each Interest Payment Date) until paid.  No dividend or other return
will be made to Shareholders while any interest on the Notes is suspended.
Unpaid Interest is required to be paid within 5 Business Days after Precinct NZ meets the Payment
Condition in respect of such interest.  Any Unpaid Interest (including any interest thereon) will be
added to the Principal Amount on Conversion.
Record Date
The record date for interest payments is 5pm (New Zealand time) on the date that is 10 days before
the relevant Interest Payment Date or, if that is not a Business Day, the immediately preceding
Business Day.
Retail Brokerage
0.50% retail brokerage plus 0.50% on retail firm allocations paid by Precinct NZ. No firm fees will be
paid on allocations made in the Shareholder Priority Offer but brokerage of 0.50% will be paid.

05
FINAL TERMS SHEET
ISIN
2026 Notes: NZPCTDG002C4
2027 Notes: NZPCTDG003C2
Quotation
Application has been made to NZX for permission to quote the Notes on the NZX Debt Market and all
the requirements of NZX relating to that quotation that can be complied with on or before the date
of distribution of this terms sheet have been duly complied with.  However, the Notes have not yet
been approved for trading and NZX accepts no responsibility for any statement in this terms sheet. 
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the Financial
Markets Conduct Act 2013.
The following NZX ticker codes have been reserved for the Notes:
• 2026 Notes: PCTHB
• 2027 Notes: PCTHC
Minimum application amount
Shareholder Priority Offer: $1,000.
General Offer: $5,000.
Governing law
New Zealand.
Arranger
Jarden Securities Limited.
Joint Lead Managers
Craigs Investment Partners Limited, Forsyth Barr Limited and Jarden Securities Limited.
Supervisor
The New Zealand Guardian Trust Company Limited.
Registrar
Computershare Investor Services Limited.
Documentation
The terms of the Notes and other key terms of the Offer are set out in:
• The Product Disclosure Statement dated 1 September 2023 for the offer of the Notes.
• The Master Trust Deed dated 27 November 2014 (as amended from time to time) between
Precinct NZ and the Supervisor.
• The Supplemental Trust Deed for each series of Notes dated 25 August 2023 (in each case as
amended on 1 September 2023) between (among others) Precinct NZ and the Supervisor.
The Supplemental Trust Deed amends the application of the Master Trust Deed to the Notes as
subordinated obligations, including disapplying certain provisions set out in the Master Trust Deed
(such as the loan to value ratio, negative pledge and senior guarantees) and amending or replacing
others (including those relating to ranking, redemption and events of default).  The Subordinated
Guarantee for each series of Notes is contained in the Supplemental Trust Deed relating to those
Notes.
You should read these documents. Copies may be obtained from the Disclose Register at
www.companiesoffice.govt.nz/disclose.

06
FINAL TERMS SHEET
FINAL TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
IMPORTANT DATES
Opening Date
4 September 2023
Closing Date for the
Shareholder Priority Offer
7 September 2023 at 5pm (New Zealand time)
Closing Date for the General
Offer
8 September 2023 at 12pm (New Zealand time)
Rate Set Date
8 September 2023
Issue Date and allotment date
21 September 2023
Expected date of initial
quotation and trading of the
Notes on the NZX Debt Market
22 September 2023
Conversion Announcement
Date
5 Business Days before the relevant Conversion Date. On the relevant Conversion Announcement
Date Precinct NZ will announce the final Conversion Price. On or before the relevant Conversion
Announcement Date Precinct NZ will announce whether it intends to make a Cash Election.
Conversion DateFor 2026 Notes: 21 September 2026.
For 2027 Notes: 21 September 2027.
The dates in this terms sheet are indicative only and are subject to change. Precinct NZ may, in its absolute discretion and without
notice, vary the timetable. Any such changes will not affect the validity of any applications received.

07
FINAL TERMS SHEET
SELLING RESTRICTIONS
You may only offer for sale or sell any Note in conformity with all applicable laws and regulations in any jurisdiction in which it is offered,
sold or delivered.
Precinct NZ has not taken and will not take any action which would permit a public offering of Notes, or possession or distribution of
any offering material in respect of the 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 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).
Set out below are specific selling restrictions that apply to an offer of the Notes in the United States, Australia, Hong Kong and
Singapore.  These selling restrictions do not apply to an offer of the Notes in New Zealand.
By subscribing for or otherwise acquiring any Notes, you agree to indemnify, among others, Precinct NZ and the Supervisor for any loss
suffered as a result of any breach by you of the selling restrictions referred to in this terms sheet and the PDS.
Australia
This terms sheet, the PDS and the offer of Notes 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 (the Corporations Act).  Neither this terms sheet nor the PDS is 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 which would be
required in a “disclosure document” under Australian law.  Neither this terms sheet nor the PDS has
been, or will be, lodged or registered with the Australian Securities & Investments Commission or the
Australian Securities Exchange and Precinct NZ is not subject to the continuous disclosure
requirements that apply in Australia.
Prospective investors should not construe anything in this terms sheet or the PDS as legal, business or
tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act.
Investors in Australia should be aware that the offer of Notes and underlying shares for resale in
Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require
disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act
apply to the re-sale.
Hong Kong
WARNING:  Neither this terms sheet nor the PDS have been, or will 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 of Hong Kong (the SFO).  No action has been
taken in Hong Kong to authorise or register this terms sheet or the PDS or to permit the distribution of
this terms sheet or the PDS or any documents issued in connection with them.  Accordingly, the Notes
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 Notes has been or will be issued, or has been
or will be in the possession 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 Notes
that are or are intended to be disposed of only to persons outside Hong Kong or only to professional
investors.  No person allotted Notes 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 terms sheet and the PDS 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
contents of this terms sheet or the PDS, you should obtain independent professional advice.

08
FINAL TERMS SHEET
FINAL TERMS SHEET (CONTINUED)
PRECINCT PROPERTIES NEW ZEALAND, PRODUCT DISCLOSURE STATEMENT
Singapore
Securities and Futures Act Product Classification
: Solely for the purposes of sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the SFA), Precinct NZ has determined,
and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are
“prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018).
This terms sheet, the PDS and any other materials relating to the Notes have not been, and will not be,
lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. 
Accordingly, this terms sheet, the PDS and any other document or materials in connection with the
offer or sale, or invitation for subscription or purchase, of Notes, may not be issued, circulated or
distributed, nor may the Notes 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) Division 1, Part 13 of the SFA, or as otherwise
pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This terms sheet has been given to you on the basis that you are (i) an “institutional investor” (as
defined in the SFA) or (ii) 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 terms sheet
immediately.  You may not forward or circulate this terms sheet to any other person in Singapore.
Any offer is not made to you with a view to the Notes or the underlying 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 Notes or the underlying shares.  As such, investors are advised to acquaint
themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
United States
The Notes and the underlying shares have not been, and will not be, registered under the Securities
Act of 1933 and may not be offered or sold in the United States or to, or for the account or benefit of,
US persons (as defined in Regulation S under the US Securities Act) except in transactions exempt
from, or not subject to, the registration requirements of the US Securities Act.
The Notes will not be offered or sold in the United States or to, or for the account or benefit of, US
persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of
the distribution of all Notes, as determined by the Joint Lead Managers except in accordance with
Rule 903 of Regulation S. Any Notes sold to any distributor, dealer or person receiving a selling
concession, fee or other remuneration during the distribution compliance period require a
confirmation or notice to the purchaser at or prior to the confirmation of the sale to substantially the
following effect:
“The Notes or the underlying shares have not been registered under the US Securities Act of 1933 or
with any securities regulatory authority of any state or other jurisdiction of the United States and may
not be offered or sold in the United States, or to or for the account or benefit of, US persons (i) as part
of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of
the offering of the Notes and the closing date except in either case pursuant to a valid exemption
from registration in accordance with Regulation S under the US Securities Act. Terms used above have
the meaning given to them by Regulation S.”
Until 40 days after the completion of the distribution of all Notes, an offer or sale of the Notes in the
United States by any Joint Lead Manager or any dealer or other distributor (whether or not
participating in the offering) may violate the registration requirements of the US Securities Act if such
offer or sale is made otherwise than in accordance with Regulation S.

P R E C I N C T P R O P E R T I E S N E W Z E A L A N D L I M I T E D
F I N A L T E R M S S H E E T
8 SEPTEMBER 2023
OFFER OF TWO SERIES OF SUBORDINATED CONVERTIBLE NOTES
www.precinctnotesoffer.co.nz
Arranger and Joint Lead ManagerJoint Lead Managers