Capital Change Notices – Convertible Notes (PCTHB & PCTHC)

Capital Change Notice





Section 1: Issuer information
Name of issuer Precinct Properties New
Zealand Limited (“Precinct
NZ”)
NZX ticker code PCTHB
Class of financial product Interest bearing subordinated
convertible notes (“Notes”)
ISIN (If unknown, check on NZX website) NZPCTDG002C4
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 65,000,000
Nominal value (if any) NZ$65,000,000.00
Issue price per security NZ$1.00
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid up
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
100%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
As set out in the replacement
product disclosure statement
dated 1 September 2023.

Subject to the cash election
described below, all
outstanding Notes will be
converted into ordinary shares
of Precinct NZ on 21
September 2026. 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
shares and Precinct
Investments shares will be
stapled under the Stapling
Deed (“Stapled Shares").
However, rather than
converting the Notes into
ordinary shares of Precinct NZ,
Precinct NZ may elect to

instead pay a cash amount to
noteholders at the end of the
term.

The number of Stapled Shares
to be issued following
conversion of the Notes will be
determined by dividing the
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 $1.36; and
2. the Market Price.

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)
the conversion announcement
date (expected to be 14
September 2026).

The conversion price cap may
be adjusted in certain
circumstances
Reason for issue and specific authority for issue (the reason
for change must be identified here)
The proceeds of the offer will
be used to repay existing bank
debt as well as for general
corporate purposes.

Specific authority for issue:
Resolutions of the Board of
Directors of Precinct NZ
passed on 22 August 2023
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
65,000,000

Nil Treasury Stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Resolutions of the Board of
Directors of Precinct NZ
passed on 22 August 2023.

Capital Change Notice


Rule 4.5.1 for the issuance of
the Notes (as if that rule
applied to the Notes).

Rule 4.9.1(b)(i) for the
issuance of shares on
conversion of the Notes
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out in the supplemental
trust deed (2026 notes) dated
25 August 2023 (as amended
on 1 September 2023) and the
replacement product
disclosure statement dated 1
September 2023
Date of issue 21/09/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Richard Hilder, Chief Financial
Officer
Contact person for this announcement Richard Hilder
Contact phone number +64 29 969 4770
Contact email address richard.hilder@precinct.co.nz
Date of release through MAP

21/09/2023

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Capital Change Notice




Section 1: Issuer information
Name of issuer Precinct Properties New
Zealand Limited (“Precinct
NZ”)
NZX ticker code PCTHC
Class of financial product Interest bearing subordinated
convertible notes (“Notes”)
ISIN (If unknown, check on NZX website) NZPCTDG003C2
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 85,000,000
Nominal value (if any) NZ$85,000,000.00
Issue price per security NZ$1.00
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid up
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
100%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
As set out in the replacement
product disclosure statement
dated 1 September 2023.

Subject to the cash election
described below, all
outstanding Notes will be
converted into ordinary shares
of Precinct NZ on 21
September 2027. 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
shares and Precinct
Investments shares will be
stapled under the Stapling
Deed (“Stapled Shares").
However, rather than
converting the Notes into
ordinary shares of Precinct NZ,
Precinct NZ may elect to
instead pay a cash amount to

noteholders at the end of the
term.

The number of Stapled Shares
to be issued following
conversion of the Notes will be
determined by dividing the
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 $1.40; and
2. the Market Price.

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)
the conversion announcement
date (expected to be 14
September 2027).

The conversion price cap may
be adjusted in certain
circumstances
Reason for issue and specific authority for issue (the reason
for change must be identified here)
The proceeds of the offer will
be used to repay existing bank
debt as well as for general
corporate purposes.

Specific authority for issue:
Resolutions of the Board of
Directors of Precinct NZ
passed on 22 August 2023
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
85,000,000

Nil Treasury Stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Resolutions of the Board of
Directors of Precinct NZ
passed on 22 August 2023.

Capital Change Notice

Rule 4.5.1 for the issuance of
the Notes (as if that rule
applied to the Notes).

Rule 4.9.1(b)(i) for the
issuance of shares on
conversion of the Notes
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out in the supplemental
trust deed (2027 notes) dated
25 August 2023 (as amended
on 1 September 2023) and the
replacement product
disclosure statement dated 1
September 2023
Date of issue 21/09/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Richard Hilder, Chief Financial
Officer
Contact person for this announcement Richard Hilder
Contact phone number +64 29 969 4770
Contact email address richard.hilder@precinct.co.nz
Date of release through MAP

21/09/2023