AIA announces terms sheet for retail bond issu

5260988.2
 


Market Release | 26 October 2023

Auckland Airport announces terms
sheet for retail bond issue

Further to Auckland International Airport Limited’s announcement earlier today, the
final terms sheet relating to the issue of unsecured, unsubordinated fixed rate bonds
is attached.

Ends

For assistance, please contact:

Campbell De Morgan
Treasury Specialist
+64 27 478 3243
campbell.demorgan@aucklandairport.co.nz

ANZ Bank New Zealand Limited (ANZ)
0800 269 476

Commonwealth Bank of Australia (ABN 48 123 123 124) (acting through its New
Zealand branch) (CBA)
0800 272 266

 

Final terms sheet for fixed rate bonds due 2 November 2029
This Terms Sheet is prepared in respect of an offer by Auckland International Airport Limited (Auckland
Airport) of NZ$250,000,000 of fixed rate bonds (Bonds) under its master trust deed dated 9 July 2004
(as amended and restated from time to time), as modified and supplemented by the supplemental trust
deed dated 18 October 2023 entered into between Auckland International Airport Limited and The New
Zealand Guardian Trust Company Limited (Supervisor) (together, Trust Documents).
Important Notice
The offer of Bonds is being made in reliance upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the Bonds
will have identical rights, privileges, limitations and conditions as Auckland Airport’s:
(a) 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November 2023 which are quoted
on the NZX debt market under the ticker code AIA210;
(b) 3.51% NZ$150,000,000 fixed rate bonds maturing on 10 October 2024 which are quoted on
the NZX debt market under the ticker code AIA230;
(c) 3.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2026 which are quoted
on the NZX debt market under the ticker code AIA240;
(d) 5.67% NZ$225,000,000 fixed rate bonds maturing on 9 May 2028 which are quoted on the
NZX debt market under the ticket code AIA250; and
(e) 5.29% NZ$150,000,000 fixed rate bonds maturing on 17 November 2028 which are quoted
on the NZX debt market under the ticket code AIA260,
(together, Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the purposes of
the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).
Auckland Airport 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
https://www.nzx.com/companies/AIA.
Investors should look to the market price of the Quoted Bonds to find out how the market assesses the
returns and risk premium for those bonds.
Dated 26 October 2023

2


 
Issuer Auckland International Airport Limited.
Description of Bonds Direct, unsecured, unsubordinated, fixed rate debt obligations of
Auckland Airport ranking equally and without preference among
themselves and equally with all other outstanding unsecured and
unsubordinated indebtedness of Auckland Airport (except
indebtedness preferred by law).
Purpose General corporate purposes.
Joint Lead Managers ANZ Bank New Zealand Limited and Commonwealth Bank of Australia
(ABN 48 123 123 124) (acting through its New Zealand branch)
Credit Ratings Expected Long-Term Issue Credit
Rating
Long-Term Issuer Credit Rating
A- S&P Global Ratings A- S&P Global Ratings
Further information about S&P Global Ratings credit rating scale is
available at www.standardandpoors.com. A credit rating is not a
recommendation to invest in the Bonds and may be subject to
revision, suspension or withdrawal at any time.
Issue Amount NZ$250,000,000.
Opening Date Tuesday, 24 October 2023, immediately following release via NZX of
the notice required by the FMC Regulations in connection with the
offer.
Closing Date Thursday, 26 October 2023.
Rate Set Date Thursday, 26 October 2023.
Issue Date and allotment date Thursday, 2 November 2023
Maturity Date Friday, 2 November 2029

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Interest Rate 6.22 per cent per annum, being the aggregate of the Base Rate and
the Margin on the Rate Set Date.
Base Rate The semi-annual mid-market swap rate for an interest rate swap of a
term matching the period from the Issue Date to the Maturity Date as
calculated by the Joint Lead Managers in accordance with market
convention with reference to Bloomberg page ICNZ4 on the Rate Set
Date and expressed on a semi-annual basis, rounded to 2 decimal
places, if necessary with 0.005 being rounded up.
Margin 1.00 per cent per annum.
Interest Payment Dates 2 May and 2 November in each year until and including the Maturity
Date.
First Interest Payment Date 2 May 2024
Frequency of interest
payments
Semi-annually (half annual amount) in arrears on each Interest
Payment Date.
If an Interest Payment Date falls on a day that is not a Business Day,
the relevant payment will be made on the next day which is a Business
Day, without adjustment, interest or further payment as a result
thereof.
Issue price / Principal Amount NZ$1.00 per Bond.
Minimum Principal Amount
and minimum holding amount
The Minimum Principal Amount and minimum holding amount in
respect of the Bonds is NZ$10,000 and multiples of NZ$1,000
thereafter.
Record Date 10 calendar days before an Interest Payment Date or, if not a
Business Day, the immediately preceding Business Day.
Business Day A day (other than a Saturday or Sunday) on which registered banks
are generally open for business in Wellington and Auckland.

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Quotation The Bonds will be quoted under NZX Debt Market Ticker Code:
AIA270.
Expected date of initial
quotation and trading on the
NZX Debt Market
It is expected that quotation on the NZX Debt Market will occur on 3
November 2023.
Registrar Link Market Services Limited.
ISIN NZAIAD0270L6.
Repo-eligibility Auckland Airport intends to apply to the Reserve Bank of New Zealand
for the Bonds to be included as eligible securities for domestic market
operations.
Early repayment In the case of an event of default as set out in the Trust Documents,
which is continuing unremedied, the Supervisor may, and immediately
upon being directed to do so by an extraordinary resolution (as
defined under the Trust Documents) of holders of Bonds of this series
must, declare the principal amount and accrued interest on the Bonds
to be immediately due and payable.
If the Bonds are declared due and payable prior to the Maturity Date,
interest will be payable at the Interest Rate from the most recent
Interest Payment Date to and including the date of repayment.
Governing law New Zealand.

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Who may apply All of the Bonds are reserved for clients of the Joint Lead Managers,
primary market participants and other approved financial
intermediaries.
There is no public pool for the offer. Investors wishing to purchase the
Bonds should contact their broker or financial adviser. In respect of
any oversubscriptions or generally, any allotment of Bonds will be at
Auckland Airport’s discretion, in consultation with the Joint Lead
Managers. Auckland Airport reserves the right to refuse to make any
allotment (or part thereof) without giving any reason.
Each investor’s broker or financial adviser will be able to advise them
as to what arrangements will need to be put in place for the investor
to trade the 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.
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001
(the SFA), Auckland Airport has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the
Bonds are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018).
Selling restrictions The selling restrictions set out in the schedule to this Terms Sheet
apply.

Important Information
The dates and times set out in this Terms Sheet are indicative only. The indicative margin, issue
amount, dates and times are subject to change. Auckland Airport has the right in its absolute discretion
and without notice to amend the indicative margin and issue amount, close the offer early, to extend
the Closing Date, or to choose not to proceed with the offer. If the Closing Date is extended, subsequent
dates may be extended accordingly.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly
stated otherwise, the content of any such internet site is not incorporated by reference into, and does
not form part of, this Terms Sheet.
Copies of the Trust Documents will be made available by Auckland Airport for inspection during usual
business hours by any bondholder at the office of Auckland Airport at the address below (or such office
as Auckland Airport may notify the bondholders from time to time).

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The Joint Lead Managers and their respective directors, officers, employees and agents: (a) have not
authorised or caused the issue of, or made any statement in, any part of this Terms Sheet; (b) do not
make any representation, recommendation or warranty, express or implied regarding the origin, validity,
accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information,
statement or opinion contained in this Terms Sheet; and (c) to the extent permitted by law, do not
accept any responsibility or liability for this Terms Sheet or for any loss arising from this Terms Sheet or
its contents or otherwise arising in connection with the offer of Bonds.
Investors are personally responsible for ensuring compliance with all relevant laws and regulations
applicable to them (including any required registrations). Investors should seek qualified, independent
legal, financial and taxation advice before deciding to invest.
For further information regarding Auckland Airport, visit https://www.nzx.com/companies/AIA.

Address details
Auckland International Airport Limited
First Floor
4 Leonard Isitt Drive
Auckland Airport
Manukau 2022

ANZ Bank New Zealand Limited
ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand

Commonwealth Bank of Australia
(ABN 48 123 123 124)
(acting through its New Zealand branch)
Level 6, ASB North Wharf
12 Jellicoe Street
Auckland 1010

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Schedule – Selling restrictions
Part A - Initial Selling Restrictions
The Bonds may only be offered in New Zealand in conformity with all applicable laws and regulations in
New Zealand. In respect of the initial offer of Bonds by Auckland Airport under this Terms Sheet (Initial
Offer), no Bonds may be offered in any other country or jurisdiction except in conformity with all
applicable laws and regulations of that country or jurisdiction and the selling restrictions set out below
in this Part A. This Terms Sheet may not be published, delivered or distributed in or from any country or
jurisdiction except under circumstances which will result in compliance with all applicable laws and
regulations in that country or jurisdiction and the selling restrictions set out below in this Part A. For the
avoidance of doubt, the selling restrictions set out below in this Part A apply only in respect of the Initial
Offer.
No action has been or will be taken by the Issuer which would permit an offer of Bonds to the public, or
possession or distribution of any offering material, in any country or jurisdiction where action for that
purpose is required (other than New Zealand).
By its subscription for or purchase of the Bonds, each bondholder agrees to indemnify the Issuer, the
Joint Lead Managers and the Supervisor and each of their respective directors, officers and employees
for any loss, cost, claim, fine, damages, liability or expense sustained or incurred by any of them by
reason of any breach of the selling restrictions.
United States of America
The Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the
Securities Act), or the securities laws of any state or other jurisdiction of the United States and may not
be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)) except in accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state or
local securities laws.
None of Auckland Airport, any Joint Lead Manager nor any person acting on its or their behalf has
engaged or will engage in any directed selling efforts in relation to the Bonds, and each of Auckland
Airport and the Joint Lead Managers has complied and will comply with the offering restrictions
requirements of Regulation S under the Securities Act.
The Bonds will not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the completion of
the distribution of all Bonds of the Tranche of which such Bonds are part, as determined and certified
by the Joint Lead Managers, except in accordance with Rule 903 of Regulation S. Any Bonds 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 Bonds covered hereby have not been registered under the United States Securities Act
of 1933, as amended (the Securities Act) or with any securities regulatory authority of any

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state or other jurisdiction of the United States and may not be offered or sold within the United
States, or to or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act) (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 Bonds and the closing date except in
either case pursuant to a valid exemption from registration in accordance with Regulation S
under the Securities Act. Terms used above have the meaning given to them by Regulation S
under the Securities Act."
Until 40 days after the completion of the distribution of all Bonds or the Tranche of which those Bonds
are a part, an offer or sale of the Bonds within the United States by the Joint Lead Managers or any
dealer or other distributor (whether or not participating in the offering) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with
Regulation S.
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Bonds have been offered and no
Bonds will be offered that are the subject of the offering contemplated by this Terms Sheet in relation
thereto to the public in that Member State except that an offer of Bonds to the public in the Member
State may be made:
(a) to any legal entity which is a qualified investor as defined in the EU Prospectus
Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined
in the EU Prospectus Regulation) subject to obtaining the prior consent of the Joint
Lead Managers nominated by Auckland Airport for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus
Regulation,
provided that no such offer of the Bonds shall require Auckland Airport or any Joint Lead Manager to
publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression offer of Bonds to the public in relation to any Bonds
in any Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase
or subscribe for the Bonds and the expression EU Prospectus Regulation means Regulation (EU)
2017/1129.
United Kingdom
Prohibition of Sales to UK Retail Investors
No Bonds have been offered and no Bonds will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to the public in the United Kingdom except that it
may make an offer of Bonds to the public in the United Kingdom:

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(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK
Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined
in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to
obtaining the prior consent of the Joint Lead Managers for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and
Markets Act 2000 (FSMA),
provided that no such offer of the Bonds shall require the Issuer or the Joint Lead Managers to publish
a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of
the UK Prospectus Regulation.
For the purposes of this provision, the expression offer of Bonds to the public in relation to any Bonds
means the communication in any form and by any means of sufficient information on the terms of the
offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the
Bonds and the expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Other UK Regulatory Restrictions
Each Joint Lead Manager has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or
sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to Auckland
Airport.
All applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or
otherwise involving the United Kingdom must be complied with.
Japan
The Bonds have not been and will not be registered in Japan pursuant to Article (4), Paragraph 1 of the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the FIEA) in
reliance upon the exemption from the registration requirements since the offering constitutes the small
number private placement as provided for in "ha" of Article (2), Paragraph 3, Item 2 of the FIEA. A
Japanese Person who transfers the Bonds shall not transfer or resell the Bonds except where the
transferor transfers or resells all the Bonds en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
Singapore
This Terms Sheet has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this Terms Sheet and any other document or material in connection with the offer or sale,
or invitation for subscription or purchase, of the Bonds has not been, and will not be, circulated or
distributed, nor have the Bonds been, nor will they be, offered or sold, or be made the subject of an

5309669.1 10

 
invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other
than (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the
SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of
the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA, or (c) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where the Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which
is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited
investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary of the trust is an individual who is an
accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of
that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the Bonds pursuant to an
offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities
and Securities-based Derivatives Contracts) Regulations 2018.
Hong Kong
No Bonds have been offered or sold or will be or may be offered or sold in Hong Kong, by means of any
document, other than (a) to professional investors as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other circumstances
which do not result in the document being a prospectus as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute
an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Bonds may be issued or in the possession of
any person or will be issued or be in the possession of any person in each case for the purpose of issue,
whether in Hong Kong or elsewhere, which 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

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Hong Kong) other than with respect to the Bonds which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made
under the SFO.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Bonds (including this Terms Sheet) has been, or will be, lodged
with, or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Bonds for issue, sale or purchase
in, to or from Australia (including an offer or invitation which is received by a person
in Australia); and
(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or any
other offering material or advertisement relating to the Bonds in Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree or invitee
is at least A$500,000 (or its equivalent in an alternative currency and, in
either case, disregarding moneys lent by the offeror or its associates) or
the offer or invitation otherwise does not require disclosure to investors in
accordance with Part 6D.2 or Chapter 7 of the Corporations Act;
(ii) the offer or invitation is not made to a person who is a “retail client” within
the meaning of section 761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives
(including, without limitation, the licensing requirements set out in Chapter
7 of the Corporations Act); and
(iv) such action does not require any document to be lodged with, or registered
by, ASIC or any other regulatory authority in Australia.
By applying for the Bonds under this Terms Sheet, each person to whom the Bonds are issued (an
Investor):
(a) will be deemed by the Issuer and each of the Joint Lead Managers to have
acknowledged that if any Investor on-sells the Bonds within 12 months from their
issue, the Investor will be required to lodge a prospectus or other disclosure
document (as defined in the Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one of the categories set out in sections
708(8) or 708(11) of the Corporations Act to whom it is lawful to offer the
Bonds in Australia without a prospectus or other disclosure document
lodged with ASIC; or

5309669.1 12

 
(ii) the sale offer is received outside Australia; and
(b) will be deemed by the Issuer and each of the Joint Lead Managers to have
undertaken not to sell those Bonds in any circumstances other than those described
in paragraphs (a)(i) and (a)(ii) above for 12 months after the date of issue of such
Bonds.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or public
offering of any Bonds in Australia.
Part B - General Selling Restrictions
The Bonds may only be offered for sale or sold in New Zealand in conformity with all applicable laws and
regulations in New Zealand. No Bonds may be offered for sale or sold in any other country or jurisdiction
except in conformity with all applicable laws and regulations of that country or jurisdiction. No offering
document or other offering material in respect of the Bonds may be published, delivered or distributed
in or from any country or jurisdiction except under circumstances which will result in compliance with all
applicable laws and regulations in that country or jurisdiction. No action has been or will be taken by
the Issuer which would permit an offer of Bonds to the public, or possession or distribution of any
offering material, in any country or jurisdiction where action for that purpose is required (other than New
Zealand).
By its subscription for or purchase of the Bonds, each Holder agrees to indemnify the Issuer, the Joint
Lead Managers, and the Supervisor and each of their respective directors, officers and employees for
any loss, cost, claim, fine, damages, liability or expense sustained or incurred by any of them by reason
of any breach of the selling restrictions.