Channel releases Final Term Sheet for retail bond offer

Unsecured,
Unsubordinated,
6 year fi xed
rate bonds
3 November 2023
Joint Lead Managers:
Final Terms
Sheet

Final terms sheet dated 3 November 2023
Unsecured, unsubordinated, fixed rate bonds due 14 November 2029
This final terms sheet (Terms Sheet) is prepared in respect of an offer (Offer) by Channel Infrastructure NZ Limited
(Channel Infrastructure) of up to $100,000,000 of unsecured, unsubordinated, fixed rate bonds (Bonds) under its
Master Trust Deed dated 20 November 2018 (as amended on 27 June 2019 and from time to time) (Trust Deed), as
modified and supplemented by the supplemental deed dated 29 October 2023 (Supplemental Deed and, together
with the Trust Deed, Trust Documents). Capitalised terms used but not defined in this Terms Sheet have the meaning
given to them in the Trust Documents.
Important Notice
The Offer of debt securities by Channel Infrastructure 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 Channel Infrastructure’s $100,000,000 5.80%
unsecured, unsubordinated, fixed rate bonds maturing on 20 May 2027 which are quoted on the NZX Debt Market
under the ticker code CHI020 (Existing Bonds).
Accordingly, the Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Channel Infrastructure 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/CHI/announcements.
The Existing Bonds are the only debt securities of Channel Infrastructure that are currently quoted and in the same
class as the Bonds. Investors should look to the market price of the Existing Bonds to find out how the market assesses
the returns and risk premium for those bonds.
You must read this Terms Sheet (including the section "Independent assessment and advice and further information"
on page 9 and all of the further materials and information referred to in that section) carefully and in full.
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Channel Infrastructure NZ Limited | Final terms sheet

Issuer
Channel Infrastructure NZ Limited (Channel Infrastructure).
Description
Unsecured, unsubordinated, fixed rate bonds.
Issue amount
$100 million.
Term
6 years maturing on Wednesday, 14 November 2029.
Opening Date
Monday, 30 October 2023.
Closing Date
11.00am on Friday, 3 November 2023.
Rate Set Date
Friday, 3 November 2023.
Issue Date
Tuesday, 14 November 2023.
Maturity Date
14 November 2029.
Issue price
$1.00 per Bond, being the Principal Amount of each Bond.
No credit rating
The Bonds will not be rated.
Channel Infrastructure is not rated.
Purpose of the Offer
The net cash proceeds raised under the Offer (excluding the value of any
Subordinated Notes purchased under the Exchange Mechanism) are intended to be
applied towards:
1.repaying a portion of Channel Infrastructure’s existing bank debt;
2.redeeming on 1 March 2024 any Subordinated Notes that are not otherwise
purchased on the Issue Date under the Exchange Mechanism; and
3.general corporate purposes.
The Bonds will also provide diversification of funding that aligns with an
infrastructure business.
Subordinated Notes
The existing subordinated notes issued by Channel Infrastructure on 14 December
2018, which are quoted on the NZX Debt Market under the ticker CHI010.
A trading halt in respect of the Subordinated Notes will occur from pre-market trading
on Monday, 6 November 2023 (being the first trading day following the Rate Set Date)
to pre-market trading on Wednesday, 15 November 2023 (being the expected date of
initial quotation of the Bonds).
Subordinated Noteholder
A holder of Subordinated Notes.
Redemption of Subordinated Notes on the
first election date (1 March 2024) if the Offer
is successful
Channel Infrastructure intends to issue a redemption notice in respect of the
Subordinated Notes on or before 16 January 2024 in order to redeem any
Subordinated Notes on 1 March 2024 (being the first scheduled election date) that
are not otherwise purchased on the Issue Date under the Exchange Mechanism. For
each Subordinated Note redeemed on 1 March 2024, Channel Infrastructure will pay to
the relevant Subordinated Noteholder an amount equal to the principal amount of the
Subordinated Note ($1.00) plus the final semi-annual interest payment.
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Channel Infrastructure NZ Limited | Final terms sheet

Exchange Mechanism
Subordinated Noteholders that hold Subordinated Notes through a custodial account
and who wish to apply for the Bonds (Custodial Subordinated Noteholders) may be
able to exchange all or some of their Subordinated Notes for an equal number of
Bonds on the Issue Date (on a one-for-one basis at a face value of $1.00).
This Exchange Mechanism will only be available to a Custodial Subordinated
Noteholder if:
a) the Custodial Subordinated Noteholder receives an allocation of Bonds from a
participant in the bookbuild for the Offer; and
b) Channel Infrastructure and the relevant participant (acting on the authorisation of
the Custodial Subordinated Noteholder) have agreed to the exchange in respect of
an agreed number of Subordinated Notes (Exchanged Subordinated Notes).
Channel Infrastructure will purchase the Exchanged Subordinated Notes on the
Issue Date (14 November 2023) (rather than redeem them on 1 March 2024 as
described above under the heading “Redemption of Subordinated Notes if the Offer
is successful”).
Channel Infrastructure will satisfy its obligation to purchase the Exchanged
Subordinated Notes on the Issue Date by:
a) issuing Bonds to the relevant custodian (that maintains the custodial account on
behalf of its Custodial Subordinated Noteholder participating in the Exchange
Mechanism) equal in number to the Exchanged Subordinated Notes purchased
from the relevant custodian (on a one-for-one basis); and
b) paying a final interest payment on the Exchanged Subordinated Notes for the
period from (and including) the previous interest payment date for the Exchanged
Subordinated Notes (1 September 2023) to (but excluding) the Issue Date.
No additional amounts are payable by a Custodial Subordinated Noteholder for any
Bonds that are issued under the Exchange Mechanism.
Channel Infrastructure’s obligation to purchase the Exchanged Subordinated Notes
will be satisfied once it has issued the relevant number of Bonds and paid the final
interest payment referred to in paragraph (b) above.
Any Exchanged Subordinated Notes purchased by Channel Infrastructure under the
Exchange Mechanism will be cancelled in accordance with the Trust Documents. This
will reduce the total amount of Subordinated Notes outstanding which may impact
trading of the Subordinated Notes on the secondary NZX Debt Market.
For the avoidance of doubt, the Exchange Mechanism does not restrict:
a) a Custodial Subordinated Noteholder from seeking to invest in more or less Bonds
under the Offer than the number of Subordinated Notes beneficially held by the
Custodial Subordinated Noteholder; or
b) any other Subordinated Noteholder (that is not a Custodial Subordinated
Noteholder) from seeking to invest in the Bonds under the Offer.
The Issue Price for each Bond that is not otherwise settled under the Exchange
Mechanism must be cash settled on the Issue Date.
Retail investors (including Subordinated Noteholders) who wish to participate in the
Offer and invest in the Bonds (including under the Exchange Mechanism, to the extent
available to that investor) should contact their financial adviser, one of the Joint Lead
Managers or another Primary Market Participant – see the sections below titled “Who
may apply for Bonds” and “How to apply” for further information.
Channel Infrastructure Group
Channel Infrastructure and all of its subsidiaries, at that date.
Security
The Bonds are not secured against any assets of Channel Infrastructure or any other
member of the Channel Infrastructure Group.
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Channel Infrastructure NZ Limited | Final terms sheet

Guarantee
The Bonds will be guaranteed by the Guarantors under the negative pledge deed
dated 28 April 2022 granted by Channel Infrastructure and Channel Terminal Services
Limited in favour of, among others, the Supervisor (the Negative Pledge Deed).
As at the date of this Terms Sheet, Channel Terminal Services Limited (a wholly-
owned subsidiary of Channel Infrastructure) and Channel Infrastructure are the
only Guarantors.
Under the Negative Pledge Deed, the Guarantors have agreed that:
a) at all times the Total Tangible Assets of the Guaranteeing Group will not be less
than 85% of the Total Tangible Assets of the consolidated Channel Infrastructure
Group; and
b) on each test date, EBITDA of the Guaranteeing Group will not be less than 85% of
EBITDA of the consolidated Channel Infrastructure Group.
Ranking of the Bonds
On a liquidation of Channel Infrastructure, each Bond will rank as unsecured and
unsubordinated debt obligations of Channel Infrastructure, ranking:
•behind any secured liabilities and liabilities which are preferred by law;
•equally with other Bonds and equally among the rights and claims of equal ranking
obligations including the lenders of Channel Infrastructure’s bank debt and all other
unsecured, unsubordinated obligations, including trade creditors and the Existing
Bonds; and
•ahead of holders of subordinated debt (including the Subordinated Notes) and
ahead of shareholders of Channel Infrastructure.
Amounts owing under the Guarantee constitute unsecured, unsubordinated debt
obligations of each Guarantor and on a liquidation of a Guarantor, amounts owing
to holders of Bonds under the Guarantee rank equally with all other unsecured
unsubordinated obligations of that Guarantor.
Interest Rate
6.75% per annum until the Maturity Date.
The Interest Rate has been determined by Channel Infrastructure in conjunction with
the Joint Lead Managers following the bookbuild process and has been set as the
minimum Interest Rate of 6.75% per annum.
Issue Margin
1.70% per annum.
Swap Rate
The mid-market swap rate of a term matching the period from the Issue Date to the
Maturity Date, as calculated by Channel Infrastructure in conjunction with the Joint
Lead Managers, according to market convention, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) on the Rate Set Date and expressed on a quarterly
basis (rounded to 2 decimal places, if necessary, with 0.005 rounded up).
Interest Payments
Interest shall accrue on each Bond from (and including) the Issue Date to (and
excluding) the Maturity Date and shall be paid quarterly in arrear in equal amounts
on each Interest Payment Date, being 14 February, 14 May, 14 August and 14 November
in each year (or if that day is not a Business Day, the next Business Day) until and
including the Maturity Date.
The First Interest Payment Date is 14 February 2024.
If any interest accrual period is shorter or longer than the other interest accrual periods
because it starts on the Issue Date or ends the day prior to the Maturity Date, interest
will be calculated on the basis of the number of days in the relevant period and a year
of 365 days.
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Channel Infrastructure NZ Limited | Final terms sheet

Record Date
The record date for each payment date under the Bonds (including in respect of any
Principal Amount and each Interest Payment Date) is 5.00pm on the date that is 10
Business Days before the due date for such payment.
Payment shall be made to the person whose name appears in the register as the
Holder of the Bond on the relevant Record Date.
Business Day
A day (other than Saturday or Sunday) on which registered banks are generally open
for business in Auckland and Wellington, except that in the context of the Listing Rules
it means a day on which the NZX Debt Market is open for trading.
Financial covenants
The Supplemental Deed contains the following financial covenants:
a) the ratio of EBITDA of the consolidated Channel Infrastructure Group to Net Interest
Expense of the consolidated Channel Infrastructure Group (calculated for the 12-
month period ending on each relevant test date) will not be less than 2.50:1 on two
successive semi-annual test dates (the Interest Cover Ratio); and
b) the ratio of Net Debt of the consolidated Channel Infrastructure Group to Net Debt
plus Equity does not at any time exceed 60% (Gearing Ratio).
Negative pledge
The Negative Pledge Deed contains a negative pledge which provides that Channel
Infrastructure and each other Guarantor will not create or permit to subsist any
security over their assets other than certain permitted security interests which are
described in the Negative Pledge Deed which include, for example, security interests
arising by operation of law or securing certain taxes or other governmental or
regulatory levies, duties or imposts, rights of set off and netting and deferred purchase
or title retention in the ordinary course of business where the amount secured is not
outstanding for more than 120 days. Channel Infrastructure and each other Guarantor
may, in addition, from time to time create or permit to subsist other security interests
over their assets provided that the aggregate principal amount secured by all such
other security interests does not exceed 7.5% of the Total Tangible Assets of the
consolidated Channel Infrastructure Group.
This is not a complete list of the circumstances in which Channel Infrastructure or a
Guarantor may grant security. Full details can be found in the Negative Pledge Deed.
Early redemption
Holders of Bonds have no right to require Channel Infrastructure to redeem the Bonds
prior to the Maturity Date. However, Channel Infrastructure may be required to repay
the Bonds early if there is an Event of Default (as described in the Supplemental
Deed). The Events of Default are:
•failure by Channel Infrastructure or a Guarantor to make a payment under a
Transaction Document (which includes failure to make payment under the Bonds),
subject to certain grace periods;
•failure to comply with the Interest Cover Ratio or failure to comply with the
Gearing Ratio;
•any material misrepresentation by Channel Infrastructure or a Guarantor under a
Transaction Document, subject to certain grace periods;
•a breach by Channel Infrastructure or a Guarantor of a provision of a Transaction
Document in a material respect, subject to certain grace periods;
•indebtedness of Channel Infrastructure or any other Guarantor for borrowed money
in an amount equivalent to $10 million or more in aggregate is not paid when due
(subject to any applicable grace periods) or is accelerated by being declared due
and payable before it would otherwise have been due by reason of any event of
default, termination event or equivalent or analogous event; and
•an Insolvency Event occurs in respect of Channel Infrastructure or a Guarantor.
Further Indebtedness
Channel Infrastructure may, without the consent of the Holders of the Bonds,
issue additional securities or incur other debt obligations on such other terms and
conditions as Channel Infrastructure may think fit subject to compliance with the
Gearing Ratio and any other applicable restrictions in its other funding documents
from time to time.
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Channel Infrastructure NZ Limited | Final terms sheet

Minimum application amount
Minimum application of $5,000 with multiples of $1,000 thereafter.
Transfer restrictions
Holders of Bonds are entitled to sell or transfer their Bonds at any time subject to the
terms of the Trust Documents and applicable securities laws and regulations. Channel
Infrastructure or the Securities Registrar may decline to accept or register a transfer of
the Bonds for the reasons set out in the Trust Documents.
Channel Infrastructure may decline to accept or register a transfer of the Bonds if the
transfer would result in the transferor or the transferee holding or continuing to hold
Bonds with a Principal Amount of less than $5,000 (if not zero) or if the transfer is not in
multiples of $1,000.
Brokerage
Channel Infrastructure will pay 0.50% brokerage plus a firm allocation fee of 0.25% on
the aggregate principal amount of Bonds issued under the Offer. Such amounts will be
paid to the Arranger, who will distribute the funds to Primary Market Participants and
other approved financial intermediaries as appropriate.
You are not required to pay any additional brokerage or any other fee or charges
to Channel Infrastructure to purchase the Bonds. However, you may have to pay
brokerage to the firm from whom you receive an allocation of Bonds, or for the transfer
of Bonds.
ISIN
NZCHIDT003C0.
Quotation
Channel Infrastructure will take any necessary steps to ensure the Bonds are,
immediately after issue, quoted on the NZX Debt Market.  Application has been
made to NZX for permission to quote the Bonds 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 Bonds 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 FMCA.
NZX Debt Market ticker code
CHI030.
Expected date of initial quotation on NZX
Debt Market
Wednesday, 15 November 2023.
Who may apply for Bonds
The Offer is open to investors resident in New Zealand and institutional investors.
There is no public pool for the Bonds.
All Bonds (including any oversubscriptions) have been reserved for subscription by
clients of the Joint Lead Managers, Primary Market Participants and other approved
financial intermediaries invited to participate in the bookbuild process conducted by
the Joint Lead Managers.
How to apply
Investors (including Subordinated Noteholders who wish to participate in the Offer)
should contact a Joint Lead Manager, their financial adviser or any Primary Market
Participant for details on how they may acquire Bonds. You can find a Primary Market
Participant by visiting www.nzx.com/services/market-participants.
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be
at Channel Infrastructure's discretion, in consultation with the Joint Lead Managers.
Channel Infrastructure reserves the right to refuse all or any part of an application
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.
Governing law
New Zealand.
Arranger
Forsyth Barr Limited.
Joint Lead Managers
ANZ Bank New Zealand Limited, Craigs Investment Partners Limited, Forsyth Barr
Limited and Jarden Securities Limited.
Supervisor
The New Zealand Guardian Trust Company Limited.
Securities Registrar
Computershare Investor Services Limited.
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Channel Infrastructure NZ Limited | Final terms sheet

Important information and disclaimer
The Arranger, Joint Lead Managers and Supervisor 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 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.
This Terms Sheet does not constitute financial advice or a recommendation from
Channel Infrastructure, the Arranger or the Joint Lead Managers or any of their
respective directors, officers, employees and agents to purchase any Bonds.
You must make your own independent investigation and assessment of the financial
conditions and affairs of Channel Infrastructure before deciding whether or not to
invest in the Bonds.
The dates and times set out in this Terms Sheet are indicative only and are subject
to change. Channel Infrastructure reserves the right to cancel the Offer and the issue
of the Bonds, in which case all application monies received will be refunded (without
interest) as soon as practicable.
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.
Investors are personally responsible for ensuring compliance with all relevant laws and
regulations applicable to them (including any required registrations).
Selling restrictions and indemnity
You may only offer for sale or sell any Bonds in conformity with all applicable laws and
regulations in any jurisdiction in which it is offered, sold or delivered.
Channel Infrastructure does not intend that the Bonds be offered for sale, and has
not taken and will not take any action which would permit a public offering of
Bonds, or possession or distribution of any offering material in respect of the Bonds,
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 Bonds 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).
By subscribing for Bonds, each investor agrees to indemnify, Channel Infrastructure
and the other members of the Channel Infrastructure Group, the Supervisor, the
Arranger and the Joint Lead Managers and their respective directors, officers,
employees and agents (each an "Indemnified Person") in respect of any loss, cost,
liability or damages suffered or incurred by that Indemnified Person as a result of an
investor breaching the selling restrictions referred to in this section.
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Channel Infrastructure NZ Limited | Final terms sheet

Independent assessment and advice and
further information
Investors must, before deciding whether or not to invest in the Bonds:
a) make their own independent investigation and assessment of the financial
condition and affairs of Channel Infrastructure and the risks associated with an
investment in the Bonds; and
b) seek qualified, independent legal, financial and taxation advice; and
c) carefully read and consider Channel Infrastructure's NZX announcements
(together with the materials attached to those announcements), financial
results, presentations and reports, available at www.channelnz.com/investor-
centre/, including:
–the investor presentation released on 30 October 2023 which provides further
important information in relation to Channel Infrastructure and the Offer;
–the analyst day presentation released on 19 October 2023;
–Channel Infrastructure's half year report and results presentation for the six
months ended 30 June 2023 released on 23 August 2023;
–Channel Infrastructure's most recent annual report and annual results
presentation for the year ended 31 December 2022 released on 24 February
2023; and
–the product disclosure statement published on 28 April 2022 in respect of
the
offer of Existing Bonds (including, without limitation, Section 6 (Risks
of investing)).
The full terms and conditions of the Bonds are set out in the
Trust Documents, which are available at Channel Infrastructure’s website
at www.channelnz.com/investor-centre/bond-offer
For further information regarding Channel Infrastructure,
visit www.nzx.com/companies/CHI
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Channel Infrastructure NZ Limited | Final terms sheet

Contact Information
Issuer
Channel Infrastructure NZ Limited
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@channelnz.com
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Supervisor
The New Zealand Guardian Trust Company Limited
Manager, Corporate Trusts
Level 6, 191 Queen Street
Auckland
Phone: +64 9 909 5100
Email: ct-auckland@nzgt.co.nz
Joint Lead Manager
ANZ Bank New Zealand Limited
Level 10, ANZ Centre
171 Featherston Street
Wellington 6011
Phone: 0800 269 476
Securities Registrar
Computershare Investors Service Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 9 488 8777
Email: corporateactions@computershare.co.nz
Joint Lead Manager
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Legal advisers to Issuer
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
Joint Lead Manager
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Phone: 0800 005 678
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Channel Infrastructure NZ Limited | Final terms sheet

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channelnz.com

NZX RELEASE
3 November 2023

Channel Infrastructure releases final terms sheet for unsecured,
unsubordinated, fixed rate bond offer

Further to the announcement by Channel Infrastructure NZ Limited (Channel Infrastructure) earlier
today, the final terms sheet relating to its offer of 6 year, unsecured, unsubordinated, fixed rate bonds
has been provided to the NZX with this announcement and is also available at
www.channelnz.com/investor-centre/bond-offer.

For further details investors can contact one of the Joint Lead Managers (details below), or their usual
financial advice provider.

Joint Lead Managers




0800 269 476 0800 226 263 0800 367 227 0800 005 678


-ENDS-

Authorised by:

Chris Bougen
General Counsel and Company Secretary

Contact details:

Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com

Media contact:
Laura Malcolm
communications@channelnz.com

About Channel Infrastructure

Channel Infrastructure’s vision is to be a world-class infrastructure company, delivering resilient
infrastructure solutions to help meet changing fuel and energy needs.
Channel Infrastructure’s assets are a critical part of the Northland and Auckland fuel supply chain,
supplying around 40% of New Zealand’s transport fuel demand and all of the jet fuel to the Auckland
International Airport. Utilising the deep-water harbour and jetty infrastructure at Marsden Point, as well
as 280 million litres of storage tanks, and the 170-kilometre pipeline from Marsden Point to Auckland
we receive, store, test and distribute fuel owned by our customers. Channel Infrastructure’s wholly-
owned subsidiary, Independent Petroleum Laboratory Limited, provides fuel quality testing services at
Marsden Point and around New Zealand.

channelnz.com
Channel Infrastructure will seek to support New Zealand’s decarbonisation ambitions, by utilising our
strategically-located assets and our expertise in supply chain infrastructure. The Company remains
focused on its future growth opportunities at the Marsden Point site and beyond, including additional
fuel storage to support fuel security and studies underway with partners on hydrogen and sustainable
aviation fuel opportunities.
For more information on Channel Infrastructure, please visit: www.channelnz.com