Final Term Sheet for retail bond offer

Spark Finance Limited
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand


MARKET RELEASE – Thursday, 7 March 2024
Spark Finance releases Final Term Sheet for retail bond offer
Further to Spark Finance Limited’s announcement earlier today, the final terms sheet relating
to its issue of two series of unsecured, unsubordinated fixed rate bonds has been provided to
the NZX with this announcement.
For further details investors can contact one of the Joint Lead Managers (details below), or
their usual financial advice provider.
Joint Lead Managers
ANZ: 0800 269 476
CBA: 0800 272 266
Westpac: 0800 772 142

- ENDS –
Authorised by:
Chante Mueller
Head of Investor Relations & Insurance


For more information please contact:

For media queries:
Althea Lovell
Corporate Relations Lead Partner
(64) 21 222 2992
althea.lovell@spark.co.nz

For investor queries:
Chante Mueller
Head of Investor Relations & Insurance
(64) 27 469 3062
chante.mueller@spark.co.nz


About Spark
As New Zealand's largest telecommunications and digital services company, Spark’s purpose is to help
all of New Zealand win big in a digital world. Spark provides mobile, broadband, and digital services to
millions of New Zealanders and thousands of New Zealand businesses.
www.sparknz.co.nz

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FINAL
TERMS SHEET
Spark Finance Limited
Final Terms Sheet
dated 7 March 2024
Fixed Rate Bonds across two series:
• NZ$125,000,000 5.5 year bond maturing on
18 September 2029
• NZ$175,000,000 7.5 year bond maturing on
18 September 2031
ARRANGER AND JOINT LEAD MANAGER: JOINT LEAD MANAGERS:

Spark Finance Limited Final Terms Sheet2
Spark Finance Limited Final Terms Sheet
Important noticeThis Terms Sheet sets out the key terms of an offer by Spark Finance Limited (“SFL”) for
fixed rate bonds (“Bonds”) in two separate series:
• the first series is a NZ$125,000,000 5.5 year Bond maturing on 18 September 2029
(“2029 Bonds”); and
• the second series is a NZ$175,000,000 7.5 year Bond maturing on 18 September 2031
(“2031 Bonds”).
Each series of Bonds will be issued under a master trust deed dated 25 October 1988 (as
most recently amended and restated on 4 November 2015) (“Trust Deed”) between Spark
New Zealand Limited (“Spark NZ”) and The New Zealand Guardian Trust Company Limited
(“Supervisor”) and a supplemental trust deed in respect of the series dated 5 March 2024
entered into between SFL, Spark NZ and the Supervisor (together with the Trust Deed, the
“Trust Documents”).
The offer of Bonds by SFL 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 two series of Bonds, each of which
have identical rights, privileges, limitations and conditions (except for the interest rate and
maturity date) as SFL’s:
• bonds maturing on 7 March 2024 which have an interest rate of 3.37% and which are
currently quoted on the NZX Debt Market under the ticker code SPF580; and
• bonds maturing on 7 September 2026 which have an interest rate of 3.94% and which
are currently quoted on the NZX Debt Market under the ticker code SPF570,
(together the “Quoted Bonds”).
Accordingly, the Bonds are of the same class as the Quoted Bonds for the purposes of the
FMCA and the Financial Markets Conduct Regulations 2014.
SFL 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. That information can be found by visiting
www.nzx.com/companies/SPF.
The Quoted Bonds are the only debt securities of SFL that are currently quoted and in the
same class as the Bonds.
Investors should look at 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.

Spark Finance Limited Final Terms Sheet3
Spark Finance Limited Final Terms Sheet
IssuerSpark Finance Limited (“SFL”)
GuarantorsSpark New Zealand Limited (“Spark NZ”) and the other Guaranteeing Group Members
from time to time (as defined in the Trust Deed)
As at the date of this Terms Sheet, the Guaranteeing Group Members are SFL,
Computer Concepts Limited, Revera Limited, Spark NZ, Spark New Zealand Trading
Limited, TCNZ (United Kingdom) Securities Limited, Telecom Enterprises Limited and
Telecom Pacific Limited
GuaranteeThe principal amounts of, and interest due on, the Bonds are jointly and severally
guaranteed by the Guaranteeing Group Members on an unsecured basis in accordance
with the Trust Deed
StatusThe Bonds will constitute unsecured, unsubordinated indebtedness obligations of the
Issuer and rank equally and without any preference or priority among themselves and at
least equally with all other unsecured, unsubordinated indebtedness of the Issuer, except
indebtedness preferred by law
ArrangerANZ Bank New Zealand Limited
Joint Lead ManagersANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123 124)
(acting through its New Zealand branch) and Westpac Banking Corporation (ABN 33 007
457 141) (acting through its New Zealand branch)
InstrumentFixed Rate Bonds
PurposeGeneral corporate purposes, including the refinancing of the SPF580 bonds which mature
on 7 March 2024
Issue Amount2029 Bonds2031 Bonds
NZ$125,000,000NZ$175,000,000
Credit RatingsSpark NZ
Credit Rating
Bond
Credit Rating
S&P Global RatingsA-/StableA-
A rating is not a recommendation by any rating organisation to buy, sell or hold Bonds
and may be subject to suspension, revision or withdrawal at any time by the assigning
rating organisation
Opening DateTuesday, 5 March 2024
Closing Date11:00 a.m. (New Zealand time) on Thursday, 7 March 2024

Spark Finance Limited Final Terms Sheet4
Spark Finance Limited Final Terms Sheet
Rate Set DateThursday, 7 March 2024
Issue Date/Allotment
Date
Monday, 18 March 2024
Expected Date of Initial
Quotation and Trading on
NZX Debt Market
Tuesday, 19 March 2024
Maturity Date2029 Bonds2031 Bonds
18 September 202918 September 2031
Interest Rate2029 Bonds2031 Bonds
5.21 per cent per annum5.45 per cent per annum
The Interest Rate for each series is the sum of the relevant Base Rate plus the relevant
Issue Margin. Interest will accrue from the Issue Date of the Bonds
Base RateThe mid-market rate for an interest rate swap of a term matching the period from the Issue
Date to the relevant Maturity Date as calculated by the Joint Lead Managers on the Rate
Set Date in accordance with market convention with reference to Bloomberg page ICNZ4
(or any successor page) and expressed on a quarterly basis, rounded to 2 decimal places if
necessary, with 0.005 being rounded up
Issue Margin 2029 Bonds2031 Bonds
0.85 per cent per annum 1.10 per cent per annum
Issue PriceNZ$1.00 per Bond
Interest PaymentsInterest will be payable quarterly in arrear in four equal payments. Interest paid on the
Bonds will be paid to the registered holder on the relevant Record Date
Interest Payment Dates18 March, 18 June, 18 September and 18 December each year up to and including the
relevant Maturity Date, commencing on 18 June 2024
Business Day ConventionFollowing Business Day (unadjusted)

Spark Finance Limited Final Terms Sheet5
Spark Finance Limited Final Terms Sheet
Settlement Price FormulaReserve Bank of New Zealand (“RBNZ”) pricing formula
ISIN2029 Bonds2031 Bonds
NZSPFD0590L3NZSPFD0600L0
NZX Quotation SFL will take any necessary steps to ensure that each series of Bonds is, immediately after
issue, quoted. Application has been made to NZX for permission to quote each series
of Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that
can be complied with on or before the distribution of this Terms Sheet have been duly
complied with. However, 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
NZX Debt Market Ticker
Code
2029 Bonds2031 Bonds
SPF590SPF600
Record Date10 days before the Interest Payment Date or, if not a Business Day, the immediately
preceding Business Day
Business DaysAuckland, Wellington
Minimum Subscription
Amount
Minimum subscription amount of NZ$5,000 with multiples of NZ$1,000 thereafter.
The minimum subscription amount applies separately in respect of each series
Transfer RestrictionsNo transfer may be made if the transfer would result in the transferor or the transferee
holding or continuing to hold Bonds of a series with a principal amount of less than
NZ$5,000 (other than zero) or not in multiples of NZ$1,000
No UnderwritingThe offer contained in this Terms Sheet is not underwritten
BrokerageYou are not required to pay brokerage or any charges to SFL in relation to applications
under the offer contained in this Terms Sheet. However, you may have to pay brokerage to
the firm from whom you receive an allocation of the Bonds
Registrar and Paying
Agent
Link Market Services Limited
The Bonds will be accepted for settlement within the NZClear system
SupervisorThe New Zealand Guardian Trust Company Limited
DocumentationThis Terms Sheet and the Trust Documents
Repo EligibilitySFL intends to apply to the RBNZ for the Bonds to be included as eligible securities for
domestic market operations
Further BondsSFL is able to issue further series of bonds without the consent of Holders on such terms
and conditions (not being inconsistent with the provisions contained in the Trust Deed) as
SFL may from time to time determine

Spark Finance Limited Final Terms Sheet6
Spark Finance Limited Final Terms Sheet
Early RepaymentHolders have no right to require SFL to redeem their Bonds prior to the relevant Maturity
Date, except if an Event of Default occurs (as described below)
Events of DefaultThe Events of Default are contained in clause 15.1 of the Trust Deed. They include a failure
by SFL to make a payment on bonds issued by it under the Trust Deed and a breach by
SFL or a Guarantor of a provision in the Trust Deed or the Bonds (subject in each case to
applicable grace periods), and also insolvency-type events that affect SFL or a Guarantor
If an Event of Default occurs, subject to the Trust Deed the Supervisor may in its discretion,
and must upon being directed to do so in accordance with the Trust Deed by holders
of bonds issued under the Trust Deed, declare the Bonds to be immediately due and
payable at their principal amount together with accrued but unpaid interest (subject to any
deduction for or on account of tax)
The above is a summary of the Events of Default. For full details of the Events of Default,
see clause 15.1 of the Trust Deed
Financial CovenantsThere are no financial covenants in the Trust Documents other than the Guaranteeing
Group coverage ratios described below
Under the Trust Deed, Spark NZ must ensure that the Guaranteeing Group (being SFL and
the Guarantors) meets the following coverage ratios, which are to be tested twice yearly:
• earnings (calculated before interest and tax) of the Guaranteeing Group must be at
least 90% of earnings (calculated before interest and tax) of the Spark NZ consolidated
group; and
• the total tangible assets of the Guaranteeing Group (excluding balances with other
members of the Spark NZ consolidated group) must be at least 70% of total tangible
assets of the Spark NZ consolidated group
For full details of these provisions, see clause 12.8 of the Trust Deed
Negative PledgeEach Guaranteeing Group member has agreed with the Supervisor that, while any bonds
issued under the Trust Deed remain outstanding, none of its assets will be secured.
Notwithstanding this restriction, the Guaranteeing Group is permitted to create security, or
permit security to exist, over their assets, if:
• the aggregate principal amount secured does not exceed 5% of the total tangible
assets of the Spark NZ consolidated group; or
• in certain other limited circumstances set out in the Trust Deed (namely, if the security
arises by operation of law, relates to the acquisition of an asset or a project, is already in
existence when the relevant asset was acquired, supplements or substitutes an existing
permitted security or is made in favour of, or with the consent of, the Supervisor)
For full details of these provisions, see clauses 11.2 and 11.3 of the Trust Deed
Governing LawNew Zealand

Spark Finance Limited Final Terms Sheet7
Spark Finance Limited Final Terms Sheet
How to ApplyAll of the Bonds of both series offered under the offer (including any oversubscriptions)
contained in this Terms Sheet have been reserved for subscription by clients of the Joint
Lead Managers, primary market participants and other approved financial intermediaries,
and will be allocated to those persons by SFL in consultation with the Joint Lead Managers
There is no public pool for the offer. Retail investors should contact any primary market
participant for details as to how they may acquire the Bonds. You can find a primary market
participant by visiting www.nzx.com/services/market-participants/find-a-participant
Each investor’s financial adviser will be able to advise them as to what arrangements
will need to be put in place for them 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
Contact Details
IssuerSpark Finance Limited
Level 2, Spark City
167 Victoria Street West
Auckland 1010
Legal Advisers
to the Issuer
Russell McVeagh
Level 24
157 Lambton Quay
Wellington 6011
Registrar and
Paying Agent
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Arranger and
Joint Lead
Manager
ANZ Bank New Zealand Limited
Level 26, ANZ Centre
29 Albert Street
Auckland 1010
SupervisorThe New Zealand Guardian
Trust Company Limited
Level 2, Perpetual Guardian House
99 Customhouse Quay
Wellington 6140
Joint Lead
Managers
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
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010

Spark Finance Limited Final Terms Sheet8
Spark Finance Limited Final Terms Sheet
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 and:
• in the case of Australia, in conformity with the specific selling restrictions set out below;
or
• in the case of any other country or jurisdiction, with the prior consent of SFL.
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 contained in
this Terms Sheet.
This Terms Sheet does not constitute an offer of securities for sale 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 of 1933 (the “US Securities Act”)) and may not be sent to or disseminated
in, directly or indirectly, the United States or to any US Person in any place. The Bonds
have not been, and will not be, registered under the US Securities Act or the securities
laws of any state or other jurisdiction of the United States and may not be offered, sold
or otherwise transferred, directly or indirectly, in the United States or to, or for the benefit
of, any US Person except in transactions exempt from, or not subject to, the registration
requirements of the US Securities Act and the securities laws of any state or any other
jurisdiction in the United States.
Set out below are specific selling restrictions that apply to an offer of the Bonds in
Australia. These selling restrictions do not apply to an offer of the Bonds in New Zealand.
The selling restrictions in this Terms Sheet may be modified by SFL and the Joint Lead
Managers, including following a change in a relevant law, regulation or directive. Persons
into whose hands this Terms Sheet comes are, and each Holder is, required by SFL and the
Joint Lead Managers to comply with all applicable laws and regulations in each country
or jurisdiction in or from which they purchase, offer, sell or deliver Bonds or have in their
possession or distribute such offering material, in all cases at their own expense.
By purchasing Bonds, each Holder agrees to indemnify SFL, the Supervisor, the Arranger,
the Joint Lead Managers and their respective directors, officers, employees and agents
in respect of any loss, liability or expense sustained or incurred as a result of the Holder
breaching the selling restrictions contained in this Terms Sheet.

Spark Finance Limited Final Terms Sheet9
Spark Finance Limited Final Terms Sheet
Selling Restrictions –
Australia
This Terms Sheet (a) does not constitute a prospectus, product disclosure statement or
any other “disclosure document” for the purposes of the Corporations Act 2001 of the
Commonwealth of Australia (“Corporations Act”); (b) does not purport to include the
information required in a prospectus, product disclosure statement or other disclosure
document prepared in accordance with the requirements of the Corporations Act; (c) has
not been, nor will it be, lodged with the Australian Securities and Investments Commission
(“ASIC”) or any other regulatory body or agency in Australia; and (d) may not be provided
in Australia other than to select investors who are able to demonstrate that they (i) are
either a “sophisticated investor” or “professional investor” within the meaning of sections
708(8) and (11) of the Corporations Act, respectively, to whom an offer may be made
without disclosure under Part 6D.2 of the Corporations Act; and (ii) are “wholesale clients”
for the purpose of section 761G of the Corporations Act, such that disclosure to them is
not required under Part 6D.2 and Part 7.9 of the Corporations Act (collectively “Exempt
Investors”).
The Bonds may not be directly or indirectly offered for subscription or purchased or
sold, and no invitations to subscribe for, or buy, the Bonds may be issued, and no draft or
definitive offering memorandum, advertisement or other offering material relating to any
Bonds may be distributed, received or published in Australia, except to Exempt Investors
or where disclosure to investors otherwise is not required under Part 6D.2 and Part 7.9
of the Corporations Act and otherwise in compliance with all applicable Australian laws
and regulations. By submitting an application for the Bonds, each purchaser or subscriber
of Bonds in Australia represents and warrants to SFL, the Joint Lead Managers and their
respective affiliates that such purchaser or subscriber is an Exempt Investor.
Prospective investors should not construe anything in this Terms Sheet as legal,
business or tax advice nor as financial product advice for the purposes of Chapter 7 of
the Corporations Act. As any offer of Bonds under this Terms Sheet, any supplement
accompanying this Terms Sheet or any other document will be made without disclosure
in Australia under Part 6D.2 and Part 7.9 of the Corporations Act, the offer of those Bonds
for resale in Australia within 12 months after their issue may, under the Corporations
Act, require disclosure to investors if none of the exemptions in the Corporations Act
applies to that resale. By applying for the Bonds each purchaser or subscriber of Bonds
undertakes to SFL and the Joint Lead Managers that such purchaser or subscriber will not,
for a period of 12 months from the date of issue or purchase of the Bonds, offer, transfer,
assign or otherwise alienate those Bonds, or grant, issue or transfer interests in or options
over them, to investors in Australia except in circumstances where disclosure to investors
is not required under the Corporations Act or where a compliant disclosure document is
prepared and lodged with ASIC.

Spark Finance Limited Final Terms Sheet10
Spark Finance Limited Final Terms Sheet
Arranger and Joint Lead Managers Important Information
The Arranger and 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.
This Terms Sheet does not constitute financial advice or a recommendation from the Arranger or the Joint Lead Managers
or any of their respective directors, officers, employees, agents or advisers to purchase any Bonds.
You must make your own independent investigation and assessment of the financial condition and affairs of SFL before
deciding whether or not to invest in the Bonds.
Other information about the offer
SFL reserves the right to cancel the offer contained in this Terms Sheet and the issue of the Bonds.
The terms and conditions of the Bonds are set out in the Trust Documents. Holders are bound by, and are deemed to have
notice of, the Trust Documents. Copies of the Trust Documents can be obtained on request to the Registrar or SFL at the
addresses set out above (or such other addresses as may be notified to Holders).
It is important that before making any investment decision, investors give consideration to the suitability of an investment
in the Bonds in light of their individual risk profile for investments, investment objectives and personal circumstances
(including financial and taxation issues).