Infratil Infrastructure Bond Exchange Offer Closes

13 June 2024
Infratil Infrastructure Bond Exchange Offer Closes
Infratil Limited today announced that following the successful Exchange Offer for its offer of 7½
year unsecured, unsubordinated, fixed rate infrastructure bonds maturing on 17 December 2031
(New Bonds) it has allocated $29,492,000 of New Bonds. The Exchange Offer has now closed.
Combined with the Firm Offer issuance of $175,000,000 this takes the total Issue Amount to
$204,492,000.
A copy of the Final Terms Sheet for the New Bonds is attached.
Arranger and Joint Lead Manager:
Bank of New Zealand
Joint Lead Managers:
ANZ Bank New Zealand Limited
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited
Tom Robertson
Infratil Treasurer
Phone: +64 4 550 5432
Email: tom.robertson@infratil.com
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

---

1
7.5 Year Fixed Rate Bond
Maturing 17 December 2031
Arranger and Joint Lead ManagerJoint Lead Managers
Final Terms Sheet
For the offer of Infrastructure Bonds

2
This Final Terms Sheet (“Terms Sheet”) sets
ou
t the key terms of the offer (“Offer”) by
Infratil Limited (“Infratil”) of $204,492,000 of
fixed rate bonds maturing on 17 December
2031 ( “Infrastructure Bonds”).
The Infrastructure Bonds will be issued under
th
e programme trust deed dated
11 November 1999 (as amended or amended
and restated from time to time) between
Infratil and Trustees Executors Limited as
supplemented by a series supplement dated
27 M
ay 2024 (together, "Trust Deed"). Unless
the context requires otherwise, capitalised
terms used in this Terms Sheet have the same
meaning given to them in the Trust Deed.
This T
erms Sheet is an "Issue Flyer" for the
purposes of the Trust Deed.
Important Notice
The Offer by Infratil 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 Infrastructure Bonds that have
identical rights, privileges, limitations and
conditions (except for the interest rate and
maturity date) as:
•Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest rate
of 5.50% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT230;
•Infratil's fixed rate bonds maturing on
15 December 2024, which have an interest
rate of 4.75% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT260;
•
Infratil's fixed rate bonds maturing on
15 June 2025, which have an interest
rate of 6.15% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT250;
•
Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest
rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT300;
•Infratil's fixed rate bonds maturing on
15 December 2026, which have an interest
rate of 3.35% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT280;
•
Infratil's fixed rate bonds maturing on
15 December 2027, which have an interest
rate of 3.60% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT310;
•
Infratil's bonds maturing on 15 December
2028, which have an interest rate of 6.78%
per annum and which are currently quoted
on the NZX Debt Market under the ticker
code IFT270;
•Infratil'
s fixed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT330;
•Infratil's bonds maturing on 15 December
2029, which have a current interest rate
of 7.78% per annum (further rate reset
on 15 December 2024 and annually
thereafter) and which are currently quoted
on the NZX Debt Market under the ticker
code IFTHC;
•
Infratil's fixed rate bonds maturing on
15 June 2030, which have a current interest
rate of 5.93% per annum (rate reset on
15 June 2026) and which are currently
quoted on the NZX Debt Market under
the ticker code IFT320; and
•
Infratil'
s fixed rate bonds maturing on
15 March 2031, which have an interest
rate of 7.08% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT340,
(together the "Quoted Bonds").
Accordingly, the Infrastructure Bonds are the
same class as the Quoted Bonds for the
purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Infratil 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/IFT.
The Quoted Bonds are the only debt
securities of Infratil that are currently quoted
and in the same class as the Infrastructure
Bonds that are being offered.
Investors should look to 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.
Final Terms Sheet
Dated 12 June 2024

Eastern Creek data centre
3

4
Key Terms of the
Infrastructure Bonds
Issuer:Infratil Limited.
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued
pursuant to the Trust Deed.
Issue amount:
$204,492,000
Firm Offer and Exchange Offer:The Offer consists of two separate parts.
Under the first part (“Firm Offer”), Infratil offered Infrastructure Bonds to New Zealand clients of
the Joint Lead Managers, approved financial intermediaries and other primary market participants
invited to participate in the bookbuild. The Firm Offer has now closed.
Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident holders of its
IFT230 fixed rate bonds maturing on 15 June 2024 ("2024 Bonds") the opportunity to exchange
all or some of their 2024 Bonds for Infrastructure Bonds offered under this Terms Sheet. You will
receive one new Infrastructure Bond for each 2024 Bond exchanged under the Exchange Offer.
Once you submit a completed application for the Exchange Offer you will no longer be able to
sell or otherwise transfer your 2024 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" on page 9 of this Terms Sheet.
Use of Proceeds:Infratil will use the proceeds of the Offer for general corporate purposes, including to refinance
the 2024 Bonds.
Terms Particular to the Firm Offer
Firm Offer Issue Amount: The Firm Offer issue amount has been set at $175,000,000 of Infrastructure Bonds.
Firm Offer Applications: The Firm Offer has now closed. The Firm Offer was open to all New Zealand resident investors,
but only if the investor receives a firm allocation from a Joint Lead Manager, approved financial
intermediary or other primary market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 27 May 2024
Firm Offer Closing Date: 11.00am, 30 May 2024
Terms Particular to the Exchange Offer
Exchange Offer Issue Amount:
The Exchange Offer issue amount has been set at $29,492,000 of Infrastructure Bonds.
Exchange Offer Applications: The Exchange Offer was available for New Zealand resident holders of the 2024 Bonds.
Exchange Offer Opening Date: 31 May 2024
Exchange Offer Closing Date: 5.00pm, 12 June 2024
Terms Common to the Firm Offer
and the Exchange Offer
Firm Offer and Exchange Offer
Issue Amount:
The sum of the Firm Offer Issue Amount and the Exchange
Offer Issue Amount has been set at
$204,492,000 of Infrastructure Bonds.
Rate Set Date:30 May 2024
Issue Date: 17 June 2024

5
Key Terms of the
Infrastructure Bonds
Expected Date of Initial Quotation
on the NZX Debt Market:
18 June 2024
Maturity Date:17 December 2031
Interest Rate: 7.06% per annum
The Interest Rate has been set as the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Issue Margin was set by Infratil in consultation with the Arranger (identified on page 11) at
2.40% per annum. The Base Rate on the Rate Set Date was 4.66% per annum. Accordingly, the
sum of the Issue Margin and the Base Rate on the Rate Set Date (being 7.06% per annum) applies
to the Infrastructure Bonds as the Interest Rate.
Minimum Interest Rate:6.75% per annum
Issue Margin: 2.40% per annum
Base Rate:The mid-market rate for a New Zealand dollar interest rate swap of a term matching the period
from the Issue Date to the Maturity Date as determined by Infratil in consultation with the
Arranger (identified on page 4) on the Rate Set Date in accordance with market convention
with reference to Bloomberg page ICNZ4 (or any successor page), in each case expressed on a
quarterly basis (and rounded to 2 decimal places, if necessary, with 0.005 being rounded up).
Interest Payment Dates:17 March, 17 June, 17 September and 17 December of each year until and including the Maturity
Date (commencing on 17 June 2024).
Interest Payments:Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal amounts
on each Interest Payment Date and will be paid to the Holder of the Infrastructure Bond on the
Record Date for each Interest Payment Date.
Interest payable on each Infrastructure Bond on the first Interest Payment Date will accrue at the
Interest Rate from (and including) the date on which your subscription moneys have been banked
into the trust account operated in respect of the Offer to (but excluding) the first Interest Payment
Date. The first Interest Payment Date is 17 June 2024 which is the same date as the Issue Date.
For Infrastructure Bonds allotted under the Firm Offer, no interest will have accrued on the first
Interest Payment Date and no interest will be payable on that date.
For Infrastructure Bonds allotted under the Exchange Offer, the redemption proceeds of the
2024 Bonds will be banked into the trust account operated in respect of the Offer on 14 June
2024 (the business day immediately preceding 15 June 2024) and interest on those Infrastructure
Bonds will accrue at the Interest Rate from that date and be payable on the first Interest Payment
Date (17 June 2024). The interest payment will be paid to the original subscriber for the relevant
Infrastructure Bonds.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment
Date (see "Right to Redeem Early" and "Early Redemption Events" on page 6), the amount of
interest that will be payable to you will be adjusted to reflect the number of days in the interest
period in which the interest accrued.

6
Key Terms of the
Infrastructure Bonds
Interest Suspension and
Dividend Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the
payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the
Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance
for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a) the interest payment would be likely to breach the solvency test in section 4 of the Companies
Act 1993;
(b) the interest payment would be likely to result in a breach of the terms or conditions of other
financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c) the interest payment would be likely to result in a breach of any other legal obligation by
Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity Date
by giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:
(a)

the Super
visor has declared the Infrastructure Bonds due and payable because an event of
default as described in clause 8.1 of the Trust Deed exists; or
(b)
the notice o
f early redemption is given at a time on or after the day falling 25 Business Days
before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all withholding tax
or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,
it will be redeemed at an amount equal to the greater of:
(a)

its F
ace Value plus accrued but unpaid interest; and
(b)
the curr
ent market price of the Infrastructure Bonds (determined in accordance with clause
6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a)

an ev
ent of default as described in clause 8.1 of the Trust Deed occurs; or
(b)

cer
tain takeover offers are made in respect of the shares in Infratil.
In general terms, the events of default include non-payment for 14 days or more and the
occurrence of certain insolvency related events in relation to Infratil.
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders that, on the last day of each financial year and
financial half-year of Infratil (and in certain other circumstances), Borrowed Money Indebtedness
of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50%
of Tangible Assets of Infratil and its subsidiaries as at that date.

7
Key Terms of the
Infrastructure Bonds
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This
means that in a liquidation of Infratil your rights and claims as a Holder:
(a) will rank after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil
who are preferred by law (e.g. the Inland Revenue Department in respect of unpaid tax);
(b) will rank equally with the claims of all other unsecured, unsubordinated creditors of Infratil; and
(c) will rank in priority to the claims of (i) subordinated creditors of Infratil (if any) (being creditors
who have agreed to accept a lower priority in respect of their claims in a liquidation of Infratil),
and (ii) shareholders.
Infratil is a holding company with investments in various companies. Holders have no claims
against, or recourse to the assets of, any of those companies. Infratil's ability to make timely
payments on the Infrastructure Bonds is dependent on the returns it receives from its investments,
its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including
lenders) would have to be paid out in full before the distribution of any residual assets to Infratil's
liquidator (claiming as shareholder in the companies). Only these residual assets would be
available to Infratil's liquidator and therefore Infratil's creditors (including Holders).
As an example of this, the diagram below illustrates the position of Holders relative to the banks
which provide loan facilities to Infratil's Wholly-Owned Subsidiaries.
As illustrated in the diagram above, Infratil has a range of Wholly-Owned Subsidiaries which hold
Infratil's investments in its Portfolio Companies. The bank lenders who provide loan facilities to
the Wholly-Owned Subsidiaries have direct claims on both Infratil and those Wholly-Owned
Subsidiaries. Holders have a claim on Infratil, but have no claims against, or recourse to, the assets
of the Wholly-Owned Subsidiaries or the Portfolio Companies. This means that in a liquidation of
the Infratil group:
•

all cr
editors of each Portfolio Company (including any lenders) would have to be paid in full
before any residual assets could be distributed to the relevant Wholly-Owned Subsidiary;
•

all cr
editors of each Wholly-Owned Subsidiary (including the bank lenders) would have to be
paid in full before any residual assets could be distributed to Infratil; and
•

ther
efore, only the residual assets of the Portfolio Companies and Wholly-Owned Subsidiaries,
after the claims of all of their creditors have been satisfied in full, would be available to Infratil's
liquidator and therefore Infratil's creditors (including Holders).
Infratil is also subject to other restrictions in its bank loan facilities that limit the value of cash and
other assets it may hold (other than shares and other securities held in, or loans to, the Wholly-
Owned Subsidiaries).
Portfolio
Company
Portfolio
Company
Infratil
Holders
Portfolio
Company
Bank
Lenders
100%100%
Debt
Guarantee
Guarantee
Debt
100%
Wholly-Owned Subsidiaries

8
Key Terms of the
Infrastructure Bonds
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any
other person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
Under the Exchange Offer, redemption proceeds of the 2024 Bonds banked into the trust account
operated in respect of the Offer will be treated as subscription money for Infrastructure Bonds
allocated under the Exchange Offer, no additional subscription moneys are payable by a Holder.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000
thereafter (unless a holder of 2024 Bonds is exchanging all of their 2024 Bonds).
ISIN:NZIFTD0350L5
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls on
a day that is not a Business Day, the due date for the payment to be made on that date will be on
the immediately preceding Business Day, but the amount paid will not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to registered
holders of a 2024 Bond who are New Zealand residents.

9
Key Terms of the
Infrastructure Bonds
How to Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
Holders of 2024 Bonds have the option to participate in the Exchange Offer by using an online or
printed application form.
If you have provided an email address for investor correspondence, you should have received an
email on the Firm Offer Opening Date with an email link. The email link will take you to a Registrar
website where you will receive information on how to apply for Infrastructure Bonds in the
Exchange Offer using the online application form.
You will be able to apply using the online application form at www.infratilbondexchangeoffer.com
from the Exchange Offer Opening Date. You must complete the online application form by no later
than 5.00pm on the Exchange Offer Closing Date.
If you have not provided an email address for investor correspondence, you will be mailed this
Terms Sheet along with a printed application form to your registered postal address.
If you use a printed application form under the Exchange Offer, you must return a completed
printed application form so that it is received by the Registrar at the address below no later than
5.00pm on the Exchange Offer Closing Date:
Link Market Services Limited
email a completed PDF copy to: applications@linkmarketservices.co.nz
or post a printed application form to: Infratil Bond Offer, c/- Link Market Services Limited,
PO Box 91976, Victoria Street West, Auckland 1142
or deliver a printed application form to: c/- Link Market Services Limited, Level 30,
PwC Tower, 15 Customs Street West, Auckland 1010
Once you submit a completed Exchange Offer application (online or through a printed application
form) you will no longer be able to sell or otherwise transfer your 2024 Bonds designated in that
application.
Applications may be refused
If Infratil refuses any application under the Exchange Offer due to the applicant being ineligible the
2024 Bonds that are not being exchanged will be redeemed on their maturity date in accordance
with their existing terms and conditions.

10
Key Terms of the
Infrastructure Bonds
Brokerage:Infratil will pay a firm brokerage fee of 1.00% of the aggregate principal amount of Infrastructure
Bonds (such fee comprised of a brokerage fee of 0.50% and a firm allocation fee of 0.50%). Such
amounts will be paid to the Arranger who will distribute as appropriate to primary market
participants and approved financial intermediaries.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately
after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under
the FMCA.
NZX Debt Market Ticker Code:IFT350
Supervisor:Trustees Executors Limited
Governing Law:New Zealand
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not and
will not take any action which would permit a public offering of the Infrastructure Bonds, or
possession or distribution of any offering material, in any country or jurisdiction where action for
that purpose is required (other than New Zealand). Infrastructure Bonds may only be offered for
sale or sold in compliance with all applicable laws and regulations in any jurisdiction in which they
are offered, sold or delivered. Any information memorandum, terms sheet, circular, advertisement
or other offering material in respect of the Infrastructure Bonds may only be published, delivered
or distributed in or from any country or jurisdiction under circumstances which will result in
compliance with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead Managers
and the Supervisor in respect of any loss incurred as a result of you breaching the above selling
restrictions.
The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to subscribe
for, or purchase, any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that
none of the Joint Lead Managers, the Supervisor nor their respective directors, officers,
employees, agents or advisers gives any warranty or representation of accuracy or reliability
and they take no responsibility for it.

11
Any internet site address provided in the
Terms Sheet is for reference only and, except
as expressly stated otherwise, the content
of such internet site is not incorporated by
reference into, and does not form part of,
this Terms Sheet.
Copies of the Trust Deed are available
by visiting
www.infratil.com/for-investors/our-bonds
or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Tom Robertson
or
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland
Attention: David Shaw
Investors should seek qualified independent
financial and taxation advice before deciding
to invest. In particular, you should consult
your tax adviser in relation to your specific
circumstances. Investors will also be
personally responsible for ensuring
compliance with relevant laws and regulations
applicable to them (including any required
registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone 09 308 7100
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678
Other
Information