Infratil announces NZ$1,150 million equity raising
In fratil Limited 5 Market Lan e, PO Box 320, Wellington, New Zealan d Tel +64-4-473 3663 www.in fratil.co m
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
17 June 2024
Infratil announces NZ$1,150 million equity raising to fund its next stage of growth
Infratil Limited (“Infratil”) (NZX/ASX: IFT) today announced an approximately NZ$1,150 million equity
raising to fund further investment into data centre operator CDC’s accelerating growth as well as
provide more flexibility for growth across Infratil’s global portfolio.
The equity raising comprises an underwritten
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NZ$1,000 million placement of new IFT shares
("Placement") and a NZ$150 million non-underwritten retail offer of new IFT shares, with the ability to
accept oversubscriptions at its sole discretion ("Retail Offer", together the “Equity Raising”).
Infratil CEO Jason Boyes said Trans-Tasman data centre developer and operator CDC has been one
of the company’s most successful investments, with its stake currently independently valued at
NZ$4,420 million, ~10 times what was first invested in 2016.
“CDC continues to see a surge in demand for data centre capacity. The proceeds of the equity raising
will be used to fund its accelerated growth, and provide additional balance sheet flexibility to allow
Infratil to continue to invest across our portfolio.
“Demand continues to accelerate on the back of cloud adoption and significant investments in
Generative AI. This rapid increase in demand has seen CDC enter advanced negotiations with
customers for over 400MW of capacity at multiple sites across the CDC footprint with this capacity
expected to come online over the next 4 to 5 years.”
Mr Boyes said the growth in demand has caused CDC to accelerate its development and capital
expenditure plans:
- CDC’s development pipeline continues to expand with the inclusion of the Marsden Park
development, a 720MW campus (more than double CDC’s current operating capacity),
bringing CDC’s total planned capacity to around 1,870MW targeted to be operating or under
construction by 2033
- CDC expects 200MW+ of capacity to commence construction over the next 12 months,
including the first tranche of Marsden Park
Infratil expects to commit equity funding of around A$600 million to CDC over the next two years,
which represents its pro-rata share of estimated funding capacity required by CDC to execute on its
medium-term development pipeline.
“CDC’s growth has accelerated considerably recently, driven by rapid growth in AI-driven data
demand. The growth we’ve announced today is significant, and confirms CDC is a world-class
business.
“The NZ$1,150 million we are raising today will not only support the CDC team to address this growth,
but also strengthens our ability to expand our renewables, digital and healthcare platforms. This
additional capital, combined with the significant growth opportunities ahead, makes it an exciting time
to be an Infratil shareholder.”
CDC CEO Greg Boorer said: “We are seeing an unprecedented increase in the number of customer
discussions, many of which are tied to AI-related workloads. CDC has been AI-ready for more than 15
years, and is well positioned to capture strong share of AI-driven demand.
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“Including reservations and rights-of-first refusals, over the last 18 months we have signed contracts
for 200MW+ of capacity and we continue to see higher demand in the Australian and New Zealand
markets. Our recently announced Marsden Park campus is in direct response to these demand
signals and is a strong indicator of the step change in the scale of demand and development we
expect to execute on in the period ahead.”
The proceeds of the Equity Raising (combined with cash on hand and currently available and
undrawn debt facilities) will provide Infratil with ~NZ$1,809 million of total available liquidity
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.
Following the Equity Raising, wholly owned group gearing will be reduced from 20% to 11.8%
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.
Infratil confirms there is no change to its FY25 guidance provided at the FY24 result in May 2024.
Barrenjoey Markets Pty Limited, Goldman Sachs Australia Pty Ltd and UBS New Zealand Limited are
acting as Joint Lead Managers.
Further details of the Equity Raising are as follows:
Placement
The underwritten Placement
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will be conducted through a bookbuild in which eligible investors in New
Zealand, Australia, and certain other jurisdictions will be invited to participate. A trading halt has been
granted by NZX and ASX to facilitate the Placement.
The Placement will comprise the issue of approximately 98.5 million new ordinary shares,
representing approximately 11.8% of current issued capital, to raise approximately NZ$1,000 million.
The Placement Issue Price of NZ$10.15 per new share represents a discount of 6.8% to the last NZX
close price on Friday, 14 June 2024 and a 6.0% discount to 5-day VWAP of NZ$10.79.
It is intended that eligible shareholders who bid for an amount up to their ‘pro-rata’ share of new
shares under the Placement will be allocated their full bid on a best efforts basis
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.
Interests associated with Infratil’s manager, Morrison, and related parties have pre-committed to
subscribe for NZ$63.27 million worth of new shares in the Placement equivalent to their pro rata
share.
Retail Offer
Infratil intends to conduct a non-underwritten Retail Offer to eligible existing shareholders to raise up
to NZ$150 million, with the ability to scale applications or accept over subscriptions at Infratil’s
complete discretion
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.
Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$150,000 and
A$45,000
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, respectively of new ordinary shares under the Retail Offer, free of any brokerage,
commission and transaction costs. The maximum application size has been selected with the
objective of enabling as many retail shareholders as possible to apply for their pro rata share of the
Equity Raising via the Retail Offer.
New shares to be issued under the Retail Offer will be issued at the lower of the Placement Issue
Price or a 2.5% discount to the 5-day VWAP of Infratil on the NZX over the five trading day period up
to, and including, the closing date of the Retail Offer.
New Shares to be issued under the Retail Offer will rank equally with existing Infratil shares on issue
and will be quoted on the NZX and ASX from the date of Retail Offer allotment.
If the Retail Offer is oversubscribed, applications may be scaled in Infratil’s discretion, by reference
only to the number of fully paid ordinary shares held by eligible shareholder’s accepting the Retail
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Offer at 9:00pm NZST on Friday, 14 June 2024. This approach is intended to ensure, as f ar as is
practicable, shareholders who apply for a number of shares that will allow them to maintain their
proportionate ownership in Infratil will receive those shares
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.
All eligible shareholders will be able to participate through either the Placement or the Retail Offer.
Full details of the Retail Offer will be set out in the Retail Offer Document, which will be released to
the NZX and ASX, and sent to eligible shareholders in New Zealand and Australia on Thursday, 20
June 2024. The closing date for applications by eligible shareholders is 5:00pm NZST on Monday, 8
July 2024.
FY24 Dividend Reinvestment Plan Issue Price
The announcement of the Equity Raising and the associated trading halt has occurred during the
trading period used to set the price of shares issued under Infratil’s dividend reinvestment plan
(“DRP”), which Infratil announced would be applied in respect of the final FY24 dividend on 21 May
2024. This could result in a difference between the final DRP Strike Price (if calculated in the ordinary
way) and the price at which Infratil shares are trading on NZX after the DRP Shares are issued, which
was not anticipated at the time the application of the DRP was announced. The Infratil Board
therefore expects, without limiting its discretion, to exercise its discretion in respect of exceptional or
unusual circumstances under the terms of the DRP Offer Document
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and set the DRP Strike Price at
the lower of the Placement Issue Price and the DRP Strike Price that would result from the usual DRP
Strike Price Calculation. The final determination of the DRP Strike Price will be announced on 24
June 2024, following the conclusion of the relevant trading period.
Further information
Further details of the Equity Raising are set out in the Investor Presentation provided to the NZX and
ASX today.
Any enquiries should be directed to:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com
Footnotes
1. Fully underwritten other than for pre-committed amounts from interests associated with Infratil’s
manager, Morrison, and related parties of NZ$63.27 million.
2. Liquidity comprises NZ$1,559.3 million of Infratil undrawn bank facilities, NZ$249.4 million of cash
and assumed equity raise proceeds (less transaction costs).
3. Gearing calculated as total net debt / total capital based on Infratil’s share price of NZ$10.89 as at
14 June 2024 and assumed Equity Raise proceeds of NZ$1,150 million.
4. For this purpose, an eligible shareholder's 'pro-rata' share will be estimated by reference to
Infratil's beneficial register on 13 June 2024, but without undertaking any reconciliation and
ignoring shares that may be issued under the Retail Offer. Accordingly, unlike in a rights issue,
this may not truly reflect the participating shareholder's actual pro rata share. Nothing in this
announcement gives a shareholder a right or entitlement to participate in the Placement and
Infratil has no obligation to reconcile assumed holdings (e.g., for recent trading or swap positions)
when determining a shareholder’s ‘pro-rata’ share. Shareholders who do not reside in New
Zealand or Australia or other eligible jurisdictions (as determined by Infratil in its sole discretion)
will not be able to participate in the Placement.
5. Eligible shareholders who bid in excess of their ‘pro-rata’ share as determined by Infratil and the
Joint Lead Managers are expected to be allocated a minimum of their ‘pro- rata’ share on a best-
efforts basis as set out in footnote 4 above; applications may be subject to scaling.
6. Infratil may scale applications or accept over subscriptions at Infratil’s complete discretion. If
Infratil decides to scale applications, it will do so by reference only to the number of fully paid
ordinary shares held by eligible shareholder’s accepting the Retail Offer at 9:00pm NZST on 14
th
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June 2024. This approach is intended to ensure, as far as is practicable, shareholders who apply
for a number of shares that will allow them to maintain their proportionate ownership in Infratil will
receive those shares. However, Infratil’s ability to scale in this manner is subject to the overall size
of the Retail Offer and regulatory restrictions on the number of shares that can be offered to
eligible Australian shareholders. Refer to the Retail Offer Document, when published, for further
details regarding Infratil’s intended approach to scaling.
7. If an eligible shareholder in Australia applies for an Australian dollar amount of shares, and the
exchange rate varies such that the Australian dollar amount applied for exceeds the NZ$50,000
regulatory limit (converted in accordance with the Retail Offer Document), shares having a total
issue price equal to NZ$50,000, which may be less than A$45,000, will be issued to the
shareholder and they will be refunded the excess cash amount.
8. Infratil’s ability to scale in this manner is subject to the overall size of the Retail Offer and
regulatory restrictions on the number of shares that can be offered to eligible Australian
shareholders. Refer to the Retail Offer Document, when published, for further details regarding
Infratil’s intended approach to scaling.
9. The DRP Offer Document can be found at https://infratil.com/for-investors/ and in the NZX
announcement on 21 May 2024.
10. The dates set out in this announcement are subject to change and are indicative only. All times
and dates refer to NZ standard time (unless otherwise specified). Infratil reserves the right, where
reasonable, to amend the timetable, subject to the NZX Listing Rules, ASX Listing Rules and
applicable law.
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Appendices
Key dates
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Placement Date / Time
Trading halt and Placement bookbuild Monday, 17 June 2024
Announcement of results of Placement and trading halt
lifted
Tuesday, 18 June 2024
ASX settlement Thursday, 20 June 2024
NZX settlement Friday, 21 June 2024
Allotment and commencement of trading of new shares
on NZX/ASX
Friday, 21 June 2024
Retail Offer
Date / Time
Record date Friday, 14 June 2024
Expected despatch of Retail Offer document Thursday, 20 June 2024
Retail Offer opens Thursday, 20 June 2024
Retail Offer closes Monday, 8 July 2024 (5:00pm NZST)
Announcement of results of Retail Offer Friday, 12 July 2024
Allotment of shares on NZX and ASX Tuesday, 16 July 2024
Commencement of trading of shares on NZX Tuesday, 16 July 2024
Commencement of trading of shares on ASX Wednesday, 17 July 2024
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IMPORTANT INFORMATION
This announcement has been prepared by Infratil Limited (NZ company number 597366, ARBN 144
728 307, ticker IFT (NZX and ASX)) (the “Company” or “IFT”) and is dated 17 June 2024. This
announcement provides information in relation to the Placement and Retail Offer for new shares in
the Company (the “New Shares”) under clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013 (“FMCA”) and in Australia under part 6D.2 of the Corporations Act 2001 Cth (the “Corporations
Act”) and Australian Securities and Investments Commission (“ASIC”) Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 as notionally modified by ASIC Instrument 23 0443.
INFORMATION
This announcement contains summary information about the Company and its activities which is
current as at the date of this announcement. The information in this announcement is of a general
nature and does not purport to be complete nor does it contain all the information which a prospective
investor may require in evaluating a possible investment in the Company or that would be required in
a product disclosure statement under the FMCA or a prospectus under the Corporations Act 2001
(Cth). The historical information in this announcement is, or is based upon, information that has been
released to NZX Limited (“NZX”) and/or ASX Limited (“ASX”). This announcement should be read in
conjunction with the Company’s annual report, market releases and other periodic and continuous
disclosure announcements, which are available at www.nzx.com and www.asx.com.au.
Any decision to acquire New Shares under the Retail Offer should be made on the basis of all
information provided in relation to the Offer, including the separate offer document to be lodged with
NZX and ASX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the Retail
Offer should review the Offer Document and apply in accordance with the instructions set out in the
Offer Document and Application Form accompanying the Offer Document or as otherwise
communicated to the shareholder. This announcement and the Offer Document do not constitute an
offer, advertisement or invitation in any place in which, or to any person to whom, it would not be
lawful to make such an offer, advertisement or invitation.
NOT FINANCIAL PRODUCT ADVICE
This announcement is for information purposes only and is not financial or investment advice or a
recommendation to acquire the Company’s securities, and has been prepared without taking into
account the objectives, financial situation or needs of prospective investors. Before making an
investment decision, prospective investors should consider the appropriateness of the information
having regard to their own objectives, financial situation and needs and consult a financial adviser,
solicitor, accountant or other professional adviser if necessary.
FORWARD-LOOKING STATEMENTS
Certain statements made in this announcement (including references to FY25 guidance) are ‘forward-
looking statements’. These forward-looking statements are not historical facts but rather are based on
IFT’s current expectations, estimates, beliefs, assumptions and projections about IFT, its portfolio
companies, the industries in which it operates, the outcome and effects of the Offer and use of
proceeds. These forward-looking statements include forecast financial information and guidance,
statements about IFT’s expectations about the performance of its businesses, statements about the
future performance of IFT and statements about the use of proceeds from the Offer. Forward looking
statements can generally be identified by the use of forward looking words such as “anticipate“,
“believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“,
“target“, “plan“ and other similar expressions within the meaning of securities laws of applicable
jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial
position or performance are also forward-looking statements.
These statements are not guarantees of future performance and are subject to known and unknown
risks, uncertainties and other factors, many of which are beyond the control of IFT, its directors and
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management, are difficult to predict and may involve significant elements of subjective judgement and
assumptions as to future events which may not be correct and could cause actual results to differ
materially from those expressed in the forward-looking statements. There can be no assurance that
actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this presentation relate only to events as of the date of this
announcement. The Company undertakes no obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances or unanticipated events
occurring after the date of this release except as required by law or by any appropriate regulatory
authority.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such
as indications of, and guidance on, outlook, future earnings and financial position and performance,
which reflect the Company’s views only as of the date of this release.
FINANCIAL INFORMATION
All financial information in this announcement is in New Zealand dollars (NZ$ or NZD) unless
otherwise stated.
Investors should be aware that certain financial measures included in this announcement are ‘non-
GAAP financial measures’ under the New Zealand Financial Markets Authority Guidance Note on
disclosing non GAAP financial information, “non‐IFRS financial information” under Regulatory Guide
230: ‘Disclosing non‐IFRS financial information’ published by ASIC and “non‐GAAP financial
measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as
amended, and are not recognised under International Financial Reporting Standards (IFRS) or
International Financial Reporting Standards (NZ IFRS), which is based on IFRS. Such non-IFRS
financial information/non-GAAP financial measures do not have a standardised meaning prescribed
by NZ IFRS or IFRS. Therefore, the non-IFRS financial information may not be comparable to
similarly titled measures presented by other entities, and should not be construed as an alternative to
other financial measures determined in accordance with by NZ IFRS or IFRS. The disclosure of such
non‐GAAP financial measures in the manner included in this presentation would not be permissible in
a registration statement under the U.S. Securities Act. Although IFT believes these non-IFRS financial
measures provide useful information to investors in measuring the financial performance and
condition of its business, investors are cautioned not to place undue reliance on any non-IFRS
financial information/non-GAAP financial measures included in this announcement.
This announcement may contain forecast financial information. Any forecast financial information
provided in this presentation is for illustrative purposes only and should not be relied upon as, and is
not represented as, being indicative of Infratil’s future financial performance and/or condition.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be
restricted by law and you should observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of applicable securities laws.
This announcement may not be released or distributed in the United States. This announcement does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States
or in any jurisdiction in which such an offer would be illegal. The securities to be offered and sold in
the Placement and the Retail Offer have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the securities to be offered and sold in the Placement
may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable securities laws of any state or other jurisdiction of the United States. The securities to be
offered and sold in the Retail Offer may not be offered or sold, directly or indirectly, in the United
States or to any person that is acting for the account or benefit of a person in the United States.
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DISCLAIMER
To the maximum extent permitted by law, each of the Company, Barrenjoey Markets Pty Limited,
Goldman Sachs Australia Pty Limited, and UBS New Zealand Limited (the “Lead Managers”) and
their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents
and advisers disclaim all liability and responsibility (whether in tort (including negligence) or
otherwise) for any direct or indirect loss or damage which may be suffered by any person through use
of or reliance on anything contained in, or omitted from, this announcement.
None of the Lead Managers or any of its respective affiliates, related bodies corporate, directors,
officers, partners, employees, agents or advisers have authorised, permitted or caused the issue,
submission, dispatch or provision of this announcement and none of them makes or purports to make
any statement in this announcement and there is no statement in this announcement which is based
on any statement by any of them.
The Lead Managers and its respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers make no representation or warranty, express or implied, as to the
currency, accuracy, reliability or completeness of information in this announcement and, with regard
to the Lead Managers and its respective advisers, affiliates, related bodies corporate, directors,
officers, partners, employees, shareholders, representatives and agents take no responsibility for any
part of this announcement, the Placement or the Retail Offer.
The Lead Managers and its respective affiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers make no recommendations as to whether you or your related parties
should participate in the Placement or Retail Offer nor do they make any representations or
warranties to you concerning the Placement or Retail Offer, and you represent, warrant and agree
that you have not relied on any statements made by the Lead Managers or its respective affiliates,
related bodies corporate, directors, officers, partners, employees, agents or advisers in relation to the
Placement and Retail Offer and you further expressly disclaim that you are in a fiduciary relationship
with any of them.
Statements made in this announcement are made only as at the date of this announcement. The
information in this announcement remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Retail Offer is determined by reference
to a number of matters, including legal regimes and the discretion of the Lead Managers and the
Company. The Company and the Lead Managers disclaim all liability in respect of the exercise of that
discretion to the maximum extent permitted by law.
All capitalised but otherwise undefined terms in this Important Notice section have the meanings
given to them in other sections of this announcement. This announcement has been authorised for
release to NZX and ASX by the Company’s Board of Directors.
---
NZ$1,150 million equity raise
to fund Infratil’s next stage of growth
Infratil Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
17 June 2024
1
Disclaimer and Important Notice
This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (“Infratil”) to provide information in relation to an offer of new shares in Infratil (“New Shares”) by way of (a) a placement to eligible selected investors (“Placement”),
and (b) a retail offer to existing shareholders of Infratil with a registered address recorded in Infratil’s share register which is in New Zealand or Australia (“Retail Offer”) (the Placement and the Retail Offer together, the “Offer”). The Offer will be made in New Zealand under
clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (“FMCA”) and in Australia in accordance with Australian Securities and Investments Commission (“ASIC”) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as
amended by ASIC Instrument 23-0443.
Information of a general nature: This presentation contains summary information about Infratil and its activities which is current only as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor
does it contain all the information which a prospective investor may require in evaluating a possible investment in Infratil or that would be required in a product disclosure statement, prospectus, or other disclosure document for the purposes of the FMCA or the
Corporations Act 2001 (Cth) (the “Corporations Act”). Infratil is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) and ASX Limited (“ASX”) 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 and http://www.asx.com.au. This presentation should be read in conjunction with Infratil’s other periodic and continuous disclosure announcements released to NZX and ASX. No
information set out in this presentation will form the basis of any contract.
NZX and ASX
The New Shares will be quoted on the NZX Main Board following completion of each of the Placement and the Retail Offer, and an application will be made by Infratil for the New Shares to be quoted on the ASX.
Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
Not an offer
This presentation is not a prospectus, product disclosure statement or other offering document under New Zealand law, Australian law or any other law (and will not be lodged with the New Zealand Companies Office, ASIC or any other regulator or exchange in New
Zealand, Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
Any decision to acquire New Shares under the Retail Offer should be made on the basis of all information provided in relation to the Offer, including the separate offer document to be lodged with NZX and ASX (the “Offer Document”). Any eligible shareholder who wishes
to participate in the Retail Offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and the application form accompanying the Offer Document or as otherwise communicated to the shareholder. The release,
publication or distribution of this presentation (including an electronic copy) outside New Zealand or Australia may be restricted by law. If you come into possession of this presentation, you should observe such restrictions and should seek your own advice on such
restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to Appendix D of this presentation (International Offer Restrictions) for information on restrictions on eligibility criteria to participate in the Placement and Retail Offer.
Restriction on distribution: The information in this presentation has been prepared on the basis that all offers of New Shares in Australia under the Placement will be made to Australian resident investors to whom an offer of shares for issue may lawfully be made
without disclosure under Part 6D.2 of the Corporations Act because of sections 708(8) and 708(11) of that act. This presentation is not a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act and has not
been and will not be lodged with ASIC. ASIC takes no responsibility for the contents of this presentation. Accordingly, this presentation may not contain all information which a prospective investor may require to make a decision whether to subscribe for New Shares and it
does not contain all of the information which would otherwise be required by Australian law to be disclosed in a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This presentation may not be released or distributed to US wire services or in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would
be illegal. The New Shares have not been, or will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered
or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.
Not investment advice: This presentation does not constitute legal, financial, tax, financial product advice, investment advice or a recommendation by Infratil or its advisers to acquire New Shares, and has been prepared without taking into account the objectives,
financial situation or needs of any individual. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and consult a financial advice
provider, solicitor, accountant or other professional adviser if necessary.
Future performance: Certain statements made in this presentation including references to FY2025 guidance are ‘forward-looking statements’. These forward-looking statements are not historical facts but rather are based on Infratil’s current expectations, estimates,
beliefs, assumptions and projections about Infratil, its portfolio companies, the industries in which it operates, the outcome and effects of the Offer and use of proceeds.
2
Disclaimer and Important Notice
These forward-looking statements include forecast financial information and guidance, statements about Infratil’s expectations about the performance of its businesses, statements about the future performance of Infratil, statements regarding the timetable, conduct and
outcome of the Offer and the use of proceeds from the Offer. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”,
“target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward-looking statements.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of Infratil, its directors and management, are difficult to predict and may involve significant
elements of subjective judgement and assumptions as to future events which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking statements. There can be no assurance that actual outcomes will not differ
materially from these forward-looking statements.
The forward-looking statements made in this presentation relate only to events as of the date of this presentation. Infratil undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or
unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings and financial position and performance.
Investment risk: An investment in Infratil shares is subject to investment and known and unknown risks, some of which are beyond the control of Infratil. Page 36 (“Key Risks”) of this presentation include a non-exhaustive summary of certain key risks associated with
Infratil and the Offer. Infratil does not guarantee any particular rate of return or the performance of Infratil.
Financial data
All currency amounts are in New Zealand dollars unless stated otherwise. Infratil has a 31 March financial year end.
Investors should be aware that this presentation contains certain financial information and measures that are “non-GAAP financial information” under the New Zealand Financial Markets Authority Guidance Note on ‘Disclosing non-GAAP financial information’, "non‐IFRS
financial information" under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by ASIC and "non‐GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended. The non-GAAP
financial information, non‐IFRS financial information and non‐GAAP financial measures include “EBIT”, “EBITDA”, “Net Debt”, and “Total Capital”.
The disclosure of such non‐GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the U.S. Securities Act. The non-GAAP financial information, non‐IFRS financial information and non‐GAAP
financial measures do not have standardised meanings prescribed under New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), Australian Accounting Standards (“AAS”) or International Financial Reporting Standards (“IFRS”) and, therefore,
such financial information and financial measures may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with the applicable NZ IFRS, AAS or
IFRS. Although Infratil believes the non-GAAP and non-IFRS financial information and financial measures provide useful information to users in measuring the financial performance and conditions of Infratil, investors are cautioned not to place undue reliance on any non-
GAAP or non-IFRS financial information or financial measures included in this presentation.
EBITDAF represents net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, gains or losses on the sales of investments, and excludes acquisition and sale related transaction costs and International Portfolio Incentive
Fees.
This presentation may contain pro forma and forecast financial information. Any pro forma and forecast financial information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as, being indicative of Infratil’s
future financial performance and/or condition. In addition, any pro forma financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
Each Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage
and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriters are acting as the joint lead managers and Underwriters of the Placement. In the ordinary course of their
various business activities, the Underwriters and their respective Extended Parties may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the
accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of Infratil and/or persons and entities with relationships with Infratil.
The Underwriters are acting for and providing services to Infratil in relation to the Placement and will not be acting for or providing services to Infratil's shareholders or creditors. The Underwriters have been engaged solely as independent contractors and are acting solely in
a contractual relationship on an arm’s length basis with Infratil. The engagement of the Underwriters by Infratil is not intended to create any agency or other relationship between the Underwriters and Infratil's shareholders or creditors. Each Underwriter, in conjunction with
its affiliates, is acting in the capacity as such in relation to the Placement and will receive fees and expenses for acting in this capacity.
In connection with the Placement, one or more eligible institutional investors may elect to acquire an economic interest in the New Shares ("Economic Interest"), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or its
affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Placement bookbuild
and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of Infratil in the Placement and/or the secondary market, including to hedge those derivative transactions,
as well as hold long or short positions in those securities. These transactions may, together with other securities in Infratil acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in an
Underwriter or its affiliates disclosing a substantial holding and earning fees.
3
Disclaimer and Important Notice
Past performance: Investors should note that past performance, including past share price performance of Infratil and pro forma historical information in this presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no
guidance as to) future Infratil performance including future share price performance. Any pro forma historical information is not represented as being indicative of Infratil’s views on its future financial condition and/or performance.
Disclaimer
The information contained in this presentation has been prepared in good faith by Infratil. None of Infratil, UBS New Zealand Limited (“UBS”), Barrenjoey Markets Pty Limited (“Barrenjoey”) or Goldman Sachs Australia Pty Ltd (“Goldman Sachs”) (UBS, Barrenjoey and
Goldman Sachs together, the “Underwriters” and who are also referred to in this presentation as being "Lead Managers" and "Bookrunners") nor their respective related companies and affiliates including, in each case, their respective shareholders, directors, officers,
employees, agents and advisers, as the case may be (“Specified Persons”), have independently verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the
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To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, damage or other consequence (whether foreseeable or not) suffered by any person: from
the use of or reliance on the information contained in, or omitted from, this presentation; from refraining from acting because of anything contained in or omitted from this presentation; or otherwise arising in connection therewith (including for negligence, default,
misrepresentation or by omission and whether arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the currency, fairness,
accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation
and waive any rights you may otherwise have in this respect.
None of the Underwriters nor any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, contractors, agents or advisers of any of them ("Extended Parties") have authorised, permitted or caused the issue, submission, dispatch or
provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. None of the Underwriters or any of their respective Extended
Parties take responsibility for any part of this presentation, or the Offer, and make no recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You
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and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriters are acting as the joint lead managers and Underwriters of the Placement. In the ordinary course of their
various business activities, the Underwriters and their respective Extended Parties may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the
accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of Infratil and/or persons and entities with relationships with Infratil.
The Underwriters are acting for and providing services to Infratil in relation to the Placement and will not be acting for or providing services to Infratil's shareholders or creditors. The Underwriters have been engaged solely as independent contractors and are acting solely
in a contractual relationship on an arm’s length basis with Infratil. The engagement of the Underwriters by Infratil is not intended to create any agency or other relationship between the Underwriters and Infratil's shareholders or creditors. Each Underwriter, in conjunction
with its affiliates, is acting in the capacity as such in relation to the Placement and will receive fees and expenses for acting in this capacity.
In connection with the Placement, one or more eligible institutional investors may elect to acquire an economic interest in the New Shares ("Economic Interest"), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or
its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Placement bookbuild
and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of Infratil in the Placement and/or the secondary market, including to hedge those derivative transactions,
as well as hold long or short positions in those securities. These transactions may, together with other securities in Infratil acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in
an Underwriter or its affiliates disclosing a substantial holding and earning fees.
This presentation contains data sourced from and the views of independent third parties. In such data being replicated in this presentation, no Specified Person makes any representation, whether express or implied, as to the accuracy of such data. The replication of any
views in this presentation should not be treated as an indication that Infratil or any other Specified Person agrees with or concurs with such views.
General: For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by Infratil, any question-and-answer session that follows that oral presentation, hard copies of this presentation and any materials
distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. Subject to the NZX and ASX Listing Rules, Infratil reserves the right to withdraw, or vary the timetable for, the Placement
and/or the Retail Offer, without notice
Acceptance: By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the
contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; and (iii) you will base any investment decision solely on information released by Infratil via NZX and ASX
(including, in the case of the Retail Offer, the Offer Document).
Section 1
Overview
5
Infratil is raising equity to fund accelerated growth at CDC, and provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio
Overview
Notes:
1.400MW+ of capacity expected to come online over the next 4-5 years
2.Fully underwritten other than for pre-committed amounts from interests associated with Morrison and related parties of NZ$63.27 million
3.Estimated liquidity comprises of NZ$1,559.3 million of Infratil undrawn bank facilities, NZ$249.4 million of cash and assumed equity raise proceeds (less transaction costs)
4.Gearing calculated as total net debt / total capital based on share price of NZ$10.89 as at 14 June 2024 and assumed equity raise proceeds
•Liquidity will continue to be supported by core cash generating assets to allow further reinvestment into growth platforms
•Proceeds from the equity raising, combined with cash on hand and currently available and undrawn debt facilities, will provide Infratil with ~NZ$1,809
million of available liquidity
3
•Post the equity raising, Infratil’s wholly owned group gearing will reduce from 20.0% to 11.8%
4
which remains below our medium-term portfolio leverage
assumption of 30%
•No change to Infratil guidance published at full year results (21 May 2024)
Funding, liquidity & guidance
•Demand for data centres continues to accelerate on the back of cloud adoption and significant investments in Generative AI
•The rapid increase in demand has led CDC into advanced negotiations with customers for over 400MW
1
of capacity across multiple sites, which is
expected to accelerate CDC's capital expenditure and funding needs
‒CDC’s development pipeline continues to expand with the inclusion of the Marsden Park development, a ~720MW campus (more than double
CDC’s current operating capacity), bringing CDC’s total planned capacity to ~1,870MW
‒CDC expects 200MW+ of additional capacity to commence construction in the next 12 months, including the first tranche of Marsden Park
•Infratil expects to commit equity funding of ~A$600m to CDC over the next two years, providing CDC with sufficient capacity to execute on its medium-
term pipeline
CDC growth continues to
accelerate
•Strong thematic tailwinds are providing significant growth potential across the Infratil portfolio, particularly in a development pipeline of renewable energy
projects across the USA, Asia and Europe (e.g. Longroad, Gurin Energy, Galileo) and digital & connectivity platforms (e.g. Kao Data)
•Infratil’s renewables platform represents ~22% of the portfolio and is expected to continue to be a key growth platform
Multiple growth opportunities
across the portfolio
•Infratil is launching a NZ$1,150 million equity raising comprising:
‒NZ$1,000 million underwritten
2
Placement
‒NZ$150 million non-underwritten Retail Offer (final amount subject to applications, oversubscriptions and scaling)
•Proceeds to fund accelerated growth of CDC, and provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio
Equity raising & use of proceeds
6
Complementary portfolio of higher return growth platforms supported by core cash generating businesses, centred on “ideas that matter”
Portfolio focussed on four high-conviction platforms
Infratil focuses on sectors and businesses with strong
defensive characteristics and opportunities for scalable
investment
Infratil is well positioned within these sectors, benefiting
from scale and jurisdictional diversification, underpinned
by attractive global thematics (e.g. cloud, AI and data
demand trends, energy transition)
Infratil continues to target portfolio returns of 11-15% per
annum (after fees) over a 10-year period and has
achieved a total shareholder return of 18.7%
1
since its
inception in 1994
Infratil’s cash-generating core assets (One NZ, Wellington
Airport and Manawa Energy), existing capital position,
and the equity raising provide flexibility to support our
high-growth platforms and capital commitments
AirportsDigitalRenewablesHealthcare
~4% portfolio
2
~62% portfolio
2
~22% portfolio
2
~10% portfolio
2
Interest: 48.2%
Interest: 20.0%
Interest: 52.8%
Interest: 99.9%
Interest: 66%
Interest: 57.6%
Interest: 50.0%
Interest: 50.3%
Interest: 51.1%
Interest: 37.3%
Interest: 95%
Interest: 40%
Interest: 73%
Notes:
1.Return for the 30-years to 31 March 2024. The total shareholder return assumes an investor participated in Infratil’s IPO and that an investor reinvests all dividends at the time of receipt and participates in any equity raises or rights offerings so that they neither
take any money out or invest any new money into Infratil
2.Infratil Portfolio asset value represents the independent valuation of Infratil’s equity ownership or book value of its portfolio companies
Expected to reach
financial close in 2024
7
Unprecedented growth in data centre demand is creating greater opportunities for CDC to win new contracts and accelerate construction
CDC is positioned for growth
Leading ANZ data centre provider with 302MW of existing operating capacity
Operating in key Australian and New Zealand markets including Canberra, Sydney, Melbourne and Auckland
Acceleration of Marsden Park campus (~720MW) due to growing customer demand has increased total planned capacity for CDC to
~1,870MW
400MW+ of capacity under advanced negotiations with key customers at multiple sites across the CDC footprint and is expected to
come online over the next 4-5 years
388MW under construction across current footprint and expecting to commence construction on an additional 200MW+ in the next 12
months
Section 2
CDC business update
9
110
136
164
188
226
251
116
150
191
239
291
346
2022A2023A2024F2025F2026F2027F
Data managementIaaS
40
137
304
548
897
1,304
2022A2024F2026F2028F2030F2032F
Key Generative AI funding milestones
Significant investment in Generative AI has driven unprecedented demand for high power density data centre regions and computing infrastructure
The next wave of demand for data centre capacity
US$50bn total investments into AI startups
More than 70 rounds of US$100m or more invested
into startups creating GenAI models
US$10bn investment from Microsoft into 49% stake in
OpenAI (ChatGPT)
US$2bn investment from Google and US$4bn
investment from Amazon into AI assistant Anthropic
Material funding now being deployed into Generative AI use
cases and model training / inferencing, driving demand for
graphics processing units (GPUs) and data centre capacity
Source: Gartner, Forbes, Ericsson, Altman Solon, Goldman Sachs, Market Research Future (MRFR), McKinsey, Techcrunch, Crunchbase, Bloomberg
Generative AI revenue (A$bn)
Global data management and Infrastructure as a Service spend (Iaas) (US$bn)
Notes:
1.CAGR: Compound annual growth rate
10
CDC is the pre-eminent owner / operator and developer of highly secure, connected and sovereign data centre campuses across Australia and New Zealand
CDC’s unique platform offering
Availability
•100% uptime guaranteed
•Resilient and modern facilities
•Futureproofing for increased power
densities
Interconnection
•Powerful ecosystem
•Direct customer and cloud provider
connectivity
Optionality
•Modular, efficient facilities
•Value-add service options
•AI ready fungible footprints for
air/liquid cooling workloads
Security
•HCF Certified Strategic Provider
1
•Government security accreditation
•24 x 7 x 365 on site guards
•Security cleared personnel
Sustainability
•Industry-leading WUE
2
•First net carbon zero hyperscale data
centre provider in New Zealand
•Closed-loop cooling system with no net
water usage
>75%
EBITDAF
margin
>90%
of revenue from AAA
rated counterparties
(97% IG rated)
~32 yr
WALE
including options
14
Operational data
centres across ANZ
(302MW)
0%
prior customer churn
Notes: 1. Hosting Certification Framework, Australian Government; 2. Water Usage Effectiveness; 3. Weighted Average Lease Expiry
7
data centres under
construction
100%
land ownership of data
centre sites
3
11
7
13
88
140
45
80
130
200+
Standard colocationHyperscale cloudGenAISupercomputer
Average workload requirementMinimum thermal densityMaximum thermal density
CDC’s core design principles from 2007 are 100% applicable for AI use – the greater technical complexity and computing power of AI are easily accommodated
by an infrastructure deliberately designed to natively support high performance computing
CDC is AI ready
CDC has been building data centres capable of hosting AI
workloads for over 15 years...
... and CDC’s liquid cooling technology caters to all types of
server demands
Total thermal output by rack configuration and workload (kW)
CDC has a long track record of having fungible facilities with the ability
to meet different customer specifications, including the most intensive
power and cooling demands
CDC has accommodated Australia’s largest supercomputers for ~15
years, requiring direct liquid cooling supporting in excess of 200kW per
rack
CDC has utilised closed loop water reticulation since inception,
resulting in industry-leading Water Usage Effectiveness (WUE)
CDC’s structural designs allow for large weight loads, which in turn
allows increased capacity in the same facility as hardware
requirements change
Air cooling is only suitable for “standard”
workloads and low power densities
CDC’s liquid cooling can cope with power densities in
excess of 200kW per rack; this can support the world’s
most powerful supercomputers
12
Continued data centre demand growth and a growing pipeline of additional capacity commitments from existing and new customers has accelerated CDC’s capex
and funding needs to continue to deliver growth in existing and new regions
CDC growth accelerating
CDC has accelerated construction and development across all
regions due to a transformative shift in customer demand, driven
by AI advancements
Broad-based demand from existing and new customers across
Government, NCI
1
and Hyperscale segments
17+ years of successful build experience and a proven ability to
bring capacity to market efficiently, supported by strong
relationships that minimise supply chain issues and reduce the risk
of delays
21-hectare project comprising six four-story data centre buildings with power fully secured via a
~720MW substation – each building will feature 24 data halls, totalling around 255,000 sqm (2.7
million sq ft) and 40 generators
The Marsden Park campus significantly expands CDC’s future
capacity and growth potential and is more than double the current
operating capacity with construction on tranche 1 expected to
commence this financial year
Notes: 1. National Critical Infrastructure
Marsden Park project overview
~720MW Built capacity
Project design
13
Total planned
capacity by 2033
CDC is experiencing a rapid acceleration of its development activities with seven data centres under construction (representing 388MW of built capacity) across
Sydney, Canberra, Melbourne and Auckland. The inclusion of the entire Marsden Park campus contributes to an increase in the total planned pipeline to ~1,870MW
CDC growth outlook
Existing built capacity and future growth (MW)
Notes:
1.Capacity contracted includes reservations and rights of first refusal
2.Total capacity targeted to be operating or under construction by 2033
3.400MW+ of capacity expected to come online over the next 4-5 years
Operating
capacity
Additional
Marsden
Park grow th
~1,870
2
200MW+ of additional
capacity contracted
1
in the
past 18 months
388MW expected to complete
by the end of FY2026
•Melbourne – 121MW
•Sydney – 158MW
•Canberra – 39MW
•New Zealand – 70MW
CDC expects 200MW+ of
capacity to commence
construction in the next 12
months with a typical build
period of 2-3 years
Additional landbank available
for future growth
400MW+ of capacity under
advanced negotiations
3
1,180
14
CDC has a proven track record in funding and development, and is expected to deliver attractive project returns
CDC funding strategy
CDC’s approach to debt / equity mix to fund growth
Notes:
1.CDC currently generates a blended EBITDAF per ICT MW across all sites and customer segments of over A$2.0m
2.Based on historical build performance
A$2m+ EBITDAF / ICT MW p.a.
1
A$13m – A$16m capex / Built MW
2
7x – 10x leverage
CDC key metrics
•Debt sizing consistent with maintaining prudent credit metrics
commensurate with an investment grade capital structure
•CDC has committed or undrawn liquidity of ~A$2.2bn following the
recently executed ~A$860m USPP issuance (June 2024), weighted
average tenor now ~5.7 years
•CDC intends to continue accessing a range of debt markets to
provide additional funding for its FY25/26 capex program
•Infratil expects to commit funding of ~A$600m (Infratil’s pro-rata
share) to CDC over the next two years, providing CDC with sufficient
capacity to execute on its medium-term development pipeline
Debt
Equity
Attractive project returns, and platform expected to
continue to deliver at least mid-teens equity returns
to Infratil shareholders
WALE of ~32 years
Section 3
Infratil growth outlook and funding
16
Multiple near-term opportunities to deploy capital while continuing to target 11 – 15% portfolio net returns through Infratil’s renewable and digital development
platforms, which are benefitting from structural tailwinds for clean energy, digitisation and connectivity
Infratil has a range of growth investment options beyond CDC
•~70 active projects in progress
•6.0GW development pipeline over CY24-27
•Target 9.5GW of operating capacity by the
end of CY27 (1.5GW p.a.)
•Attractive M&A opportunities to accelerate
platform growth
•Infratil expecting to commit ~US$110m of
additional equity in FY25
1.6GW across 5 projects
targeting financial close in
FY25
76MW solar projects
under construction
6.7GW development
pipeline
1
•Construction on a second 38MW project in the
Philippines
2
commencing soon
•~200MW of projects advancing to FID
3
in CY25
•Significant expansion opportunities across the
portfolio, particularly in Singapore, Japan,
South Korea, and the Philippines
Notes:
1.Development pipeline as at 31 March 2024. Comprises developments in Singapore (4,780MW), Philippines (630MW), Japan (500MW), Thailand (427MW), and South Korea (325MW)
2.Final investment decision achieved in April 2024
3.Final Investment Decision
22.8MW operating capacity
8.7MW under construction
•40MW development in Manchester announced,
with power and planning secured
•Strong demand from new and existing
customers including high profile additions
•Ability to utilise recently refinanced debt
facilities to drive growth
1.8GW operating capacity
Other investment
opportunities
Expected to reach
financial close in 2024
17
•The proceeds of the equity raise would initially be used to pay down bank debt, before being
deployed to support CDC and further investment opportunities across the portfolio
•Gearing improves from 20.0% to 11.8% after a NZ$1,150 million
2
equity raise and remains
below our medium-term portfolio leverage assumption of 30%
•Infratil has recently raised $204.5 million of IFT350s to refinance the maturing IFT230s in
June 2024. The new bonds will be issued on 17 June 2024
Net debt and gearing %
Debt Maturity Profile
4
The equity raise provides increased flexibility to support investment opportunities across the portfolio
Debt capacity & facilities
Notes:
1.Net bank debt / (cash) has been adjusted to reflect the forecast net equity raise proceeds, net payment of the FY2024 final dividend and net new bond issuance from the IFT350s but excludes other net cash movements in June 2024
2./3. Gearing calculated as total net debt / total capital based on closing share price of NZ$10.89 as at 14 June 2024 and assumed equity raise proceeds (NZ$1,000 million placement and NZ$150 million retail offer, less transaction costs)
4. Based on 30 June 2024 pro-forma funding position and assumes all bank debt facilities are retained
$millions31 March 2024
30 June 2024
Pro-forma
1
Net bank debt / (cash)791.8(249.4)
Infrastructure bonds1,241.11,389.4
Perpetual bonds231.9231.9
Total net debt2,264.81,371.9
Market value of equity9,066.710,249.9
Total capital11,331.411,621.8
Gearing
3
20.0%11.8%
Undrawn bank facilities800.91,559.3
Liquidity available820.11,808.7
100
164
156
102
146
273
243
204
232
180
515
515
350
FY25FY26FY27FY28FY29FY30FY31FY32>FY33
BondsUndrawn Bank Debt
1,181 1,775 1,715 623 725 2,265 1,372
33.6%
40.8%
25.0%
9.4%
9.8%
20.0%
11.8%
FY19AFY20AFY21AFY22AFY23AFY24AJun-24
Net debtGearing30% Portfolio leverage asumption
Section 4
Equity Raising
19
Infratil is raising NZ$1,000 million via a Placement and NZ$150 million via a Retail Offer to fund accelerated growth of CDC, and provide additional balance
sheet flexibility to allow Infratil to continue to invest across its portfolio
Equity raising details
Offer structure and size
▪Placement to raise NZ$1,000 million and Retail Offer to raise NZ$150 million
▪Approximately 113.3 million new shares to be issued (equivalent to 13.5% of current issued capital)
▪Infratil intends that eligible shareholders who bid for up to their ‘pro-rata’ share of new shares under the Placement will be allocated their full bid, on a best
efforts basis
1,2
Placement Price
▪Issue price under the Placement of NZ$10.15 per share (Placement Price) representing:
▪6.8% discount to the last closing price of NZ$10.89 on 14 June 2024
▪6.0% discount to the 5-day VWAP
3
of NZ$10.793
Ranking of new shares
▪Each New Share will rank equally with existing shares on issue
▪New Shares to be quoted on NZX and ASX following settlement
Commitments
▪All Infratil directors intend to participate in the equity raising by acquiring their ‘pro rata’ share
▪Certain interests associated with Morrison and related parties have pre-committed to subscribe for NZ$63.27 million worth of new shares in the Placement
equivalent to their pro-rata share of the equity raise (Pre-committed Amounts)
Underwriting & Lead Managers
▪Placement is underwritten (excluding the Pre-committed Amounts)
▪Retail Offer is not underwritten
▪Barrenjoey Markets Pty Limited (Barrenjoey), Goldman Sachs Australia Pty Ltd (Goldman Sachs) and UBS New Zealand Limited (UBS) are Joint Lead
Managers, Underwriters and Bookrunners
Retail Offer
▪Retail Offer size is NZ$150 million with discretion to scale applications or accept oversubscriptions
4
▪Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$150,000 / A$45,000
5
each in additional securities, free of brokerage,
commission or transaction costs
▪New shares under the Retail Offer will be issued at the lower of the Placement Price or a 2.5% discount to the 5-day VWAP of Infratil on the NZX up to, and
including, the closing date of the Retail Offer.
Notes: 1. For this purpose, an eligible institutional shareholder's 'pro-rata' share will be estimated by reference to Infratil's beneficial register on 13 June 2024, but without undertaking any reconciliation and ignoring shares that may be issued under the Retail Offer. Accordingly, unlike in a rights
issue, this may not truly reflect the participating shareholder's actual pro rata share. Nothing in this presentation gives a shareholder a right or entitlement to participate in the Placement and Infratil has no obligation to reconcile assumed holdings (e.g., for recent trading or swap positions)
when determining a shareholder's 'pro-rata' share. Institutional shareholders who do not reside in New Zealand or Australia or other eligible jurisdictions will not be able to participate in the Placement.
2. Eligible institutional shareholders who bid in excess of their pro-rata' share as determined by Infratil and the Joint Lead Managers are expected to be allocated a minimum of their 'pro- rata' share on a best-efforts basis as set out in footnote 1 above; applications may be subject to scaling.
3. Volume weighted average price for period 10 June 2024 to 14 June 2024.
4. Infratil may scale applications or accept over subscriptions at Infratil’s discretion. If Infratil decides to scale applications, it will do so by reference only to the number of fully paid shares held by those shareholders accepting the Retail Offer at 9:00pm NZST on 14 June 2024. This approach is
intended to ensure, as far as is practicable, shareholders who apply for a number of shares that will allow them to maintain their proportionate ownership in Infratil will receive those shares. However, Infratil’s ability to scale in this manner is subject to the overall size of the Retail Offer and
regulatory restrictions on the number of shares that can be offered to eligible Australian shareholders. Refer to the Retail Offer booklet, when published, for further details regarding Infratil’s intended approach to scaling.
5. If an eligible shareholder in Australia applies for an Australian dollar amount of shares, and the exchange rate varies such that the Australian dollar amount applied for exceeds the NZ$50,000 regulatory limit (on the basis of the NZ$:A$ exchange rate published by the New Zealand Reserve
Bank on its website at 3:00pm NZST on the closing date of the Retail Offer), shares having a total issue price equal to NZ$50,000 (converted in accordance with the Retail Offer booklet), which may be less than A$45,000, will be issued to the shareholder and they will be refunded the excess
cash amount.
20
Equity raising timetable
PlacementDate
Trading halt and Placement bookbuildMonday, 17 June 2024
Announcement of results of Placement and trading halt liftedTuesday, 18 June 2024
ASX settlement Thursday, 20 June 2024
NZX settlement Friday, 21 June 2024
Allotment & commencement of trading of new shares on NZX/ASXFriday, 21 June 2024
Retail OfferDate
Record date9:00pm NZST Friday, 14 June 2024
Expected despatch of Retail Offer documentThursday, 20 June 2024
Retail Offer opensThursday, 20 June 2024
Retail Offer closes5:00pm NZST Monday, 8 July 2024
Announcement of results of Retail OfferFriday, 12 July 2024
Allotment of shares on NZX and ASX Tuesday, 16 July 2024
Commencement of trading of shares on NZX Tuesday, 16 July 2024
Commencement of trading of shares on ASX Wednesday, 17 July 2024
Key Dates
1
Notes: 1. The above timetable and all dates are indicative only and subject to change.
21
Concluding remarks and Q&A
We have a fantastic opportunity at CDC to capture the rapid growth in AI-driven data demand and are excited to support the CDC team to continue delivering world
class data centres
We remain excited about the substantial ongoing investment opportunities in our renewables and digital & connectivity platforms
The NZ$1,150 million we are raising today strengthens our ability to continue investing at CDC and across our portfolio
We will continue to maintain discipline to prioritise the highest value opportunities for our shareholders
The additional capital, combined with significant growth opportunities ahead and the flexibility of our portfolio to support it over time, lays the groundwork for
continued strong future growth
Appendix A
Supplementary materials
23
FY24 Proportionate EBITDAF by segment
1
(NZ$m)Portfolio asset value
2
by geography (NZ$bn)
Focus on four high-conviction platforms, across a geographically diverse portfolio of companies
Portfolio composition
74%
7%
12%
8%
DigitalRenewablesHealthcareAirports
NZ$864m
37.0%
41.0%
15.0%
6.0%
AustraliaNew ZealandUnited States
EuropeAsia
NZ$14.2bn
Notes:
1 Excludes Corporate costs
2.Portfolio asset value represents the independent valuation of Infratil’s equity ownership or book value of its portfolio companies
Portfolio asset value
2
by investments (NZ$bn)
NZ$14.2bn
31%
25%
14%
5%
4%
4%
4%
3%
3%
6%
CDCOne NZ
LongroadManawa
Wellington AirportRHCNZ
KaoRetireAustralia
QscanOther
24
Portfolio well positioned to meet Infratil’s target return of 11-15% per annum after fees and tax
Target Returns
Infratil
Portfolio
1
Target Returns
Leverage
Assumptions
Management
Costs
Return to
Shareholders
Core
Core Plus
Development &
Growth
8-10%
Per annum
10-15%
Per annum
15-25%
Per annum
Average net debt
/ total capital 30%
at 6% per annum
interest rate
1% of assets
per annum
11-15%
per annum
Active asset management and balance
sheet flexibility are key to managing risk and
achieving returns
▪Operating renewable generation
▪Established data centres
▪One NZ
and Wellington Airport
▪Established retirement villages
▪Data centres contracted and
under construction
▪Radiology businesses
▪Future data centres and data
connectivity solutions
▪Renewable generation under
construction and future pipeline
▪Retirement villages under
construction and future pipeline
Notes:
1.Illustrative based on the composition of Infratil’s existing portfolio as at 31 March 2024
25
-
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
180,000
199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018201920202021202220232024
Accumulated Capital GainAccumulated Dividends
Infratil has delivered a total shareholder return of 21.7% for FY24 and a 18.7% average annual return over 30 yearsafter fees and tax
Total shareholder returns
2014-2024: 22.0%2004-2014: 9.6%1994-2004: 22.4%
PeriodTSR
1
1 - year21.7%
5 – year
24.6%
10 – year
22.0%
20 – year
16.3%
Since inception (30 years)
18.7%
Notes:
1.Returns as at 31 March 2024
2.The accumulation index assumes that $1000 were invested in Infratil’s IPO and that an investor reinvests all dividends at the time of receipt and participates in any equity raises or rights offerings so that they neither
take any money out or invest any new money into Infratil
3.Accumulated dividends represents the total value of dividends received by the investor
26
Overview
CDC, One NZ, Kao Data, Longroad Energy, Galileo, Gurīn Energy, Qscan, RHCNZ Medical
Imaging, RetireAustralia, and Wellington Airport reflect the midpoint of 31 March independent
valuations
The fair value of Manawa Energy is shown based on the market price per the NZX
Fortysouth, Mint Renewables, Clearvision and Property reflect their accounting book value as
at 31 March 24
Key valuation methodologies and assumptions underpinning these independent valuations are
included in the FY24 result presentation
Value of Infratil’s subsidiaries and associates is recorded in Infratil’s financial statements in accordance with NZ IFRS
Asset values
Year ended 31 March ($Millions)20232024
CDC$3,678.7$4,419.7
One NZ$1,222.8$3,530.5
FortySouth$207.7$195.2
Kao Data$255.7$556.2
Manawa Energy$795.2$728.0
Longroad Energy$1,583.4$1,952.0
Galileo$72.2$240.7
Gurīn Energy$7.9$237.1
Mint Renewables$3.1$2.0
RHCNZ Medical Imaging$511.6$606.7
Qscan Group$374.3$411.9
RetireAustralia$441.1$464.4
Wellington Airport$512.8$623.7
Clearvision Ventures$125.2$142.6
Property$115.2$98.4
Portfolio asset value$9,906.9$14,209.1
27
147
161
215
271
79%
75%
77%
76%
FY21AFY22AFY23AFY24AFY25 Guidance
EBITDAEBITDA Margin %
188
215
280
356
FY21AFY22AFY23AFY24A
Revenue (A$m)
EBITDAF and margin % (A$m)
Rack utilisation
2
Profitable growth to continue as customers are onboarded into facilities and increased capacity under construction is delivered to meet increasing customer
demand
CDC financial and operating performance
WALE – evolution over time (yrs)
3
Capex guidance(FY25)
~A$2.35 - $2.65 billion
Moving towards net zero
carbon by 2030 in
Australia
4
1st certified net carbon
zero hyperscale data
centre provider in NZ
A$2.0m+ EBITDA
per MW (blended)
1
Notes:
1.CDC currently generates a blended EBITDAF per ICT MW across all sites and customer segments of over A$2.0m
2.Including white space and reserved
3.Including options
4.For scope 1, 2 and defined scope 3
~20% growth
from FY24
75%
66%
83%
FY22AFY23AFY24A
21.6
24.0
31.6
FY22AFY23AFY24A
320 - 330
28
CDC has a unique platform with additional land and power secured at current and new campuses, positioning CDC for the next phase of growth
CDC footprint
Sydney Eastern Creek
Canberra Hume
Sydney
Canberra
Auckland
Melbourne
HU1HU2HU3
HU4HU5
FY1
FY2
BE1
EC1EC2EC3
EC4EC5EC6
Hume One:
Hume Two:
SD1
HV1
Auckland Silverdale
Auckland Hobsonville
Melbourne Brooklyn
Canberra Fyshwick
CDC campus
Operational data centre
Data centre under development
Dark fibre connectivity
BK1BK2
HV2
Sydney Marsden Park
MP1
Canberra Beard
Future development
BK3
SD2
HU6
SD1A
HV1A
BE2
MP2MP3
MP4
MP5MP6
14
Operational data centres across
Australia and New Zealand
Additional capacity to
accommodate step-change in
AI demand
Land holdings ow nership for
existing and growth projects
Expansion in existing and new
markets across Australia and
New Zealand
All campuses connected w ith
multiple diverse high speed
secure fibre paths
7
Data centres under construction
100%
29
W hile GenAI continues to be the largest near-term driver for demand, the adoption of new technology and the continued growth in cloud is forecast to drive
additional data centre growth
Data centre demand – additional growth drivers
5%
54%
20222030
63%
78%
6%
45%
1%
23%
1%
15%
1%
15%
2022203020222030202220302022203020222030
Advanced Data
Analytics
Cyber SecurityInternet of ThingsVirtual Worlds
Advanced
robotics/sensors
Quantum
technologies
Adoption of critical technologies by Australian businesses
Source: ACS Digital Pulse 2023
Appendix B
Key risks
31
Key risks
Key risk considerations related to the equity raising
This section comments on the risks that Infratil has identified in connection with the equity raise. Like any investment, there are risks associated with an investment in Infratil shares. This section does not (and does not
purport to) identify all of the risks related to the future operating and financial performance of Infratil, an investment in Infratil shares, risks apply to any portfolio entities, the equity raise, or general market, industry,
regulatory or legal risks applying to Infratil, any of its subsidiaries, or portfolio entities. Some risks may be unknown and other risks, currently considered to be immaterial, could turn out to be material.
Investors should also refer to Infratil’s previous NZX disclosures, including its most recent Annual Report, the investor presentation in relation to its annual results for FY24, and the regular updates Infratil gives to the
market about the performance and likely performance of its portfolio entities, and how that impacts on overall performance (https://infratil.com/for-investors/).
The last 24 months have seen periods of volatility in global markets, including in relation to interest and foreign exchange rates, and a structurally higher interest rate environment than has been experienced globally for
some time. Infratil has highlighted, and will continue to highlight, risks arising from these factors in relation to its reporting on the performance of its operating businesses, as well as how those risks relate to Infratil’s
overall performance, but notes that increased volatility in these markets and the consequential impact on global and domestic economies, including increased financing costs and/or the costs of currency conversion into
New Zealand dollars, can adversely affect the profitability of Infratil and its operating businesses.
A number of Infratil’s portfolio entities (including CDC, Kao Data, Longroad Energy and Gurīn Energy) are in a significant capital intensive phase of development. Development activities of this type carry inherent risks,
including:
changes in the competitive environment which can reduce the returns that may be achieved;
the forecast demand for projects not eventuating (including due to changes in technology trends);
a material escalation of development or operating costs which cannot be passed through to customers;
project delays or the inability to complete development projects (including due to a failure to secure planning approvals);
adverse changes in the applicable regulatory environment;
being unable to secure the capability or equipment required for projects;
non-performance by key contractors or suppliers; and
the inability of portfolio entities to access sufficient debt and equity funding.
The failure or significant delay of a material development project or series of development projects may adversely affect Infratil’s future financial position.
Before deciding whether to invest in Infratil shares, you must make your own assessment of the risks associated with the investment, including the inherent risks from investing in shares and the uncertainties noted
above, and consider whether such an investment is suitable for you having regard to all other publicly available information, your personal circumstances and following consultation with your financial and other
professional advisers.
Appendix C
Foreign selling restrictions
33
Foreign selling restrictions
International Offer Restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of Infratil in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New
Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a "disclosure document" under Australian law. This document may
contain references to dollar amounts which are not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with
investment in foreign currency denominated investments and does not address Australian tax issues. Infratil is a company which is incorporated in New Zealand and the relationship between it and investors will be
largely governed by New Zealand law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and Infratil is not
subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act.
Bermuda
Infratil, this document, and the New Shares offered hereby have not been, and will not be, registered under the laws and regulations of Bermuda, nor has any regulatory authority in Bermuda passed comment upon or
approved the accuracy or adequacy of this document.
No offer or invitation to subscribe for the New Shares will be made to the public in Bermuda.
Non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering the New
Shares in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda. The New Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business
Act of 2003 (as amended) of Bermuda and the Exchange Control Act 1972 (and regulations made thereunder) and the requirements of the related regulations of Bermuda, which regulates the sales of securities in
Bermuda.
No invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for any of the New Shares
Canada (British Columbia, Ontario and Québec provinces only)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Québec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and
only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only
be distributed in the Provinces to persons that are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions or section 73.3 of the Securities Act (Ontario), as applicable
(collectively "NI 45-106").
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is
an offence.
34
Foreign selling restrictions
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the
information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces
must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale
restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Infratil as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Infratil or its directors or officers. All or a
substantial portion of the assets of Infratil and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Infratil or such persons in Canada or to enforce a
judgment obtained in Canadian courts against Infratil or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with New Zealand Accounting Standards and also comply with International Financial Reporting Standards and interpretations
issued by the International Accounting Standards Board.
Information in this document has not been prepared with regard to matters that may be of particular concern to Canadian investors and accordingly, should be read with this in mind. All monetary amounts used in this are
stated in New Zealand dollars, unless otherwise indicated.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is
delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation.
Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than
(a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person
owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against
Infratil if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Infratil.
This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this
document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of
purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Infratil, provided that:
(a) Infratil will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation;
(b) in an action for damages, Infratil is not liable for all or any portion of the damages that Infratil proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and
(c) in no case shall the amount recoverable exceed the price at which the New Shares were offered.
35
Foreign selling restrictions
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
(a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
(a) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the
transaction that gave rise to the cause of action.
These rights are in addition to and not in derogation from any other right the purchaser may have.
British Columbia and Québec. If this document, or any amendments thereto, contains a misrepresentation, an investor resident in British Columbia or Québec who purchased New Shares under this document in reliance
on the “accredited investor” exemption under NI 45-106, will not be entitled to the statutory rights of action described above. However, in consideration of purchasing New Shares under this document and upon
acceptance by the Company of the investor’s subscription in respect thereof, investors in those jurisdictions are hereby granted a contractual right of action for damages or rescission that is the same as the statutory
rights of action described above provided to investors resident in Ontario under the Securities Act (Ontario).
Certain Canadian income tax considerations. No representation or warranty is made as to the tax consequences to a Canadian resident of an investment in the New Shares. Canadian residents are advised that an
investment in the New Shares may give rise to particular tax consequences affecting them. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection
with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax
compliance requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the
sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
Cayman Islands
Infratil is not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this document does not constitute an offer to members of the public of the New Shares,
whether by way of sale or subscription, in the Cayman Islands. The New Shares have not been offered or sold, will not be offered or sold and no invitation to subscribe for the New Shares, will be made, directly or
indirectly, to members of the public in the Cayman Islands.
European Union
This document has not been, and will not be, registered with or approved by any securities regulator in the European Union . Accordingly, this document may not be made available, nor may the New Shares be offered
for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the
"Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
36
Foreign selling restrictions
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by
the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register
this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to
"professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that 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 Hong Kong) other than with respect to the New Shares that 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 that ordinance). No person allotted New Shares may sell, or offer to sell,
such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document,
you should obtain independent professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to
constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "qualified investors" (as defined in the Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29
June 2007 no. 75 Section 7-1 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in
accordance with the procedures in this regulation).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document
and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of
the Securities and Futures Act 2001 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of securities in Infratil, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In
the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares.
As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
37
Foreign selling restrictions
Switzerland
The New Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of Swiss Financial Services Act ("FinSA") and no application has been or will be made to admit the Securities to
trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The offering of the New Shares in Switzerland is exempt from requirement to prepare and publish a prospectus under the FinSA
because such offering is made to professional clients within the meaning of the FinSA only and the New Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.
Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar communication as such terms are understood pursuant to articles 35 et seqq. and article
69 of the FinSA. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.
United Arab Emirates
Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and Commodities Authority ("ESCA") or any other governmental authority in the United Arab Emirates.
Infratil has not received authorisation or licensing from the ESCA or any other governmental authority to market or sell the New Shares within the United Arab Emirates. This document does not constitute, and may not be
used for the purpose of, an offer of securities in the United Arab Emirates. No services relating to the New Shares, including the receipt of applications, may be rendered within the United Arab Emirates. No offer or
invitation to subscribe for New Shares is valid, or being made to any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of
section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of Article 2(e) of the UK Prospectus Regulation) in the United Kingdom, and the New Shares may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This
document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom in accordance with the restriction set out in section 21(1) of the FSMA.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any
invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
38
Foreign selling restrictions
United States
This document is not for distribution or release in the United States.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The securities to be offered and sold
in the Placement and the Retail Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the
United States. Accordingly, the securities to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The securities to be offered and sold in the Retail Offer may only be offered or sold,
directly or indirectly, outside the United States to persons that are not acting for the account or benefit of any person in the United States (to the extent that such persons are acting for the account or benefit of any person
in the United States) in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.
---
17 June 2024
NZX Regulation Limited Rego (NZ RegCo)
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Zealand
ASX Limited
20 Bridge Street
Sydney
New South Wales 2000
Australia
INFRATIL LIMITED (NZX/ASX: IFT): NOTICE PURSUANT TO CLAUSE 20(1)(a) OF
SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014
1 Infratil Limited (NZX/ASX: IFT) (Infratil) has announced that it intends to undertake
a capital raising, comprising:
1.1 an underwritten
1
placement of NZ$1,000 million of newly issued ordinary
shares in Infratil to selected investors (Placement); and
1.2 a non-underwritten retail share offer to Infratil’s eligible existing shareholders
with a registered address in New Zealand or Australia to raise approximately
NZ$150 million (subject to the ability for Infratil to scale applications or
accept oversubscriptions at its complete discretion) (the Retail Offer).
The Placement, the Retail Offer and any ancillary offers of shortfall shares acquired
or to be acquired by the underwriters (or third parties) in the Placement are referred
to together as, the Offer.
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations), the Financial Markets Conduct Act 2013
(FMCA) and the Australian Corporations Act 2001 (Cth) (Corporations Act), Infratil
states that:
2.1 Infratil is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA;
2.2 Infratil is giving this notice under:
(a) clause 20(1)(a) of Schedule 8 to the FMC Regulations;
(b) paragraph 708A(12J) of the Corporations Act, as notionally inserted by
ASIC Instrument 23-0443; and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 as amended by ASIC Instrument 23-0443;
2.3 Infratil will issue the relevant securities under the Offer without disclosure to
investors under Part 6D.2 of the Corporations Act;
1
Other than in respect of pre-committed pro rata participation in the Placement by interests
associated with Infratil’s manager, Morrison, and related parties.
DocuSign Envelope ID: C0C7498B-7770-4F5D-9C0B-071FD655A4C9
2
2.4 as at the date of this notice:
(a) Infratil is in compliance with the continuous disclosure obligations that
apply to it in relation to Infratil’s quoted ordinary shares;
(b) Infratil is in compliance with its “financial reporting obligations” (as
defined in clause 20(5) of Schedule 8 to the FMC Regulations);
(c) Infratil has complied with its obligations under Rule 1.15.2 of the ASX
Listing Rules; and
(d) there is no information that is “excluded information” (as defined in
clause 20(5) of Schedule 8 to the FMC Regulations) in respect of
Infratil; and
2.5 the Offer is not expected to have any effect on the control of Infratil within
the meaning set out in clause 48 of Schedule 1 to the FMCA.
This notice has been authorised for release to NZX and ASX by:
Andrew Carroll
Chief Financial Officer
5 Market Lane
Wellington 6011
Infratil Limited
DocuSign Envelope ID: C0C7498B-7770-4F5D-9C0B-071FD655A4C9
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 4
Section 1: Issuer information (mandatory)
Name of issuer Infratil Limited
Class of Financial Product Ordinary Shares
NZX ticker code IFT
ISIN (If unknown, check on NZX
website)
NZIFTE0003S3
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the
relevant box/es)
Share Purchase
Plan/retail offer
X
Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement X
Record date 14/06/2024
Ex Date (one business day before
the Record Date)
13/06/2024
Currency NZD / AUD
External approvals required before
offer can proceed on an
unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/Retail Offer
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to NZ$150,000 per shareholder/beneficial owner
with a registered address in New Zealand.
Up to A$45,000 per shareholder/beneficial owner with a
registered address in Australia. However, if a
shareholder in Australia applies for an A$ amount of
shares, and the exchange rate varies such that the A$
amount applied for exceeds the NZ$50,000 regulatory
limit (on the basis of the NZ$:A$ exchange rate
published by the New Zealand Reserve Bank on its
website at 3.00pm New Zealand time on the Retail
Offer closing date), shares having a total issue price
equal to NZ$50,000, which may be less than A$45,000,
will be issued to the shareholder and they will be
refunded the excess cash amount.
2 of 4
Any amount issued to a shareholder/beneficial owner in
excess of the prescribed limit under the NZX LR for
share purchase plans of NZ$50,000 will be facilitated
using IFT’s placement capacity under NZX LR 4.5.1.
Minimum application amount (if
any)
No minimum application amount.
Maximum application amount per
Equity Security holder
NZ registered shareholders: NZ$150,000
AUS registered shareholders: A$45,000
Subscription price per Equity
Security
The lower of:
• The price paid by investors in IFT’s Placement
announced on 17/06/2024 (the details of which
are below); and
• A 2.5% discount to the five day volume weighted
average price of IFT shares traded on NZX
during the last five NZX trading days up to, and
including, the Retail Offer closing date.
Scaling reference date Scaling according to the record date of 14/06/2024
Closing date 08/07/2024
Allotment date 16/07/2024
Section 7: Placement
Number of Equity Securities to be
issued
Up to 98,522,168
Issue price per Equity Security NZ$10.15
Maximum dollar amount of Equity
Securities to be issued
NZ$1,000,000,000
Proposed issue date 21/06/2024
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
By reference to holdings on the record date of
14/06/2024
Purpose(s) for which the Issuer is
issuing the Equity Securities
To fund further investment into data centre operator
CDC’s accelerating growth as well as provide more
flexibility for growth across IFT’s global portfolio.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
IFT has chosen to undertake a Placement in
conjunction with a Retail Offer to raise capital.
The board of directors of IFT has determined that this
capital raising structure is in the best interests of IFT,
after carefully considering alternative capital raising
structures, and weighing the benefits of this capital
raising structure against the expected impact on non-
participating Shareholders. In particular, IFT’s board
elected to use a combination of a Placement and a
Retail Offer for this equity raise as:
3 of 4
• It considers that, as compared to other capital
raising structures (such as a pro-rata rights issue),
such a structure provides the tightest pricing,
quickest execution and time to settlement, and is
able to be structured to give the vast majority of
IFT’s shareholders the opportunity to maintain their
relative shareholdings if desired.
• The structure is well understood by IFT’s
shareholders having been used for previous capital
raises, including in June 2020 and June 2023, both
of which were considered by IFT to be highly
successful capital raises in relation to the pricing
achieved and supporting pro rata participation.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s)
UBS New Zealand Limited, Barrenjoey Markets Pty
Limited and Goldman Sachs Australia Pty Ltd (as Lead
Managers and Underwriters).
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
The Lead Managers/Underwriters will, in the aggregate,
be paid a combined fee by IFT for their services in
connection with acting as lead manager and
underwriter in respect of the Placement consisting of:
• 1.5% of the gross proceeds of the Placement
(excluding amounts attributable to pre-committed
pro rata participation in the Placement by interests
associated with IFT’s manager, Morrison, and
related parties) (Gross Placement Proceeds) (plus
GST, if any); and
• In certain circumstances an incentive fee of up to
0.4% of the Gross Placement Proceeds (plus GST,
if any). The amount of the incentive fee, if paid, will
be determined at the absolute discretion of IFT.
No fee is payable in respect of the gross proceeds
raised in the Retail Offer, which is not underwritten.
Underwritten Y
Name of Underwriter(s)
UBS New Zealand Limited, Barrenjoey Markets Pty
Limited and Goldman Sachs Australia Pty Ltd.
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
Fully underwritten Placement, other than in respect of
pre-committed pro rata participation in the Placement
by interests associated with IFT’s manager, Morrison,
and related parties amounting to approximately
NZ$63.27 million in the aggregate.
4 of 4
The Retail Offer is not underwritten.
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
The Lead Managers/Underwriters will, in the aggregate,
be paid a combined fee by IFT for their services in
connection with acting as lead manager and
underwriter in respect of the Placement consisting of:
• 1.5% of the Gross Placement Proceeds (plus GST,
if any); and
• In certain circumstances an incentive fee of up to
0.4% of the Gross Placement Proceeds (plus GST,
if any). The amount of the incentive fee, if paid, will
be determined at the absolute discretion of IFT.
No fee is payable in respect of the gross proceeds
raised in the Retail Offer, which is not underwritten.
Summary of significant events that
could lead to the underwriting
being terminated
An Underwriter may terminate its obligations under the
Underwriting Agreement, including by reason of events
which have, or are likely to have, a material adverse
effect on IFT, the Shares or the equity raise. These may
be as a result of events related to IFT or as a result of
external events, such as disruptions affecting certain
financial markets or hostilities arising in certain
countries.
Section 9: Authority for this announcement (mandatory)
Name of person authorised to
make this announcement
Andrew Carroll, Chief Financial Officer
Contact person for this
announcement
Andrew Carroll, Chief Financial Officer
Contact phone number +64-4-473 3663
Contact email address Andrew.carroll@infratil.com
Date of release through MAP 17/06/2024
---
This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3
+ See chapter 19 for defined terms
5 February 2024 Page 1
Appendix 3B
Proposed issue of securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
securities that will not have CDIs issued over them, you will need to obtain and provide an
International Securities Identification Number (ISIN) for that class. For offers where the securities
proposed to be issued are in an existing class of security, and the event timetable includes rights (or
entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,
ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred
settlement trading. This code will be different to the existing class. If the securities do not rank equally
with the existing class, the same ISIN code will be used for that security to continue to be quoted while
it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
INFRATIL LIMITED
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ARBN 144728307
1.3 *ASX issuer code IFT
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 3
1.4b
*Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.5 *Date of this announcement 17 June 2024
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☒ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a
*The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☐ Renounceable
1.6b
*The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 4
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1
*+Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
IFT: Ordinary Fully Paid Foreign Exempt
NZX
(ISIN NZIFTE0003S3)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 5
4B.2
*+Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
IFT: Ordinary Fully Paid Foreign Exempt
NZX
(ISIN NZIFTE0003S3)
4B.2a
If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
N/A
4B.2b
If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
N/A
4B.3
*Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
The number of shares to be issued pursuant
to the share purchase plan (“retail offer”) is
dependent on take up by eligible
shareholders and the price at which shares
are ultimately issued in the retail offer, and
subject to the ability for Infratil to scale
applications or accept oversubscriptions (at
its complete discretion). The retail offer is
expected to raise up to NZ$150 million but
may be more or less.
4B.4
*Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No
4B.4a
*Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5
*Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
No
4B.5a
*Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 6
4B.6
*Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
No
4B.6a
*Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
4B.7
*Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes
4B.7a
*Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
NZ$150,000 (for eligible New Zealand
registered shareholders)
AUD$45,000 (for eligible Australian
registered shareholders)
4B.8
*Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
N/A
4B.9
*Will a scale back be applied if the offer is
over-subscribed?
Yes
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
Where Infratil elects to apply scaling (which
it may do at its complete discretion), it will do
so by reference only to the number of fully
paid shares held by those eligible
shareholder’s accepting the offer on the
record date.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD / AUD
4B.11 *Has the offer price been determined? No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 7
4B.11b
*How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
The lower of:
• The price paid by investors in Infratil’s
Placement announced on 17/06/2024
(the details of which are below), being
NZ$10.15; and
• A 2.5% discount to the five day volume
weighted average price of Infratil’s
shares traded on NZX during the last
five NZX trading days up to, and
including, the retail offer closing date.
For shareholders on the Australian sub
register, the issue price will be determined
with reference to the NZD:AUD foreign
exchange rate as at 3:00pm (NZST) on the
retail offer closing date from the Reserve
Bank of New Zealand website
(https://www.rbnz.govt.nz/statistics)
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1
*Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
17 June 2024
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
14 June 2024
4C.3
*Date on which offer documents will be
made available to investors
20 June 2024
4C.4 *Offer open date 20 June 2024
4C.5 *Offer closing date 8 July 2024
4C.6 [deleted]
4C.7
*+Issue date and last day for entity to
announce results of +security purchase plan
offer
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day
16 July 2024
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 8
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1
*Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
• the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
• the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
• the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
4D.1a
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
4D.1a(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
4D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 9
4D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1
*Will there be a lead manager or broker to
the proposed offer?
No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.2 *Is the proposed offer to be underwritten? No
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 10
4E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
4E.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
4E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
4E.3a
*Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 11
4E.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
4E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Standard share registry, external advisers
and NZX/ASX administrative fees.
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
To fund further investment into data centre
operator CDC’s accelerating growth as well
as provide more flexibility for growth across
Infratil’s global portfolio.
4F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
4F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3
Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
All countries other than Australia and New
Zealand
4F.4
*URL on the entity's website where
investors can download information about
the proposed offer
www.infratilshareoffer.com
4F.5
Any other information the entity wishes to
provide about the proposed offer
Eligible Australian registered shareholders
will only be able to apply up to a maximum
amount of A$45,000 of new shares due to
limitations under ASIC Corporations (Share
and Interest Purchase Plans) Instrument
2019/547 as amended by ASIC Instrument
23-0443.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 12
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1
*+Class of +securities to be offered under
the placement or other issue (please enter
both the ASX security code & description)
Ordinary Fully Paid Foreign Exempt NZX
(ISIN NZIFTE0003S3)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 13
7B.2
Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
98,522,168
7B.3
*Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a
*In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
NZD / AUD
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
NZ$10.15
7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
The price for shares issued in AUD under
the placement will be determined with
reference to the NZD:AUD foreign exchange
rate as at 3:00pm (NZST) on Monday, 17
June 2024 from the Reserve Bank of New
Zealand website
(https://www.rbnz.govt.nz/statistics)
7B.3d
Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
7B.3e
Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 21 June 2024
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 14
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
7D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
7D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
7D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
7D.1c
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
7D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 15
7D.1c(ii)
*Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
7D.2
*Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
7D.3
*Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
7D.3a
*Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
7D.4a
*Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1
*Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
UBS New Zealand Limited, Barrenjoey
Markets Pty Limited and Goldman Sachs
Australia Pty Ltd
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 16
7E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
The lead managers will, in the aggregate, be
paid a combined fee by Infratil for their
services in connection with acting as lead
manager and underwriter in respect of the
Placement consisting of:
(1) 1.5% of the gross proceeds of the
Placement (excluding amounts attributable
to pre-committed pro rata participation in the
Placement by interests associated with
Infratil’s manager, Morrison, and related
parties) (“Gross Placement Proceeds”)
(plus GST, if any); and
(2) In certain circumstances an incentive fee
of up to 0.4% of the Gross Placement
Proceeds (plus GST, if any). The amount of
the incentive fee, if paid, will be determined
at the absolute discretion of Infratil.
7E.2 *Is the proposed issue to be underwritten? Yes
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
UBS New Zealand Limited, Barrenjoey
Markets Pty Limited and Goldman Sachs
Australia Pty Ltd
7E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
The placement is fully underwritten, other
than in respect of pre-committed pro rata
participation in the placement by interests
associated with Infratil’s manager, Morrison,
and related parties amounting to
approximately NZ$63.27 million worth of
new shares in the aggregate.
Each underwriter will underwrite 1/3 of the
total underwritten amount
7E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
Refer to the response in section 7E.1b
7E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
An Underwriter may terminate its obligations
under the Underwriting Agreement, including
by reason of events which have, or are likely
to have, a material adverse effect on Infratil,
the shares or the equity raise. These may be
as a result of events related to Infratil or as a
result of external events, such as disruptions
affecting certain financial markets or
hostilities arising in certain countries.
7E.3
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 17
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
7E.3b
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
7E.3c
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
7E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
Standard share registry, external advisers
and NZX/ASX administrative fees.
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1
*The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
To fund further investment into data centre
operator CDC’s accelerating growth as well
as provide more flexibility for growth across
Infratil’s global portfolio.
7F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
7F.3
Any other information the entity wishes to
provide about the proposed issue
None.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 18
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1
*The +class of +securities proposed to be
issued is:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2
*Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☐ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☒ An applicable ASIC instrument or class
order
☐ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.
Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the
entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted
class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities
that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX
Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure
document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 19
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.
Question Answer
8B.1 *ASX security code & description Ordinary Fully Paid Foreign Exempt NZX
8B.1a
ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
ISIN NZIFTE0003S3
8B.2a
*Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
8B.2d
*Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
8B.2e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 20
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities that will not have CDIs issued over
them. See also the note at the top of this form.
8C.3a
ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
8C.4a
*Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
8C.4b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
8C.4d
*Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
8C.4e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 21
8C.5
Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
*Will there be +CDIs issued over the
+securities?
*+CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
*Is it a partly paid class of +security?
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 22
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).
*Expiry date
The date on which the options expire or terminate.
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
8C.7c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).
*Interest or dividend rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 23
*First interest/dividend payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
*Interest/dividend rate per annum
Answer this question if the interest rate type is fixed.
*Is the interest/dividend rate per annum
estimated at this time?
Answer this question if the interest rate type is fixed.
*If the interest/dividend rate per annum is
estimated, then what is the date for this
information to be announced to the market
(if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.
*Does the interest/dividend rate include a
reference rate, base rate or market rate
(e.g. BBSW or CPI)?
Answer this question if the interest rate type is floating
or indexed.
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Does the interest/dividend rate include a
margin above the reference rate, base rate
or market rate?
Answer this question if the interest rate type is floating
or indexed.
*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 24
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 25
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI
FISN
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.
Number of +securities
This should be the total principal amount of class
divided by the face value
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 26
*Maturity date
The date on which the security matures.
Class type description
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21; 05/02/24
---
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Dear Infratil Shareholders,
We are pleased to advise that Infratil Limited has today announced that it is undertaking an approximately NZ$1,150 million
equity raising ("Equity Raising").
The Equity Raising comprises a fully underwritten NZ$1,000 million Placement ("Placement")
1
taking place today and an
approximately NZ$150 million non-underwritten retail offer, with the ability to accept oversubscriptions at Infratil’s complete
discretion ("Retail Offer"), which will commence on Thursday, 20 June 2024. Proceeds of the Equity Raising will be used to fund
further investment into data centre operator CDC’s accelerating growth as well as provide more flexibility for growth across
Infratil’s global portfolio.
The Retail Offer will give Eligible Shareholders in New Zealand and Australia the opportunity to apply for up to a maximum of
NZ$150,000 and A$45,000
2
, respectively, worth of new shares in Infratil on and in accordance with the Terms and Conditions in
the Retail Offer Document, without incurring brokerage or other transaction costs. Participation in the Retail Offer is optional and
is structured to enable a vast majority of Infratil's Eligible Shareholders to apply for their equivalent pro-rata amount, or greater,
if they wish to participate.
The price of the shares for the Retail Offer will be the lower of the Placement issue price of NZ$10.15 (representing a discount of
6.8% to the closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024) or a 2.5% discount to the five-day volume
weighted average price of Infratil's shares traded on the NZX over the five trading day period up to, and including, the closing
date of the Retail Offer.
Eligible Shareholders are all Infratil shareholders who as at 9:00pm (NZST) / 7:00pm (AEST) on Friday, 14 June 2024 have an
address in New Zealand or Australia. For the avoidance of doubt, a person in the United States is not eligible to participate in
the Retail Offer, and a person who holds shares on behalf of a person in the United States is not eligible to participate in the
Retail Offer in respect of that person.
Additionally, Eligible Shareholders with a New Zealand address who wish to participate in the Placement may be able to do so by
contacting their NZX Participant Broker Firm. The Placement is being conducted today. If you wish to participate in the Placement,
you should contact your broker immediately.
Further details regarding the Retail Offer, including how to apply, are set out in the Retail Offer Document, which will be made
available on Thursday, 20 June 2024 at www.infratilshareoffer.com.
The Retail Offer is subject to the terms and conditions included in the Retail Offer Document. Eligible Shareholders are encouraged
to read the document carefully, and if in any doubt about whether or not to apply for shares under the Retail Offer, to consult
with a financial or other professional advisor.
Eligible shareholders wishing to participate will be able to apply online at www.infratilshareoffer.com from Thursday, 20 June 2024
until 5:00pm (NZST) / 3:00pm (AEST) on Monday, 8 July 2024.
The new shares will rank equally in all respects with Infratil's existing ordinary shares.
We thank you for your continued support as a shareholder.
1
Fully underwritten other than for pre-committed amounts from interests associated with Infratil’s manager, Morrison, and related parties.
2
If an eligible shareholder in Australia applies for an Australian dollar amount of shares, and the exchange rate varies such that the Australian
dollar amount applied for exceeds the A$45,000 regulatory limit (on the basis of the NZ$:A$ exchange rate published by the New Zealand Reserve
Bank on its website at 3.00pm New Zealand time on the closing date of the Retail Offer), shares having a total issue price equal to NZ$50,000
(converted in accordance with the Retail Offer booklet), which may be less than A$45,000, will be issued to the shareholder and they will be
refunded the excess cash amount.
Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
Further information
Any enquiries should be directed to:
Mark Flesher
Investor Relations
Infratil Limited
mark.flesher@infratil.com
IMPORTANT INFORMATION
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
The distribution of this announcement in jurisdictions outside New Zealand and Australia may be restricted by law and you should
observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
In particular, this announcement may not be distributed or released in the United States. This announcement does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer
would be illegal. The new shares to be offered and sold in the Retail Offer have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended or the securities laws of any state or other jurisdiction of the United States, and may not
be offered or sold, directly or indirectly, in the United States or to any person that is acting for the account or benefit of a person
in the United States (to the extent such person is acting for the account or benefit of a person in the United States).
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.