AIA - announces $1.4 billion equity raise

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Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 4

Section 1: Issuer information (mandatory)
Name of issuer Auckland International Airport Limited
Class of Financial Product Ordinary Shares
NZX ticker code AIA
ISIN (If unknown, check on NZX
website)
NZAIAE0002S6
Name of Registry MUFG Corporate Markets
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 13/09/2024
Ex Date (one business day before
the Record Date)
12/09/2024
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
(delete full section if not applicable, or mark rows as N/A if not applicable)
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$45,500 per shareholder/beneficial owner with a
registered address in Australia. However, if a shareholder
in Australia applies for an A$ 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 7:00pm New Zealand time

2 of 4
on the retail offer closing date), shares having a total
issue price equal to NZ$50,000, which may be less than
A$45,500, will be issued to the shareholder and they will
be refunded the excess cash amount.
Any amount issued to a shareholder / beneficial owner in
excess of the prescribed limit under the NZX Listing Rules
for share purchase plans of NZ$50,000 per shareholder
will be facilitated using AIA's placement capacity under
NZX Listing Rule 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: AU$45,500
Subscription price per Equity
Security
The lower of:
• the price paid by investors in AIA's Placement
announced on 16/09/2024 (the details of which are
below); and
• a 2.5% discount to the five day VWAP during the
last five trading days of the offer period.
Scaling reference date Scaling according to the record date of 13/09/2024
Closing date 4/10/2024
Allotment date 11/10/2024
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)
Number of Equity Securities to be
issued
172,661,870
Issue price per Equity Security NZ$6.95
Maximum dollar amount of Equity
Securities to be issued
$1,200,000,000
Proposed issue date 17/09/24
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
13/09/2024.

In respect of the Placement component, all institutional
shareholders will be allocated a minimum of their pro-rata
equivalent of the Placement component or any lower
amount bid for.
Purpose(s) for which the Issuer is
issuing the Equity Securities
The proceeds of the equity raise will initially reduce net
debt, repay the NZ$150 million October 2024 bond
maturity as well as a further NZ$100 million of unhedged
drawn facilities and provide flexibility to fund Auckland
Airport's planned capital investment programme over

3 of 4
PSE4 and PSE5 whilst maintaining its A- S&P credit
rating and dividend policy.
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
AIA has chosen to undertake a Placement in conjunction
with a Retail Offer to raise capital. The board of directors
of AIA has determined that this capital raising structure is
in the best interests of AIA, 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, AIA's board elected to use a combination of a
Placement and a Retail Offer for this equity raise as:
• it considers that, as compared to other capital
raising structures (such as a pro-rata rights issue),
a Placement and Retail Offer provides the tightest
pricing and lowest execution risk; and
• the structure is well understood by AIA's
shareholders having been used for a previous
capital raise in April 2020 which was considered
by AIA to be highly successful in relation to the
pricing achieved and supporting pro rata
participation.
Equity Securities to be issued
subject to voluntary escrow
N/A
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) Jarden Securities Limited and Macquarie Capital (New
Zealand) Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
The Lead Managers/Underwriters will be paid a combined
fee by AIA for their services in connection with their acting
as lead manager and underwriter in respect of the
Placement and Retail Offer consisting of:
• 1.3% of the amount equal to the number of
Placement shares multiplied by the issue price
(excluding GST);
• 0.5% of the gross proceeds of the Retail Offer
(excluding GST); and
• in certain circumstances an incentive fee of up to
0.3% of the gross proceeds of the Placement and
the Retail Offer. The amount of the incentive fee,
if paid, will be determined at the absolute
discretion of AIA.
Underwritten Y
Name of Underwriter(s) Jarden Partners Limited and Macquarie Securities (NZ)
Limited

4 of 4
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
Fully underwritten Placement. 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 be paid a combined
fee by AIA for their services in connection with their acting
as lead manager and underwriter in respect of the
Placement consisting of:
• 1.3% of the amount equal to the number of
Placement shares multiplied by the issue price
(excluding GST);
• 0.5% of the gross proceeds of the Retail Offer
(excluding GST); and
• in certain circumstances an incentive fee of up to
0.3% of the gross proceeds of the Placement and
the Retail Offer. The amount of the incentive fee,
if paid, will be determined at the absolute
discretion of AIA.
Summary of significant events that
could lead to the underwriting
being terminated
An Underwriter may terminate its obligations under the
Underwriting Agreement in customary circumstances,
including by reason of events which have, or are likely to
have, a material adverse effect on AIA, the shares or the
equity raise. These may be as a result of events related to
AIA or as a result of external events, such as disruptions
affecting certain financial markets or hostilities in certain
countries.
Section 9: Authority for this announcement (mandatory)
Name of person authorised to
make this announcement
Stewart Reynolds, Chief Financial Officer
Contact person for this
announcement
Stewart Reynolds, Chief Financial Officer
Contact phone number +64 27 511 9632
Contact email address stewart.reynolds@aucklandairport.co.nz
Date of release through MAP 16/09/2024

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4055142

Auckland International Airport Limited





aucklandairport.co.nz

PO Box 73020, Auckland Airport, Manukau 2150, New Zealand







Market Release
16 September 2024

Notice pursuant to Clause 20(1)(a) of Schedule 8 to
the Financial Markets Conduct Regulations 2014
Auckland Airport releases Cleansing Notice in relation to Offer of Shares

1. Auckland International Airport Limited (NZX/ASX:AIA) ("Auckland Airport") today
announced that it intends to undertake a capital raising, comprising:
(a) a fully underwritten placement of NZ$1,200 million of newly issued ordinary
shares to institutional and other select investors (the "Placement"); and
(b) a retail offer to Auckland Airport's eligible existing shareholders with a registered
address in New Zealand or Australia to raise up to NZ$200 million, which is not
underwritten (the "Retail Offer"),
(together, the "Offer").
2. The Placement opens today, 16 September 2024. The Retail Offer will open on or around
19 September 2024.
3. The Offer is being made in reliance upon the exclusion in clause 19 of schedule 1 to the
Financial Markets Conduct Act 2013 ("Act").
4. This notice is provided under:
(a) subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations
2014 ("Regulations");
(b) paragraph 708A(12J) of the Corporations Act 2001 (Cth) ("Corporations Act")
as notionally inserted by ASIC Instrument 24-0755; and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as
amended by ASIC Instrument 24-0755.
5. Auckland Airport will issue the relevant securities under the Offer without disclosure to
investors under Part 6D.2 of the Corporations Act.
6. As at the date of this notice:
(a) Auckland Airport is in compliance with the continuous disclosure obligations that
apply to it in relation to ordinary shares in Auckland Airport;
(b) Auckland Airport is in compliance with its financial reporting obligations (as
defined in subclause 20(5) of schedule 8 to the Regulations);

4055142
(c) Auckland Airport 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 subclause
20(5) of schedule 8 to the Regulations) in respect of Auckland Airport.
7. The Offer is not expected to have any material effect or consequence on the control of
Auckland Airport within the meaning set out in clause 48 of Schedule 1 of the Act.

This announcement has been authorised for release to NZX and ASX by:

Louise Martin
Head of Legal, Auckland Airport
+64 27 359 1106
louise.martin@aucklandairport.co.nz

Ends


For investor relations queries please contact:
Stewart Reynolds
Chief Financial Officer, Auckland Airport
+64 27 511 9632
stewart.reynolds@aucklandairport.co.nz


For media relations queries please contact:
Libby Middlebrook
Head of Corporate Affairs, Auckland Airport
+64 21 989 908
libby.middlebrook@aucklandairport.co.nz