Channel Infrastructure announces equity raise
channelnz.com
NZX RELEASE
25 November 2024
Bitumen import terminal for Higgins, and $50 million equity raise
Channel Infrastructure NZ Limited (Channel Infrastructure) (NZX:CHI) announces today that it has
entered into a 15-year contract to develop a bitumen import terminal for Higgins, a subsidiary of Fletcher
Building Limited, at Marsden Point. This represents a significant milestone in Channel Infrastructure’s
growth strategy by diversifying the company’s customer base and expanding its product handling set.
Over the course of 2024, including the Higgins contract, Channel Infrastructure has entered into three
new storage contracts that it expects will deliver an estimated ~$120 million (before PPI indexation) in
incremental revenue over a 15-year period for an investment of between $55-66 million of incremental
growth capital expenditure.
In order to fund these growth initiatives at the pace at which Channel Infrastructure is delivering them,
and help position Channel Infrastructure to participate in additional on-strategy growth opportunities
should they eventuate, Channel Infrastructure today also announces its intention to raise
approximately $50 million of new equity capital, through a 1 for 12.12 underwritten pro rata
accelerated renounceable entitlement offer (the Offer). The new growth contracts are expected to
deliver above WACC returns and, once operational, when combined with the equity raise under the
Offer, are expected to be revenue, free cash flow and earnings per share accretive.
Purpose of the Offer
Channel Infrastructure continues to make significant progress towards its strategy of becoming a
world-class energy infrastructure company. Over the course of 2024 it has continued to execute on its
growth strategy by entering into three new growth contracts to deliver a number of brownfields
conversion and repurposing opportunities at its Marsden Point Energy Precinct:
• Announced today, a 15-year contract to provide bitumen terminalling services for Higgins at
Marsden Point. The capacity-based contract is expected to generate total revenue over the
term of the contract of ~$45 million (prior to PPI indexation) commencing in the second half of
2026, and is expected to require growth capital expenditure of between $17-21 million across
FY25 and FY26 to deliver the required infrastructure. The project will require incremental
operating expenditure of ~$0.2 million per annum;
• Announced on 23 August 2024, a 10-year jet fuel storage contract with Z Energy at Marsden
Point requiring $26-30 million of growth capital expenditure across FY24-FY26, and
generating incremental revenue of ~$55 million (prior to PPI indexation) over the term of the
contract commencing in Q1 2027; and
• Announced on 1 May 2024, a 7-year customer contract to store and export transmix
1
for bp,
Mobil and Z Energy, requiring between $12-15 million of growth capital expenditure in 2024,
and generating total revenue over the term of the contract in excess of $20 million (prior to
PPI indexation) commencing in late Q4 2024.
Collectively, Channel Infrastructure expects the three contracts will deliver more than ~$120 million
(before PPI indexation) in incremental revenue over a 15-year period, excluding any contract
renewals. Funding of these growth projects over FY24-26 is expected to total between $55-66 million.
1
A mix of petrol/jet/diesel that results from operation of terminals and multi-product pipelines.
channelnz.com
The equity raise will assist Channel Infrastructure in funding the growth capital investment to deliver
significant returns to shareholders, whilst remaining committed to its capital management framework,
including a dividend policy of paying 60-70% of normalised free cash flow and maintaining credit
metrics consistent with a BBB+ shadow credit rating, including maintaining leverage between 3 to 4
times EBITDA.
Chair James Miller said “The Board of Channel Infrastructure is delighted to see the Marsden Point
Energy Precinct begin to take shape with growth opportunities servicing new customers being
delivered to shareholders. In order to ensure existing shareholders can participate in supporting the
company’s growth on a fair and equitable basis, the Board selected a pro rata accelerated
renounceable entitlement offer. This provides those shareholders who are not in a position to
participate in the offer the opportunity to get value for their entitlements through the shortfall
bookbuilds.”
Chief Executive Officer Rob Buchanan, said “The agreement we are announcing today with Higgins
reflects our vision to be a world-class energy infrastructure company and the significant growth
opportunities we have ahead of us to provide additional storage, develop the Marsden Point Energy
Precinct and explore acquisition of other terminal assets outside Marsden Point. The Higgins contract
further adds to our long-term, diversified, contracted revenue that is not dependent on fuel volume.
Higgins will be our first new customer since the conversion to an import terminal, and we are
delighted to be able to support their infrastructure needs by establishing a new bitumen import
terminal in Northland.”
Equity raising overview
The Offer is an underwritten pro rata accelerated renounceable entitlement offer of new ordinary
shares to existing eligible shareholders, to raise approximately $50 million.
Under the Offer, eligible shareholders are entitled to subscribe for 1 new share for every 12.12
existing Channel Infrastructure shares held as at 5.00pm (NZ time) on the record date of Tuesday, 26
November 2024, at an offer price of $1.60 per share (Offer Price).
The Offer Price reflects a 10.1% discount to the closing price of $1.78 on Friday, 22 November 2024
and a 9.4% discount to the Theoretical Ex-Rights Price
2
of $1.77.
Equity raising details
The Offer will comprise the following four separate components:
• Institutional Entitlement Offer: firstly, a pro rata offer of shares to Channel Infrastructure’s
eligible institutional shareholders (with a registered address in New Zealand and selected
other jurisdictions as at 5.00pm on the Record Date of Tuesday, 26 November 2024). The
Institutional Entitlement Offer will be accelerated and will open at 10.00am on Monday, 25
November 2024 (immediately after the Offer is announced) and close at 6.00pm that day;
• Institutional Bookbuild: secondly, a bookbuild of shares representing the shortfall from the
Institutional Entitlement Offer (i.e., where institutional shareholders either did not participate or
were ineligible to participate). Institutional investors (including eligible institutional
shareholders who take up all of their entitlements in the Institutional Entitlement Offer) and
brokers will be invited to participate in the bookbuild. Any surplus subscription monies above
the Offer Price realised in the Institutional Bookbuild will be returned pro rata to non-
participating and ineligible institutional shareholders (net of any applicable withholding tax).
2
The Theoretical Ex-Rights Price (TERP) is the theoretical price at which Channel Infrastructure shares should trade
immediately after the ex-date of the Offer. The TERP is a theoretical calculation only and the actual price at which Channel
Infrastructure shares trade immediately after the ex-date for the Offer will depend on many factors and may not equal the
TERP. TERP is calculated by reference to Channel Infrastructure’s closing price of $1.78 on Friday, 22 November 2024.
channelnz.com
There is no guarantee that any surplus will be realised through the Institutional Bookbuild.
The Institutional Bookbuild will open at 10.00am on Tuesday, 26 November 2024 and close at
3.00pm that day;
• Retail Entitlement Offer: thirdly, a pro rata offer of shares to Channel Infrastructure’s eligible
retail shareholders (with a registered address in New Zealand or Australia as at 5.00pm on
the Record Date of Tuesday, 26 November 2024). The Retail Entitlement Offer will open at
10.00am on Thursday, 28 November 2024 and close at 5.00pm on Monday, 9 December
2024; and
• Retail Bookbuild: finally, a bookbuild of shares representing the shortfall from the Retail
Entitlement Offer (i.e., where retail shareholders either did not participate in full or were
ineligible to participate). Institutional investors and brokers will be invited to participate in the
bookbuild. In addition, eligible retail shareholders who take up their entitlements in full may
apply for additional new shares (i.e. shares in excess of their pro rata entitlements) that will be
offered for sale under the Retail Bookbuild. Any surplus subscription monies above the Offer
Price realised in the Retail Bookbuild will be returned pro rata to non-participating and
ineligible retail shareholders (net of any applicable withholding tax). There is no guarantee
that any surplus will be realised through the Retail Bookbuild. The Retail Bookbuild will open
at 10.00am on Wednesday, 11 December 2024 and close at 3.00pm that day.
Eligible shareholders can choose to take up their entitlements in full, in part or not at all. Those
shareholders who do not take up their entitlements in full, or who are ineligible to do so, will have their
shareholding diluted. Entitlements cannot be traded on the NZX Main Board or privately transferred.
The Board may, at its discretion, allocate shares from the Institutional Bookbuild and Retail Bookbuild
to senior executives of Channel Infrastructure at the clearing price for the relevant bookbuild. It is
currently anticipated that any such allocation would not exceed $300,000 of new shares in aggregate.
The Board considers that to do so is in the best interests of Channel Infrastructure and is fair and
reasonable to existing shareholders because it demonstrates that those senior executives are
supportive of, and committed to, the company and its strategy, it assists to align the interests of senior
executives with those of shareholders, and the price for the shares (the clearing price for the relevant
bookbuild) will be at or above the Offer Price.
The new shares issued under the Offer will rank equally with existing Channel Infrastructure shares
then on issue and will be eligible for future dividends.
Underwriting
The Offer is fully underwritten by Forsyth Barr Group Limited.
Offer timetable
Institutional Entitlement Offer and Institutional Bookbuild
Channel Infrastructure enters trading halt, announcement of Offer and
cleansing notice released to the NZX
Monday, 25 November
2024
Institutional Entitlement Offer opens
10.00am (NZ time),
Monday, 25 November
2024
channelnz.com
Institutional Entitlement Offer closes
6.00pm (NZ time),
Monday, 25 November
2024
Institutional Bookbuild opens
10.00am (NZ time),
Tuesday, 26 November
2024
Institutional Bookbuild closes
3.00pm (NZ time),
Tuesday, 26 November
2024
Trading halt lifted
Wednesday, 27
November 2024
Settlement of Institutional Entitlement Offer and Institutional Bookbuild,
allotment of new shares under the Institutional Entitlement Offer and the
Institutional Bookbuild and trading commences on the NZX
Tuesday, 3 December
2024
Retail Entitlement Offer and Retail Bookbuild
Record date
5.00pm (NZ time),
Tuesday, 26 November
2024
Retail Entitlement Offer opens
10.00am (NZ time),
Thursday, 28 November
2024
Retail Entitlement Offer closes
5.00pm (NZ time),
Monday, 9 December
2024
Trading halt commences (for Retail Bookbuild)
Wednesday, 11
December 2024
Retail Bookbuild opens
10.00am (NZ time),
Wednesday, 11
December 2024
Retail Bookbuild closes
3.00pm (NZ time),
Wednesday, 11
December 2024
Trading halt lifted
Thursday, 12 December
2024
Settlement of Retail Entitlement Offer and Retail Bookbuild, allotment of
new shares under the Retail Entitlement Offer and the Retail Bookbuild
and trading commences on the NZX
Monday, 16 December
2024
These dates are subject to change and are indicative only. Channel Infrastructure reserves the right
to alter the key dates, subject to applicable laws and the NZX Listing Rules. Channel Infrastructure
reserves the right to withdraw the Offer at any time prior to the issue of the shares under the Offer at
its absolute discretion.
channelnz.com
Additional information
Additional information regarding the Offer is contained in the Offer Document and the investor
presentation accompanying this announcement and available at www.shareoffer.co.nz/channel. The
investor presentation contains important information including key risks and foreign selling restrictions
with respect to the Offer.
The lead manager will seek to contact eligible institutional shareholders to inform them of the terms
and conditions of participation in the Institutional Entitlement Offer, to confirm their entitlements under
the Institutional Entitlement Offer, and to confirm the application process.
Shareholders are encouraged to read the Offer Document and seek advice from a suitably qualified
professional adviser before investing in new shares. Shareholders who have questions regarding
such an investment should raise those questions with their professional adviser.
If you have any questions about the process for participating in the Offer, please visit the Offer
website at www.shareoffer.co.nz/channel or call the Channel Infrastructure Investor Information Line
on 0800 650 034 (toll free within New Zealand) from 8.30am to 5.00pm Monday to Friday (excluding
public holidays).
Conference Call
Channel Infrastructure’s Chief Executive Officer, Rob Buchanan and Chief Financial Officer, Alexa
Preston will provide some commentary around the Bitumen import terminal for Higgins, and $50
million equity raise at 10.30am today. To access the audio call dial 09 929 1686 (New Zealand) or
1800 954 501 (Australia) and ask to be connected to the Channel NZ briefing. To pre-register for
direct access to the call go to https://s1.c-conf.com/diamondpass/10043577-hjuy78.html.
-ENDS-
Authorised by:
Chris Bougen
General Counsel and Company Secretary
Contact details:
Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com
Media contact:
Laura Malcolm
communications@channelnz.com
About Channel Infrastructure NZ
Channel Infrastructure is New Zealand’s largest fuel import terminal, storing and distributing 40% of
New Zealand’s transport fuel, including 80% of New Zealand’s jet fuel. We receive, store, test and
distribute petrol, diesel, and jet fuel that our customers import and supply to Auckland and Northland.
Fuel is imported via our deep-water harbour and jetty infrastructure at Marsden Point and stored in
more than 290 million litres of contracted storage tanks on site. The fuel is then distributed via our
170-kilometre pipeline to Auckland, or by our customers (bp, Mobil, and Z Energy) via truck into
Northland. We underpin the resilience of New Zealand’s fuel supply chain with our tank capacity,
which enables increased storage of fuel in New Zealand, and through efficient, low-emission
channelnz.com
distribution of the fuel into the Auckland market. Given our proximity to Auckland, and critical role in
the jet fuel supply chain, Channel is well positioned to support the renewable fuel transition in New
Zealand.
Our plan for growth includes supporting fuel resilience for New Zealand through additional fuel
storage on our site, unlocking the strategic value of the Marsden Point Energy Precinct Concept
which reflects the significant role Channel could play in supporting New Zealand’s energy transition –
through potential opportunities including supporting the manufacture of lower-carbon future fuels, as
well as a range of potential energy security opportunities, and exploring expansion beyond Marsden
Point through the acquisition of other terminals infrastructure in New Zealand.
Channel Infrastructure’s wholly-owned subsidiary, Independent Petroleum Laboratory Limited,
provides fuel quality testing services throughout New Zealand.
For more information on Channel Infrastructure, please visit: www.channelnz.com
---
1
$50m equity
raise to fund
contracted
storage services
25 November 2024
This presentation should be read in conjunction with, and is subject to, the
Disclaimer and Important Notice detailed on pages 28-31 of this presentation
2
Contents
ItemPage
Overview of the equity raise and rationale3
Investment Highlights
4
Financial Performance
15
Equity Raise & Key Risks
20
Disclaimer & Important Notice
28
Glossary
32
2
3
Overview of the equity raise and rationale
New storage
contracts
secured in 2024
•Channel Infrastructure continues to make significant progress towards its strategy of becoming a world-class energy
infrastructure company. Over the course of 2024 it has continued to execute on its growth strategy by entering into
three new growth contracts to deliver a number of brownfield conversions and repurposing opportunities at its Marsden
Point Energy Precinct:
•Announced today, Channel Infrastructure has entered into a 15-year contract to provide bitumen terminalling
services for Higgins, a subsidiary of Fletcher Building Limited, at Marsden Point. The capacity-based contract is
expected to generate total revenue over the term of the contract of ~$45 million (prior to PPI indexation)
commencing 2H 2026, and is expected to require growth capital expenditure of between $17-21 million across
FY25 and FY26 to deliver the required infrastructure. The Higgins project represents a significant milestone in
Channel Infrastructure’s growth strategy by diversifying the Company’s customer base and expanding its current
product handling set. The project will require incremental operating expenditure of ~$0.2 million per annum;
•Announced on 23 August 2024, a 10-year jet fuel storage contract with Z Energy at Marsden Point requiring $26-30
million of growth capital expenditure across FY24-FY26, and generating incremental revenue of ~$55 million (prior
to PPI indexation) over the term of the contract commencing in Q1 2027; and
•Announced on 1 May 2024, a 7-year customer contract to store and export transmix
1
for bp, Mobil and Z Energy,
requiring between $12-15 million of growth capital expenditure in 2024, and generating total revenue over the
term of the contract in excess of $20 million (prior to PPI indexation) commencing in late Q4 2024.
Equity raise and
use of proceeds
•Channel Infrastructure is raising approximately $50 million via a 1 for 12.12
2
underwritten pro rata accelerated
renounceable entitlement offer of new fully paid ordinary shares, at an Offer Price of $1.60 per New Share
•This equity raise will provide funding for growth projects secured over a short timeframe across 2024 and help position
Channel to participate in additional on-strategy growth opportunities should they eventuate
•Once operational, the new growth contracts and equity raise combined are expected to be revenue, free cash flow and
earnings per share accretive
1.A mix of petrol/jet/diesel product that results from the operation of terminals and multi-product pipelines
2.Fractional entitlements to New Shares to be rounded down to the nearest whole number of New Shares
4
Investment
Highlights
4
5
Helping fuel New Zealand’s future to 2050 and beyond
OUR VISION
World-class energy infrastructure company
OUR PURPOSE
Delivering resilient infrastructure solutions to meet changing fuel and energy needs
OUR STRATEGIC PRIORITIES
Strong safety
systems and
culture
Resilient
infrastructure
Long-term asset
management
Customer focused
People and
capability
development
Future focused
Continuous
Improvement
Adaptive
Repurposing
Marsden Point
Support transition
of aviationto lower
carbon fuels
Marsden Point
Energy Precinct
Concept
Brownfield
opportunities at
Marsden Point
Consolidator of
fuels infrastructure
Supply chain
optimisation for
our customers
Reducing
environmental
impacts
Community
engagement and
iwi relations
Just transition
Transparency and
disclosure
Target credit
metrics consistent
with a BBB+
shadow credit
rating
Deliver above
WACC returns
Cost management
Stable dividends
NZ’s Infrastructure
Partner of Choice
Grow Through Supporting
the Energy Transition
More Sustainable Future
World-Class
Operator
High Performance
Culture
Grow from
the Core
Support Energy
Transition
Good Neighbour,
Good Citizen
Disciplined Capital
Management
6
Stable and predictable infrastructure returns
Capital allocation framework to deliver
to shareholders
Strong cash flow and balance sheet
1
Stable and predictable earnings
EBITDA to Free
Cash Flow (FCF)
Conversion
68%
EBITDA Margin
69%
Total FY23
Dividend
12
cents per share
4
FY24 stay-in-
business
capital
expenditure
guidance
$11-12m
Above WACC returns
91%
Revenue
indexed to PPI
$92-$96m
FY24 EBITDA
guidance
Free Cash Flow
Yield
2,3
9%
Leverage
3.4x
Targeting credit
metrics consistent
with a shadow credit
rating
5
BBB+
EBITDA within the
targeted range of
3 - 4x
Stable Ordinary
Dividend.
FY23 Yield
3,4
7%
Dividend Policy
60-70%
Normalised FCF paid
out to shareholders
with 30-40%
available for
deleveraging and
growth
Investment
criteria
Contracted Revenue
All balance sheet metrics are as at 30 June 2024, all financial performance metrics are for HY24, unless otherwise stated
1.Channel holds its surplus land and Import Terminal System at fair value in accordance with NZ IFRS 13. The valuation of these assets is tested at each balance date. Management is in the process of updating
third party valuations of both of these assets which may result in a material impact on the value at which these assets are held in Channel's Balance Sheet. At this stage it is considered unlikely that the third
party valuers would assess the carrying value of these assets to be below the current book value
2.Normalisedfree cash flow as at 31 December 2023. Normalised free cash flow is calculated asnet cash flow from continuing operations less maintenance capex (excluding conversioncosts and growth capex)
3.Based on the 3-week volume weighted average share price over 4 – 22 November 2024 of $1.76
4.Dividend includes special dividend declared in FY23 of 1.5 cents per share
5.Target credit metrics are defined in accordance with Standard & Poor’s Corporate Methodology
7
Long-term business underpinned by jet fuel demand and contracted revenue
1.Source: Envisory September 2024
2.Revenue is in 2024 terms. Outlook uses Envisory base case (September 2024) assumptions and is subject to change based on actual fuel throughput volume
Marsden Point Throughput Outlook (Million Litres)
1
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
2025
2026
2027
20282029
2030
2031
2032
2033
20342035
2036
2037
20382039
2040
2041
2042
2043
2044
2045
2046
2047
20482049
2050
2060
Envisory - Jet FuelEnvisory - DieselEnvisory - Petrol
Contracted
Fixed
Revenue
Fixed
revenue %
of total
revenue
Contracted Revenue Outlook ($M)
2
47%
50%
52%
50%
50%
52%
48%
47%47%47%
47%
0
20
40
60
80
100
120
140
20222023202420252026202720282029203020312032
Contracted storageTerminal revenue - fixedTerminal revenue - variable
Rental from WiriInflation of 0% to 2.5%Take or pay threshold
8
Growth opportunities secured in 2024
Channel Infrastructure has secured three new growth contracts with strong counterparties in 2024, which will deliver an
estimated ~$120 million in incremental revenue (prior to PPI indexation) over a 15-year period
Transmix
(announced 1 May 2024)
Upgrade Marsden Point infrastructure
7-year contract with customers to upgrade
Channel’s Marsden Point infrastructure to enable
transmix to be stored and exported
Capex of $12-15 million in FY24 and expected total
revenue over the term of the contract in excess of
$20 million (prior to PPI indexation), commencing
Q4 2024
Bitumen
(announced today)
Diversifying customer base and product handling
set
15-year contract to provide bitumen terminalling
services for Higgins at Marsden Point
Capex of $17-21 million across 2025-2026.
Expected total revenue revenue over the initial
term of the contract of ~$45 million (prior to PPI
indexation), commencing in H2 2026
Z Energy Storage Contract
(announced 23 August 2024)
Boosting resilience in NZ’s jet fuel supply chain
10-year contract to store jet fuel for Z Energy at
Marsden Point
Capex of $26-30 million across 2024 to 2026.
Expected total revenue ~$55 million over contract
term (prior to PPI indexation), commencing Q1 2027
9
Growth opportunities secured in 2024 (cont’d)
Investment for growth delivers above WACC returns and contracted revenues
FY24-26 growth capital expenditure ($m)Illustrative incremental revenue effective from FY27
1
($m)
1.Pre-PPI indexation
12 - 15
26 - 30
17 - 21
$55 - 66m
FY24 - FY26
Bitumen storage for Higgins
Jet fuel storage for Z Energy
Transmix storage
~ $11.5m
Incremental revenue
10
Further potential growth opportunities
There are several other potential growth opportunities available to Channel
Marsden Point Energy Precinct Concept
Energy Precinct could help underpin New
Zealand’s energy and fuel security and resilience
Long-term pathway to unlocking significant value
over time as strategic tenants are attracted to the
120 hectares of unutilised industrial zoned land
and ancillary services Channel can provide
Potential for renewable fuel production to utilise
some available land
120ha
Available land for
repurposing
Near-term growth at Marsden Point
Supporting Fuel Resilience
Continue to support customers as they look to
meet the incomingminimumstockholding
obligations
Continue to support customers to create supply
chain efficiencies
Growth outside Marsden Point
Acquisition of Other Infrastructure
Fuel markets undergoing transition
Demonstrating world-class operations is key
to positioning for these opportunities
Potential opportunities as terminal assets are
consolidated
~350 Million Litres
Tank capacity available for
conversion
11
Repurposing of surplus land
Key Site Attributes
✓180 hectares of highly strategic land
✓Heavy industrial zoning
✓Marsden Point Energy Precinct zoning overlay
✓Long-term industrial resource consents relating to fuel
manufacturing
✓220kV electricity grid connection at site boundary
✓Industrial scale water supply
✓Connection to natural gas network
✓Critical part of Auckland’s fuel supply chain
✓Sheltered, deep water harbour and jetties capable of
accommodating larger vessels
✓Located close to proposed motorway extension and rail spur
Channel Infrastructure’s unique site is well positioned to support New Zealand’s energy transition
Potential strategic land value
Seadra biorefinery
implies ~$550 per sqm
~$9 per sqm
1.As at 31 December 2023
2.High level rate per square metre estimates for ready to build, fully serviced industrial sites provided by PwC Advisory Services
3.Derived based on potential value implied by Seadra Project Development Agreement announced on 1 October 2024
231
1.WOSL: Wiri Oil Service Limited
12
13
Potential Future Fuels Manufacturing at Marsden Point Energy Precinct
Potential Marsden Point Biorefinery Project
•Seadra Consortium (Seadra, Qantas, Renova Inc, Kent Plc and
ANZ)considering the development of a biorefinery on
Channel's site
•Project contemplates the acquisitionand repurposing some of
Channel's decommissioned refineryequipment, and addition
of new equipment, a lease of 18 – 20 hectare sitegenerating
c.$6-7m perannum,and fees from provisionof additional
infrastructure
•Potential sale price of decommissioned refinery equipment up
to US$56.875m (including option payments received, but
before transaction costs customary for asset sales of this
nature)
•Seadra Consortium would be responsible for build-own-
operation of the biorefinery plant, with Channel as landlord
and provider of agreed infrastructure and services
•Project remains subject to further engineering studies,
agreement on commercial terms and final form agreements,
completion of funding and final investment decision by the
Seadra Consortium and Channel (expected by 2H 2025)
Potential e-Sustainable Aviation Fuel (SAF) project
•Ongoing study by Fortescue
•Project contemplates a 300MW ~60 million litre e-SAF
production facility with potential to expand the project in future
•Utilises renewable electricity to produce green hydrogen,
which is combined with CO
2
to produce e-Sustainable Aviation
Fuel, a drop-in fuel for existing aircraft and infrastructure
•Project currently in pre-feasibility phase and remains subject
to the satisfactory completion of feasibility studies and final
investment decision
Channel's potential roles
Landlord
Jetty
Fuels Storage
Ancillary services (blending, fuel quality testing)
Operations and Maintenance
14
Growth outside Marsden Point
Channel remains committed to pursuing the acquisition of
terminal assets outside Marsden Point
•Fuel markets are undergoing a transition. Channel remains open
to owning and/or operating other fuel infrastructure assets
•Our world-class capability is key to positioning for these
opportunities and demonstration that Channel is a highly credible
and reliable supplychain partner to customers
•Most interested in aviation as well as diesel assets given the
medium-term outlook
•Should petrol demand decline inline with the Envisory outlook, it
maypresentopportunities to consolidate terminal infrastructure
around NewZealand to benefit overall customer supply chain
costs and resiliencythrough changes in fuel demand
•Unlocking investment opportunities will take time
Any acquisitions would remain subject to our disciplined
investment criteria
•Customer contracts that providerevenue certainty with strong
counterparties
•Above WACC returns
15
Financial
Performance
15
16
Financial Highlights
1
1.Continuing operations
2.Based on mid-point of guidance
EBITDA
Normalised Free Cash Flow
Total Revenue
$34.0m
$32.7m
$27.8m
$61.8m
$62-66m
FY23FY24
H1H2
+4%
2
+8%
2
$43.5m
$48.1m
$43.7m
$87.2m
$92-96m
FY23FY24
H1H2
$64.4m
$69.8m
$66.3m
FY23FY24
H1H2
$130.7m
+8%
17
65%
28%
18%
13%
0
1
2
3
4
2020202120222023HY24BLHSF
Benchmark
2021/22
TRIFBenchmark
Key operational metrics HY24
Throughput: +8% to 1.8 billion litres
4
Number of ships: -8% to 33 vessels
4
Pipeline utilisation
6
: +5% to 86%
4
Asset availability
5
: +1%
4
1.5 b litres
1.6 b litres
1.7 b litres
1.8 b litres
2H221H232H231H24
34
36
34
33
2H221H232H231H24
72%
81%
84%
86%
2H221H232H231H24
1.Tier 1 or 2 Process Safety Event per API 754 – A Tier 1 event is a release of material above specific thresholds
or that results in a LTI or fatality or damage of $100,000 or more; A Tier 2 event isa release of material
above specific thresholds or that results in a recordable injury; or damage of $2,500 or more
2.TRIF – Total Recordable Injury Frequency per 200,000 hours (rolling 12-monthly average)
3.NZ Business Leaders Health & Safety Forum Benchmark (recordable injuries per 200,000 hours)
4.HY24 versus HY23
5.Tank availability in 2022 and 2023 impacted by unplanned outages due to conversion works
6.Average for the six-month period
98.7%
98.8%
98.8%
99.6%
98.0%
97.0%
99.5%
100.0%
2H221H232H231H24
Pipeline availabilityTank availability
Process safety incidents
1
Total Recordable Injury Frequency
Increased reporting
of incidents onsite
which is a key
management focus
3
2
0
1
2
3
4
5
6
2020202120222023HY24CONCAWE
Benchmark
2022
Tier 1Tier 2
18
Investment for resilience and growth
•Three scheduled tank maintenance turnarounds in HY24 (HY23: 3), in
line with Asset Management Plan
•Growth capex reflects bund and firefighting upgrades associated
with initial private storage contract and the commencement of the
recently announced transmix contracts
•Conversion capex firefighting project to be completed 2H 2024,
bunding upgrades will continue through to 2027
•$184 million of the total conversion budget of $220 million spent as
at 30 September 2024 (since March 2022). Private storage growth
capex of $46 million
1
spent to 30 September 2024
HY24
($M)
HY23
($M)
Import Terminal System0.81.2
Tank maintenance 3.53.5
Total stay-in-business capex4.34.7
% of revenue6%7%
Growth capital expenditure 12.716.0
Conversion capex8.511.5
Total capital expenditure 25.532.2
1.Reallocation of $5m from Private Storage to Conversion following project close out. The conversion
project was run concurrently to gain project efficiencies. This has the effect of restating the Dec 2023
conversion spend to $167m (previously $163m) and private storage spend to $36m (previously $41m).
18
19
FY24Guidance and Outlook
FY24 Guidance
•On track to deliver EBITDA guidance of $92-$96 million, Normalised
Free Cash Flow guidance of $62-66 million, and stay-in-business
capex guidance of $11-$12 million
FY25 and beyond
•The near term Envisory forecast for jet fuel demand (FY25/26) may
be impacted by the current economic environment and jet aircraft
availability issues
•PPI indexation factor applying to FY25 revenues of 4.18%
1
•Wiri lease expires Feb 2025
•Recent refinancing of bank facilities reduced all-in cost of drawn
facilities by 0.6%
•Long-term contracts provide stability of earnings. The lower fixed
fee over time is expected to be offset by the benefit of increased
throughput and Producer Price indexation
•~50% of Channel's current revenue is fixed and independent of fuel
volume throughput
1.Released by Statistics NZ on 18 November 2024
19
20
Equity Raise &
Key Risks
20
21
Equity raise details
Offer size and
structure
•1 for 12.12
1
underwritten pro rata accelerated renounceable entitlement offer of new fully paid ordinary shares to raise gross proceeds of
approximately $50 million
•Approximately 31 million New Shares to be issued under the Offer representing approximately 8.3% of the existing shares on issue
•The Offer is structured to be fair and equitable for all existing shareholders (subject to overseas legal restrictions). All shareholders in eligible
jurisdictions who hold shares as at 5.00pm (NZ time), Tuesday, 26 November 2024 will be able to participate
Use of proceeds
•The proceeds of the Offer will provide funding for the three new growth contracts secured in 2024 and help position Channel to participate in
additional on-strategy growth opportunities should they eventuate
Offer price
•The Offer Price for the New Shares is $1.60, which represents a discount of:
•10.1% to the last close on Friday,22 November 2024 of $1.78
•9.4% discount to the Theoretical Ex-Rights Price
2
of $1.77
Ranking
•New Shares will rank equally with existing Channel Infrastructure shares then on issue
•The New Shares under both the Institutional Entitlement Offer and Retail Entitlement Offer will be entitled to any future dividends declared by
Channel Infrastructure after the relevant allotment date
Institutional offer
•The Institutional Entitlement Offer will be open from 10.00am (NZ time) to 6.00pm (NZ time) on Monday,25 November 2024
•Institutional entitlements not taken up and entitlements of ineligible institutional shareholders will be offered under the Institutional Bookbuild to be
conducted on Tuesday,26 November 2024
Retail offer
•The Retail Entitlement Offer will open at 10.00am (NZ time), Thursday,28 November 2024 and close at 5.00pm (NZ time), Monday,9 December 2024
•Eligible retail shareholders in New Zealand and Australia under the Retail Entitlement Offer can:
•Elect to take up all or part of their pro rata entitlements by the Retail Entitlement Offer close date of 5.00pm (NZ time), Monday,9 December
2024
•Do nothing and let New Shares representing their entitlements be offered under the Retail Bookbuild process to be conducted on
Wednesday,11 December 2024. Any premium achieved above the Retail Entitlement Offer Price will be paid to the shareholder (net of any
applicable withholding tax). There is no guarantee that a premium will be achieved
•Apply to take up more than their pro rata entitlements, if they are taking up their full entitlement. Any application for New Shares above their
pro rata entitlement will be included in the Retail Bookbuild and pay the Retail Bookbuild price
Underwriting
•The Offer is underwritten by Forsyth Barr Group Limited
1.Fractional entitlements to New Shares to be rounded down to the nearest whole number of New Shares
2.The Theoretical Ex-Rights Price (TERP) is the theoretical price at which Channel Infrastructure shares should trade at immediately after the ex-date of the Offer. The TERP is a theoretical calculation only and the
actual price at which Channel Infrastructure shares trade immediately after the ex-date for the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to Channel
Infrastructure’s closing price of $1.78 on Friday,22 November 2024
22
Use of proceeds
Equity raise to fund new growth projects whilst maintaining prudent leverage headroom
FY24-26 growth capital expenditure ($m)
12 - 15
26 - 30
17 - 21
$55 - 66m
FY24 - FY26
Bitumen storage for Higgins
Jet fuel storage for Z Energy
Transmix storage
1.Neither Channel Infrastructure nor its listed Retail Bonds have a credit rating (either public or private)
•The equity raise is projected to enable Channel Infrastructure to
fund its planned capital investment in the three growth
opportunities announced in 2024, whilst remaining committed to
its capital management framework, including a dividend policy
of paying 60-70% of normalised free cash flow and maintaining
credit metrics consistent with a BBB+ shadow credit rating
1
,
including maintaining leverage between 3 to 4 times EBITDA
•The equity raise will also help position Channel to participate in
additional on-strategy growth opportunities should they
eventuate
•Following the completion of the three growth projects and pro
forma for the equity raise, leverage is expected to be near the
mid-point of Channel's target leverage range
TargetLeverageRange
3.0x – 4.0x
Net debt to EBITDA
23
Equity raise timetable
Institutional Offer
Channel Infrastructure enters trading halt, announcement of Offer and cleansing notice released to the NZXMonday, 25November 2024
Institutional Entitlement Offer opens10.00am (NZ time), Monday, 25November 2024
Institutional Entitlement Offer closes6.00pm (NZ time), Monday, 25November 2024
Institutional Bookbuild opens10.00am (NZ time), Tuesday, 26November 2024
Institutional Bookbuild closes3.00pm (NZ time), Tuesday, 26November 2024
Trading halt liftedWednesday, 27November 2024
Settlement of Institutional Offer, allotment of New Shares under the Institutional Offer and trading
commences on the NZX
Tuesday, 3December 2024
Retail Offer
Record date5.00pm (NZ time), Tuesday, 26November 2024
Retail Entitlement Offer opens10.00am (NZ time), Thursday, 28November 2024
Retail Entitlement Offer closes5.00pm (NZ time), Monday, 9December 2024
Trading halt commences (for Retail Bookbuild)Wednesday, 11December 2024
Retail Bookbuild opens10.00am (NZ time), Wednesday, 11December 2024
Retail Bookbuild closes3.00pm (NZ time), Wednesday, 11December 2024
Trading halt liftedThursday, 12 December 2024
Settlement of Retail Offer, allotment of New Shares under the Retail Offer and trading commences on the NZX
Monday, 16December 2024
These dates are subject to change and are indicative only. Channel Infrastructure reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules. Channel Infrastructure reserves the
right to withdraw the Offer at any time prior to the issue of the shares under the Offer at its absolute discretion
24
International offer restrictions
This presentation does not constitute an offer of new ordinary shares ("New Shares") in Channel Infrastructure NZ Limited (“Channel Infrastructure”) in any jurisdiction in which it would
be unlawful. In particular, this presentation 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
The offer of New Shares under the Offer is being made in Australia under the Australian
Securities and Investments Commission ("ASIC") Corporations (Foreign Rights Issues)
Instrument 2015/356 (as modified by ASIC Instrument 24-0901) or otherwise to persons to
whom the Offer can be made without a formal disclosure document under Chapter 6D of the
Australian Corporations Act 2001 (Cth) ("Corporations Act"). This presentation is not a
prospectus, product disclosure statement or any other form of disclosure document regulated
by the Corporations Act. Accordingly, this presentation is not required to, and does not, contain
all information which a prospective investor may require to make a decision whether to
subscribe for New Shares and 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. This presentation 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. Channel Infrastructure 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 ASIC or the
Australian Securities Exchange and Channel Infrastructure is not subject to the continuous
disclosure requirements that apply in Australia. Prospective investors should not construe
anything in this presentation as legal, business or tax advice not as financial product advice
for the purposes of Chapter 7 of the Corporations Act.
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 under that ordinance).
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.
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 any
person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act 2001 of Singapore ("SFA")) under Section 274 of the SFA, (ii) to a
relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions,
specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and
Futures (Classes of Investors) Regulations 2018 of Singapore or (iii) 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
Channel Infrastructure’s shares, (ii) an "institutional investor" (as defined in Section 4A of the
SFA) or (iii) an "accredited investor" (as defined in Section 4A of the SFA). If you are not an
investor falling within one of the categories, 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.
25
Key risks (1 of 3)
Single Site /
Concentration of
Operations
•Channel currently operates substantially from a single site at Marsden Point, near the entrance to the Whangarei Harbour.
•Having substantial operations on a single site creates a risk in that Channel would not be able to redirect operations to another location, in the
event that, for any reason, operations were disrupted at the site (including the jetty)
•In particular, the following events could cause a disruption to Channel’s operations at Marsden Point:
1.High Hazard Industry - The nature of many of Channel’s operations are inherently hazardous. These hazards include, but are not limited to,
pipeline and storage tank leaks and ruptures, tanker oil spills, explosions and fires, mechanical failures, catastrophic events, and marine
transportation incidents (such as tankers damaging the jetty)
2.Natural Perils - Asset damage and business interruption resulting from natural disasters such as a tsunami or earthquake could potentially
result in a significant impact on Channel’s operations and financial position
3.Disruption to electricity supply – Normal import terminal and pipeline operations requires a continuous supply of electricity. If there is a
disruption in electricity supply to the Marsden Point site, Channel’s back-up electricity generation capacity may be inadequate to avoid
interruption to import terminal and/or pipeline operations.
4.Industrial action – Strikes or other industrial action may adversely impact on Channel’s ability to carry out normal import terminal and/or
pipeline operations.
•Channel maintains material damage and business interruption insurance for property damage and consequential business interruption as a
financial mitigation of the risk of material damage to its assets. TSAs also contain remedy periods for material breaches and force majeure
relief
Terminal Services
Agreements (TSAs)
and Customer
Concentration Risk
•A large proportion of the revenue that Channel receives is from its three Customers under TSAs. The TSAs contain a combination of fixed and
throughput-based fees to incentivise utilisation of the infrastructure with minimum take or pay commitments provide certainty of earnings
•The importance of the TSAs does however mean that if a Customer fails to perform its obligations under the TSAs (including to pay fees) or if a
TSA is terminated and no new customers are found, it could have a material adverse effect on Channel Infrastructure’s business and financial
performance
•The TSAs have an initial term of 10 years, with two five-year rights of renewal at the Customer’s option. If Customers do not wish to renew the
TSA at the end of the initial term, they must give Channel Terminal Services two years’ notice
Channel’s business activities are subject to a number of risks which may, individually or in combination, affect the future operating performance of Channel
and the value of an investment in Channel. Investors should carefully consider, and make their own assessment of, these risks, including the summary of risk
factors described below, before deciding whether to invest in New Shares in Channel. This section does not set out all the risks related to an investment in
Channel and has been prepared without reference to your personal circumstances. Some risks may be unknown and other risks, currently believed to be
immaterial, could turn out to be material.
26
Key risks (2 of 3)
Regulatory and
Government policy
risks
•Channel operates in a highly regulated business and operating environment and is therefore subject to the risk of regulatory change which
could have an impact on Channel Infrastructure’s financial position.
•Resource Consent – Channel’s operations are subject to maintaining its resource consent. As part of the consent conditions, Channel
Infrastructure is committed to continuing to maintain the current high level of environmental standards. Environmental measures at Marsden
Point include operation of a groundwater hydraulic containment system and hydrocarbon recovery program reducing the extent of legacy
contamination over time as part of the ongoing remediation of the site. A breach of its resource consent could result in sanctions against
Channel, including fines and revocation of consent. If Channel was to lose its resource consent, it could mean that Channel Terminal Services
and/or Channel Infrastructure would not be able to comply with their obligations under a TSA. Channel Infrastructure’s resource consent was
renewed in 2021 for a 35-year term. Channel expects to be able to operate within the conditions of its resource consent.
•Government Fuel Security Study – Channel’s import terminal and Marsden Point site is a strategically important part of the fuel supply chain
into New Zealand. The Government is currently undertaking a study into New Zealand’s fuel security requirements from now to 2035, including
investigating the reopening of the Marsden Point Oil Refinery and proposing the development of a Fuel Security Plan seeking to build fuel
resilience in the medium to long term. This study will likely present both risks and opportunities for Channel, including the risk of direct
Government action or regulation that adversely impacts on Channel by requiring a change in its business and/or operations, and the
opportunity for Government to introduce legislation or take regulatory actions that improve the resilience of Channel’s business and/or
operations. The outcome of the Fuel Security Study is currently unknown and could have a significant adverse impact on the Company.
•Minimum Stockholding Obligations – The Government is currently consulting on minimum stockholding obligations, including location-specific
jet fuel minimum stockholding obligations, which although will not apply to Channel, if promulgated into law may positively impact on Channel
through increased demand from customers for storage services, potentially at Marsden Point. The outcome of this Government consultation is
not yet certain, and could present opportunities for growth through increased demand for storage at Channel’s Marsden Point facility, as well
as risks that additional storage volumes that may be required by the Government’s Minimum Stockholding Obligations couldbe located at
sites other than Marsden Point where Channel is not involved in the construction or delivery of the required additional storage.
•Other regulatory changes - The transport fuel sector has seen an increase in government regulation in recent years, including in relation to
pricing and access to infrastructure. These changes have not impacted Channel as it does not participate in wholesale or retail fuel markets.
However, if future changes were to occur impacting Channel’s operations, that could have an impact on its financial position.
Change in demand
for fuels
•Refined oil products may be displaced or suffer reduced demand due to a variety of factors including unaffordability, increased access to, or
adoption of, new technologies (for example, there may be a more rapid increase in the uptake of alternative fuel vehicles, such as electricity,
biofuels, hydrogen, or gas-powered vehicles), products and services, fuel efficiency improvements or reduction in demand as a result of
external events leading to reduced travel and tourism (such as pandemics, war or natural disaster events) or in the interests of minimising
potential harmful impacts to the environment
•As such any decrease in the demand for refined oil products in New Zealand could adversely impact Channel Infrastructure’s revenue. To
mitigate this risk, the TSAs include minimum take or pay fees, which exceed the expected level of ongoing operating and capital costs of
operating the Import Terminal System (ITS)
27
Key risks (3 of 3)
Growth risks
•Marsden Point’s Energy Precinct concept plan includes potential projects that remain uncertain and subject to further investigations and
conditions. Potential projects may be unable to achieve Final Investment Decision confirming that the project will proceed due to a range of
factors such as technical, engineering or economic infeasibility, failure to secure necessary feedstocks, electricity supply or other necessary
inputs for the project, failure to obtain necessary regulatory consents or other third party approvals, failure to agree commercial terms with
counterparties for necessary infrastructure or services, failure to obtain necessary contractors for construction works or staff for operation of
the project, or failure to obtain necessary funding for the project.
•Channel’s growth strategy includes acquisition and consolidation of other terminal assets throughout New Zealand. There is no certainty that
Channel will be able to acquire other terminal assets throughout New Zealand, due to risks such as failure to successfully negotiate an
acquisition on commercially acceptable terms, failure to obtain necessary regulatory consents or other third party approvals, or failure to
secure necessary finance to enable the acquisition of other terminal assets.
•Legislative changes and/or Government policy in relation to the fuels sector may impact on the demandfor additional storage at Marsden
Point, and additional storage volumes that may be required by the Government’s Minimum Stockholding Obligations couldbe located at sites
other than Marsden Point where Channel is not involved in the construction or delivery of the required additional storage.
Cyber security and
Information
Technology (IT)
•Channel’s pipeline and import terminal operations are heavily reliant on IT systems for the efficient and timely movement of products
•While these systems are subject to regular review and maintenance, unauthorised access to or a breach or failure of Channel’s IT
infrastructure due to cyber-attacks, negligence, system error or other actions could disrupt Channel’s operations and result in the loss or
misuse of data or sensitive information, loss of revenue, injury to people, harm to the environment or Channel’s assets, legal or regulatory
breaches and potential legal liability. Individually or collectively, such effects could adversely affect Channel’s profitability
•To mitigate this risk, Channel conducts regular review and maintenance, and active monitoring of its IT and control system infrastructure.
Investors should also refer to Channel’s previous NZX disclosures, including its Explanatory Booklet dated 5 July 2021, its most recent Product Disclosure
Statement dated 28 April 2022, its current Governance Statement (dated February 2024) and the regular updates Channel gives to the market including
annual and half year financial results (https://channelnz.com/investor-centre/). You should seek independent advice before deciding whether to participate
in the Offer.
28
Disclaimer &
Important Notice
28
29
Disclaimer and important notice
This presentation has been prepared by Channel Infrastructure NZ Limited (“Channel
Infrastructure” or “Channel”) in connection with an offer of new ordinary shares in Channel
Infrastructure (“New Shares”) by way of an accelerated renounceable entitlement offer
(“Offer”).
The Offer is made in New Zealand under the exclusion in clause 19 of Schedule 1 to the Financial
Markets Conduct Act 2013 (“FMCA”). The Offer is made in Australia in reliance on the Australian
Securities and Investments Commission (“ASIC”) Corporations (Foreign Rights Issues)
Instrument 2015/356 (as modified by ASIC Instrument 24-0901) or otherwise to persons to
whom the Offer can be made without a formal disclosure document under Chapter 6D of the
Australian Corporations Act 2001 (Cth) (“Corporations Act”).
Information
This presentation contains summary information about Channel Infrastructure and its
activities which is current 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 Channel Infrastructure or that would be required in a product disclosure statement under
the FMCA or a prospectus or other disclosure document for the purposes of the Corporations
Act or the laws of any other jurisdiction. Channel Infrastructure is subject to disclosure
obligations that require it to notify certain material information to NZX Limited (“NZX”). This
presentation should be read in conjunction with Channel Infrastructure’s other periodic and
continuous disclosure announcements released to NZX, which are available at www.nzx.com.
NZX
The New Shares will be quoted on the NZX Main Board following completion of the Offer. NZX
accepts no 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 financial product advice
This presentation is for information purposes only and is not legal, financial, tax, financial
product or investment advice or a recommendation to acquire Channel Infrastructure’s
securities (including the New Shares), 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 advice
provider, legal adviser, accountant or other professional adviser if necessary.
Investment risk
An investment in securities in Channel Infrastructure is subject to investment and other known
and unknown risks, many of which are difficult to predict and are beyond the control of
Channel Infrastructure. Neither Channel Infrastructure nor any other person named in this
presentation guarantees, or gives any representation or warranty or other assurance, about
the performance of Channel Infrastructure or any return on any securities of Channel
Infrastructure.
Not an offer
This presentation is not an invitation or offer of securities for subscription, purchase or sale in
any jurisdiction. Any decision to acquire New Shares under the Offer should be made on the
basis of all information provided in relation to the Offer, including information contained in or
referred to in the separate offer document for the Offer made available on NZX (the “Offer
Document”) and Channel Infrastructure’s other periodic and continuous disclosure
announcements released to NZX. Any eligible shareholder who wishes to participate in the
Offer should consider the Offer Document, in addition to Channel Infrastructure’s other periodic
and continuous disclosure announcements released to NZX, in deciding whether to apply
under the Offer. Anyone who wishes to apply for New Shares under the Offer will need to apply
in accordance with the instructions set out in, or referred to in, the Offer Document.
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in
that jurisdiction is restricted or prohibited by law or would constitute a breach by Channel
Infrastructure of any law. The distribution of this presentation in other jurisdictions outside New
Zealand or Australia may be restricted by law. Any recipient of this presentation who is outside
New Zealand or Australia must seek advice on and observe any such restrictions. Any failure to
comply with such restrictions may contravene applicable securities laws. None of Channel
Infrastructure, any person named in this presentation or any of their affiliates accept or shall
have any liability to any person in relation to the distribution or possession of this presentation
from or in any jurisdiction.
Not for distribution or release in the United States
This presentation may not be released to any United States wire services or distributed in the
United States. This presentation does not constitute an offer to sell, or the solicitation of an
offer to buy, any securities in the United States. The New Shares 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, and may not be offered or
sold, directly or indirectly, in the United States or to any person acting for the account or benefit
of any person in the United States, except in transactions exempt from, or not subject to,
registration under the U.S. Securities Act and applicable securities laws of any state or other
jurisdiction of the United States.
30
Disclaimer and important notice (cont.)
Disclaimer
To the maximum extent permitted by law, Channel Infrastructure, the lead manager and
underwriter of the Offer (the “Lead Manager” and “Underwriter”) and their respective affiliates
and related bodies corporate including, in each case, their respective shareholders, directors,
officers, partners, representatives, employees, agents and advisers, as the case may be (each,
a “Specified Person”) disclaims and excludes all liability and responsibility (whether in tort
(including negligence) or otherwise) for any direct or indirect loss, expense, damage, cost or
other consequence (whether foreseeable or not) suffered by any person as a result of their
participation in the Offer, 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 with this presentation. To
the maximum extent permitted by law, no Specified Person make any representation or
warranty, express or implied, as to the currency, fairness, accuracy, reliability or completeness
of 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 Lead Manager or Underwriter, or their respective affiliates, related bodies
corporate, directors, officers, partners, representatives, employees, agents or advisers
(“Advisers”) 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 information in this presentation.
No Adviser has 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. No Adviser takes responsibility for any part of this presentation, or the Offer,
and makes 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 represent, warrant and agree that you have not relied on any statements made by any
Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary
relationship with any of them. No Adviser accepts or shall have any liability to any person in
relation to the distribution of this presentation from or in any jurisdiction.
Determination of eligibility of investors for the purposes of the institutional component of the
Offer and the retail component of the Offer is, in each case, determined by reference to a
number of matters, including legal and regulatory requirements, logistical and registry
constraints and the discretion of the Lead Manager, the Underwriter and Channel
Infrastructure. Channel Infrastructure, the Lead Manager, the Underwriter and each other
Specified Person disclaim any duty or liability (including for negligence) in respect of the
exercise of that determination and the exercise or otherwise of that discretion, to the
maximum extent permitted by law.
If you do not reside in a permitted offer jurisdiction, you will not be able to participate in the
Offer. Channel Infrastructure and the Lead Manager disclaim any duty or liability (including for
negligence) in respect of the determination of your allocation.
The Lead Manager and Underwriter, together with their affiliates, comprise a full service
securities business engaged in various activities and carries on a range of businesses on its
own account and for its clients and other entities, including securities trading and brokerage
activities, as well as providing investment banking, research, asset management, financing,
and other financial advisory services and other products and services to a wide range of client,
companies, counterparties and individuals. In the ordinary course of their various business
activities, the Lead Manager and Underwriter, and their affiliates, or the Advisers may at any
time hold long or short positions, and may trade or otherwise effect transactions, for their own
account or the accounts of their customers, and those investment and trading activities may
involve or relate to assets, shares and/or instruments of Channel Infrastructure and/or persons
and entities with relationships with Channel Infrastructure.
The Lead Manager and Underwriter are acting for and providing services to Channel
Infrastructure in relation to the Offer and will not be acting for or providing services to Channel
Infrastructure's shareholders or creditors. The Lead Manager and Underwriter have been
engaged solely as independent contractors and are acting solely in a contractual relationship
on an arm’s length basis with Channel Infrastructure. The engagement of the Lead Manager
and Underwriter by Channel Infrastructure is not intended to create any agency or other
relationship between the Underwriters and Channel Infrastructure's shareholders or creditors.
The Lead Manager and Underwriter, in conjunction with their affiliates, is acting in the capacity
as such in relation to the Offer and will receive fees and expenses for acting in this capacity.
In connection with the bookbuilds, 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. The 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 bookbuild and/or the
secondary market. As a result of those transactions, the Underwriter (or its affiliates) may be
allocated, subscribe for or acquire New Shares or securities of Channel Infrastructure in the
bookbuilds 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 Channel Infrastructure acquired by the Underwriter or its affiliates in
connection with their ordinary course sales and trading, principal investing and other activities,
result in the Underwriter or its affiliates disclosing a substantial holding and earning fees.
31
Disclaimer and important notice (cont.)
Past performance
Past performance information provided in this presentation is given for illustrative purposes
only and should not be relied upon as (and is not) a promise, representation, warranty,
guarantee or indication as to the past, present or future performance of Channel
Infrastructure.
Future performance
This presentation includes certain “forward-looking statements”. These forward-looking
statements are based solely on Channel Infrastructure’s current expectations, estimates,
beliefs, assumptions and projections about Channel Infrastructure, the industry and
environment in which it operates, the outcome and effects of the Offer and use of proceeds
from the Offer.
These forward-looking statements include forecast financial information and guidance,
statements about Channel Infrastructure’s expectations about the performance of its
business, statements about the future performance of Channel Infrastructure, and statements
about 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
Channel Infrastructure, its directors and management, are difficult to predict and may involve
significant elements of subjective judgment 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. Channel Infrastructure 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 presentation except as required by law or
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.
Financial information
All dollar values are in New Zealand dollars ($ or NZD) unless stated otherwise.
Channel Infrastructure’s statutory financial statements have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand (“NZ GAAP”) and comply with the
New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) and other
applicable Financial Reporting Standards, as appropriate for profit oriented entities.
Certain figures, amounts, percentages, estimates, calculations of value and fractions provided
in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of
these figures may differ from the figures set out in this presentation.
Financial information of Channel Infrastructure as at and for the period ended 30 June 2024 is
unaudited.
Non-NZ GAAP financial information
This presentation contains certain financial 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
on 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.
Such financial information and financial measures (including EBITDA, EBITDA Margin,
Normalised Free Cash Flow and Capex) do not have standardised meanings prescribed under
NZ IFRS, Australian Accounting Standards (“AAS”) or IFRS and therefore, 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 NZ IFRS, AAS or IFRS.)
General
For the purposes of this Important Notice and Disclaimer, "presentation" means these slides,
any oral presentation of these slides by Channel Infrastructure, 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.
Statements made in this presentation are made only as at the date of this presentation. The
information in this presentation remains subject to change without notice. Channel
Infrastructure reserves the right to withdraw the Offer or vary the timetable for the 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 Important
Notice and Disclaimer; (ii) you are permitted under applicable laws and regulations to receive
the information contained in this presentation; (iii) you will base any investment decision solely
on information released by Channel Infrastructure via NZX (including the Offer Document).
32
65%
28%
18%
13%
Glossary
Capex: Capital expenditure
EBITDA: Earnings from continuing operations before Interest, Tax, Depreciation and Amortisation
EBITDA Margin: EBITDA divided by Revenue from continuing operations
FCF: Free Cash Flow
Ha: Hectares
New shares: New ordinary shares
Normalised Free Cash-flow: Cash flow from continuing operations less financing costs and stay in business capex. Excludes growth capex and
conversion costs
Pipeline reliability
1
(availability): Pipeline available hours divided by the total hours in the period
Pipeline utilisation: Pipeline required pumping time (for planned product volume) divided by total hours in the period
PPI: Producer Price Index
Tank availability: Calculated on total tank basis as available hours divided by total hours in the period (excludes planned outages)
Throughput: Imported fuel volumes, normally in million litres, transferred to either the truck loading facility at Marsden Point or through Channel’s
170km pipeline to Auckland
Transmix: A mix of petrol/jet/diesel product that results from the operation of terminals and multi-product pipelines
WACC: Weighted Average Cost of Capital
1.Availability is a subset of reliability and used interchangeably
---
This Off er Document is an important document. You should read it carefully and in full before deciding what action to take
with respect to your Entitlements. If you have any doubts as to what to do, please consult your broker, fi nancial, investment
or other professional adviser. This Off er Document may not be distributed outside New Zealand or Australia, except to certain
institutional and professional investors in such other countries and to the extent contemplated in this Off er Document.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO UNITED STATES WIRE SERVICES.
1 for 12.12 accelerated renounceable
entitlement off er of New Shares
OFFER DOCUMENT
25 NOVEMBER 2024
Off er of New Shares
For more information and to apply for New Shares, go to www.shareoff er.co.nz/channel
Contents
Important Notice
3
Letter from the Chair
6
Key Details
8
Important Dates
10
Actions to be taken by
Eligible Shareholders
12
Terms of the Offer
14
Glossary
22
Directory
25
2
Channel Infrastructure NZ Limited | Offer Document
Important Notice
General information
This Offer Document has been prepared by Channel Infrastructure NZ Limited (“Channel Infrastructure”) in connection
with the Offer, being a fully underwritten 1 for 12.12 pro rata accelerated renounceable entitlement offer of New Shares.
The Offer is made in New Zealand under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct
Act 2013.
The Offer is made in Australia in reliance on the Australian Securities and Investments Commission ("ASIC")
Corporations (Foreign Rights Issues) Instrument 2015/356 (as
modified by ASIC Instrument 24-0901) or otherwise to
persons to whom the Offer can be made without a formal disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (Cth) (“Corporations Act”).
This Offer Document is not a product disclosure statement, prospectus or other disclosure document for the purposes
of the FMCA, the Corporations Act or any other law, and has not been lodged with the Financial Markets Authority
or ASIC. Because the Offer Document has been prepared under the New Zealand disclosure exclusion and in reliance
on the ASIC relief set out above, it does not contain all of the information that an investor would find in a product
disclosure statement, prospectus or other disclosure document, or which may be required in order to make an informed
investment decision about the Offer or Channel Infrastructure.
Additional information
Channel Infrastructure is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market
releases by Channel Infrastructure at www.nzx.com under the code “CHI”. An investor presentation providing further
information in relation to the Offer and Channel Infrastructure was released to NZX on 25 November 2024. That
investor presentation includes a non-exhaustive summary of certain key risks associated with an investment in Channel
Infrastructure. You are encouraged to read Channel Infrastructure’s market releases, including the investor presentation
and Channel Infrastructure’s most recent financial statements, before making an investment decision in respect of
the Offer.
Channel Infrastructure may, during the period of the Offer, make additional releases to the NZX. You are encouraged
to monitor market releases during the Offer period. To the maximum extent permitted by law, no release by Channel
Infrastructure to the NZX will permit an applicant to withdraw any previously submitted application without Channel
Infrastructure’s prior consent.
Market risk
The market price for the Shares may change between the date the Offer opens, the date you apply for New Shares
under the Offer, and the date on which New Shares are allotted to you. Accordingly, the price paid for New Shares
under the Offer may be higher or lower than the price at which Shares are trading on the NZX Main Board at the time
New Shares are issued under the Offer. The market price of New Shares following allotment may be higher or lower
than the Offer Price. Any changes in the market price of Shares will not affect the Offer Price.
Offering
restrictions
This Offer Document does 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 or invitation.
This Offer Document may not be sent or given to any person who is not an Eligible Shareholder or an Institutional
Investor in circumstances in which the Offer, or distribution of this Offer Document, would be unlawful. The distribution
of this Offer Document (including an electronic copy) outside New Zealand or Australia may be restricted by law. In
particular, this Offer Document may not be distributed to any person, and the New Shares may not be offered or sold,
in any country outside of New Zealand or Australia except to Institutional Investors or as Channel Infrastructure may
otherwise determine in compliance with applicable laws, rules and regulations.
Neither the Entitlements nor the New Shares have been, or will be, registered under the US Securities Act of 1933, as
amended, or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements
may not be issued or transferred to, or taken up by, and the New Shares may not be offered or sold to persons in
the United States or to persons acting for the account or benefit of a person in the United States (to the extent such
3
Channel Infrastructure NZ Limited | Offer Document
persons hold Existing Shares and are acting for the account or benefit of a person in the United States), except in
transactions exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable
securities laws of any state or other jurisdiction of the United States.
Further details on the offering restrictions that apply are set out under the heading “Overseas Shareholders” in the
“Terms of the Offer” section of this Offer Document.
If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with
such restrictions may contravene applicable securities law. Channel Infrastructure disclaims all liability to such persons.
Changes to the Offer
Subject to the NZX Listing Rules and applicable law, Channel Infrastructure reserves the right to alter the dates set out
in this
Offer Document.
Additionally and subject to applicable law, Channel Infrastructure reserves the right to withdraw all or any part of the
Offer (either generally or in particular cases) and the issue of New Shares at any time before the allotment of New
Shares at its absolute discretion.
No guarantee
No guarantee is provided by any person in relation to the New Shares to be issued under the Offer.
No warranty or representation is given by any person as to the future performance of Channel Infrastructure or any
return on investment made under the Offer. Historic performance does not mean that similar returns will be achieved in
the future.
Decision to participate in the
Offer
The information in this Offer Document does not constitute a recommendation to acquire or invest in New Shares nor
does it amount to financial product, financial or investment advice to you or any other person. This Offer Document
has been prepared without taking into account your, or any other person’s, particular needs or circumstances,
including investment objectives, financial and/or tax position.
Before deciding whether to invest in New Shares, you must make your own assessment of the risks associated with
an investment in Channel Infrastructure (including the non-exhaustive summary of certain key risks associated with an
investment in Channel Infrastructure set out in the investor presentation released to NZX on 25 November 2024) and
consider whether such an investment is suitable for you having regard to publicly available information.
You should make your decision as to whether to invest in New Shares based on your personal circumstances. Please
read this Offer Document carefully and in full before making that decision. You are encouraged to take your own
professional advice before you invest.
Forward-looking statements
The investor presentation released to NZX on 25 November 2024 and this Offer Document include certain
“forward-looking statements”. These forward-looking statements are based solely on Channel Infrastructure’s current
expectations, estimates, beliefs, assumptions and projections about Channel Infrastructure, the industry and
environment in which it operates, the outcome and effects of the Offer and use of proceeds from the Offer.
These forward-looking statements include forecast financial information and guidance, statements about Channel
Infrastructure’s expectations about the performance of its business, statements about the future performance of
Channel Infrastructure, and statements about 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 Channel Infrastructure, 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
4
Channel Infrastructure NZ Limited | Offer Document
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 the investor presentation and this Offer Document relate only to events as of
the date of this Offer Document. Channel Infrastructure 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 Offer Document except as required by law or any appropriate regulatory authority.
Disclaimer
The Lead Manager and Underwriter have not been responsible for the preparation of, and to the maximum extent
permitted by law accept no liability in connection with, this Offer Document.
Privacy
Any personal information provided by you via the online application will be held by Channel Infrastructure or the
Registrar at the addresses set out in the Directory. In addition, Channel Infrastructure and/or the Registrar may store
your personal information in electronic format, including in online storage or on a server or servers which may be
located in New Zealand, Australia or overseas. The information will be used for the purposes of administering your
investment in Channel Infrastructure.
This information will only be disclosed to third parties with your consent or if otherwise required or permitted by law.
Under the New Zealand Privacy Act 2020, you have the right to access and correct any personal information held
about you.
If you have questions
If you have questions about the New Shares or the Offer, you should discuss these with an appropriate professional
adviser. If you have any questions about how to apply for New Shares online, please contact the Registrar (see the
Directory for the Registrar’s contact details).
Times, currency and laws
Unless otherwise stated, all references in this Offer Document to times and dates are to times and dates in New
Zealand, all references to currency are to New Zealand dollars, and all references to legislation and regulations are to
New Zealand legislation and regulations.
This Offer Document, the Offer and any contract arising out of acceptance of the Offer are governed by the laws of
New Zealand and each applicant for New Shares submits to the exclusive jurisdiction of the courts of New Zealand.
Defined
terms
Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary of this
Offer Document.
5
Channel Infrastructure NZ Limited | Offer Document
Letter from the Chair
Monday, 25 November 2024
Dear Shareholder,
On behalf of the Board of Channel Infrastructure NZ Limited, it is my pleasure to invite all Eligible Shareholders
to participate in the pro rata accelerated renounceable entitlement offer of new fully paid shares in Channel
Infrastructure at the Offer Price of NZ$1.60 per New Share (the “Offer”).
Over the course of 2024, Channel Infrastructure has entered into three new storage contracts that are expected
to significantly improve revenue and drive earnings per share accretion. This includes today’s announcement that
Channel Infrastructure has entered into a 15-year contract to develop a bitumen import terminal for Higgins, a
subsidiary of Fletcher Building Limited, at Marsden Point. Further detail of these growth initiatives can be found in
Channel Infrastructure's investor presentation released to NZX today.
To help fund these growth initiatives, Channel Infrastructure is undertaking an underwritten equity raise of
approximately NZ$50 million.
The Board is determined to ensure that the Offer is fair to all shareholders and give as many shareholders as
possible (subject to legal restrictions) the opportunity to participate on a pro rata basis, while also ensuring that
those shareholders that cannot participate have the opportunity to realise value for their Entitlements. Accordingly,
the Board has determined to undertake the Offer by way of an underwritten pro rata accelerated renounceable
entitlement offer.
Details of the
Offer
Under the Offer, if you are an Eligible Shareholder you have the opportunity to subscribe for 1 New Share at an Offer
Price of NZ$1.60 for every 12.12 Shares you own at 5.00pm on Tuesday, 26 November 2024.
The Offer Price of NZ$1.60 represents:
•a 10.1% discount to Channel Infrastructure’s closing share price of NZ$1.78 on NZX on Friday, 22 November 2024 (being
the last trading day before the Offer was announced); and
•a 9.4% discount to the Theoretical Ex-Rights Price of NZ$1.77
1
You can choose to take up your Entitlements in whole, in part, or not at all. Entitlements cannot be traded or sold on
the NZX Main Board, nor can they be traded privately. Eligible Retail Shareholders who take up all of their Entitlements
may also apply for additional New Shares not taken up by other retail Shareholders.
Any Entitlements that are not taken up will be offered for sale through two Bookbuilds run by the Lead Manager. There
will be a Bookbuild in respect of the Institutional Entitlement Offer and a seperate Bookbuild in respect of the Retail
Entitlement Offer. Eligible Retail Shareholders who apply for additional New Shares may be allocated New Shares from
the Retail Bookbuild in accordance with the allocation policy set out on pages 17-18 of this Offer Document. The price
for those additional New Shares will be the clearing price for the Retail Bookbuild, which will be at, or above, the
Offer Price.
Any proceeds in excess of the Offer Price under the Bookbuilds (i.e. a Premium) will be paid (net of any applicable
withholding tax) on a pro rata basis to those Eligible Shareholders who do not take up all of their Entitlements or who
are not eligible to do so.
1
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which Channel Infrastructure shares should trade immediately after the ex-date of
the Offer. The TERP is a theoretical calculation only and the actual price at which Channel Infrastructure shares trade immediately after the ex-date for
the Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to Channel Infrastructure's closing price of $1.78 on
Friday, 22 November 2024.
6
Channel Infrastructure NZ Limited | Offer Document
How to participate in the Offer
To participate in the Offer, please complete an online application at www.shareoffer.co.nz/channel before 5.00pm
NZDT on Monday, 9 December 2024. The New Shares offered under the Retail Entitlement Offer are expected to be
allotted on or around Monday, 16 December 2024. They will rank equally with existing Shares at that date.
Instructions on how to make payment can be found on the Offer website at www.shareoffer.co.nz/channel.
Seek professional advice and read information carefully before you invest
We encourage you to read the Offer Document and seek investment advice from a suitably qualified professional
adviser before you consider investing in New Shares. If you have any questions about the Offer or an investment in New
Shares, you should raise those questions with your professional adviser.
We also encourage you to read through all of Channel Infrastructure's recent announcements, particularly the investor
presentation and other materials released on 25 November 2024 at www.nzx.com under the ticker code “CHI” or
available on Channel Infrastructure's website at www.channelnz.com. In particular, you should read and consider
pages 25 to 27 of the investor presentation for a non-exhaustive summary of certain key risks associated with Channel
Infrastructure and the Offer before making an investment decision. You can also access information, including the
investor presentation and announcements regarding the Offer on the Offer website at www.shareoffer.co.nz/channel.
If you have any questions about the process for participating in the Offer, please call the Channel Infrastructure
Investor Information Line on 0800 650 034 (toll free within New Zealand) from 8.30am to 5.00pm Monday to Friday.
Reflecting their commitment to Channel Infrastructure, I am pleased to confirm that all directors who hold Shares and
the CEO and CFO of Channel Infrastructure intend to subscribe for at least their pro rata entitlements under the
Offer.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and
participation in, the Offer.
Yours sincerely,
James Miller
Chair
Channel Infrastructure NZ Limited
7
Channel Infrastructure NZ Limited | Offer Document
Key Details
Issuer
Channel Infrastructure NZ Limited
The Offer
A pro rata accelerated renounceable entitlement offer of 1 New Share for every
12.12 Existing Shares held by an Eligible Shareholder on the Record Date, with
fractional entitlements being rounded down to the nearest New Share.
Offer Price
$1.60 per New Share.
Record Date
5.00pm on Tuesday, 26 November 2024.
Existing Shares currently on issue
378,756,041 Existing Shares.
Maximum number of New Shares
being offered
31,250,498 New Shares (subject to rounding).
Offer size
The approximate amount to be raised under the Offer is $50 million.
New Shares
The same class as Existing Shares and ranking equally with Shares on issue on the
date that the relevant New Shares are allotted.
Entitlements
Eligible Shareholders are entitled to subscribe for 1 New Share for every 12.12 Existing
Shares held as at the Record Date at the Offer Price.
Eligible Shareholders may take up all or some or none of their Entitlements.
You do not pay for your Entitlements. Rather, if you are an Eligible Shareholder and you
choose to take up all or part of your Entitlements, you must pay for the New Shares
that are allotted to you.
The Offer is a pro rata offer of New Shares. If you take up all of your Entitlements,
your percentage holding of Shares in Channel Infrastructure will not reduce. However,
if you do not take up all of your Entitlements, or you are an Ineligible Shareholder,
your percentage holding of Shares in Channel Infrastructure will reduce following
completion of the Offer.
Entitlements cannot be transferred or traded on the NZX Main Board.
Your Entitlements may have value. If you do nothing, you will not be able to subscribe
for any New Shares. Rather, the Lead Manager will seek to sell the New Shares
attributable to your Entitlements through the applicable Bookbuild and any Premium
realised for your Entitlements in the Bookbuild will be paid (net of any applicable
withholding tax) to you. However, there is no guarantee that the applicable Bookbuild
will result in any Premium and, accordingly, if you do not take up your Entitlements you
may not realise any value for them.
Eligible Retail Shareholders
You are an Eligible Retail Shareholder if, on the Record Date:
•you are recorded in Channel Infrastructure’s share register as a Shareholder;
•your address is shown in Channel Infrastructure’s share register as being in New
Zealand or Australia;
•you are not in the United States and not acting for the account or benefit of a
person in the United States; and
•you are not an Institutional Shareholder.
Retail Entitlement Offer
If you are an Eligible Retail Shareholder, you can take the actions set out in the section
entitled “Actions to be taken by Eligible Shareholders” in this Offer Document.
How to apply – Eligible Retail Shareholders
Applications must be made online at www.shareoffer.co.nz/channel, and payment
must be made by direct credit, by 5.00pm on Monday, 9 December 2024.
Institutional Entitlement Offer
The Lead Manager will seek to contact Institutional Shareholders to inform them of
the terms and conditions of participation in the Institutional Entitlement Offer, to
confirm their Entitlements under the Institutional Entitlement Offer, and to confirm the
application process.
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Channel Infrastructure NZ Limited | Offer Document
Bookbuilds
New Shares attributable to Entitlements not taken up by Eligible Shareholders or
which would have been issued to Ineligible Shareholders had they been eligible
to participate in the Offer will be offered for sale through Bookbuilds run by the
Lead Manager.
There will be a Bookbuild for the Institutional Entitlement Offer and a separate
Bookbuild for the Retail Entitlement Offer.
Any Premium realised for those Entitlements in the Bookbuilds will be paid (net of any
applicable withholding tax) to those Shareholders who do not take up all of their
Entitlements or who are ineligible to do so by virtue of being an Ineligible Shareholder,
in proportion to their holdings of the Entitlements offered under the Bookbuilds.
There is no guarantee that there will be any Premium realised for the Entitlements
offered for sale in the Bookbuilds. The Premium realised (if any) in the Institutional
Bookbuild may be different from the Premium realised (if any) in the Retail Bookbuild.
Underwriting
The Offer is fully underwritten by the Underwriter.
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Channel Infrastructure NZ Limited | Offer Document
Important Dates
Institutional Entitlement Offer and Institutional Bookbuild
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild. Eligible Retail
Shareholders should refer to the important dates for the Retail Entitlement Offer and Retail Bookbuild set out in the
“Retail Entitlement Offer and Retail Bookbuild” table on the following page.
KEY EVENTDATE
1
Trading halt commences on the NZX Main Board (pre-market open)Monday, 25 November 2024
Institutional Entitlement Offer conductedOpens at 10.00am and closes at
6.00pm on Monday, 25 November 2024
Institutional Bookbuild conductedOpens at 10.00am and closes at
3.00pm on Tuesday, 26 November 2024
Record Date5.00pm on Tuesday, 26 November 2024
Announce results of Institutional Entitlement Offer and Institutional Bookbuild
(pre-market open)
Trading halt lifted by open of trading on the NZX Main Board, and trading of Shares on the
NZX Main Board recommences
Wednesday, 27 November 2024
Settlement of, and allotment of New Shares issued under, Institutional Entitlement Offer and
Institutional Bookbuild and
commencement of trading of allotted New Shares on the NZX Main Board
Tuesday, 3 December 2024
Expected date for payment of any Premium achieved in the Institutional BookbuildMonday, 9 December 2024
1The dates set out in the timetables in the “Important Dates” section of this Offer Document (and any references to them in this Offer Document)
are subject to change and are indicative only. All dates and times refer to New Zealand daylight time. Channel Infrastructure reserves the right to
amend the timetables (including by extending the closing dates for the Offer or accepting late applications for New Shares, either generally or in
particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential effect on the issue date of
New Shares.
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Channel Infrastructure NZ Limited | Offer Document
Retail Entitlement Offer and Retail Bookbuild
This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible Institutional
Shareholders should refer to the important dates for the Institutional Entitlement Offer and Institutional Bookbuild set
out in the “Institutional Entitlement Offer and Institutional Bookbuild” table on the previous page.
KEY EVENTDATE
Record Date5.00pm on Tuesday, 26 November 2024
Retail Entitlement Offer opens10.00am on Thursday,
28 November 2024
Retail Entitlement Offer closes (last day for online applications)5.00pm on Monday, 9 December 2024
Announce results of Retail Entitlement Offer (pre-market open)Wednesday, 11 December 2024
Trading halt commences on the NZX Main Board (pre-market open)Wednesday, 11 December 2024
Retail Bookbuild conductedOpen at 10.00am and close at 3.00pm
on Wednesday, 11 December 2024
Announce results of Retail Bookbuild (pre-market open)
Trading halt lifted by open of trading on the NZX Main Board, and trading of Shares on
the NZX Main Board recommences
Thursday, 12 December 2024
Settlement of, and allotment of New Shares issued under, Retail Entitlement Offer and Retail
Bookbuild and commencement of trading of allotted New Shares on the NZX Main Board
Monday, 16 December 2024
Expected despatch of holding statements for New Shares issued under the Retail
Entitlement Offer
Wednesday, 18 December 2024
Expected date for payment of any Premium achieved in the Retail BookbuildFriday, 20 December 2024
Applications for New Shares under the Retail Entitlement Offer must be made via the online application process as
soon as possible, so as to be received by Channel Infrastructure prior to the closing of the Retail Entitlement Offer. For
further information about that process, go to: www.shareoffer.co.nz/channel.
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Channel Infrastructure NZ Limited | Offer Document
Actions to be taken by Eligible Shareholders
Actions available to Eligible Retail Shareholders
If you are an Eligible Retail Shareholder, you may:
1.take up all or part of your Entitlements;
2.take up all of your Entitlements and apply for more; or
3.do nothing.
If you do not take up all of your Entitlements (including if you do nothing in respect of the Offer), New Shares
attributable to any Entitlements not taken up will be offered for sale in the Retail Bookbuild. You will not be able to
subscribe for New Shares in respect of the portion of your Entitlements not taken up. Any Premium realised for those
New Shares in the Retail Bookbuild will be paid (net of any applicable withholding tax) on a pro rata basis to those
Eligible Retail Shareholders who do not take up all of their Entitlements and to Ineligible Retail Shareholders.
Option 1: Take up all or part of your Entitlements
If you are an Eligible Retail Shareholder and wish to take up all or part of your Entitlements, you need to apply online
at www.shareoffer.co.nz/channel before 5.00pm on Monday, 9 December 2024. You will be required to enter your
CSN/Holder number which you hold your Shares under.
Payment for your New Shares must be by way of direct credit. More detail on payment options is included in the online
application process. For further information about that process, go to: www.shareoffer.co.nz/channel.
Option 2: Take up all of your Entitlements and apply for more
If you take up all of your Entitlements, you can also apply for Additional New Shares (being New Shares which are
attributable to Entitlements which are not taken up by Eligible Retail Shareholders and the Entitlements attributable to
Ineligible Retail Shareholders). Any applications for Additional New Shares will go into the Retail Bookbuild, which will
also involve Institutional Investors.
If you apply for Additional New Shares:
•You will need to pay for both your Entitlements and the dollar amount of Additional New Shares that you are
applying for.
•The number of Additional New Shares you will receive under the Retail Bookbuild will depend on the allocation
made to you and the Bookbuild Price for the Retail Bookbuild.
•Any Additional New Shares allocated to you will be issued at the Bookbuild Price for the Retail Bookbuild. The
Bookbuild Price for the Retail Bookbuild will be equal to or above the Offer Price.
1
For further information about the Retail Bookbuild, including the allocation policy that will apply to the allocation and
scaling of applications for Additional New Shares under the Retail Bookbuild, see the “Terms of the Offer” section of
this Offer Document.
If you have a relationship with an NZX Firm, you may also participate in the Retail Bookbuild through that firm if it has
been invited to participate in the Retail Bookbuild.
Option 3: Do nothing
If you do not take up all of your Entitlements, New Shares attributable to your Entitlements not taken up by you
will be offered for sale through the Retail Bookbuild. You will not be able to subscribe for New Shares in respect of
your Entitlements.
1
It is possible that you may be able to buy Shares on the NZX Main Board at a lower price than the Bookbuild Price for the Retail Bookbuild before, on, or
after settlement of the Retail Entitlement Offer.
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Channel Infrastructure NZ Limited | Offer Document
Your shareholding in Channel Infrastructure will be diluted if you do not take up all of
your Entitlements
The Offer is a pro rata offer to Eligible Shareholders. Eligible Shareholders who take up all of their Entitlements will
not have their percentage shareholding in Channel Infrastructure reduced by the Offer. Eligible Shareholders who do
not take up any of their Entitlements, and Ineligible Shareholders, will have their percentage shareholding in Channel
Infrastructure diluted by approximately 7.6% as a result of the Offer.
There is no guarantee that the Retail Bookbuild will achieve a Premium
There is no guarantee that any Premium will be achieved in the Retail Bookbuild. Any Premium achieved in the Retail
Bookbuild may be different from any Premium achieved in the Institutional Bookbuild. The ability to sell New Shares
attributable to Unexercised Retail Entitlements in the Retail Bookbuild and the ability to obtain any Premium will be
dependent on various factors, including market conditions.
It is expected that the Premium (if any) will be paid to you (net of any applicable withholding tax) on or about Friday,
20 December 2024 and will be paid in accordance with the direct credit payment instructions provided by you to
Channel Infrastructure.
If you are an Institutional Shareholder
The Lead Manager will seek to contact Institutional Shareholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer, to confirm their Entitlements under the Institutional Entitlement Offer,
and to confirm the application process.
Eligible Institutional Shareholders may take up all or part of their Entitlements, take up all of their Entitlements and
apply for Additional New Shares under the Institutional Bookbuild, or do nothing.
If you are an Ineligible Shareholder
Ineligible Shareholders are unable to participate in the Offer and cannot take up their Entitlements.
New Shares attributable to the Entitlements that Ineligible Shareholders would have received if they were Eligible
Shareholders will be offered for sale in the applicable Bookbuild and Ineligible Shareholders will receive the Premium
(if any) in respect of the New Shares attributable to the Entitlements they would have received if they were Eligible
Shareholders. There is no guarantee that there will be any Premium achieved in the relevant Bookbuild. Any Premium
achieved in the Retail Bookbuild may differ from any Premium achieved in the Institutional Bookbuild.
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Channel Infrastructure NZ Limited | Offer Document
Terms of the Offer
The Offer
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated renounceable entitlement
offer. The Offer comprises the Institutional Entitlement Offer, the Institutional Bookbuild, the Retail Entitlement Offer and
the Retail Bookbuild. These are described below.
The maximum number of New Shares being offered under the Offer is 31,250,498 New Shares (subject to rounding).
Channel Infrastructure will raise a total of approximately $50 million through the Offer, which is fully underwritten by
the Underwriter.
Entitlements
Under the Offer, Eligible Shareholders are entitled to subscribe at the Offer Price for 1 New Share for every 12.12 Existing
Shares held on the Record Date.
Entitlements will not be quoted and cannot be traded on the NZX Main Board or privately transferred. Ineligible
Shareholders and Eligible Shareholders who do not take up all of their Entitlements may receive some value in
respect of their Unexercised Entitlements if a Premium is achieved under the Bookbuild under which the Unexercised
Entitlements are sold (i.e. the Institutional Bookbuild in respect of Unexercised Institutional Entitlements and the Retail
Bookbuild in respect of Unexercised Retail Entitlements). There is no guarantee that any Premium will be achieved
under a Bookbuild. Any Premium under the Institutional Bookbuild may be different from any Premium under the
Retail Bookbuild.
Offer
Price and applications
The Offer Price is $1.60 per New Share.
The Offer Price must be paid in full on application. Payment of the Offer Price for the Retail Entitlement Offer must
be made in accordance with the online application process. For further information about that process, go to:
www.shareoffer.co.nz/channel.
Channel Infrastructure may accept late applications for New Shares under the Offer and late application monies, but
it has no obligation to do so. Channel Infrastructure may accept or reject (at its discretion) any application for New
Shares which it considers is not completed correctly, and may correct any errors or omissions on any application.
An application for New Shares under the Offer may not be withdrawn without Channel Infrastructure’s prior consent
once submitted. No cooling-off rights apply to applications for New Shares under the Offer.
Application monies received will be held in a trust account with the Registrar until the corresponding New Shares are
allotted or the application monies are refunded. If any application for New Shares is not accepted, all applicable
application monies will be refunded. Interest earned on the application monies will be for the benefit, and remain
the property, of Channel Infrastructure and will be retained by Channel Infrastructure whether or not the issue of New
Shares takes place.
Any refunds of application monies (without interest) will be made within 10 business days of allotment of New Shares
under the Offer (or the date that the decision not to accept an application is made, as the case may be). Refunds will
not be paid for any difference arising solely due to rounding or where the aggregate amount of the refund payable to
the relevant Entitlement holder is less than $5.00.
Purpose of the
Offer
The proceeds of the Offer will provide funding for the three new growth contracts secured in 2024 and help position
Channel Infrastructure to participate in additional on-strategy growth opportunities should they eventuate.
Fractional entitlements
Fractional entitlements will be rounded down to the nearest New Share. Entitlements are not rounded up to a
minimum holding.
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Channel Infrastructure NZ Limited | Offer Document
The Institutional Entitlement Offer
The Institutional Entitlement Offer opens at 10.00am and closes at 6.00pm on Monday, 25 November 2024 (subject to
Channel Infrastructure’s right to modify these dates or times).
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. The Institutional Entitlement Offer
does not constitute an offer to any person who is not an Eligible Institutional Shareholder (including any Ineligible
Institutional Shareholder, Eligible Retail Shareholder or Ineligible Retail Shareholder).
Channel Infrastructure and the Lead Manager will determine (in their sole discretion) the Shareholders who will be
treated as Eligible Institutional Shareholders for the purpose of determining the Shareholders to whom an offer of
New Shares will be made under the Institutional Entitlement Offer. In doing so, they may have regard to a number
of matters, including legal and regulatory requirements and logistical and registry constraints. Channel Infrastructure
and the Lead Manager will agree on which Shareholders will be treated as Ineligible Institutional Shareholders.
The determination of which Shareholders will be treated as Institutional Shareholders and Ineligible Institutional
Shareholders remains the responsibility of Channel Infrastructure.
Channel Infrastructure reserves the right to reject any application for New Shares under the Institutional Entitlement
Offer that it considers comes from a person who is not an Eligible Institutional Shareholder.
Application for Entitlements under the Institutional Entitlement Offer
The Lead Manager will seek to contact Institutional Shareholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer, to confirm their Entitlements under the Institutional Entitlement Offer,
and to confirm the application process. Applications for New Shares by Eligible Institutional Shareholders can only be
made in accordance with that process.
An Eligible Institutional Shareholder who takes up all of their Entitlements may apply for Additional New Shares under
the Institutional Bookbuild. The Lead Manager will advise Eligible Institutional Shareholders of the process for doing so.
The Institutional Bookbuild
New Shares that are attributable to Unexercised Institutional Entitlements will be offered under the Institutional
Bookbuild to Institutional Investors (including Eligible Institutional Shareholders who take up all of their Entitlements
under the Institutional Entitlement Offer and wish to apply for Additional New Shares).
The Institutional Bookbuild is expected to take place on Tuesday, 26 November 2024.
The Bookbuild Price for the Institutional Bookbuild will be equal to or above the Offer Price.
Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild
Settlement of the Institutional Entitlement Offer and the Institutional Bookbuild will occur in accordance with
arrangements advised by the Lead Manager. Each investor in New Shares under the Institutional Entitlement Offer
and the Institutional Bookbuild remains responsible for ensuring its own compliance with the Takeovers Code and other
applicable law, rules and regulations.
The Retail Entitlement
Offer
The Retail Entitlement Offer opens at 10.00am on Thursday, 28 November and closes at 5.00pm on Monday,
9 December 2024 (subject to Channel Infrastructure’s right to modify these dates or times).
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail Shareholders. The Retail Entitlement Offer does not constitute
an offer to any person who is not an Eligible Retail Shareholder (including any Institutional Shareholder or Ineligible
Retail Shareholder). Any person allocated New Shares under the Institutional Entitlement Offer or Institutional Bookbuild
does not have any entitlement to participate in the Retail Entitlement Offer in respect of those New Shares.
Channel Infrastructure reserves the right to reject any application for New Shares under the Retail Entitlement Offer
that it considers comes from a person who is not an Eligible Retail Shareholder.
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Channel Infrastructure NZ Limited | Offer Document
Applications for Entitlements under the Retail Entitlement Offer
Applications for New Shares by Eligible Retail Shareholders can only be made via an online application at
www.shareoffer.co.nz/channel.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are entitled
under the
Offer. They may take up all or part or none of their Entitlements. Eligible Retail Shareholders who have taken
up all of their Entitlements may apply for Additional New Shares as described under the heading “Applications to take
up Additional New Shares” below.
Any person outside New Zealand or Australia who takes up an Entitlement in the Retail Entitlement Offer (and therefore
applies for New Shares) through a New Zealand or Australian resident nominee, and their nominee, will be deemed
to have represented and warranted to Channel Infrastructure that the Offer can be lawfully made to their nominee
pursuant to this Offer Document. None of Channel Infrastructure, the Lead Manager, the Underwriter, the Registrar
or any of their respective directors, officers, employees, agents, or advisers accept any liability or responsibility to
determine whether a person is eligible to participate in the Retail Entitlement Offer.
Applications to take up Additional New Shares
Eligible Retail Shareholders who have taken up all of their Entitlements may apply for Additional New Shares that will
be offered for sale under the Retail Bookbuild. Eligible Retail Shareholders may apply for these Additional New Shares
as directed via the online application form and should specify the dollar amount of Additional New Shares they wish
to apply for at the Bookbuild Price for the Retail Bookbuild. Any applications for Additional New Shares will go into the
Retail Bookbuild. Further information about the Retail Bookbuild is set out below.
You must pay in full for the Entitlements and any Additional New Shares for which you have applied.
Any Additional New Shares applied for by, and allocated to, an Eligible Retail Shareholder will be issued at the
Bookbuild Price for the Retail Bookbuild. The Bookbuild Price for the Retail Bookbuild will be equal to or above the Offer
Price. Once the Bookbuild Price for the Retail Bookbuild has been determined, the application monies in respect of
an application for Additional New Shares by an Eligible Retail Shareholder will be divided by the Bookbuild Price for
the Retail Bookbuild to calculate the number of Additional New Shares applied for by that Eligible Retail Shareholder
(subject to scaling), rounded down to the nearest whole New Share.
Allocations and any necessary scaling of Additional New Shares applied for by Eligible Retail Shareholders who take
up all of their Entitlements will be determined by Channel Infrastructure and the Lead Manager as part of the Retail
Bookbuild process in accordance with the allocation policy set out below under the heading “Allocation policy”.
The number of New Shares allocated to an Eligible Retail Shareholder under the Retail Bookbuild may be less than
the dollar amount of Additional New Shares for which that Eligible Retail Shareholder has applied. If applications
for Additional New Shares under the Retail Bookbuild are scaled or not accepted, excess application monies will be
refunded without interest. Refunds will not be paid for any difference arising solely due to rounding or where the
aggregate amount of the refund payable to the relevant Eligible Retail Shareholder is less than $5.00.
If the demand under the Retail Bookbuild is insufficient to achieve a Bookbuild Price equal to or above the Offer Price
in respect of all of the New Shares offered in the Retail Bookbuild:
•all valid applications by Eligible Retail Shareholders for Additional New Shares will be allocated in full at the Offer
Price (subject to the terms of this Offer Document); and
•the Underwriter will subscribe for any remaining New Shares offered in the Retail Bookbuild at the Offer Price (subject
to the terms of the Underwriting Agreement).
Eligible Retail Shareholders who do not take up all of their Entitlements will not be eligible to apply for Additional
New Shares.
Illustrative example of how the price for Additional New Shares will be determined
Eligible Retail Shareholders who take up all of their Entitlements may also apply for Additional New Shares. Those
Shareholders will not know the price of those Additional New Shares at the time the application is made, so will need
to apply for a dollar value worth of Additional New Shares.
To help explain how the price for the Additional New Shares works, an example, which is provided for illustrative
purposes only, is set out below:
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Channel Infrastructure NZ Limited | Offer Document
•An Eligible Retail Shareholder has taken up all its Entitlements and applied for $10,000 of Additional New Shares.
•The outcome of the Retail Bookbuild is that the Bookbuild Price is $1.75.
•This Shareholder will be taken to have applied for 5,714 Additional New Shares (being $10,000 divided by $1.75,
rounded down to the nearest Share).
•The number of Additional New Shares allocated to the Eligible Retail Shareholder will depend on the application of
the allocation and scaling policy set out below under the heading “Allocation policy”.
The Retail Bookbuild
New Shares that are attributable to Unexercised Retail Entitlements will be offered under the Retail Bookbuild to
Institutional Investors (which may include Institutional Shareholders whether or not they take up all of their Entitlements
under the Offer) and Eligible Retail Shareholders who take up all of their Entitlements and apply for Additional
New Shares.
The Retail Bookbuild is expected to take place on Wednesday, 11 December 2024.
The Bookbuild Price for the Retail Bookbuild will be equal to or above the Offer Price.
Institutional Investors may apply to participate in the Retail Bookbuild
Institutional Investors may participate in the Retail Bookbuild by contacting the Lead Manager who will provide details
as to the process to be undertaken in relation to participation in the Retail Bookbuild.
Bookbuilds and distribution of Bookbuild proceeds
The Lead Manager’s ability to conduct the Bookbuilds, to sell New Shares in the Bookbuilds, and to obtain any
Premium under a Bookbuild will be dependent upon various factors, including market conditions.
The price for the New Shares under a Bookbuild may not be the highest price available, but will be determined having
regard to a number of factors, including having binding and bona fide offers which, in the reasonable opinion of the
Lead Manager will, if accepted, result in all New Shares offered in the Bookbuild being sold.
The proceeds (if any) from each New Share issued under each Bookbuild will be paid as follows:
1
•Channel Infrastructure will receive the Offer Price for all New Shares issued under the Bookbuild; and
•any Premium realised by the Bookbuild will be paid to:
a) each relevant Eligible Shareholder who did not take up all of their Entitlements; and
b) each relevant Ineligible Shareholder (who will be deemed to hold the number of Entitlements they would have
received if they were Eligible Shareholders for the purpose of calculating the amount of any Premium payable
to them),
in proportion to their holdings of Unexercised Entitlements.
Allocations and any necessary scaling of New Shares under each Bookbuild will be determined by Channel
Infrastructure and the Lead Manager in accordance with the allocation policy set out below under the heading
“Allocation policy”.
Allocation policy
Allocations and scaling of New Shares under each Bookbuild will be determined by Channel Infrastructure and the
Lead Manager in accordance with the following principles:
•The primary goal is to maximise the clearing price. However, as noted above, the clearing price may not be the
highest price available.
•The allocation of New Shares will be determined in a manner which is in the interests of Channel Infrastructure
having regard to a number of factors including the pro rata shareholding held on the Record Date, the size of
bids received, the opportunity to introduce new, reputable Institutional Investors to Channel Infrastructure’s share
1
For clarity, the Institutional Bookbuild will seek to sell the Entitlements of Eligible Institutional Shareholders who did not take up all of their Entitlements
and the deemed Entitlements of Ineligible Institutional Shareholders and the Retail Bookbuild will seek to sell the Entitlements of Eligible Retail
Shareholders who did not take up all of their Entitlements and the deemed Entitlements of Ineligible Retail Shareholders.
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Channel Infrastructure NZ Limited | Offer Document
register, the potential to improve Share trading liquidity after the Offer, and whether the Eligible Shareholders or
Institutional Investors have provided support as sub-underwriters.
•In respect of the Retail Bookbuild, to the extent that Eligible Retail Shareholders apply for a greater number of New
Shares than are allocated to Eligible Retail Shareholders under the Bookbuild, those applications will be scaled on a
pro rata basis in proportion to their shareholdings on the Record Date.
Channel Infrastructure may, at its discretion, allocate New Shares from the Institutional Bookbuild and Retail Bookbuild
to senior executives of Channel Infrastructure at the clearing price for the relevant Bookbuild. It is currently anticipated
that any such allocation would not exceed $300,000 of New Shares in aggregate. The board of Channel Infrastructure
considers that to do so is in the best interests of Channel Infrastructure and is fair and reasonable to existing
Shareholders because it demonstrates that those senior executives are supportive of, and committed to, the company
and its strategy, it assists to align the interests of senior executives with those of Shareholders, and the price for the
New Shares (the clearing price for the relevant Bookbuild) will be at or above the Offer Price.
Payment of Premium
Any Premium realised by a Bookbuild will be paid (net of any applicable withholding tax) in New Zealand dollars in
accordance with the direct credit payment instructions provided by the relevant Shareholder to the Registrar (if any).
No interest will be paid in respect of any Premium payable. If you do not have a bank account on file with the Registrar,
payment will be withheld until a bank account is provided to the Registrar.
Nominees
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature of each
such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible Retail Shareholder or
Ineligible Retail Shareholder with regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with registered
addresses in the eligible jurisdictions, irrespective of whether they participated under the Institutional Entitlement Offer,
may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose
behalf they hold Existing Shares provided that the applicable beneficiary would satisfy the criteria for an Eligible
Retail Shareholder.
Nominees and custodians who hold Existing Shares as nominees or custodians will receive a letter from Channel
Infrastructure. Nominees and custodians should consider carefully the contents of that letter and note in particular that
the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in
respect of:
a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible
Retail Shareholder;
b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether
they accepted their Entitlement or not);
c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
d) Shareholders who are not eligible under applicable securities laws to receive an offer under the Retail
Entitlement Offer.
Channel Infrastructure is not required to determine whether or not any registered holder is acting as a nominee or
custodian or the identity or residence of any beneficial owners of Shares or Entitlements. Where any holder is acting
as a nominee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether
indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws.
Channel Infrastructure is not able to advise on foreign laws.
Overseas Shareholders
The Offer is only open to (a) Eligible Shareholders and (b) in respect of the Bookbuilds Institutional Investors who are not
Shareholders. Channel Infrastructure has determined that it is unreasonable to extend the Retail Entitlement Offer to
Ineligible Retail Shareholders and the Institutional Entitlement Offer to Ineligible Institutional Shareholders because of
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Channel Infrastructure NZ Limited | Offer Document
the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with
the applicable regulations in relevant jurisdictions.
This Offer Document is only being sent by Channel Infrastructure to Eligible Shareholders. The distribution of this Offer
Document (including an electronic copy) outside New Zealand or Australia may be restricted by law, except as set out
below. Any failure to comply with such restrictions may contravene applicable securities law. Channel Infrastructure
disclaims all liability to such persons.
Australia
The offer of New Shares under the Offer is being made in Australia in reliance on ASIC Corporations (Foreign Rights
Issues) Instrument 2015/356 (as modified by ASIC Instrument 24-0901) or otherwise to persons to whom the Offer can
be made without a formal disclosure document under Chapter 6D of the Corporations Act.
This Offer Document is not a prospectus, product disclosure statement or any other formal disclosure document for the
purposes of Australian law or the Corporations Act and is not required to, and does not, contain all the information
which would be required in a disclosure document under Australian law or the Corporations Act. It 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.
Channel Infrastructure is a company which is incorporated in New Zealand and the relationship between it and its
investors will be largely governed by New Zealand law.
This Offer Document has not been, and will not be, lodged or registered with ASIC or the Australian Securities
Exchange and Channel Infrastructure is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this Offer Document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7 of the Corporations Act.
Hong Kong
WARNING: This Offer 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 Offer Document
or to permit the distribution of this Offer Document or any documents issued in connection with it. Accordingly,
the Entitlements and 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 Entitlements and 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 Entitlements or 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).
The contents of this Offer 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 Offer Document, you
should obtain independent professional advice.
Singapore
This Offer Document and any other materials relating to the Entitlements and 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
Offer Document and any other document or materials in connection with the offer or sale, or invitation for subscription
or purchase, of Entitlements and New Shares, may not be issued, circulated or distributed, nor may the Entitlements
or the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act 2001 of Singapore ("SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined
in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions, specified in Section 275 of the SFA and (where applicable) Regulation 3 of
the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore or (iii) as otherwise pursuant to, and in
accordance with the conditions of any other applicable provisions of the SFA.
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Channel Infrastructure NZ Limited | Offer Document
This Offer Document has been given to you on the basis that you are (i) an existing holder of Shares, (ii) an “institutional
investor” (as defined in Section 4A of the SFA) or (iii) an “accredited investor” (as defined in Section 4A of the SFA). In the
event that you are not an investor falling within any of the categories set out above, please return this Offer Document
immediately. You may not forward or circulate this Offer Document to any other person in Singapore. Any offer is not
made to you with a view to the Entitlements or 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 Entitlements or New
Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in
Singapore and comply accordingly.
Nominees and custodians
Nominees and custodians may not distribute any part of this Offer Document, and may not permit any beneficial
shareholder to participate in the Offer who is located, in the United States or any other jurisdiction outside New
Zealand and Australia, except to professional investors in Hong Kong (as defined in the SFO and any rules made under
that ordinance) and institutional investors and accredited investors in Singapore (each as defined under Section 4A of
the SFA), in each case as set out above.
Persons in the United States and persons acting for the account or benefit of persons in the United States will not be
able to exercise Entitlements under the Offer.
Underwriting Agreement
The Offer is underwritten. A summary of the principal terms of the Underwriting Agreement is set out below:
•The Underwriter will subscribe for any New Shares that are not subscribed for by Eligible Shareholders or Institutional
Investors under the Offer at the Offer Price, in accordance with the terms of the Underwriting Agreement.
•The Underwriter, together with the Lead Manager, will be paid an agreed fee for their services in connection with
the Offer.
•The Underwriter may terminate its obligations under the Underwriting Agreement, including by reason of events
that have, or are likely to have, a material adverse effect on Channel Infrastructure, the Shares or the Offer. These
may be as a result of events specific to Channel Infrastructure or as a result of external events, such as material
or fundamental changes in financial, economic and political conditions in certain countries or financial markets.
The Underwriter may also terminate the Underwriting Agreement where certain conditions to the Underwriting
Agreement or its underwriting obligations have not been satisfied or waived.
•Channel Infrastructure provides certain undertakings to the Underwriter, including that for a period commencing on
the date of the Underwriting Agreement and ending three months after the date on which the New Shares under
the Retail Entitlement Offer and Retail Bookbuild are allotted, Channel Infrastructure must:
–not issue or allot any equity securities or other securities, or grant any options in respect of such securities, other
than pursuant to certain limited exceptions; and
–carry on its business in the ordinary course,
other than with the Underwriter’s consent (which may not be unreasonably withheld or delayed). During the same
period, Channel Infrastructure also must not acquire or dispose of any substantial assets or business without first
consulting with the Underwriter.
•Channel Infrastructure has agreed to indemnify the Underwriter and its affiliates against certain losses related to
the Offer.
•Channel Infrastructure has given warranties in the Underwriting Agreement, including warranties relating to the
content and accuracy of the Offer Document, compliance by Channel Infrastructure with relevant laws, the
existence of no litigation that may be material in the context of the Offer and the valid issue and allotment of
New Shares.
•The Underwriter has the power to appoint sub-underwriters.
•The Underwriting Agreement contains other termination events, representations, warranties and indemnities that
are customary for an offer of this nature.
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Channel Infrastructure NZ Limited | Offer Document
Terms and ranking of New Shares
New Shares are the same class as Existing Shares, which are quoted on the NZX Main Board. A New Share will
rank equally with, and have the same voting rights, dividend rights and other entitlements as, Shares in Channel
Infrastructure at the date on which the New Share is allotted under the Offer.
Dividend policy
Channel Infrastructure’s current dividend policy, which is available at www.channelnz.com/investor-centre/dividends/,
is a pay-out of 60-70% of normalised free cash flow, being adjusted for net cash generated from operations less
maintenance capex, excluding conversion costs and growth capex. The dividend policy is subject to the Channel
Infrastructure board of directors’ due consideration of the company’s medium-term asset investment programme; a
sustainable financial structure for Channel Infrastructure, recognising the targeted investment grade rating; and the
risks from short and medium-term economic and market conditions and estimated financial performance.
Quotation on the NZX Main Board
It is a term of the Offer that Channel Infrastructure will take any necessary steps to ensure that the New Shares are,
immediately after issue, quoted on the NZX Main Board. The New Shares have been accepted for quotation on the
NZX Main Board and will be quoted upon completion of allotment procedures. The NZX Main Board is a licensed
market operated by NZX which is a licensed market operator regulated under the FMCA. However, NZX accepts no
responsibility for any statement in this Offer Document.
It is expected that trading on the NZX Main Board of the New Shares issued under:
•the Institutional Entitlement Offer and Institutional Bookbuild will commence on Tuesday, 3 December 2024; and
•the Retail Entitlement Offer and Retail Bookbuild will commence on Monday, 16 December 2024.
Securities transaction statements
Security transaction statements for New Shares allotted under the Offer will be issued and sent as soon as practicable
after the New Shares are allotted. Applicants under the Offer should ascertain their allocation of New Shares before
trading in the New Shares. Applicants can do so by contacting the Registrar, whose contact details are set out in the
“Directory” section.
Shareholders selling New Shares prior to receiving a security transaction statement do so at their own risk. None of
Channel Infrastructure, the Lead Manager, the Underwriter, the Registrar nor any of their respective directors, officers,
employees, agents or advisers accepts any liability or responsibility should any person attempt to sell or otherwise
deal with New Shares before the security transaction statement showing the number of New Shares allotted to the
applicant is received by the applicant for those New Shares.
After allotment New Shares can be traded on the NZX Main Board by instructing a NZX Firm.
21
Channel Infrastructure NZ Limited | Offer Document
Glossary
TERMDEFINITION
Additional New Shares
New Shares which, as applicable:
a) are attributable to any Unexercised Institutional Entitlements which, as applicable,
can be or are applied for by Eligible Institutional Shareholders who take up all of
their Entitlements;
b) are attributable to any Unexercised Retail Entitlements which, as applicable,
can be or are applied for by Eligible Retail Shareholders who take up all of
their Entitlements.
Bookbuild
The Institutional Bookbuild or the Retail Bookbuild.
Bookbuild Price
The price per New Share determined through a Bookbuild, which may be equal to or
above the Offer Price.
Channel Infrastructure
Channel Infrastructure NZ Limited (company number 65859).
Corporations Act
The Australian Corporations Act 2001 (Cth).
Eligible Institutional Shareholder
A person who:
a) on the Record Date was recorded in Channel Infrastructure’s share register as being
a Shareholder; and
b) is an Institutional Investor (or the nominee or custodian for an Institutional Investor),
and who is not in the United States and who is not acting for the account or benefit of
a person in the United States.
Eligible Retail Shareholder
A person:
a) who, on the Record Date, was recorded in Channel Infrastructure’s share register as
being a Shareholder;
b) whose address is shown in Channel Infrastructure’s share register as being in New
Zealand or Australia;
c) who is not in the United States and not acting for the account or benefit of a
person in the United States; and
d) who is not an Institutional Shareholder.
Eligible Shareholder
An Eligible Retail Shareholder or an Eligible Institutional Shareholder.
Entitlement
A right to subscribe for 1 New Share for every 12.12 Existing Shares held on the Record
Date at the Offer Price, issued pursuant to the Offer.
Existing Share
A Share on issue on the Record Date.
FMCA
The Financial Markets Conduct Act 2013.
Ineligible Institutional Shareholder
A person who:
a) on the Record Date, was recorded in Channel Infrastructure’s share register as
being a Shareholder; and
b) is not an Institutional Investor but, if the Shareholder’s address was shown in
Channel Infrastructure’s share register as being in New Zealand, Australia, Hong
Kong or Singapore or any other jurisdiction contemplated by paragraph (d) of the
definition of Institutional Investor, would in the opinion of Channel Infrastructure be
an Institutional Investor.
Ineligible Retail Shareholder
A Shareholder who is not an Institutional Shareholder or an Eligible Retail Shareholder.
22
Channel Infrastructure NZ Limited | Offer Document
TERMDEFINITION
Ineligible Shareholder
Shareholders other than Eligible Shareholders.
Institutional Bookbuild
The bookbuild process conducted by the Lead Manager under which New Shares
attributable to Unexercised Institutional Entitlements are offered to Institutional
Investors (including Eligible Institutional Shareholders who take up all of their
Entitlements under the Institutional Entitlement Offer and wish to apply for Additional
New Shares).
Institutional Entitlement Offer
The offer of New Shares to Eligible Institutional Shareholders.
Institutional Investor
A person:
a) in New Zealand:
i.in relation to the Institutional Entitlement Offer, who Channel Infrastructure
considers is a wholesale investor as defined in the FMCA; and
ii.in relation to a Bookbuild, who the Lead Manager invites to participate in the
Institutional Bookbuild or the Retail Bookbuild;
b) in Australia, who Channel Infrastructure considers is a person to whom an offer
of shares for issue may be lawfully made without a formal disclosure document
under Part 6D.2 of the Corporations Act (as modified by any applicable regulatory
instrument), including in accordance with applicable exemptions in sections 708(8)
(sophisticated investors), 708(10) (experienced investors) or 708(11) (professional
investors) of the Corporations Act;
c) in Hong Kong, who Channel Infrastructure considers is a “professional investor” as
defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of
the Laws of Hong Kong and any rules made under that ordinance;
d) in Singapore, who Channel Infrastructure considers is an “institutional investor” or
an “accredited investor” as defined in section 4A of the Securities and Futures Act
2001 of Singapore;
e) in any other jurisdiction, who Channel Infrastructure is satisfied the offer of New
Shares may be made to under all applicable laws without the need for any
registration, lodgement, offer document or other formality (other than a formality
with which Channel Infrastructure is willing to comply),
and who is not in the United States and who is not acting for the account or benefit of
a person in the United States.
In addition, for the purposes of participating in the Bookbuilds, Channel Infrastructure
may treat its senior executives as Institutional Investors.
Institutional Shareholder
Eligible Institutional Shareholders and Ineligible Institutional Shareholders.
Lead Manager
Forsyth Barr Limited.
New Share
A Share in Channel Infrastructure offered under the Offer of the same class as Existing
Shares and ranking equally in all respects with, Channel Infrastructure’s Shares at the
date on which the Share is allotted under the Offer.
NZX
NZX Limited.
NZX Firm
An entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing Rules
The listing rules of NZX in relation to the NZX Main Board (or any market in substitution
for that market) in force from time to time, read subject to any applicable rulings
or waivers.
NZX Main Board
The main board equity security market operated by NZX.
Offer
The accelerated renounceable entitlement offer of New Shares detailed in this Offer
Document, comprising the Institutional Entitlement Offer, the Institutional Bookbuild,
the Retail Entitlement Offer and the Retail Bookbuild.
Offer Document
This document.
23
Channel Infrastructure NZ Limited | Offer Document
TERMDEFINITION
Offer Price
$1.60 per New Share.
Premium
The amount per New Share, if any, by which the Bookbuild Price exceeds the
Offer Price.
Record Date
5.00pm on Tuesday, 26 November 2024.
Registrar
Computershare Investor Services Limited.
Retail Bookbuild
The bookbuild process conducted by the Lead Manager under which New
Shares attributable to Unexercised Retail Entitlements are offered to Eligible Retail
Shareholders who took up all of their Entitlements under the Retail Entitlement Offer
and who applied for Additional New Shares under the Retail Entitlement Offer and
Institutional Investors (which may include Eligible Institutional Shareholders whether or
not they took up all of their Entitlements under the Institutional Entitlement Offer).
Retail Entitlement Offer
The offer of New Shares to Eligible Retail Shareholders.
Share
A fully paid ordinary share in Channel Infrastructure.
Shareholder
A registered holder of Shares.
Takeovers Code
The Takeovers Code set out in the schedule to the Takeovers Regulations 2000.
Underwriter
Forsyth Barr Group Limited.
Unexercised Entitlements
Unexercised Institutional Entitlements and Unexercised Retail Entitlements.
US Securities Act
US Securities Act of 1933, as amended.
Unexercised Institutional Entitlements
Entitlements that are not taken up by Eligible Institutional Shareholders under
the Institutional Entitlement Offer together with those Entitlements of Ineligible
Institutional Shareholders.
Unexercised Retail Entitlements
Entitlements that are not taken up by Eligible Retail Shareholders under the Retail
Entitlement Offer together with those Entitlements of Ineligible Retail Shareholders.
24
Channel Infrastructure NZ Limited | Offer Document
Directory
Issuer
Channel Infrastructure NZ Limited
Marsden Point
Whangarei
New Zealand
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Telephone: 0800 650 034
Email: channel@computershare.co.nz
Website: www.computershare.com/nz
Lead Manager
Forsyth Barr Limited
Level 23
Shortland & Fort
88 Shortland Street
Auckland 1010
New Zealand
Underwriter
Forsyth Barr Group Limited
Level 23
Shortland & Fort
88 Shortland Street
Auckland 1010
New Zealand
Legal Advisers
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
25
Channel Infrastructure NZ Limited | Offer Document
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 3
Section 1: Issuer information (mandatory)
Name of issuer Channel Infrastructure NZ Limited
Class of Financial Product Ordinary Shares
NZX ticker code CHI
ISIN (If unknown, check on NZX
website)
NZNZRE0001S9
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement
Record date 26/11/2024
Ex Date (one business day before the
Record Date)
25/11/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 2: Rights issue or Accelerated Offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
If Accelerated Offer, structure Accelerated Renounceable Entitlement Offer
(“AREO”), comprising:
(a) a pro-rata accelerated institutional entitlement
offer of new ordinary shares to Eligible
Institutional Shareholders (as defined in the offer
document for the AREO dated 25 November
2024 (“Offer Document”));
(b) a shortfall institutional bookbuild;
(c) a pro-rata retail entitlement offer of new ordinary
shares to Eligible Retail Shareholders (as
defined in the Offer Document); and
(d) a shortfall retail bookbuild.
2 of 3
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
31,250,498 (subject to rounding)
Maximum number of Equity Securities
to be issued if offer is fully subscribed
31,250,498 (subject to rounding)
ISIN of Rights (if applicable) N/A
Oversubscription facility Y
Details of scaling arrangements for
oversubscriptions
Eligible Institutional Shareholders who have taken up
all of their entitlements may apply for additional new
shares under the shortfall institutional bookbuild.
Eligible Retail Shareholders who have taken up all of
their entitlements may apply for additional new
shares under the shortfall retail bookbuild.
Allocations and scaling of new shares under each
bookbuild will be determined by Channel
Infrastructure and the Lead Manager in accordance
with the following principles:
(a) The primary goal is to maximise the clearing
price.
(b) The allocation of new shares will be determined
in a manner which is in the interests of Channel
Infrastructure having regard to a number of
factors including the pro rata shareholding held
on the record date, the size of bids received, the
opportunity to introduce new, reputable
institutional investors to Channel Infrastructure’s
share register, the potential to improve share
trading liquidity after the AREO, and whether the
eligible shareholders or institutional investors
have provided support as sub-underwriters.
(c) In respect of the shortfall retail bookbuild, to the
extent that Eligible Retail Shareholders apply for
a greater number of new shares than are
allocated to Eligible Retail Shareholders under
the shortfall retail bookbuild, those applications
will be scaled on a pro rata basis in proportion to
their shareholdings on the record date.
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing 12.12
Treatment of fractions** Entitlements will not be rounded up to a minimum
holding.
The number of new shares to which an eligible
shareholder is entitled will, in the case of fractions of
new shares, be rounded down.
Subscription price
(per Equity Security)
NZ$1.60 per new share
3 of 3
Letters of entitlement mailed 28/11/2024 (retail component of AREO)
Offer open 25/11/2024 (institutional component of AREO)
28/11/2024 (retail component of AREO)
Offer close 25/11/2024 (institutional component of AREO)
09/12/2024 (retail component of AREO)
Quotation date (if Rights will be quoted) Rights will not be quoted
Allotment date Market open on:
03/12/2024 (institutional component of AREO)
16/12/2024 (retail component of AREO)
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Forsyth Barr Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Channel Infrastructure has agreed to pay the following
fees to the Lead Manager and Underwriter (to be
allocated between them in such proportions as they may
determine):
(a) an aggregate fee of 2% of the total gross proceeds
raised under the AREO; and
(b) at the discretion of Channel Infrastructure, an
incentive fee of up to 0.15% of the total gross
proceeds raised under the AREO.
Underwritten Y
Name of Underwriter(s) Forsyth Barr Group Limited
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
Fully underwritten
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
See above.
Summary of significant events that
could lead to the underwriting
being terminated
A summary of the significant events that could lead to the
underwriting being terminated are set out under the
heading “Underwriting Agreement” in the “Terms of the
Offer” section of the Offer Document.
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Chris Bougen
Contact person for this announcement Chris Bougen
Contact phone number +64 9 432 5100
Contact email address Chris.Bougen@channelnz.com
Date of release through MAP 25/11/2024
---
25 November 2024
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014
1. Channel Infrastructure NZ Limited (NZX: CHI) today announced that it intends to undertake a pro
rata 1 for 12.12 accelerated renounceable entitlement offer of new fully paid ordinary shares in Channel
Infrastructure to raise approximately NZ$50 million (the “Offer”).
2. The Offer is being made to investors in New Zealand in reliance upon the exclusion in clause 19 of
Schedule 1 to the Financial Markets Conduct Act 2013 and in Australia pursuant to Australian
Securities and Investments Commission (“ASIC”) Corporations (Foreign Rights Issues) Instrument
2015/356 (as modified by ASIC Instrument 24-0901).
3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the “Regulations”).
4. As at the date of this notice:
(a) Channel Infrastructure is in compliance with the continuous disclosure obligations that apply to
it in relation to the ordinary shares in Channel Infrastructure;
(b) Channel Infrastructure is in compliance with its financial reporting obligations (as defined in
subclause 20(5) of Schedule 8 to the Regulations); and
(c) there is no information that is “excluded information” (as defined in subclause 20(5) of
Schedule 8 to the Regulations) in respect of Channel Infrastructure.
5. The Offer is not expected to have any effect on the control of Channel Infrastructure within the
meaning set out in clause 48 of Schedule 1 to the Financial Markets Conduct Act 2013.
Ends
This announcement has been authorised for release by:
Chris Bougen
General Counsel and Company Secretary, Channel Infrastructure
For investor relations queries please contact:
Anna Bonney
investorrelations@channelnz.com
Pg. 2
For media relations queries please contact:
Laura Malcolm
communications@channelnz.com
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.