Kiwi Property launches Green Bond offer
Kiwi Property Group Limited (Kiwi Property) today announced it is offering up to NZ$100
million ( plus up to NZ$25 million of oversubscriptions at its discretion) of 5.5-year fixed-
rate senior secured green bonds (Green Bonds) to institutional and New Zealand retail
investors.
The offer opens today and will be made pursuant to the Financial Markets Conduct Act
2013 as an offer of debt securities of the same class as existing quoted debt securities.
The indicative margin range for the Green Bonds is 1.70% to 1.80% per annum, subject to a
minimum interest rate of 5.35% per annum. An announcement of the actual margin and
interest rate is expected to be made via NZX on 5 December 2024 following a bookbuild
process.
Full details of the Green Bond offer are contained in the attached indicative terms
sheet.
The Green Bonds are expected to be quoted on the NZX Debt Market and the bonds are
expected to be assigned an issue credit rating of BBB+ by S&P Global Ratings.
1
There is no public pool for the offer, with all the Green Bonds reserved for clients of the
Joint Lead Managers, NZX participants and other approved financial intermediaries.
Interested investors should contact a Joint Lead Manager (details below) or their
financial adviser for more details.
The offer is expected to close on 5 December 2024.
Arranger, Green Bond Co-ordinator and Joint Lead Manager:
ANZ Bank New Zealand Limited
Phone: 0800 269 476
Joint Lead Managers:
Bank of New Zealand
Phone: 09 924 9602
Craigs Investment Partners Limited
Phone: 0800 272 442
Forsyth Barr Limited
Phone: 0800 367 227
1
Further information about S&P Global Ratings’ credit rating scale is available at www.standardandpoors.com.
A rating is not a recommendation by any rating organisation to buy, sell or hold Kiwi Property securities. Kiwi
Property’s corporate credit rating is current as at the date of this announcement and (together with any rating
ascribed to the bonds) may be subject to suspension, revision or withdrawal at any time by S&P Global Ratings.
NZX RELEASE
2 December 2024
Kiwi Property launches Green Bond offer
2
ENDS
For further information:
Fraser Gunn
Head of Corporate Finance and Investor Relations
fraser.gunn@kp.co.nz
+64 21 973 534
About us:
Kiwi Property (NZX: KPG) is one of the largest listed property companies on the New
Zealand Stock Exchange and is a member of the S&P/NZX 20 Index. We have been
around for over 30 years and proudly own and manage a significant real estate portfolio
comprising some of New Zealand’s best mixed-use, retail and office buildings. Our
objective is to provide investors with a reliable investment in New Zealand property
through the ownership and active management of a diversified, high-quality portfolio.
Kiwi Property is licensed under the Real Estate Agents Act 2008. To find out more, visit our
website, kp.co.nz
---
KPG070
Green Bond
Presentation
2 December 2024
2
Important information
This Presentation (Presentation) has been prepared by Kiwi Property Group Limited (Kiwi Property) in relation to the offer of fi xed-rate senior secured green bonds (Green Bonds) by Kiwi Property
(Offer). The Offer is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
The Green Bonds which are the subject of the Offer have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Kiwi Property’s $125 million
fixed-rate senior secured green bonds maturing on 27 September 2029 (with a fixed interest rate of 6.24% per annum), which are quoted on the NZX Debt Market under the ticker code KPG060
(the Existing Bonds). The Green Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).
Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to
participants. See: www.nzx.com/companies/KPG/announcements
.
The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Green Bonds and are currently quoted on the NZX Debt Market.
Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns and risk premium for those bonds.
General
The information in this Presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy, correctness
and completeness cannot be guaranteed. The information in this Presentation is of a general nature and does not constitute financial product advice, investment advice or any
recommendation by Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees, affiliates,
agents or advisers to subscribe for or purchase the Green Bonds.
None of the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint Lead Managers, or any of their respective directors, officers, employees, affiliates, agents or advisers: (a) accept
any responsibility or liability whatsoever for any loss arising from this Presentation or its contents or otherwise arising in connection with the Offer, (b) authorised or caused the issue of, or made
any statement in, any part of this Presentation, or (c) make any representation, recommendation or warranty, express or implied, regarding the origin, validity, accuracy, adequacy,
reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this Presentation and accept no liability (except to the extent such liability is
found by a court to arise under the FMCA or cannot be disclaimed as a matter of law). You must make your own independent investi gation and assessment of the financial condition and
affairs of Kiwi Property before deciding whether or not to invest in the Green Bonds.
To the extent that certain statements contained in this Presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects Kiwi Property's
intent, belief or expectations at the date of this Presentation. Kiwi Property gives no undertaking to update this information over time (subject to legal or regulatory requirements). Any forward-
looking statements, including projections and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-
looking statements involve known and unknown risks, uncertainties and other factors that may cause Kiwi Property's actual results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements, opinions and estimates in this Presentation are based
on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market
conditions. Neither Kiwi Property nor any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking
statements in this Presentation will actually occur.
Capitalised terms used in this Presentation but not defined have the meaning given to them in the indicative terms sheet dated 2 December 2024.
Disclaimer
3
Data
All of the data provided in this Presentation is derived from publicly available information in relation to Kiwi Property (including the interim report of Kiwi Property for the six months ended 30
September 2024), unless otherwise indicated. The real property valuations reflect the September 2024 valuations. Kiwi Property's portfolio metrics (for example, square metres net lettable area,
current tenants, portfolio occupancy, and weighted average lease expiry) are stated as at 30 September 2024 for the core investment portfolio. All other numerical data is stated as at 30
September 2024, except where stated to the contrary. Property statistics represent owned assets only; property interests managed on behalf of third parties are excluded. Owned assets
include assets any member of the Group owns outright or in part (for example, through an unincorporated joint venture).All amounts are in New Zealand dollars. Due to rounding, numbers
within this Presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Non-GAAP measures used in this Presentation
Operating profit before income tax is an alternative non-GAAP (New Zealand Generally Accepted Accounting Practice) performance measure used by Kiwi Property to assist investors in
assessing performance for the relevant period by adjusting for a number of non-operating items.
Funds from operations (FFO) and adjusted funds from operations (AFFO) are alternative non-GAAP performance measures used by Kiwi Property to assist investors in assessing Kiwi Property's
underlying operating performance. FFO and AFFO are measures commonly used by real estate entities to describe their underlying and recurring earnings from operations. Broadly, AFFO
adjusts FFO by deducting the cost of lease incentives, leasing fees, rental abatements, annual maintenance capital expenditure for sustaining and maintaining existing space and other one-off
costs.
Operating profit before income tax, AFFO and FFO do not have standardised meanings prescribed by GAAP and therefore may not be comparable to information presented by other entities.
FFO and AFFO are calculated by Kiwi Property in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia. The operating profit before income tax,
FFO and AFFO information used in this Presentation have been extracted from Kiwi Property's interim consolidated financial statements, which have been the subject of a review of an
independent review pursuant to the External Reporting Board’s New Zealand Standard on Review Engagements 2410 (Revised).
Disclaimer (continued)
Kiwi Property overview
4
Mixed-useOfficeRetail
The Plaza
Centre Place North
Introduction to Kiwi Property
Resido
(Sylvia Park Precinct)
Sylvia Park Shopping Centre
(Sylvia Park Precinct)
Sylvia Park Lifestyle
(Sylvia Park Precinct)
3 Te Kehu Way
(Sylvia Park Precinct)
ANZ Raranga
(Sylvia Park Precinct)
LynnMall
The Base
Vero Centre
ASB North Wharf
Aurora Centre
$
3.3b
Property portfolio
3.8 years
Weighted average
lease expiry (WALE)
98.4
%
Portfolio
occupancy
445,788
Square metres
net lettable area
37m
Annual customer
visits
5
6
Ambition:
To be New Zealand’s
leading creator and
curator of retail-led
mixed-use
communities
Lead the market
on retail-led
mixed-use
Grow with
diverse sources
of capital
Build a
future-fit
business
Enable
customer and
partner success
1. Lead the market on retail-led mixed-use
Create flagship mixed-use assets at high-growth
metropolitan town centres.
2. Grow with diverse sources of capital
Recycle capital and partner with investors to grow
assets under management.
3. Enable customer and partner success
Drive asset performance and develop strategic
long-term customer relationships.
4. Build a future-fit business
Harness the power of digital, deliver on
sustainability and build a winning team.
Our strategy to create value
Places
•Create places that
promote wellbeing.
•Reduce our
environmental footprint.
•Develop sustainable
buildings.
People
•Foster wellbeing in our
communities.
•Embrace diversity.
•Enable our team to
succeed.
Partnerships
•Partner with others to
enhance the wellbeing
of our communities.
•Create shared value
with our tenants.
•Support sustainable
procurement.
79
Global Real Estate
Benchmark
Score
2024 ESG highlights
•4 star minimum NABERSNZ
rating across core office
portfolio.
•8 star Homestar Design
rating for Resido.
We’ve been committed to sustainability for over 20 years
7
ASB North WharfANZ RarangaAurora CentreVero Centre3 Te Kehu WayResido
Asset class:OfficeOfficeOfficeOfficeOffice Residential
Location:AucklandAucklandWellingtonAucklandAucklandAuckland
Grade:A- grade campusN/AA- gradePremium
N/A N/A
Owned since:May 2013December 2018April 2004April 2001March 2023June 2024
Valuation (30 Sep 24):$211.0m$89.1m$146.0m$457.0m$66.5m$207.0m
2
Capitalisation rate:6.25%6.00%6.50%5.75%5.75%N/A
2
Net lettable area:21,621 sqm11,620 sqm24,504 sqm39,718 sqm7,269 sqm295 apartments
Occupancy:100.0%95.8%100.0%94.2%95.9%50%
2
WALE:6.5 years4.3 years9.2 years4.3 years10.1 yearsN/A
Rating:4.5 star NABERSNZ
5 star Green Star
5.5 star NABERSNZ
5 star Green Star
5 star NABERSNZ4 star NABERSNZ6 star Green Star8 star Homestar
Design rating
Key tenants:ASBANZ, IAGMinistry of Social
Development
Craigs, Suncorp,
Russell McVeagh
Geneva Finance,
IWG, ASB
Urban Rest
Current green asset pool
1
Recently
completed
1. Green assets as noted in the latest Use of Proceeds Report as at 31 March 2024, excluding 65 Bryce Street.
2. Resido is recognised at its ‘as is’ value, post deduction of costs to complete of $1.2m. Resido is valued using the discounted cash flow methodology. Occupancy statistics are as at 21 November 2024.
8
Kiwi Property’s key green assets
Financial overview
9
10
$
95.3m
Net rental
income
+
$
6.2m (+7.0
%
)
$
43.2m
Net profit
after tax
+$
79.7m (+218.4
%
)
3.05cps
Adjusted funds from
operations per share
-0.03 cps (-1.0
%
)
General note: Headline figures above are for the unaudited six months ended 30 September 2024. Other figures represent the change in performance from the unaudited six months ended 30 September 2023.
$
56.4m
Operating profit
before tax
+
$
4.0m(+7.7
%
)
FY25 first-half financial performance
11
A disciplined and proactive approach to capital management
Debt sources (excl. KPG030,
incl. KPG070)
Pro-forma debt maturity profile
1
Incl. KPG030 &
KPG070
Excl. KPG030,
Incl. KPG070
$m%$m%
FY251257.7%-0.0%
FY261006.2%1006.7%
FY2722013.5%22014.7%
FY2838523.7%38525.7%
FY2941025.2%41027.3%
FY3026016.0%26017.3%
FY311257.7%1258.3%
Total facilities
1,625100.0%1,500100.0%
Facilities drawn1,3791,254
Undrawn facilities246246
1. As at 30 September 2024 (being the date of the most recent unaudited half year financial statements available as at the date of this Presentation), adjusted for an assumed Green Bond issue of $125m.
The maturity profile is not intended to represent Kiwi Property’s target debt levels or gearing ratio.
Kiwi Property is committed to maintaining a strong financial position and has had an average gearing ratio
over the past 10 years of 33.0%. The gearing ratio as at 30 September 2024 was 38.0%.
Kiwi Property’s Green Bonds will help maintain the diversity of our funding sources and extend the weighted
average term to maturity of finance debt. The net proceeds will be applied towards refinancing Kiwi Property’s
existing KPG030 green bonds, which mature in December 2024.
Our weighted average term to maturity is
currently 3.10 years and will increase to 3.56 years following the issue of
the new Green Bonds and repayment of the KPG030 green bonds.
1
$220
$385
$260
$135
KPG030 - $125
KPG040 - $100
KPG050 - $150
KPG060 - $125
KPG070 - $125
67%
25%
8%
ANZ, BNZ, CBA, CCB, HSBC, ICBC, MUFG, Westpac bank facilities
Existing green bonds
New Green Bonds
12
Fixed-rate debt maturity profile –
pro-forma including KPG070 and excluding KPG030
89% of Kiwi Property’s debt is
hedged (on a pro-forma
basis
1
) helping to safeguard
against interest rate volatility.
Fixed-rate profile
30 September
2024 (pre issue)
30 September
2024 (post
issue)
1
Percentage of drawn finance debt at fixed rates
89%
89%
Weighted average term to maturity of active fixed-rate debt
2.17 years
2.79 years
1. As at 30 September 2024 (being the date of the most recent unaudited half year financial statements available as at the date of this Presentation), adjusted for an assumed Green Bond issue of $125m
and excluding KPG030.
Fixed-rate debt profile
-
200
400
600
800
1,000
1,200
HY25HY26HY27HY28HY29HY30HY31HY32
$ million
Face value of fixed rate debt (including bonds and swaps) [$m]
Fixed-rate Green Bond offer
Arranger, Green Bond Co-ordinator
and Joint Lead Manager:
Joint Lead Managers:
13
14
Up to $100m fixed-rate senior secured
Green Bonds (with ability to accept
oversubscriptions of up to an additional $25m)
5.5 year term, maturing on 19 June 2030
Secured against $3.3b of property assets
including $970m of green assets
1
Green Bond offer details
1: As disclosed in the most recent Use of Proceeds Report as at 31 March 2024.
15
Key terms of the Green Bond offer
Issuer:
Kiwi Property Group Limited (Kiwi Property).
Description:
Fixed-rate senior secured green bonds (Green Bonds).
Offer amount:
Up to $100m (with the ability to accept oversubscriptions of up to an additional $25m at Kiwi Property’s
discretion).
Term and Maturity Date:
5.5 years, maturing on 19 June 2030.
Interest Rate:
To be determined on the Rate Set Date following a bookbuild process. The Interest Rate will be the
greater of the Minimum Interest Rate (5.35% per annum) and the sum of the Base Rate plus the Margin.
Indicative Margin range:
1.70% to 1.80% per annum.
Interest payments:
Semi-annual in arrear on 19 June and 19 December.
Credit rating:
The Green Bonds are expected to be assigned a BBB+ credit rating from S&P Global Ratings Australia Pty
Limited, consistent with the rating of the Existing Bonds.
Minimum application
amount:
$5,000 and in multiples of $1,000 thereafter.
Quotation:
It is expected that the Green Bonds will be quoted under the code KPG070 on the NZX Debt Market.
16
Key terms of the Green Bond offer (continued)
Events of Default:
Events of Default include (among others):
•Non-payment of interest or principal
•An un-remedied gearing ratio breach
•Insolvency
Sustainable Debt
Framework:
Kiwi Property intends to allocate an amount equal to the proceeds of the offer to finance or refinance its direct
and indirect investments in low carbon and energy efficient buildings that meet the eligibility criteria set out in
the Sustainable Debt Framework (being Eligible Projects). Consistent with this, Kiwi Property will apply the net
proceeds of the offer towards refinancing its existing green bonds maturing on 19 December 2024, which are
currently quoted on the NZDX under ticker code KPG030. Kiwi Property intends to ensure that the aggregate
value of the pool of Eligible Projects is at least equal to the aggregate amount of all its outstanding green
bonds and green loans.
Guarantors:
Kiwi Property and its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Kiwi Property Holdings No. 2
Limited, Kiwi Property Holdings No. 3 Limited, Kiwi Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5
Limited, Kiwi Property Holdings No. 7 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited
and Kiwi Property Centre Place Limited on a joint and several basis.
Ranking:
In an insolvency of a Guarantor, the claims of the senior secured creditors (including the holders of
Green Bonds) will, by virtue of the security granted in favour of the Security Trustee, rank ahead of all unsecured
creditors of the relevant Guarantor other than certain statutorily preferred creditors.
17
No green
Event of Default:
No Event of Default will occur if Kiwi Property fails to comply with the Sustainable Debt Framework or the
Green Bonds cease to satisfy the Green Bond Principles.
Security:
The Green Bonds are issued by Kiwi Property and guaranteed by the Guarantors on a joint and several basis.
The Guarantors have granted security over all of their assets in favour of the Security Trustee:
•Security interest over all personal property
•Charge over all real property
•Registered mortgages over substantially all real property owned by the Guarantors
The Security Trustee holds this security for the benefit of the holders of the Green Bonds and certain other
secured creditors of the Group (including the holders of Kiwi Property’s existing green bonds, the Group's bank
facility lenders and hedging providers, the Supervisor, the Security Trustee and any new future secured
creditors) on an equal ranking basis. The security secures all amounts owing to the secured creditors.
Gearing ratio:
The Group’s finance debt must not exceed 50% of the Group’s total tangible assets.
Key terms of the Green Bond offer (continued)
18
Opening Date:
2 December 2024
Closing Date:
11am on 5 December 2024
Rate Set Date:
5 December 2024
Issue Date:
19 December 2024
Expected Date of Initial Quotation on NZX Debt Market:
20 December 2024
Maturity Date:
19 June 2030
Key dates
Thank you
---
Kiwi PropertyIndicative Terms Sheet1
Arranger, Green Bond
Co-ordinator and
Joint Lead Manager:
Joint Lead
Managers:
Indicative
Terms Sheet
Indicative Terms Sheet for
an offer of 5.5-year fixed-rate
senior secured green bonds by
Kiwi Property Group Limited
2 December 2024
Kiwi PropertyIndicative Terms Sheet2
Indicative Terms Sheet
dated 2 December 2024
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by Kiwi Property Group Limited
(Kiwi Property) of up to NZ$100 million (with the ability to accept oversubscriptions of up to an additional NZ$25 million at Kiwi
Property’s discretion) of 5.5-year (maturing on 19 June 2030) fixed-rate senior secured green bonds (Green Bonds). The Green
Bonds will be issued under a master trust deed dated 30 June 2014 (as amended from time to time) (Master Trust Deed) and
supplemented by a supplemental trust deed dated 2 December 2024 entered into between Kiwi Property as issuer and Public
Trust as supervisor (Supervisor) (together, the Bond Trust Documents). Unless the context otherwise requires, capitalised terms
used in this Terms Sheet have the same meaning given to them in the Bond Trust Documents.
Important notice
The Offer by Kiwi Property is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act
2013 (FMCA).
The Offer contained in this Terms Sheet is an offer of Green Bonds that have identical rights, privileges, limitations and conditions
(except for the interest rate and maturity date) as Kiwi Property’s $125 million fixed-rate senior secured green bonds maturing on
27 September 2029 (with a fixed interest rate of 6.24% per annum), which are currently quoted on the NZX Debt Market under the
ticker code KPG060 (the Existing Bonds).
The Green Bonds are of the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct
Regulations 2014 (FMC Regulations).
Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for
the purpose of that information being made available to participants in the market and that information can be found by visiting
www.nzx.com/companies/KPG/announcements.
The Existing Bonds are the only debt securities of Kiwi Property that are in the same class as the Green Bonds and are currently
quoted on the NZX Debt Market.
Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns and risk premium
for those bonds.
The dates set out in this Terms Sheet are indicative only and are subject to change. Kiwi Property has the right in its absolute
discretion and without notice to close the Offer early, to extend the Closing Date (subject to the NZX Listing Rules), or to choose
not to proceed with the Offer. If the Closing Date is changed, subsequent dates may be changed accordingly.
Copies of the Bond Trust Documents will be made available by Kiwi Property for inspection during usual business hours at Kiwi
Property’s registered office listed on the final page of this Terms Sheet (or such office as Kiwi Property may notify the holders of
the Green Bonds (Holders) from time to time).
Investors should seek qualified, independent financial and taxation advice before deciding to invest.
For further information regarding Kiwi Property, visit www.nzx.com/companies/KPG.
IssuerKiwi Property Group Limited.
GroupKiwi Property and each of its subsidiaries.
DescriptionFixed-rate senior secured green bonds of Kiwi Property.
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to an additional
NZ$25 million at Kiwi Property’s discretion).
The Offer is not underwritten.
Issue Price and Principal
Amount
NZ$1.00 per Green Bond.
Term and Maturity Date5.5 years, maturing on 19 June 2030.
Opening Date Monday, 2 December 2024.
Closing Date11.00am, Thursday, 5 December 2024.
Rate Set DateThursday, 5 December 2024.
Issue DateThursday, 19 December 2024.
Kiwi PropertyIndicative Terms Sheet3
Credit ratingsExpected Issue Credit RatingKiwi Property Credit
Rating
S&P Global Ratings Australia Pty
Limited (S&P)
BBB+BBB (negative outlook)
S&P is expected to assign a BBB+ issue credit rating to the Green Bonds. S&P has also assigned
a BBB (negative outlook) long-term credit rating for Kiwi Property.
A rating is not a recommendation by any rating organisation to buy, sell or hold Green Bonds.
The above ratings are current as at the date of this Terms Sheet and may be subject to
suspension, revision or withdrawal at any time.
Sustainable Debt Framework,
use of proceeds and Green
Bond Principles
In accordance with Kiwi Property’s Sustainable Debt Framework dated May 2023 (as amended
from time to time) (the Sustainable Debt Framework), Kiwi Property intends to notionally
allocate an amount equal to the proceeds of the Offer to finance or refinance its direct and
indirect investments in low carbon and energy efficient buildings that meet the eligibility
criteria set out in the Sustainable Debt Framework (being Eligible Projects). Consistent with
this, Kiwi Property will apply the net proceeds of the Offer towards refinancing Kiwi Property’s
existing green bonds maturing on 19 December 2024, which are currently quoted on the NZX
Debt Market under the ticker code KPG030.
In accordance with the Sustainable Debt Framework, Kiwi Property intends to:
• ensure that the aggregate value of the pool of Eligible Projects is at least equal to the
aggregate amount of all of its outstanding green bonds (including the Green Bonds) and
green loans; and
• maintain a register that (among other things) outlines the current value of the Eligible
Projects and the allocation of proceeds (including an amount equal to the proceeds of the
Green Bonds).
As at the date of this Terms Sheet, in accordance with the Sustainable Debt Framework, Kiwi
Property has processes in place to identify and evaluate its Eligible Projects and manage the
use of proceeds of the Green Bonds in accordance with the Green Bond Principles (the Green
Bond Principles) as published by the International Capital Market Association.
Kiwi Property intends to seek assurance from a limited assurance provider on an annual basis
in relation to its green debt (including the Green Bonds).
The Sustainable Debt Framework does not form part of the contractual terms of the Green
Bonds. If Kiwi Property fails to comply with the Sustainable Debt Framework or the relevant
market standards described in the Sustainable Debt Framework (including the Green Bond
Principles) or if the Green Bonds cease to satisfy the Green Bond Principles:
• this does not constitute an Event of Default or any other breach in relation to the Green
Bonds;
• there is no requirement on Kiwi Property to repay the Green Bonds early; and
• the Green Bonds may cease to be labelled as “green”.
This means there is no legal obligation for Kiwi Property to comply with the Sustainable Debt
Framework or the relevant market standards described in the Sustainable Debt Framework
(including the Green Bond Principles) on an ongoing basis.
A copy of the Sustainable Debt Framework (and the most recent use of proceeds report and
assurance statement) is available on Kiwi Property’s website at https://www.kiwiproperty.com/
investors/sustainable-debt-framework/.
Interest RateThe Green Bonds will pay a fixed rate of interest until the Maturity Date.
The Interest Rate will be no lower than a minimum Interest Rate of 5.35 per cent per annum
(Minimum Interest Rate).
The Interest Rate will be determined by Kiwi Property (in consultation with the Joint Lead
Managers) on the Rate Set Date (5 December 2024) following a bookbuild process (Bookbuild)
and will be the greater of:
• the Minimum Interest Rate; and
• the sum of the Base Rate plus the Margin.
The Interest Rate will be announced by Kiwi Property via NZX on or about the Rate Set Date.
Indicative Margin range1.70 to 1.80 per cent per annum.
MarginThe Margin (which may be within, above or below the indicative Margin range) is the rate
(expressed as a percentage rate per annum) determined by Kiwi Property (in consultation with
the Joint Lead Managers) following the Bookbuild. The Margin will be announced by Kiwi
Property via NZX on or about the Rate Set Date.
Kiwi PropertyIndicative Terms Sheet4
Base RateThe semi-annual mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with Kiwi
Property, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or any
successor page) on the Rate Set Date (rounded to 2 decimal places if necessary, with 0.005
being rounded up).
Interest paymentsSemi-annually in arrear in equal payments.
Interest Payment DatesInterest is payable on each semi-annual Interest Payment Date, being 19 June and 19 December
in each year during the term of the Green Bonds, starting on 19 June 2025 and until and
including the Maturity Date.
If an Interest Payment Date is not a Business Day, Kiwi Property will make payment on the next
Business Day, but no adjustment will be made to the amount of the interest payable.
Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as at
5pm (New Zealand time) on the 10th calendar day before the relevant Interest Payment Date.
Payments of any other amount will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the day determined by Kiwi Property and notified to NZX.
If such a day is not a Business Day, payments will be made to the persons who are the Holders
as at 5pm (New Zealand time) on the immediately preceding Business Day.
GuarantorsCertain of Kiwi Property’s wholly-owned subsidiaries guarantee the obligations of Kiwi Property
in relation to the Green Bonds pursuant to a global security deed dated 5 November 1998 (as
amended from time to time) (GSD).
At the date of this Terms Sheet, the guaranteeing subsidiaries are Kiwi Property Holdings
Limited, Kiwi Property Holdings No. 2 Limited, Kiwi Property Holdings No. 3 Limited, Kiwi
Property Holdings No. 4 Limited, Kiwi Property Holdings No. 5 Limited, Kiwi Property Holdings
No. 7 Limited, Sylvia Park Business Centre Limited, Kiwi Property Te Awa Limited and Kiwi
Property Centre Place Limited (together with Kiwi Property, the Guarantors).
The total assets held by the Guarantors must equal or exceed 90% of the total assets of the
consolidated Group.
GuaranteeEach Guarantor guarantees the due and punctual payment of all amounts payable by Kiwi
Property in respect of the Green Bonds on a joint and several basis. There are no limits on the
obligations of the Guarantors in respect of the amounts owing under the guarantee.
SecurityEach Guarantor (including Kiwi Property) has granted security over all of its assets under the
GSD in favour of New Zealand Permanent Trustees Limited acting as security trustee (Security
Tr ustee). The security granted under the GSD includes a security interest over all personal
property and a charge over all real property, and secures all amounts owing to the Group’s
senior secured creditors (including Holders of the Green Bonds, holders of Kiwi Property’s
other senior secured bonds and the Group’s bank facility lenders and hedging providers).
Under the Group’s bank facility documentation, subject to certain limited exceptions, each
Guarantor undertakes in favour of the Group’s bank facility lenders to grant a registered
mortgage over any real property it owns (being land and the buildings and other fixtures on
that land) in favour of the Security Trustee.
While the registered mortgages secure all amounts owing to the Group’s senior secured
creditors (including Holders of the Green Bonds), the undertaking in the Group’s bank facility
documentation to grant registered mortgages is given for the benefit of the Group’s bank
facility lenders only. This undertaking may be amended or waived by the Group’s bank facility
lenders at any time without the consent of the Holders of the Green Bonds, or expire if the
Group’s bank facility documentation terminates before the Maturity Date.
RankingIn an insolvency of Kiwi Property or a Guarantor, the claims of the senior secured creditors
(including Holders of the Green Bonds) will, by virtue of the security granted in favour of the
Security Trustee, rank ahead of all unsecured creditors of Kiwi Property or the relevant
Guarantor other than certain creditors preferred by law (for example, certain amounts payable
to the Inland Revenue).
Gearing ratioUnder the Master Trust Deed, Kiwi Property undertakes to ensure that, for so long as the Green
Bonds are outstanding, finance debt of the Group does not exceed 50% of the total tangible
assets of the Group.
Further indebtedness and
other covenants
The Group can create further liabilities (including by issuing new secured bonds and by
incurring additional bank debt) without the consent of Holders. However, there are covenants
in the Master Trust Deed and other documents that have the effect of restricting the Group’s
ability to create further liabilities that rank equally with or in priority to the Green Bonds.
Kiwi PropertyIndicative Terms Sheet5
No early repaymentKiwi Property must repay all of the Green Bonds on the Maturity Date. Kiwi Property has no
right to repay your Green Bonds before the Maturity Date. Similarly, you have no right to require
that your Green Bonds be repaid before the Maturity Date unless an Event of Default has
occurred.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are generally open for
business in Wellington and Auckland.
Minimum application amountNZ$5,000 with multiples of NZ$1,000 thereafter.
Tra nsfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal
Amount and after any transfer you and the transferee must each hold Green Bonds with an
aggregate Principal Amount of at least NZ$5,000 (or no Green Bonds).
ISINNZKPGD0070L1.
NZX Debt Market QuotationIt is a term of the Offer that Kiwi Property will take any necessary steps to ensure that the Green
Bonds are, immediately after being issued, quoted on the NZX Debt Market.
Application has been made to NZX for permission to quote the Green Bonds on the NZX Debt
Market and all the requirements of NZX relating thereto that can be complied with on or before
the distribution of this Terms Sheet have been duly complied with. However, NZX accepts no
responsibility for any statement in this Terms Sheet. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeKPG070.
Expected Date of Initial
Quotation and Trading on
NZX Debt Market
Friday, 20 December 2024.
Who may apply for Green
Bonds
There is no public pool for the Green Bonds. All of the Green Bonds (including any
oversubscriptions) will be reserved for subscription by clients of the Joint Lead Managers,
Primary Market Participants and other approved financial intermediaries invited to participate
in the Bookbuild.
Retail investors should contact a Joint Lead Manager, their financial adviser or any Primary
Market Participant for details on how they may acquire Green Bonds. You can find a Primary
Market Participant by visiting www.nzx.com/services/market-participants.
Each investor’s broker or financial adviser will be able to advise them as to what arrangements
will need to be put in place for the investor to trade the Green Bonds including obtaining a
common shareholder number (CSN), an authorisation code (FIN) and opening an account with
a Primary Market Participant, as well as the costs and timeframes for putting such
arrangements in place.
SupervisorPublic Trust.
Security TrusteeNew Zealand Permanent Trustees Limited.
RegistrarMUFG Pension & Market Services (NZ) Limited.
Arranger and Green Bond
Co-ordinator
ANZ Bank New Zealand Limited.
Joint Lead ManagersANZ Bank New Zealand Limited, Bank of New Zealand, Craigs Investment Partners Limited and
Forsyth Barr Limited.
Governing lawNew Zealand.
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act 2001 (Singapore), as modified or amended from time to time (SFA),
Kiwi Property has determined, and hereby notifies all relevant persons (as defined in Section
309A of the SFA) that the Green Bonds are “prescribed capital markets products” (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 (Singapore)).
Kiwi PropertyIndicative Terms Sheet6
Selling restrictionsKiwi Property has not taken and will not take any action which would permit a public offering
of Green Bonds, or possession or distribution of any offering material in respect of the Green
Bonds, in any country or jurisdiction where action for that purpose is required (other than
New Zealand).
Part A - Initial selling restrictions
If sold in New Zealand, the Green Bonds may only be offered in New Zealand in conformity with
all applicable laws and regulations in New Zealand. In respect of the initial offer of the Green
Bonds by Kiwi Property under this Terms Sheet (Initial Offer), no Green Bonds may be offered
in any other country or jurisdiction except in conformity with all applicable laws and
regulations of that country or jurisdiction and the applicable selling restrictions set out in this
section headed “Part A - Initial selling restrictions”. This Terms Sheet and any offering material
or any documents prepared in connection with the Green Bonds may not be published,
delivered or distributed in or from any country or jurisdiction except under circumstances
which will result in compliance with all applicable laws and regulations in that country or
jurisdiction and the applicable selling restrictions set out in this section headed “Part A - Initial
selling restrictions”. For the avoidance of doubt, the selling restrictions set out in this section
headed “Part A - Initial selling restrictions” apply only in respect of the Initial Offer.
United States of America
The Green Bonds have not been and will not be registered under the Securities Act of 1933, as
amended (Securities Act) and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)). No person may engage in any directed selling efforts (as defined in Regulation
S) in relation to the Green Bonds, and persons must comply with the offering restrictions in
Regulation S.
The Green Bonds will not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days
after the completion of the distribution of all Green Bonds, as determined and certified by the
Joint Lead Managers. Any Green Bonds sold to any distributor, dealer or person receiving a
selling concession, fee or other remuneration during the distribution compliance period require
a confirmation or notice to the purchaser at or prior to the confirmation of the sale to
substantially the following effect:
“The Green Bonds covered hereby have not been registered under the United States Securities
Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be offered or sold within the United
States, or to or for the account or benefit of, U.S. persons (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the later of the commencement of the offering of the
Green Bonds and the closing date. Terms used above have the meaning given to them by
Regulation S.”
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Green Bonds have been
offered and no Green Bonds will be offered that are the subject of the offering contemplated
by this Terms Sheet in relation thereto to the public in that Member State except that an offer
of Green Bonds to the public in the Member State may be made:
(a) to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
EU Prospectus Regulation) subject to obtaining the prior consent of the relevant Joint Lead
Manager and/or Joint Lead Managers nominated by Kiwi Property for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint Lead
Managers to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an “offer of the Green Bonds to the public”
in relation to any Green Bonds in any Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Green Bonds to be
offered so as to enable an investor to decide to purchase or subscribe for the Green Bonds
and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.
Kiwi PropertyIndicative Terms Sheet7
Selling restrictions
(continued)
United Kingdom
No Green Bonds have been offered and no Green Bonds will be offered that are the subject of
the offering contemplated by this Terms Sheet in relation thereto to the public in the United
Kingdom except that an offer of Green Bonds to the public in the United Kingdom may be made:
(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus
Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in
Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the
prior consent of the relevant Joint Lead Manager and/or Joint Lead Managers nominated
by Kiwi Property for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets
Act 2000 (FSMA),
provided that no such offer of the Green Bonds shall require Kiwi Property or any Joint Lead
Manager to publish a prospectus pursuant to section 85 of the FSMA or supplement a
prospectus pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer of the Green Bonds to the public”
in relation to any Green Bonds means the communication in any form and by any means of
sufficient information on the terms of the offer and the Green Bonds to be offered so as to
enable an investor to decide to purchase or subscribe for the Green Bonds and the expression
“UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018.
Other regulatory restrictions
No communication, invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) has been or may be made or caused to be made or will be
made in connection with the issue or sale of the Green Bonds in circumstances in which
section 21(1) of the FSMA applies to Kiwi Property.
All applicable provisions of the FSMA with respect to anything done in relation to the Green
Bonds in, from or otherwise involving the United Kingdom must be complied with.
Japan
The Green Bonds have not been and will not be registered in Japan pursuant to Article 4,
Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as
amended, the FIEA) in reliance upon the exemption from the registration requirements since
the offering constitutes the small number private placement as provided for in “ha” of Article 2,
Paragraph 3, Item 2 of the FIEA. A Japanese Person who transfers the Green Bonds shall not
transfer or resell the Green Bonds in Japan or to a Japanese person except where the
transferor transfers or resells all the Green Bonds en bloc to one transferee. For the purposes
of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any
corporation or other entity organised under the laws of Japan. No more than 49 offerees in
aggregate may be offered Green Bonds in Japan.
Singapore
This Terms Sheet has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, no Green Bonds may be offered or sold or be made the subject of an
invitation for subscription or purchase, and none of this Terms Sheet or any other document or
material in connection with the offer or sale, or invitation for subscription or purchase of the
Green Bonds may be circulated or distributed, whether directly or indirectly, to any person in
Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001
of Singapore (SFA) pursuant to Section 274 of the SFA); or
(b) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in
accordance with the conditions specified in Section 275 of the SFA.
Hong Kong
No Green Bonds have been offered or sold or will be or may be offered or sold in Hong Kong, by
means of any document other than (a) to “professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or
(b) in other circumstances which do not result in the document being a “prospectus” as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong (the C(WU M P)O) or which do not constitute an offer to the public within the
meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Green Bonds may be issued or in the
possession of any person or will be issued or be in the possession of any person in each case
for the purpose of issue, whether in Hong Kong or elsewhere, which 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
Green Bonds which 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 the SFO.
Kiwi PropertyIndicative Terms Sheet8
Selling restrictions
(continued)
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of
Australia (Corporations Act)) in relation to the Green Bonds has been, or will be, lodged with,
or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
a) make or invite (directly or indirectly) an offer of the Green Bonds for issue, sale or purchase
in, to or from Australia (including an offer or invitation which is received by a person in
Australia); and
(b) distribute or publish, this Terms Sheet, any information memorandum, prospectus or any
other offering material or advertisement relating to the Green Bonds in Australia,
unless:
(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000
(or its equivalent in an alternative currency and, in either case, disregarding moneys
lent by the offeror or its associates) or the offer or invitation otherwise does not require
disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations
Act;
(ii) the offer or invitation is not made to a person who is a “retail client” within the meaning
of section 761G of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives (including,
without limitation, the licensing requirements set out in Chapter 7 of the Corporations
Act); and
(iv) such action does not require any document to be lodged with ASIC or any other
regulatory authority in Australia.
By applying for the Green Bonds under the Offer, each person to whom the Green Bonds are
issued (an Investor):
(a) will be deemed by Kiwi Property and each Joint Lead Manager to have acknowledged that
if the Investor on-sells the Green Bonds within 12 months from their issue, the Investor
will be required to lodge a prospectus or other disclosure document (as defined in the
Corporations Act) with ASIC unless either:
(i) that sale is to an investor within one of the categories set out in sections 708(8) or
708(11) of the Corporations Act to whom it is lawful to offer the Green Bonds in Australia
without a prospectus or other disclosure document lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Kiwi Property and each Joint Lead Manager to have undertaken not to
sell those Green Bonds in any circumstances other than those described in paragraphs (a)
(i) and (a)(ii) above for 12 months after the date of issue of the Green Bonds.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement
or public offering of any Green Bonds in Australia.
Part B - General selling restrictions
The Green Bonds may only be offered for sale or sold in compliance with all applicable laws
and regulations in any country or jurisdiction in which they are offered, sold or delivered. This
Terms Sheet and any offering material or any documents prepared in connection with the
Green Bonds may only be published, delivered or distributed in or from any country or
jurisdiction under circumstances which will result in compliance with all applicable laws and
regulations in that country or jurisdiction.
By subscribing for Green Bonds, you agree to comply with the above selling restrictions and to
indemnify Kiwi Property, the Supervisor, the Arranger, the Green Bond Co-ordinator, the Joint
Lead Managers and their respective directors, officers, employees and agents for any loss,
cost, liability or expense sustained or incurred as a result of you breaching the above selling
restrictions.
Kiwi PropertyIndicative Terms Sheet9
Directory
Issuer
Kiwi Property Group Limited
Level 7, Vero Centre
48 Shortland Street
AUCKLAND 1010
Telephone: +64 9 359 4000
Email: info@kp.co.nz
Supervisor
Public Trust
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Arranger and Green Bond Co-ordinator
ANZ Bank New Zealand Limited
Level 26, ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 26, ANZ Centre
23 – 29 Albert Street
AUCKLAND 1010
Toll Free: 0800 269 476
Bank of New Zealand
Level 4, 80 Queen Street
AUCKLAND 1010
Toll Free: 0800 284 017
Registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
AUCKLAND 1010
Toll Free: 0800 377 388
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Security Trustee
New Zealand Permanent Trustees Limited
SAP Tower
Level 16
151 Queen Street
AUCKLAND 1010
Telephone: 0800 371 471
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
AUCKLAND 1010
Toll Free: 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
AUCKLAND 1010
Toll Free: 0800 367 227
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.
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