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Property for Industry Limited Launches Bond Offer

Debt Issuance2 March 2025PFIReal Estate

NZX and media
announcement


3 March 2025


Page 1


PROPERTY FOR INDUSTRY LIMITED

LAUNCHES BOND OFFER

Property for Industry Limited (PFI) announced today that it is offering up to $100,000,000 (with the

ability to accept oversubscriptions of up to an additional $50,000,000 at PFI’s discretion) of 5.5 year,

senior secured fixed rate bonds (Bonds) to New Zealand retail and institutional investors and

Australian institutional 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 Bonds are expected

to be quoted on the NZX Debt Market under the ticker code PFI030.


The Interest Rate for the Bonds will be equal to the sum of the Base Rate plus the Issue Margin,

subject to a minimum Interest Rate of 5.15% per annum.


The indicative Issue Margin range for the Bonds is 1.65% to 1.75% per annum. An announcement of

the actual Issue Margin (which may be within, above or below the indicative Issue Margin range) and

Interest Rate is expected to be made via NZX on 6 March 2025 following a bookbuild process. The

Bonds are expected to be issued on 13 March 2025.


Full details of the Bond offer are contained in the indicative terms sheet which is attached, along with

the investor presentation. The offer documents are available through www.pfibondoffer.co.nz.


There is no public pool for the offer, with all the Bonds reserved for clients of the Joint Lead Managers,

Primary Market Participants and other approved financial intermediaries. Interested investors should

contact one of the Joint Lead Managers (details below) or their financial advice provider for more

details.


Arranger and Joint Lead Manager




0800 772 142


Joint Lead Managers





0800 272 266 0800 272 442 0800 367 227



ENDS





NZX and media
announcement


3 March 2025


Page 2


ABOUT PFI & CONTACT


PFI is an NZX listed property vehicle specialising in industrial property. PFI’s nationwide portfolio of 91 properties is leased to

around 124 tenants.


For further information please contact:


SIMON WOODHAMS

Chief Executive Officer

----

Phone: +64 21 749 770

Email: woodhams@pfi.co.nz

CRAIG PEIRCE

Chief Finance and Operating Officer

----

Phone: +64 21 248 6301

Email: peirce@pfi.co.nz

----

Property for Industry Limited

Level 4, Hayman Kronfeld Building, 15 Galway Street,

Auckland 1010

PO Box 1147, Shortland Street, Auckland 1140

www.propertyforindustry.co.nz

---

INDICATIVE
TERMS SHEET

SENIOR SECURED FIXED RATE BONDS

Up to $100,000,000 5.5 year senior secured fixed rate bonds

(plus up to $50,000,000 oversubscriptions)

Dated: 3 March 2025

JOINT LEAD

MANAGERS:

ARRANGER AND JOINT

LEAD MANAGER:

PROPERTY FOR INDUSTRY LIMITED


INDICATIVE TERMS SHEET

Dated 3 March 2025

Senior Secured Fixed Rate Bonds due 13 September 2030

This indicative terms sheet (Terms Sheet) sets out the key

terms of the offer by Property for Industry Limited (PFI) of up

to $100,000,000, with the ability to accept oversubscriptions of

up to an additional $50,000,000 at PFI’s discretion, of 5.5 year

senior secured fixed rate bonds maturing on 13 September 2030

(Bonds) under its bond master trust deed dated 2 November 2017

(as amended from time to time) (Trust Deed) as modified and

supplemented by the supplemental deed dated 3 March 2025

entered into between PFI and Public Trust (Supervisor) (together

with the Trust Deed, 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.

n IMPORTANT NOTICE

The offer of debt securities by PFI 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 bonds that have identical rights,

privileges, limitations and conditions (except for the interest rate and maturity date) as

PFI’s $100,000,000 senior secured fixed rate bonds maturing on 1 October 2025 (which

have an interest rate of 4.25% p.a.), which are currently quoted on the NZX Debt Market

under the ticker code PFI020 (PFI020 Bonds).

The Bonds are of the same class as the PFI020 Bonds for the purposes of the FMCA

and the Financial Markets Conduct Regulations 2014.

PFI 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/PFI.

The PFI020 Bonds are the only debt securities of PFI that are currently quoted in the

same class as the Bonds.

Investors should look to the market price of the PFI020 Bonds referred to above to find

out how the market assesses the returns and risk premium for those bonds. When

comparing the yield of two debt securities, it is important to consider all relevant

factors (including the credit rating (if any), maturity and the other terms of the relevant

debt securities).

IssuerProperty for Industry Limited.

DescriptionSenior secured fixed rate bonds.

Opening DateMonday, 3 March 2025.

Closing Date11.00am NZT, Thursday, 6 March 2025.

Rate Set DateThursday, 6 March 2025.

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

2


Issue DateThursday, 13 March 2025.

Maturity DateFriday, 13 September 2030.

PurposeThe proceeds of the offer will be used to repay existing

bank debt facilities and for general corporate purposes.

Offer AmountUp to $100,000,000 (with the ability to accept

oversubscriptions of up to an additional $50,000,000

at PFI’s discretion).

Guarantee and

Security

P.F.I. Property No. 1 Limited (PFI Property) has guaranteed

the payments due on the Bonds.

The Bonds are secured by first ranking mortgages (the

Mortgages) granted by PFI Property as Guarantor over

various properties (the Mortgaged Properties).

The Security Trustee holds the Mortgages for all creditors

entitled to their benefit, which currently includes (in

addition to the Supervisor and the Holders) the PFI Group’s

banks and their facility agent, holders of the PFI020 Bonds

and holders of US private placement (USPP) notes issued

by PFI, on an equal ranking basis.

Financial CovenantPFI agrees to ensure that the total principal amount of all

outstanding borrowed money secured by the Mortgages is

not more than 50% of the total value of all Mortgaged

Properties (the Loan to Value Ratio).

A breach of the Loan to Value Ratio which is not remedied

within (approximately) 13 months of that breach being

disclosed to the Supervisor in a director’s report will be an

Event of Default under the Bond Trust Documents.

Distribution StopperPFI is not permitted to make any distribution if an Event of

Default is continuing or if it would result in an Event of

Default. Full details of the Events of Default are set out in

the Bond Trust Documents.

No Credit RatingThe Bonds will not be rated.

Issue Price$1.00 per Bond, being the Principal Amount of each Bond.

Early RepaymentHolders have no rights to require PFI to redeem the Bonds

early except through the Supervisor in the case of an Event

of Default (as defined in the Bond Trust Documents). PFI

does not have the right to redeem the Bonds early.

Interest RateThe sum of the Base Rate plus the Issue Margin, subject to

a minimum Interest Rate of 5.15% per annum.

The Interest Rate will be announced by PFI via NZX on or

about the Rate Set Date.

Indicative Issue Margin

Range

1.65% to 1.75% per annum.

Issue MarginThe Issue Margin (which may be within, above or below

the Indicative Issue Margin range mentioned above), will

be determined by PFI (in consultation with the Joint Lead

Managers) following a bookbuild process and announced

by PFI via NZX on or about the Rate Set Date.

Base RateThe 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 PFI,

according to market convention, with reference to

Bloomberg page ‘ICNZ4’ (or any successor page) on the

Rate Set Date and expressed on a quarterly basis (rounded

to 2 decimal places, if necessary, with 0.005 being rounded

up).

Interest PaymentsQuarterly in arrear in equal payments.

Interest Payment Dates13 March, 13 June, 13 September and 13 December each

year (or if that day is not a Business Day, the next Business

Day) until and including the Maturity Date. The first Interest

Payment Date will be 13 June 2025.

Record Date5.00pm on the date that is 10 days before the relevant

Interest Payment Date or, if that is not a Business Day, the

immediately preceding Business Day.

Business DaysA date (other than a Saturday or Sunday) on which

registered banks are generally open for business in

Auckland and Wellington.

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

3


Brokerage0.50% brokerage plus 0.25% on firm allocations paid by

PFI.

ISINNZPFIDT030C0.

NZX Debt Market

Quotation

Application has been made to NZX for permission to quote

the 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 ticker code PFI030 has been reserved for the Bonds.

Expected date of initial

quotation and trading

on NZX Debt Market

Friday, 14 March 2025.

Minimum Application

Amount and

Denominations

$5,000 and multiples of $1,000 thereafter.

Transfer RestrictionsHolders are entitled to sell or transfer their Bonds at any

time subject to the terms of the Bond Trust Documents

and applicable securities laws and regulations. PFI may

decline to register a transfer of the Bonds for the reasons

set out in the Bond Trust Documents.

No transfer may be made if the transfer would result in the

transferor or the transferee holding or continuing to hold

Bonds with a principal amount of less than $5,000 (other

than zero) or not in multiples of $1,000.

Governing LawNew Zealand.

Who May Apply &

How to Apply

All of the Bonds, including oversubscriptions, will be

reserved for clients of the Joint Lead Managers,

institutional investors and other Primary Market

Participants invited to participate in the bookbuild. There

will be no public pool for the Bonds.

Retail investors should contact any Joint Lead Manager,

their financial adviser or any Primary Market Participant

for details on how they may acquire Bonds. You can find a

Primary Market Participant by visiting www.nzx.com/

investing/find-a-participant.

In respect of oversubscriptions or generally, any allotment

of Bonds will be at PFI’s discretion, in consultation with the

Joint Lead Managers. PFI reserves the right to refuse all or

any part of an application without giving any reason.

Each investor’s financial adviser will be able to advise

them as to what arrangements will need to be put in place

for the investors to trade the 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.

ArrangerWestpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch) (Westpac).

Joint Lead ManagersCommonwealth Bank of Australia (ABN 48 123 123 124)

(acting through its New Zealand branch), Craigs

Investment Partners Limited, Forsyth Barr Limited and

Westpac.

SupervisorPublic Trust.

Security TrusteeNew Zealand Permanent Trustees Limited.

RegistrarComputershare Investor Services Limited.

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

4


Selling RestrictionsGeneral

Bonds may only be offered for sale or sold in conformity

with all applicable laws and regulations in New Zealand

and in any jurisdiction in which they are offered, sold or

delivered. Specific selling restrictions as at the date of this

Terms Sheet are set out below for the United States and

Australia.

No action has been or will be taken by PFI which would

permit an offer of Bonds, or possession or distribution of

any offering material, in any country or jurisdiction where

action for that purpose is required (other than New

Zealand).

No person may purchase, offer, sell, distribute or deliver

Bonds, or have in their possession, publish, deliver or

distribute to any person, any offering material or any

documents in connection with the Bonds, in any

jurisdiction other than in compliance with all applicable

laws and the specific selling restrictions set out below.

By subscribing for or otherwise acquiring any Bonds, each

Holder agrees to indemnify, among others, PFI, the

Supervisor and the Joint Lead Managers for any loss

suffered as a result of any breach by the Holder of these

selling restrictions.

United States

The Bonds have not been and will not be registered under

the Securities Act of 1933, as amended (the 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)) except in accordance with Regulation S

or pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the

Securities Act.

Selling Restrictions

continued

United States continued

The 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

Bonds of the tranche of which such Bonds are part, as

determined and certified by the Joint Lead Managers,

except in an offshore transaction in accordance with Rule

903 of Regulation S. Any 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 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 (as defined in Regulation S

under the Securities Act) (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 Bonds and the closing date except in either

case pursuant to a valid exemption from registration

in accordance with Regulation S under the Securities

Act. Terms used above have the meaning given to

them by Regulation S.”

Until 40 days after the completion of the distribution of all

Bonds or the tranche of which those Bonds are a part, an

offer or sale of the Bonds within the United States by any

Joint Lead Manager or any dealer or other distributor

(whether or not participating in the offering) may violate

the registration requirements of the Securities Act if such

offer or sale is made otherwise than in accordance with an

applicable exemption from registration under the

Securities Act.

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

5


Selling Restrictions

continued

Australia

This Terms Sheet is not a prospectus, product disclosure

statement or any other “disclosure document” (as defined

in the Corporations Act 2001 of Australia (the Australian

Corporations Act)) and does not contain all the

information which would be required in a “disclosure

document” under the Australian Corporations Act. This

Terms Sheet has not been and will not be lodged or

registered with the Australian Securities & Investments

Commission (ASIC) or the Australian Securities Exchange

and PFI is not subject to the continuous disclosure

requirements that apply in Australia.

This Terms Sheet or any other offering material relating to

the Bonds may not be distributed or published in Australia

and the Bonds must not be offered for issue or sale in

Australia (including to a person in Australia) unless:

(a) the aggregate consideration payable by each offeree 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 does not otherwise require disclosure to

investors under Parts 6D.2 or 7.9 of the Australian

Corporations Act;

(b) the offer does not constitute an offer to a “retail client”

as defined for the purposes of section 761G of the

Australian Corporations Act;

(c) such action complies with any applicable laws and

directives in Australia; and

(d) such action does not require any document to be

lodged with ASIC.

Prospective investors should not construe anything in this

Terms Sheet as legal, tax or other professional advice nor

as financial product advice. In particular, if any financial

product advice is, in fact, held to be given by PFI in

connection with this Terms Sheet, it is general advice only.

PFI does not hold an Australian financial services licence

and is not licensed to provide financial product advice in

relation to the Bonds.

The dates and times set out in this Terms Sheet are indicative only and are subject

to change. PFI has the right in its absolute discretion and without notice to close the

offer early, to extend the Closing Date, or to choose not to proceed with the offer. If the

Closing Date is extended, subsequent dates may be extended accordingly.

Any internet site addresses provided in this Terms Sheet are for reference only and,

except as expressly stated otherwise, the content of any such internet site is not

incorporated by reference into, and does not form part of, this Terms Sheet. Copies of

the Bond Trust Documents are available on the website (managed by PFI) for the offer

of the Bonds www.pfibondoffer.co.nz.

The Joint Lead Managers and their respective directors, officers, employees and

agents: (a) have not authorised or caused the issue of, or made any statement in,

any part of this Terms Sheet; (b) do not 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 Terms Sheet; and (c) to the extent permitted

by law, do not accept any responsibility or liability for this Terms Sheet or for any loss

arising from this Terms Sheet or its contents or otherwise arising in connection with

the offer of Bonds.

This Terms Sheet does not constitute financial advice or a recommendation from the

Arranger, the Supervisor, or any Joint Lead Manager or any of their respective directors,

officers, employees, agents or advisers to purchase any Bonds.

Investors are personally responsible for ensuring compliance with all relevant laws and

regulations applicable to them (including any required registrations). Investors should

seek qualified, independent legal, financial and taxation advice before deciding to

invest. For further information regarding PFI, visit www.nzx.com/companies/PFI.

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

6


IMPORTANT DATES

n OPENING DATE

MONDAY

3 MARCH

2025

THURSDAY

13 MARCH

2025

THURSDAY

6 MARCH

2025

FRIDAY

14 MARCH

2025

FRIDAY

13 SEPTEMBER

2030

THURSDAY

6 MARCH

2025

n CLOSING DATE

n

RATE SET DATE

n

ISSUE DATEn EXPECTED QUOTATION DATEn MATURITY DATE

PROPERT Y FOR INDUSTRY LIMITED

INDICATIVE TERMS SHEET

7


Issuer

Property for Industry Limited

Level 4, Hayman Kronfeld Building

15 Galway Street

Auckland 1010

Supervisor

Public Trust

Level 9, 34 Shortland Street

Auckland 1010

Security Trustee

New Zealand Permanent

Trustees Limited

Level 9, 34 Shortland Street

Auckland 1010

Securities Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Telephone: 09 488 8777

Email: pfi@computershare.co.nz

Arranger

Westpac Banking Corporation

(ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

Auckland 1010

Joint Lead Managers

Commonwealth Bank of Australia

(ABN 48 123 123 124)

(acting through its New Zealand branch)

Level 6, ASB North Wharf

12 Jellicoe Street

Auckland 1010

Craigs Investment Partners Limited

Level 36, Vero Centre

48 Shortland Street

Auckland 1010

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

Westpac Banking Corporation

(ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8

16 Takutai Square

Auckland 1010

n

ADDRESS DETAILS

8

---

This presentation has been prepared by Property for Industry Limited (PFI or the
Issuer) in relation to the offer (Offer) of bonds described in this presentation (Bonds).

The offer of the Bonds is made in reliance upon the exclusion in clause 19 of schedule

1 of the Financial Markets Conduct Act 2013 (FMCA).

The Bonds will have identical rights, privileges, limitations and conditions (except for

the interest rate and maturity date) as the Issuer’s bonds maturing on 1 October 2025,

which have a fixed interest rate of 4.25% per annum and are currently quoted on the

NZX Debt Market under the ticker code PFI020 (Existing Bonds).

The bonds are the same class as the Existing Bonds for the purposes of the FMCA

and the Financial Markets Conduct Regulations 2014. 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. When comparing the yield of two debt securities, it

is important to consider all relevant factors (including the credit rating (if any),

maturity and the other terms of the relevant debt securities).

The Issuer is subject to a disclosure obligation that requires it to notify certain

material information to 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/PFI.

Capitalised terms used but not defined in this presentation have the meanings given

to them in the indicative terms sheet for the offer of the Bonds dated 3 March 2025.

The information in this presentation is of a general nature and does not constitute

financial product advice, investment advice or any recommendation by the Issuer,

Public Trust (the Supervisor), Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch) (the Arranger), Commonwealth Bank of

Australia (ABN 48 123 123 124) (acting through its New Zealand branch), Craigs

Investment Partners Limited and Forsyth Barr Limited (together with the Arranger, the

Joint Lead Managers) or any of their respective directors, officers, employees,

affiliates, agents or advisers to subscribe for, or purchase, any of the Bonds. Nothing

in this presentation constitutes legal, financial, tax or other advice.

This presentation may contain certain projections or forward-looking statements with

respect to the Issuer. Such projections or forward-looking statements are based on

current expectations, estimates, projections and assumptions and are subject to a

number of risks, and uncertainties, including material adverse events, significant one-

off expenses and other unforeseeable circumstances. There is no assurance that

results contemplated in any of these projections and forward-looking statements will be

realised, nor is there any assurance that the expectations, estimates and assumptions

underpinning those projections or forward-looking statements are reasonable. Actual

results may differ materially from those projected in this presentation. No person is

under any obligation to update this presentation at any time after its release or to

provide you with further information about PFI.

The information in this document 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.

None of the Arranger, the Joint Lead Managers or the Supervisor nor any of their

respective directors, officers, employees, affiliates or agents have independently

verified the information contained in this presentation.

The Bonds may not be offered or sold directly or indirectly, and neither this presentation

nor any other offering material may be distributed or published, in any jurisdiction other

than New Zealand except in conformity with all applicable laws and regulations of that

country or jurisdiction.

Application has been made to NZX for permission to quote the 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 presentation have been duly complied with. However, NZX

accepts no responsibility for any statement in this document. NZX is a licensed market

operator, and the NZX Debt Market is a licensed market under the FMCA.

Unless otherwise stated, all figures are given as at and for the period ended 31

December 2024.

2

IssuerProperty for Industry Limited.
DescriptionSenior secured fixed rate bonds.

PurposeThe proceeds of the offer will be used to repay existing bank debt facilities and for general corporate purposes.

Offer AmountUp to $100,000,000 (with the ability to accept oversubscriptions of up to an additional $50,000,000 at PFI’s discretion).

Maturity5.5 years, maturing on Friday, 13 September 2030.

Guarantee and

Security

P.F.I. Property No. 1 Limited (PFI Property) has guaranteed the payments due on the Bonds.

The Bonds will be secured by first ranking mortgages (the Mortgages) granted by PFI Property as Guarantor over various properties (the Mortgaged

Properties).

No Credit RatingThe Bonds will not be rated.

NZX Debt Market

Quotation

Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market.

Who May Apply

All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint Lead Managers, institutional investors and other Primary Market

Participants invited to participate in the bookbuild. There will be no public pool for the Bonds.

Joint Lead Managers

Commonwealth Bank of Australia (ABN 48 123 123 124) (acting through its New Zealand branch), Craigs Investment Partners Limited, Forsyth Barr

Limited, Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).

5

1
Pro-forma as at 28 February 2025, after adjusting for post-balance date leasing of 212C Cavendish Drive only, all remaining statistics as at 31 December 2024.

▪Established in 1993, PFI is an NZX listed property vehicle focused on the industrial sector

▪$2.1bn portfolio with an 87% weighting to Auckland, New Zealand’s gateway and commercial hub

▪99.9% occupancy

1

and a proven track record of stable earnings

▪Experienced internalised management team

supported by a strong governance framework

▪Sound risk management and portfolio metrics

with company gearing of 33.4% and a weighted

average lease term (WALT) of 5.67 years

▪Liquid assets with an average size of ~$23m

7

Ewan Cameron
Portfolio

Manager

Sarah Beale

Head of Sustainability

& Operations

Craig Peirce

Chief Finance &

Operating Officer

Simon Woodhams

Chief Executive

Officer

5 Property Team Members

With many years of experience in

acquisitions, leasing transactions, asset

management and development.

8 Finance Team Members

Highly experienced in investment

management and financial control.

8 Operations Team Members

With expertise in sustainability, facilities

management, legal & compliance, IT and

marketing.

6 Independent Directors

With expertise across a range of areas including property and capital markets.

8

The embodied and
operational greenhouse

gas emissions

associated with PFI’s

buildings are

minimised.

The impacts from the

materials that PFI uses

and the waste PFI

produces during

developments and

refurbishments are

minimised.

PFI’s portfolio is

resilient and we are

well placed to respond

to disasters.

Our people are safe

and engaged, and we

promote positive social

impacts through our

operations.

The value of PFI

grows to create

economic value for

investors, tenants,

our people and others

that we work with.

9

1
Occupancy pro-forma as at 28 February 2025, after adjusting for post-balance date leasing of 212C Cavendish Drive only, all remaining statistics as at 31 December 2024.

11

Transport & Storage
26.0%

Other Manufacturing

19.6%

Food

Manufacturing

11.6%

Property & Business

Services

5.4%

Construction

4.8%

Machinery & Equipment Manufacturing

20.8%

Textiles &

Clothing

4.3%

Wood &

Paper

Manufactur

ing

3.8%

Health & Community

Services

2.7%

Retail

1.0%

▪PFI’s top 10 tenants (lower chart) lease 21 properties and pay ~36% of contract rent

▪PFI has a robust tenant base, generally focused on logistics and manufacturing (chart

on right)

▪Despite weak economic conditions, PFI continues to experience very high levels of cash

collection each month

- 10,000 20,000 30,000 40,000

Grayson Engineering

DHL

ETEL

Daikin Air Conditioning

MOVe Logistics

Cottonsoft

T&G Global

Fletcher Building

EBOS Group

Fisher & Paykel Appliances

12

CV
CV

Fixed

25.9%

Fixed

67.3%

CPI 6.9%

CPI 10.9%

Market 6.9%

Market 15.6%

Expiries 0.0%

Expiries 6.2%

0.0%

25.0%

50.0%

75.0%

100.0%

H2 FY25Portfolio

1.3%

0.0%

3.9%

16.0%

13.1%

13.3%

13.2%

6.6%

8.4%

6.3%

17.9%

0%

5%

10%

15%

20%

25%

VacantFY25FY26FY27FY28FY29FY30FY31FY32FY33Onwards

Total ExpiriesBrownfield Opportunities

▪PFI’s smooth lease expiry profile (chart below) supports low volatility of rental income

▪In February 2025, lease signed with Portacom on vacant space at 212C Cavendish Drive

(1.3% of contract rent), lifting portfolio occupancy to 99.9%

▪Next leasing event for 21.8% of PFI’s portfolio by rent is an expiry or market rent review

(chart on right), providing an embedded pathway for near-to-medium-term rental growth

13

-
2.0%

4.0%

6.0%

8.0%

10.0%

-

$1,000

$2,000

$3,000

$4,000

$5,000

2019202020212022202320242025202620272028

Yield (%)

Capital Value ($ / m

2

)

Capital ValueYield

$100

$120

$140

$160

$180

$200

$220

$240

$260

2019202020212022202320242025202620272028

Rent / m

2


(per annum)

Net effective rentFace rent

▪After unprecedented growth over the last 5

years, CBRE

1

are expecting Auckland industrial

rents to plateau through to 2025 before

returning to growth from 2026 onward (top

chart)

▪PFI has achieved market leading rents on its

recent developments ($230 – 240 / sqm),

reflecting the 5 Green Star rating build quality

and prime locations

▪CBRE

1

research suggests that Auckland

industrial cap rates

2

have stabilised, with yields

forecast to firm over the next 2 years (~0.5%)

and through to 2028 (~0.8%) (lower chart)

▪Both dynamics are set to benefit PFI’s portfolio,

as under-renting gaps close (Dec-24: ~14%)

and cap rates firm (Dec-24: 5.81%)

1

CBRE Auckland Property Market Outlook – December 2024,

2

Market capitalisation rate being the rate of return used to capitalise the net income to determine the value or price.

Source: CBRE Research

Source: CBRE Research

14

Note: extracted from PFI’s interim results presentation, refer
https://www.nzx.com/announcements/447297 for more detail. FFO and AFFO are non-GAAP

financial information used by the PFI Board to assist in determining dividends to shareholders.

Please refer to the interim results presentation for more detail as to how these measures were

calculated.

▪Profit after tax of $28.8m, up $7.6m on FP24 (the prior comparable period, or pcp),

incorporating fair value gains on properties of $16.6m, as compared to losses of $4.2m in

the pcp

▪Adjusted Funds From Operations (AFFO) down 4.9% on the pcp to 4.35 cents per share

(cps)

▪Valuation of $2.1bn industrial property portfolio showing signs of recovery, 15 properties

revalued at the half-year, fair value gains on properties of $16.6m or 3.1%, net tangible

assets confirmed at $2.72

▪$220m of 5 Green Star developments

1

completed on-time and on-budget across 30-32

Bowden Road and Stage 1 of 78 Springs Road, Stage 2 of the redevelopment of 78 Springs

Road commenced and ~60% leased

▪$550m of facilities refinanced or established during H1 FY25, $100m PFI010 bonds repaid

in November 2024, ~$180m of facility headroom, gearing comfortable at 33.4%

▪PFI well placed to navigate the remainder of FY25, guiding to cash dividends of 8.50 cps,

an increase of 0.20 cps or 2.4% on annualised FP24 dividends

FOR THE SIX MONTHS ENDED

($M, UNLESS NOTED)

31 DECEMBER 2024

(H1 FY25)

30 JUNE 2024

(FP24)

NET PROPERTY INCOME

50.047.2

PROFIT BEFORE FINANCE,

GAINS/(LOSSES) AND TAX

44.141.1

DISTRIBUTION ADJUSTMENTS

(22.2)(18.1)

ADJUSTED FUNDS FROM OPERATIONS

21.923.0

TOTAL ASSETS

2,116.32,086.1

TOTAL LIABILITIES

748.8726.6

TOTAL EQUITY

1,367.41,359.5

BANKING COVENANTS:

COMPANY GEARING (COVENANT: 50%)

33.4%32.9%

INTEREST COVER RATIO

(COVENANT: 2.0 TIMES)

2.5X2.8X

1

PFI has achieved a 5 Green Star – NZ Design and As Built v.1.0 Design Certified Rating in relation to the Tokyo Food development at 32 Bowden Road and is well progressed through the ‘As Built’ certification process. PFI is also well

progressed through the design certification process in relation to the Daiken development at 30 Bowden Road and the Fisher and Paykel Appliances development at 78 Springs Road (Stage 1).

16

($M, UNLESS NOTED)
31 DECEMBER 202331 DECEMBER 202231 DECEMBER 202131 DECEMBER 202031 DECEMBER 2019

NET PROPERTY INCOME

92.893.392.181.481.4

PROFIT BEFORE FINANCE,

GAINS/(LOSSES) AND TAX

82.484.884.675.576.4

DISTRIBUTION ADJUSTMENTS

(37.6)(40.2)(37.9)(35.4)(37.6)

ADJUSTED FUNDS FROM OPERATIONS

44.844.646.740.138.8

TOTAL ASSETS

2,063.92,162.82,217.01,687.41,522.7

TOTAL LIABILITIES

703.6662.4654.3550.8468.7

TOTAL EQUITY

1,360.31,500.31,562.71,136.61,054.0

BANKING COVENANTS:

COMPANY GEARING (COVENANT: 50%)

32.0%28.5%27.7%30.0%28.2%

INTEREST COVER RATIO

(COVENANT: 2.0 TIMES)

2.8X3.4X2.4X4.1X4.0X

17

▪PFI enjoys strong banking relationships in the NZ market, while also valuing
diversification, tenor and optionality

▪Fixed-rate payer hedging profile (chart above) provides a level of protection against

fluctuations in floating interest rates

▪Mortgaged Properties are mortgaged in favour of a non-bank security trustee, who

holds mortgages for the benefit of all secured lenders

($M, UNLESS NOTED)DECEMBER 2024

FUNDING:

BANK FACILITIES DRAWN

$548.1

BANK FACILITIES LIMIT

$725.0

BANK FACILITIES HEADROOM

$176.9

DCM

1

$150.0

FUNDING TERM (AVERAGE)

3.6 years

BANKS

ANZ, BNZ, CBA, Westpac

BANKING COVENANTS:

LOAN-TO-VALUE RATIO (COVENANT: 50%)

33.4%

INTEREST COVER RATIO (COVENANT: 2.0 TIMES)

2.5X

INTEREST RATES:

WEIGHTED AVERAGE COST OF DEBT

4.93%

INTEREST RATE HEDGING (EXCL. FORWARD STARTING)

$505 / 2.93% / 2.9 years

FORWARD STARTING INTEREST RATE HEDGING

$190 / 3.93% / 3.0 years

1.5%

1.9%

2.3%

2.7%

3.1%

3.5%

3.9%

4.3%

$0m

$100m

$200m

$300m

$400m

$500m

$600m

Dec-24Dec-25Dec-26Dec-27Dec-28Dec-29Dec-30Dec-31

Cover (lhs)Interest Rate (rhs)

1

Includes Note Purchase and Private Shelf Agreement with PGIM, Inc (Pricoa).

18

50.0
200.0

150.0

275.0

50.0

100.0

150.0

25.0

25.0

$m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

FY25FY26FY27FY28FY29FY30FY31FY32FY33

Bank DebtBondsPricoa Facility

▪Proceeds from the Offer will be used to repay existing bank debt of the PFI Group and

for general corporate purposes, resulting in PFI having a more diversified funding base

with a longer debt maturity profile

▪PFI currently has a Weighted Average Term to Expiry (WATE) of debt facilities of 3.4

1


years. Post the completion of the Offer, the WATE is expected to increase to 3.7 years

2


on a pro-forma basis, before cancellation of bank facilities (if any)

($M, UNLESS NOTED)EXPIRYAMOUNT

BANK FACILITIES

CBA REVOLVING CREDIT FACILITY

31-May-31$50

CBA TERM LOAN

14-Aug-29$125

SYNDICATE TRANCHE A

14-Aug-28$150

SYNDICATE TRANCHE B

14-Aug-29$150

SYNDICATE TRANCHE C

14-Aug-27$100

WESTPAC GREEN LOAN

18-Jul-27$75

BNZ GREEN TERM LOAN

18-Jul-27$25

ANZ & CBA GREEN LOAN

18-Jul-26$50

BONDS

PFI030

3

13-Sep-30$150

PFI020

1-Oct-25$100

USPP

PRICOA 8.5-YEAR

5-Jan-33$25

PRICOA 6-YEAR

15-Dec-29$25

TOTAL

WATE: 3.7 years$1,025

1

Pro-forma as at 13 March 2025,

2

As at 13 March 2025 - assumes $150m 5.5-year issue,

3

Offer of up to $100m with the ability to accept oversubscriptions of up to an additional $50m at PFI’s discretion.

19

IssuerProperty for Industry Limited.
DescriptionSenior secured fixed rate bonds.

PurposeThe proceeds of the offer will be used to repay existing bank debt facilities and for general corporate purposes.

Offer AmountUp to $100,000,000 (with the ability to accept oversubscriptions of up to an additional $50,000,000 at PFI’s discretion).

Guarantee and

Security

P.F.I. Property No. 1 Limited (PFI Property) has guaranteed the payments due on the Bonds.

The Bonds are secured by first ranking mortgages (the Mortgages) granted by PFI Property as Guarantor over various properties (the Mortgaged

Properties).

The Security Trustee holds the Mortgages for all creditors entitled to their benefit, which currently includes (in addition to the Supervisor and the Holders)

the PFI Group’s banks and their facility agent, holders of the PFI020 Bonds and holders of US private placement (USPP) notes issued by PFI, on an equal

ranking basis.

Financial Covenant

PFI agrees to ensure that the total principal amount of all outstanding borrowed money secured by the Mortgages is not more than 50% of the total value

of all Mortgaged Properties (the Loan to Value Ratio).

A breach of the Loan to Value Ratio which is not remedied within (approximately) 13 months of that breach being disclosed to the Supervisor in a director’s

report will be an Event of Default under the Bond Trust Documents.

Distribution Stopper

PFI is not permitted to make any distribution if an Event of Default is continuing or if it would result in an Event of Default. Full details of the Events of

Default are set out in the Bond Trust Documents.

No Credit RatingThe Bonds will not be rated.

Issue Price$1.00 per Bond, being the Principal Amount of each Bond.

21

Early Repayment
Holders have no rights to require PFI to redeem the Bonds early except through the Supervisor in the case of an Event of Default (as defined in the Bond

Trust Documents). PFI does not have the right to redeem the Bonds early.

Interest Rate

The sum of the Base Rate plus the Issue Margin, subject to a minimum Interest Rate of 5.15% per annum.

The Interest Rate will be announced by PFI via NZX on or about the Rate Set Date.

Indicative Issue Margin

Range

1.65% to 1.75% per annum.

Issue Margin

The Issue Margin (which may be within, above or below the Indicative Issue Margin range mentioned above), will be determined by PFI (in consultation

with the Joint Lead Managers) following a bookbuild process and announced by PFI via NZX on or about the Rate Set Date.

Interest PaymentsQuarterly in arrear in equal payments.

Brokerage0.50% brokerage plus 0.25% on firm allocations paid by PFI.

NZX Debt Market

Quotation

Application has been made to NZX for permission to quote the 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 the Indicative Terms Sheet have been duly complied with.

NZX ticker code PFI030 has been reserved for the Bonds.

Minimum Application

Amount and

Denominations

$5,000 and multiples of $1,000 thereafter.

Who May Apply

All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint Lead Managers, institutional investors and other Primary Market

Participants invited to participate in the bookbuild. There will be no public pool for the Bonds.

Joint Lead Managers

Commonwealth Bank of Australia (ABN 48 123 123 124) (acting through its New Zealand branch), Craigs Investment Partners Limited, Forsyth Barr

Limited, Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch).

22

Opening DateMonday, 3 March 2025
Closing Date11.00am NZT, Thursday, 6 March 2025

Rate Set DateThursday, 6 March 2025

Issue DateThursday, 13 March 2025

Expected Date of Initial

Quotation on the NZX

Debt Market

Friday, 14 March 2025

Interest Payment Dates

13 March, 13 June, 13 September and 13 December each year (or if that day is not a Business Day, the next Business Day) until and including the Maturity

Date. The first Interest Payment Date will be 13 June 2025.

Maturity DateFriday, 13 September 2030

23

withan 87% weighting to Auckland
Proven track record with history of

supported by a strong governance

framework

with an average size of ~$23M

25

The information included in this presentation is provided as at 3 March 2025 and should be read in conjunction with the interim financial statements, NZX results
announcement, NZX Form – Results Announcement and NZX Form – Distribution Notice issued on 25 February 2025.

Property for Industry Limited (PFI) does not guarantee the repayment of capital or the performance referred to in this presentation.

Past performance is not a reliable indicator of future performance.

The presentation includes a number of projections and forward looking statements. Projections and forward looking statements, by their nature, involve inherent risks and

uncertainties. Many of those risks and uncertainties are matters which are beyond PFI’s control and could cause actual results to differ from those predicted. Variations could

either be materially positive or materially negative.

Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial

measures used in this presentation include Funds From Operations (FFO) and Adjusted Funds From Operations (AFFO). The calculation of FFO and AFFO is set in Appendix 1 of

PFI’s FY25 interim results presentation, refer https://www.nzx.com/announcements/447297 for more detail.

FFO and AFFO are common property investor metrics and therefore we believe they provide useful information to readers to assist in the understanding of our financial

performance, financial position and returns. These metrics should not, however, be viewed in isolation, nor be considered as a substitute for measures reported in accordance

with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled measures reported by other entities.

While every care has been taken in the preparation of this presentation, PFI makes no representation or warranty as to the accuracy or completeness of any statement in it

including, without limitation, any forecasts.

This presentation has been prepared for the purpose of providing general information, without taking account of any particular investor’s objectives, financial situation or needs.

An investor should, before making any investment decisions, consider the appropriateness of the information in this presentation, and seek professional advice, having regard

to the investor’s objectives, financial situation and needs.

This presentation is solely for the use of the party to whom it is provided.

27

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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