Property for Industry Limited Bond Offer Final Terms Sheet

FINAL
TERMS SHEET
SENIOR SECURED FIXED RATE BONDS
$150,000,000 5.5 year senior secured fixed rate bonds
Dated: 6 March 2025
JOINT LEAD
MANAGERS:
ARRANGER AND JOINT
LEAD MANAGER:
PROPERTY FOR INDUSTRY LIMITED

FINAL TERMS SHEET
Dated 6 March 2025
Senior Secured Fixed Rate Bonds due 13 September 2030
This terms sheet (Terms Sheet) sets out the key terms of an issue
by Property for Industry Limited (PFI) of $150,000,000 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.
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PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

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.
Issue Amount$150,000,000. .
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 Rate5.43% per annum, being the sum of the Base Rate plus the
Issue Margin.
Issue Margin1.65% per annum.
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.
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.
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PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

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.
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.
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PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

Selling Restrictions
continued
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.
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.”
Selling Restrictions
continued
United States continued
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.
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;
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PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

Selling Restrictions
continued
(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.
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PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

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
7
PROPERT Y FOR INDUSTRY LIMITED
FINAL TERMS SHEET

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

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NZX and media
announcement
—
6 March 2025

Page 1

PROPERTY FOR INDUSTRY LIMITED BOND
OFFER - FINAL TERMS SHEET
Further to Property for Industry Limited’s (PFI) announcements earlier today, the final terms sheet
relating to its $150,000,000 offer of 5.5 year senior secured fixed rate bonds (Bonds) has been
provided to the NZX with this announcement and is available at www.pfibondoffer.co.nz.

For further details investors can contact one of the Joint Lead Managers (details below) or their usual
financial adviser.


Arranger and Joint Lead Manager



0800 772 142

Joint Lead Managers




0800 272 266 0800 272 442 0800 367 227


ENDS







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