Chorus launches Capital Notes offer
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
26 May 2025
Chorus launches Capital Notes offer
Further to the announcement on 23 May 2025 by Chorus Limited (Chorus) that it had
lodged a replacement Product Disclosure Statement for the offer of up to $170 million of
unsecured, subordinated, redeemable, cumulative, interest-bearing capital notes (Capital
Notes) to investors in New Zealand (Offer), the Offer opens today, 26 May 2025, and is
expected to close at 11.00am on 29 May 2025.
The Capital Notes will have a 31 year term, maturing on 6 June 2056, but may be
redeemed early in certain circumstances from 6 March 2031, or earlier for tax or rating
agency reasons.
The Interest Rate will be fixed for an initial period of 6 years, after which it will be reset on
each Reset Date (6 years after the Issue Date and every 5 years after that), unless
redeemed earlier by Chorus. Chorus may, in its absolute discretion, defer any payment of
interest on the Capital Notes for up to 5 years.
The Interest Rate until the First Reset Date (6 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (29 May 2025) plus
the Initial Margin; and
• the Minimum Initial Interest Rate.
The Minimum Initial Interest Rate is 5.50% per annum. The Minimum Initial Interest Rate
only applies to the determination of the initial Interest Rate. It does not apply to the
determination of the Interest Rate when it is reset on any Reset Date.
The indicative Initial Margin range for the Capital Notes is 2.10% to 2.25% per annum.
The actual Initial Margin (which may be above or below the indicative Initial Margin range)
and the initial Interest Rate will be determined on the Rate Set Date following a bookbuild
process and will be announced by Chorus via NZX on or about that date.
The Capital Notes have been assigned a credit rating of BB+ by S&P Global Ratings
(S&P), which is two notches below S&P’s issuer credit rating for Chorus reflecting their
subordination and the potential for interest payments to be deferred. The Capital Notes
have been assigned a credit rating of Baa3 by Moody’s Investors Service, Inc (Moody’s).
This is one notch below Moody’s issuer credit rating for Chorus.
The Capital Notes are expected to be issued on 6 June 2025 and quoted on the NZX Debt
Market on 9 June 2025.
Details of the Offer and the Capital Notes are contained in the replacement PDS, which is
available on the Disclose register at www.disclose-register.companiesoffice.govt.nz (offer
number OFR13938). Updated copies of the indicative terms sheet and investor
presentation have also been provided to NZX with this announcement.
Investors can register their interest by contacting any of the Joint Lead Managers (as
detailed below) or their usual financial advice provider.
For further information please contact:
Arranger and Joint Lead Manager
Forsyth Barr Limited: 0800 367 227
Joint Lead Manager
Bank of New Zealand: 09 924 9602
Authorised by:
Drew Davies
Chief Operating Officer
ENDS
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Nathan Beaumont
Head of Corporate Relations
Phone: +64 (4) 896 4352
Email. Nathan.Beaumont@chorus.co.nz
---
Capital Notes
Indicative terms sheet
26 May 2025
26 May 2025
This indicative terms sheet (Terms Sheet) sets out the key terms of an offer (Offer) by Chorus Limited (Chorus) of up to
NZ$170 million of unsecured, subordinated, redeemable, cumulative, interest-bearing capital notes maturing on 6 June 2056
(Capital Notes).
This Terms Sheet is a summary only. It should be read together with the replacement product disclosure statement for the
Capital Notes (PDS) dated 23 May 2025. The PDS is available free of charge on the online Disclose Register maintained by the
Companies Office at www.disclose-register.companiesoffice.govt.nz/ (offer number OFR13938) or can be obtained from the
Joint Lead Managers or your usual financial advice provider.
Investors should carefully consider the features of the Capital Notes which differ from the features of a standard senior bond.
Those features include the ability of Chorus to defer interest, optional redemption rights for Chorus, margin step-ups and the
subordinated nature of the Capital Notes.
Investors must obtain, and should read and carefully consider, a copy of the PDS (including the key risks discussed in section 6
of the PDS) before they apply for Capital Notes.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the same meaning given to them in the PDS.
Indicative terms sheet
2Capital Notes - Indicative Terms Sheet
Key terms of the Offer
IssuerChorus Limited (Chorus).
DescriptionThe Capital Notes are unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities.
RankingIn a liquidation of Chorus, each Capital Note gives the Noteholder the right to payment of an amount equal to the
Principal Amount plus all accrued but unpaid interest. The right of Noteholders to payment of this amount will rank:
•
be
hind the claims of all creditors of Chorus (including under Chorus’ bank debt, senior bonds, Euro Medium
Term Notes, Australian Medium Term Notes, the Senior Portion of the Crown Funding Debt Securities, and
any amounts owing to unsubordinated general and trade creditors, as well as indebtedness preferred by law
and secured indebtedness), except for the claims and rights described below;
•equally with the claims of other Noteholders and holders of any other unsecured and subordinated
indebtedness of Chorus that rank equally with the Capital Notes; and
•ahead of the rights of National Infrastructure Funding and Financing Limited in respect of its Subordinated
Portion of its Crown Funding Debt Securities and its Crown Funding Equity Securities, Chorus’ shareholders
and holders of any other securities or obligations of Chorus that rank behind the Capital Notes.
In a liquidation of Chorus, it is unlikely that there will be surplus assets available for the liquidator to pay all amounts
owing to Noteholders in respect of the Capital Notes.
PurposeProceeds of the Offer will be used to fund the repayment and redemption of Crown Funding Securities due
30 June 2025.
No guarantee Chorus is the issuer and the sole obligor in respect of the Capital Notes. No other person guarantees the
Capital Notes.
Further indebtednessChorus may incur further debt without the consent of Noteholders. This means Chorus may, at any time, incur
further debt that ranks equally with, or in priority to, the Capital Notes.
Equity content
S&P Global Ratings has assigned “intermediate” equity content to the Capital Notes. Where such equity content is
assigned, S&P Global Ratings will consider that the Capital Notes comprise 50% equity when calculating its
f
inancial ratios for Chorus*.
The equity content is expected to fall to 0% from 6 June 2031.
Moody’s Investors Service,
Inc has assigned Basket ‘M’ equity treatment. Where such equity treatment is assigned,
Moody’s Investors Service, Inc will consider that the Capital Notes comprise 50% equity when calculating its
financial ratios for Chorus.
The equity content is
expected to fall to 0% from 6 June 2046.
Capital structureChorus believes that hybrid securities such as the Capital Notes that are assigned an equity content are an effective
capital management tool. Chorus intends to maintain such instruments as a key feature of its capital structure
going forward.
Credit ratingsChorus issuer credit ratingCapital Notes issue credit rating
S&P Global RatingsBBB (Stable)BB+
Moody’s Investors Service, IncBaa2 (Stable)Baa3
S&P Global Ratings’ issue credit rating of the Capital Notes is two notches below S&P Global Ratings’ issuer
credit rating for Chorus. One notch is deducted due to the Capital Notes being subordinated and a second
notch due to the potential for interest payments to be deferred.
Moody’s Investors Service, Inc’s issue credit rating of the Capital Notes is Baa3. This is one notch below Moody’s
Investors Service, Inc’s issuer credit rating for Chorus.
A credit rating is an independent opinion of the capability and willingness of an entity to repay its debts (in other
words, its creditworthiness). It is not a guarantee that the financial product being offered is a safe investment. A credit
rating should be considered alongside all other relevant information when making an investment decision.
A credit rating is not a recommendation by any rating organisation to buy, sell or hold Capital Notes. The above
issuer credit ratings are current as at the date of this Terms Sheet and may be subject to suspension, revision or
withdrawal at any time by the assigning rating organisation.
* S&P will treat any amount exceeding its 15% hybrid capitalisation threshold as 100% debt in its adjusted credit metrics.
3Capital Notes - Indicative Terms Sheet
Issue amountUp to NZ$170 million.
The Offer is not underwritten.
Te rm 31 years (maturing 6 June 2056 (Maturity Date)) unless redeemed earlier.
Reset DatesThe First Reset Date for the Capital Notes is the date that is six years after the Issue Date (6 June 2031). There is
a further Reset Date every five years after that.
First Step-up Date6 June 2036 (11 years after the Issue Date) unless redeemed earlier.
Second Step-up Date6 June 2051 (26 years after the Issue Date) unless redeemed earlier.
Issue price and
Principal Amount
NZ$1.00 per Capital Note.
Interest RateThe Interest Rate will be fixed for an initial period of six years, after which it will be reset on each Reset Date (if
not redeemed prior).
The Interest Rate from the Issue Date until the First Reset Date (6 June 2031) will be the greater of:
• the sum of the 6 Year Benchmark Rate on the Rate Set Date (29 May 2025) plus the Initial Margin; and
• the Minimum Initial Interest Rate.
The initial Interest Rate and the Initial Margin will be announced by Chorus via NZX on or about the Rate Set Date.
If not redeemed prior, the Interest Rate to apply from the First Reset Date, and each subsequent Reset Date up
to (but excluding) the next Reset Date will be the sum of the 5 Year Benchmark Rate on the relevant Reset Date
plus the Applicable Margin.
The Applicable Margin means:
• from (and including) the First Reset Date to (but excluding) the First Step-up Date (6 June 2036), the Initial
Margin;
• from (and including) the First Step-up Date to (but excluding) the Second Step-up Date (6 June 2051), the
Initial Margin plus 0.25% per annum; and
• from (and including) the Second Step-up Date, the Initial Margin plus 1.00% per annum.
If not redeemed prior, when the Interest Rate is reset on a Reset Date, the new Interest Rate will be announced
by Chorus via NZX on or about the relevant Reset Date.
Minimum Initial
Interest Rate
5.50% per annum.
The Minimum Initial Interest Rate only applies to the determination of the initial Interest Rate. It does not apply
to the determination of the Interest Rate when it is reset on any Reset Date.
6 Year
Benchmark Rate
The mid-market NZD swap rate for a 6 year term commencing on the Issue Date, determined according to
market convention on the Rate Set Date, with reference to Bloomberg page ‘ICNZ4’ (or any successor page) and
expressed as a percentage rate per annum on a quarterly basis (rounded to two decimal places, if necessary,
with 0.005 rounded up).
5 Year
Benchmark Rate
The mid-market NZD swap rate for a 5 year term commencing on the relevant Reset Date (or if that is not
a Business Day, on the immediately following Business Day (unless that falls in the next calendar month, in
which case it shall instead be on the immediately preceding Business Day)), determined according to market
convention at or around 11.00am New Zealand time on the Reset Date, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) and expressed as a percentage rate per annum on a quarterly basis (rounded to
two decimal places, if necessary, with 0.005 rounded up).
Initial MarginThe indicative Initial Margin range for the Capital Notes is 2.10-2.25% per annum.
The actual Initial Margin for the Capital Notes (which may be above or below the indicative Initial Margin range)
will be determined by Chorus (in consultation with the Joint Lead Managers) through the Bookbuild and will be
announced by Chorus via NZX on or about the Rate Set Date.
Payment of interestInterest will be payable in equal amounts on each scheduled Interest Payment Date.
If the Capital Notes are redeemed on a date that is not a scheduled Interest Payment Date, the interest payable
on the date of redemption will be calculated on the basis of the number of days from (and including) the
previous Interest Payment Date to (but excluding) the date of redemption.
Interest payments will be made to the Noteholder on the relevant Record Date.
4Capital Notes - Indicative Terms Sheet
Interest Payment DatesInterest is scheduled to be paid quarterly in arrear on 6 March, 6 June, 6 September and 6 December in each
year during the term of the Capital Notes and on the date on which the Capital Notes are repaid. Interest
accrues on the Capital Notes from (and including) the Issue Date until (but excluding) the date on which they
are redeemed.
The First Interest Payment Date is 6 September 2025.
Discretionary deferral
of interest
Chorus may, in its absolute discretion, defer any payment of interest on the Capital Notes for up to five years.
If any interest payment is deferred, the unpaid interest will remain owing and will itself bear interest.
Chorus’ right to defer interest does not apply to interest that is due to be paid on the Maturity Date or on any
other date on which Chorus has elected to redeem Capital Notes.
Deferral of interest is not an Event of Default.
See section 3 of the PDS (Terms of the Offer) for more information.
Distribution Stopper While any unpaid interest is outstanding, Chorus must not:
• pay any dividend on, or make any other distribution in respect of, any of their ordinary shares or any of their
other securities or obligations that rank, in liquidation, pari passu or after the Capital Notes; or
• acquire, redeem or repay any of their ordinary shares or any of their other securities that rank, in liquidation, pari
passu or after the Capital Notes (or provide financial assistance for the acquisition of such shares or securities).
These are the “Restrictions on Deferral”.
See section 3 of the PDS (Terms of the Offer) for more information.
Optional early
redemption by Chorus
Chorus may choose to redeem the Capital Notes early in certain circumstances.
Chorus may choose to redeem all or some of the Capital Notes:
• on any date falling in the period of three months prior to the First Reset Date;
• on any Reset Date;
• on any Interest Payment Date after a Reset Date; or
• at any time if a Tax Event or Rating Agency Event occurs.
Chorus may choose to redeem all (but not some only) of the Capital Notes at any time if there are less than
100 million Capital Notes on issue.
If Chorus chooses to redeem some (but not all) of the Capital Notes early, at least 100 million Capital Notes
must remain outstanding after the partial redemption. Any partial redemption will be done on a proportionate
basis but may include adjustments to take account of the effect on marketable parcels and other logistical
considerations.
See section 3 of the PDS (Terms of the Offer) for more information.
Mandatory redemptionChorus must redeem all the Capital Notes on the Maturity Date.
If an Event of Default occurs and is continuing, the Supervisor may (and must if directed by a Noteholder
Extraordinary Resolution) declare the Principal Amount and any accrued interest of the Capital Notes due and
payable.
Tax EventIn summary, a Tax Event will occur if Chorus receives an opinion from a reputable legal counsel or other
reputable tax adviser that, as a result of an amendment, change or clarification of the legislation, regulation,
etc., the interest payments on the Capital Notes would no longer be fully deductible for tax purposes.
Rating Agency EventIn summary:
• Chorus receives notice from a Rating Agency that, as a result of a change of criteria, the Capital Notes will
no longer have the same equity content classification from that Rating Agency as they had immediately
prior to the change in criteria; or
• Chorus ceases to hold an issuer credit rating from at least one Rating Agency.
Rating AgencyS&P Global Ratings or Moody’s Investors Service, Inc.
5Capital Notes - Indicative Terms Sheet
Events of DefaultIn summary:
• Chorus fails to pay any deferred interest (plus all accrued but unpaid interest on the deferred interest) by the
fifth anniversary of its original deferral and such non-payment is not remedied within three Business Days;
• Chorus fails to comply with the Restrictions on Deferral;
• Chorus fails to pay any amount required to be paid on the redemption of the Capital Notes and such non-
payment is not remedied within two Business Days; or
• an insolvency event of Chorus occurs.
Amount payable
on redemption or
purchase
If the Capital Notes are redeemed:
• on the Maturity Date;
• on any date falling in the period of three months prior to the First Reset Date;
• following an Event of Default;
• on a Reset Date; or
• at any time if a Tax Event occurs or there are less than 100 million Capital Notes on issue,
Noteholders will receive an amount equal to the Principal Amount ($1.00), any Unpaid Interest and all accrued
but unpaid interest for each Capital Note repaid or purchased.
If the Capital Notes are redeemed:
• on any Interest Payment Date after a Reset Date; or
• at any time if a Rating Agency Event occurs,
Noteholders will receive an amount equal to the greater of:
• the Principal Amount, any Unpaid Interest and all accrued but unpaid interest; or
• the market price of the Capital Note (as determined in accordance with the Supplemental Deed) which will
include accrued interest at the relevant time,
for each Capital Note repaid.
Record DateIn relation to payments of interest, the close of business on the 10
th
day before the relevant scheduled Interest
Payment Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day). If at any time the
Record Date is not a Business Day, then the Record Date will be the immediately preceding Business Day.
Minimum application
amount
NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer restrictionsCapital Notes may only be transferred in aggregate Principal Amount multiples of NZ$1,000 and after any
transfer the transferor and the transferee must each hold Capital Notes with an aggregate Principal Amount of
no less than NZ$5,000, or no Capital Notes.
NZX Debt Market
quotation
Chorus intends to have the Capital Notes quoted on the NZX Debt Market. NZX ticker code CNU050 has been
reserved for the Capital Notes.
NZX takes no responsibility for the content of this Terms Sheet or the PDS.
NZX is a licensed market operator and the NZX Debt Market is a licensed market under the Financial Markets
Conduct Act 2013.
ISINNZCNUDT007C7
Business DaysA day (other than a Saturday or Sunday) on which banks are generally open for business in Auckland and
Wellington.
If a payment date is not a Business Day, Chorus will make payment on the next Business Day, but no adjustment
will be made to the amount of interest payable.
Governing lawNew Zealand.
Who may apply for
Capital Notes
Only clients of the Joint Lead Managers and other Primary Market Participants and approved financial
intermediaries invited to participate in the Bookbuild can apply for the Capital Notes.
Securities RegistrarComputershare Investor Services Limited.
SupervisorThe New Zealand Guardian Trust Company Limited.
6Capital Notes - Indicative Terms Sheet
ArrangerForsyth Barr Limited.
Joint Lead ManagersBank of New Zealand and Forsyth Barr Limited.
BrokerageChorus will pay retail brokerage of 0.50% and firm allocation fees of 0.50% to Primary Market Participants and
approved financial intermediaries (as applicable).
Selling restrictionsThe PDS only constitutes an offer of Capital Notes in New Zealand.
Chorus has not taken and will not take any action which would permit a public or regulated offering of Capital
Notes, or possession or distribution of any offering material in respect of the Capital Notes, in any country or
jurisdiction other than New Zealand.
The Capital Notes 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.
Non-relianceThis Terms Sheet does not constitute a recommendation by the Arranger, the Joint Lead Managers, the
Supervisor or any of their respective directors, officers, employees, agents or advisers to subscribe for, or
purchase, any of the Capital Notes.
The Arranger, the Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. None of the Arranger, the Joint Lead Managers, the Supervisor nor their
respective directors, officers, employees, agents or advisers gives any warranty or representation that this
Terms Sheet is accurate or reliable and they take no responsibility for it.
7Capital Notes - Indicative Terms Sheet
Key dates
Lodgement of replacement PDS Friday, 23 May 2025
Opening DateMonday, 26 May 2025
Closing DateThursday, 29 May 2025 at 11.00am
Rate Set DateThursday, 29 May 2025
The initial Interest Rate and Initial Margin for the Capital Notes will
be determined and announced on this date.
Issue Date and allotment dateFriday, 6 June 2025
Expected date of initial quotation and trading
of the Capital Notes on the NZX Debt Market
Monday, 9 June 2025
First Reset Date6 June 2031
First Step-up Date6 June 2036
Second Step-up Date6 June 2051
Maturity Date6 June 2056
The Opening Date and the Closing Date may change. Chorus has the right in its absolute discretion to change the Opening
Date and/or the Closing Date to be earlier or later. If Chorus changes the Opening Date and/or the Closing Date, the changes
will be announced as soon as reasonably practicable by Chorus via NZX. If the Closing Date is changed, other key dates may
be changed accordingly.
Chorus reserves the right to cancel the Offer and the issue of the Capital Notes.
8Capital Notes - Indicative Terms Sheet
Other information
Contact details
Arranger and Joint Lead Manager
Forsyth Barr Limited
Level 22, NTT Tower
157 Lambton Quay
Wellington 6011
Phone: 0800 367 227
Legal advisers to Chorus
Chapman Tripp
Level 34/15 Customs Street West
Auckland 1010
Issuer
Chorus Limited
Level 10, 1 Willis Street
Wellington 6011
PO Box 632
Wellington 6140
Phone: 0800 600 100
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
Phone: +64 9 488 8700
Supervisor
The New Zealand Guardian Trust Company Limited
Level 6, 191 Queen Street
Auckland 1010
The terms and conditions of the Capital Notes are set out in
the Trust Deed, as supplemented by the Supplemental Deed.
Noteholders are bound by, and are deemed to have notice of,
the Trust Deed, as supplemented by the Supplemental Deed.
You can obtain a copy of the Trust Deed and Supplemental
Deed from the Disclose Register at www.disclose-register.
companiesoffice.govt.nz (offer number OFR13938).
Before making any investment decision, you should consider
the suitability of an investment in the Capital Notes in light
of your individual risk profile for investments, investment
objectives and personal circumstances (including financial
and taxation issues) and consult your financial advice provider.
Joint Lead Manager
Bank of New Zealand
Level 6, BNZ Place
80 Queen Street
Auckland 1010
Phone: +64 9 924 9602
9Capital Notes - Indicative Terms Sheet
Directory
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
Phone: +64 800 600 100
AUSTRALIA
C/– MUFG Corporate Governance Pty Limited
Level 41, 161 Castlereagh Street,
Sydney, NSW 2000, Australia
Phone: +61 2 8280 7355
https://company.chorus.co.nz/investors/services/bond-and-noteholders
ARBN 152 485 848
---
CAPITAL NOTES OFFER MAY 2025
1
Joint Lead Managers:
CAPITAL NOTES OFFER MAY 2025
Disclaimer
2
Please read carefully before the rest of this presentation
This presentation has been prepared by Chorus Limited (“Chorus” or the “Issuer”) in relation to the offer of unsecured, subordinated, redeemable,
cumulative, interest-bearing capital notes described in this presentation (“Capital Notes”). The offer of the Capital Notes is made in the replacement product
disclosure statement dated 23 May 2025 (“PDS”), which has been lodged in accordance with the Financial Markets Conduct Act 2013 (“FMCA”). The PDS is
available through https://disclose-register.companiesoffice.govt.nz/or by contacting Bank of New Zealand or Forsyth Barr Limited (“Joint Lead Managers”)
or any other Primary Market Participant, and must be given to investors before they decide to acquire any Capital Notes. No applications will be accepted or
money received unless the applicant has been given the PDS. Capitalised terms used but not defined in this presentation have the meanings given to them in
the PDS.
Investors should carefully consider the features of the Capital Notes which differ from the features of a standard senior bond. Those features include the ability
of Chorus to defer interest, optional redemption rights for Chorus, margin step-ups and the subordinated nature of the Capital Notes.
Application has been made to NZX for permission to quote the Capital Notes 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 PDS 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.
None of the Joint Lead Managers or The New Zealand Guardian Trust Company Limited (“Supervisor”) or any of their respective directors, officers, employees,
affiliates or agents have independently verified the information contained in this presentation. To the maximum extent permitted by law, none of Chorus,
Forsyth Barr Limited (“Arranger”), the Joint Lead Managers, the Supervisor, their respective directors, officers, employees, shareholders, affiliates, agents or
any other person: (a) accept any responsibility or have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault
or negligence) arising from this presentation or its contents or any information supplied in connection with it; (b) authorised or caused the issue of, or made
any statement in, any part of this presentation; and (c) make any representation, recommendation or warranty, express or implied regarding the origin,
validity, accuracy, reasonableness or completeness of any statement or opinion contained in this presentation.
The offer of Capital Notes is being made only in New Zealand. The distribution of this presentation, and the offer or sale of the Capital Notes, may be restricted
by law in certain jurisdictions. Persons who receive this presentation outside New Zealand must inform themselves about and observe all such restrictions.
CAPITAL NOTES OFFER MAY 2025
3
Disclaimer
This presentation:
Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known and unknown risks,
uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual results to differ materially from those contained in
this presentation.
Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.
Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX and ASX listing rules, Chorus is not under any
obligation to update this presentation, whether as a result of new information, future events or otherwise.
Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2024 and NZX and ASX market releases.
Includes non-GAAP financial measures including "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and therefore may
not be comparable to similar financial information presented by other entities. They should not be used in substitution for, or isolation of, Chorus' audited
consolidated financial statements. Chorus monitors “EBITDA” as a key performance indicator and believes it assists investors in assessing the performance
of the core operations of Chorus’ business. “EBITDA” is reconciled in the Notes on page 11 of the HY25 half year financial statements.
Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or omissions.
Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are made as to the
accuracy or completeness of such information.
This presentation does not constitute investment advice or a securities recommendation and has not taken into account any particular investor’s
investment objectives or other circumstances. Investors are encouraged to make an independent assessment of Chorus and the Capital Notes.
Note that references made to $ within this presentation refer to New Zealand dollars (NZD).
CAPITAL NOTES OFFER MAY 2025
New Zealand's largest fixed
line communications
infrastructure business
Table of Contents
Business overview
Our market context
Fast track to all-fibrefuture
Financial highlights
Transaction summary
Appendices
5-7
8-13
14-18
19-21
22-29
30-38
4
CAPITAL NOTES OFFER MAY 2025
Introducing Chorus
New Zealand’s largest fixed line communications business
•Chorus (CNU) is dual listed on ASX and NZX
•~NZ$3.5bn market cap at 22 May 2025
•strong operating cash flow and financial performance
oEBITDA NZ$700m (FY24)
•proven maintenance of investment grade credit rating
oS&P “BBB” stable; Moody’s “Baa2” stable
•wholesale-only business with ~90 retail service provider customers
•Chorus fibre passes 1.5m addresses, built under public-private-partnership
•~72% uptake today, striving for 80% fibre uptake by 2030
•regulated asset base and revenue cap regime on fibre
•copper network retirement enabling removal of legacy costs
•exploring market adjacencies to leverage our infrastructure assets
•COVID and economic slowdown has proven fibre’s utility value
Key credit highlights
5
•financial flexibility via NZ$450m bank facility and multi-currency bond
programmes (EMTN, AMTN and NZD retail)
CAPITAL NOTES OFFER MAY 2025
New Zealand’s largest digital infrastructure ‘neutral host’
NATIONAL REACH
~22,000km
TRANSPORT FIBRE
400Gbps
400Gbps CAPABLE DWDM
TRANSPORT NETWORK
51
POINTS OF
INTERCONNECT
EXTENSIVE
GEOGRAPHIC
DIVERSITY
62
MESH NODES
400Gbps CAPABLE
80
CORE NODES WITH
FULL DIVERSITY
ACCESS
~180,000km
ACCESS FIBRE
1-10Gbps
LAYER 2 ACCESS
PRODUCTS
DIVERSE POINT-TO-POINT
FIBRE ROUTES
EXTENSIVE ASSET BASE
~60,000km
NATIONWIDE DUCT
NETWORK
200,000
POLES
14,600
ROADSIDE CABINETS
~600
EXCHANGES
(4 EDGECENTRES)
~200,000+ km of total fibre
Connecting
~90
RETAIL SERVICE PROVIDERS
1.2m
HOMES AND BUSINESSES
3,400
MOBILE CELLSITES
2,000+
SMART LOCATIONS
6
CAPITAL NOTES OFFER MAY 2025
7
Our Road to 2030
Growth, Simplicity & Efficiency
PURPOSE
ASPIRATION
BUSINESS
MODEL
CORE
COMPETENCIES
STRATEGIC
PILLARS &
PRIORITIES
Unleashing potential through connectivity. Enabling better futures for Aotearoa
Simplified all fibre business with 80% uptake by 2030
Efficient Network
Operator
Market
Challenger
Infrastructure
Player
Tangible Assets
Regulatory
Management
Go-to-Market
L
Lead
Expand
A
Adapt
P
Pioneer
E
Leading fibre
uptake
Expand
new revenues
Achieve operational
excellence
Pioneer an
all-fibre business
CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
8
Our market
context
CAPITAL NOTES OFFER MAY 2025
9
The New Zealand broadband market
0
500,000
1,000,000
1,500,000
2,000,000
NZ broadband market – by retailer
SparkOne
2degrees (incl Vocus)Mercury (incl Trustpower)
ContactOthers
-
500,000
1,000,000
1,500,000
2,000,000
NZ broadband market – by technology
Chorus xDSLChorus mass market fibre
Chorus premium fibreLocal fibre companies (UFB)
Other fibre networksOne cable
Fixed (mobile) wirelessLegacy fixed wireless, satellite
Source: IDC
39%33%
24%
19%
19%
19%
5%
8%
5%
14%
16%
17%
54%
19%
4%
28%
39%
15%
12%
CAPITAL NOTES OFFER MAY 2025
10
Record data use and more peak events
•
monthly average data usage on fibre increased strongly to 642GB in March 2025 (June 2024: 623GB)
•
the proportion of fibre connections using more than 1 terabyte of data was 17% (FY24: 16%)
•
HY25 average daily peak traffic 10% higher than HY24
•
10 peak traffic events in HY25 vs 4 in HY24
Daily peak traffic on fibre network, July-December
289
642
0
100
200
300
400
500
600
700
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
Sep-24
Dec-24
Mar-25
CopperFibre
Data
usage
(GB)
* includes upstream traffic
Monthly average data usage per connection*
CAPITAL NOTES OFFER MAY 2025
11
CAPITAL NOTES OFFER MAY 2025
12
• 72% fibre uptake across Chorus fibre area as at Q3 FY25 (target: 80% by 2030)
• 1.1m total fibre connections, with slowing tailwind from copper migration
• growing fibre footprint with 1,525,000 addresses passed
Fibre growth has continued in slower market
29
21
15
-18
-15
-10
-9
-7
-7
-30
-20
-10
0
10
20
30
HY24H2 FY24HY25
Change in mass market connections
in Chorus fibre area (’000s)
FibreCopper broadbandCopper voice
%
uptake
Fibre
connections
Fibre uptake in Chorus fibre area (% of addresses passed)
70.4
70.6
70.8
71
71.2
71.4
71.6
71.8
72
72.2
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
31-Mar-24 30-Jun-24 30-Sep-24 31-Dec-24 31-Mar-25
Fibre connectionsInactive fibre sockets
Addresses passedFibre uptake (%)
CAPITAL NOTES OFFER MAY 2025
13
Offnet demand drives majority of continued 50Mbps growth
•
Home Fibre Starter (50Mbps) connections grew by net 9k connections to 77k in Q3 FY25; 66% of
gross adds were from new fibre connections or offnet (up 4% from Q2 FY24), 25% were from higher
speed plans, and 9% from legacy 50Mbps plans
•
1Gbps+ residential connections grew 2k in Q3 FY25 and comprise 25% of residential plans
•
business 500Mbps+ connections grew by 6k in Q3 FY25, driven by simplification of business plans as
at Q3 FY25
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
Mar-24 Jun-24 Sep-24 Dec-24 Mar-25
Residential
2Gbps+1Gbps300Mbps200Mbps
100Mbps<100MbpsVoice
0
20,000
40,000
60,000
80,000
100,000
Mar-24 Jun-24 Sep-24 Dec-24 Mar-25
Business
2Gbps+1Gbps500Mbps300Mbps
200Mbps100Mbps<100MbpsVoice
61%
25%
32%
61%
CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
14
Fast track to
an all-fibre
future
CAPITAL NOTES OFFER MAY 2025
15
• infrastructure revenues $77m in HY25 (target: annual $180m-$200m by 2030)
• ‘greenfield’ property activity stabilising back at pre-Covid levels (~20k-25k lots p.a.)
• steady growth in data connectivity demand (e.g. smart locations, mobile backhaul, EdgeCentre)
• IoT: proof of value trials with councils/utilities
• Sub sea cable: feasibility work underway on trans-Tasman cable
Driving digital infrastructure revenue growth
CAPITAL NOTES OFFER MAY 2025
16
2028202720262025PQP2
allowances
$210.9m$208.0m$203.6m$197.0mOpex**
$260.0m$261.3m$290.6m$327.6mCapex***
2028202720262025PQP2 MAR
$1,079.7m$1,040.8m$1,001.0m$956.9mFinal MAR
•final maximum allowable revenue (MAR) decision (December 2024) defers $256m of core
fibre asset depreciation from price-quality period 2* (PQP2)
•we expect opening core regulated asset base (RAB) to grow from $4.99bn (Commission
forecast at 13 Dec 2024) to ~$5.4bn through PQP2, based on final capex allowances and core
asset depreciation
*PQP2 is the second regulatory period, determined by the Commission on 28 February 2023 as the 4-year
period from 1 January 2025 to 31 December 2028
** opex allowance excludes ~$20m p.a. of pass-through costs included in MAR. Chorus expects to add $10m-
$20m opex p.a. (to be recovered via wash-up) as copper shuts down in CNU fibre areas
*** capex allowance may increase subject to installation demand and any future incentive proposal
Regulatory certainty on fibre to 2029
CAPITAL NOTES OFFER MAY 2025
17
• shutdown of copper in Chorus fibre areas now expected by end FY26; fewer than 19k lines in service
• 24% reduction in non-fibre area copper lines since Q3 FY24 (target: copper shutdown by 2030)
• Chorus’ ~10k premises fibre rollout is reducing copper further with 2.5k premises ready for service
and 700 connected to date (4.5k expressions of interest)
• Commerce Commission draft recommendation that regulation of copper voice and broadband
services is no longer needed to promote competition. Final report due to Government by end of 2025
Copper retirement is coming into focus
55,000
19,000
22,000
13,000
99,000
75,000
Q3 FY24Q3 FY25
Remaining copper lines
CNU fibre areaLFC fibre areaNon-fibre area
0
2
4
6
8
10
12
Chorus UFB LFC UFB Rest of NZ (non
UFB)
Copper – reactive fault spend by area
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25
$m
-39%
176,000
107,000
CAPITAL NOTES OFFER MAY 2025
18
Fibre enables a more resilient future
• fibre broadband has a much lower fault rate than copper (~5% vs ~30% per annum) and is widely
recognised as the most energy efficient broadband technology
• Chorus carried 8% more data traffic in FY24, but reduced electricity usage by 3% by removing legacy
equipment
• reduced electricity use and ~87% renewable generation in the NZ electricity grid (March 2024) saw our
FY24 Scope 1 & 2 emissions reduce by 39% against our FY20 base year (target = 62% reduction by
FY30)
CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
19
Financial
highlights
CAPITAL NOTES OFFER MAY 2025
20
FY24 overview
CAPITAL NOTES OFFER MAY 2025
21
($m)As at 31 Dec 2024
2,774Borrowings
314+ PV of crown debt securities
(senior portion)
166+ Net leases payable
3,254Sub total
83- Cash
3,171Total net debt
4.54xNet debt/EBITDA*
Leverage: 4.54x net debt/EBITDA
200
500
200
514
820
325
85
105
167
210
85
112
207
364
0
100
200
300
400
500
600
700
800
900
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Crown equity securitiesCrown debt securities
AUD MTNEUR MTN
NZ Bond
NZ $M
Term debt maturity profile
prior periods ND/EBITDA: HY24 4.56x; FY24 4.42x
ratings agency thresholds: S&P 5.0x, Moody’s 5.25x
financial covenants require senior debt ratio to be no greater than 5.5x
borrowings increased $105m from $2,669m (FY24)
oLong-term bank facilities of $450m ($215m drawn)
o~70% of interest rate exposure fixed for 3 years
*based on S&P and bank covenant methodologies
CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
22
Transaction
summary
CAPITAL NOTES OFFER MAY 2025
23
Key terms of the Capital Notes
* Application has been made to NZX for permission to quote the Capital Notes on the NZX Debt Market and all the requirements of NZX relating thereto have
been complied with on or before the distribution of the PDS have been duly complied with. However, NZX accepts no responsibility for any statement in the PDS
or this presentation. NZX is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA
Chorus Limited (“Chorus”)
Issuer
Unsecured, subordinated, redeemable, cumulative, interest-bearing debt securities
Description
Proceeds of the offer will be used to fund the partial repayment and redemption of the Crown Funding Securities due 30 June 2025
Purpose
Chorus is the issuer and the sole obligor in respect of the Capital Notes. No other person guarantees the Capital Notes
No guarantee
The Capital Notes will rank equally among themselves and will be subordinated to all other indebtedness of Chorus, other than indebtedness expressed to
rank equally with, or subordinated to, the Capital Notes
Ranking
Capital Notes issue credit ratingChorus issuer credit rating
Credit ratings
BB+BBB (Stable)S&P Global Ratings (“S&P”)
Baa3Baa2 (Stable)Moody’s Investors Service, Inc (“Moody’s”)
S&P’s issue credit rating of the Capital Notes is two notches below S&P’s issuer credit rating for Chorus. One notch is deducted due to the Capital Notes
being subordinated and a second notch due to the potential for interest payments to be deferred
Moody’s issue credit rating of the Capital Notes is Baa3. This is one notch below Moody’s issuer credit rating for Chorus
Up to $170m
Issue amount
31 years (maturing 6 June 2056)
Term
6 June 2031 and every 5 years thereafter
Reset Dates
On any date falling in the period of 3 months prior to the First Reset Date, any Reset Date, any Interest Payment Date after a Reset Date, or at any time if a
Tax Event or Rating Agency Event occurs or if there are less than 100m Capital Notes on issue
Optional early
redemption by Chorus
The initial Interest Rate until the First Reset Date will be set following a bookbuild on 29 May 2025 as the sum of the 6 Year Benchmark Rate on the Rate
Set Date plus the Initial Margin, subject to the Minimum Initial Interest Rate
If not redeemed earlier, on each Reset Date the Interest Rate will be reset to the 5 Year Benchmark Rate on the relevant Reset Date plus the Applicable
Margin
Interest Rate
Payment of interest can be deferred at any time for up to five years at the sole discretion of Chorus, with a distribution stopper in place while any unpaid
interest remains outstanding
Deferred interest is cumulative
Discretionary deferral
of interest
It is expected the Capital Notes will be quoted under the ticker code CNU050 on the NZX Debt Market
Quotation*
CAPITAL NOTES OFFER MAY 2025
24
Interest payments
Interest deferral
An interest payment may be deferred at Chorus’ discretion for up to
5 years
If deferred, the unpaid interest will remain owing and will itself
accrue interest at the prevailing Interest Rate on the Capital Notes
(in aggregate, the “Unpaid Interest”)
If there is any Unpaid Interest outstanding, Chorus shall not:
•pay any dividends, distributions or payments of interest on any
shares or securities ranking in liquidation pari passu with or after
the Capital Notes; or
•acquire, redeem or repay any share or other security ranking in
liquidation pari passu with or after the Capital Notes (or provide
financial assistance for the acquisition of such shares or
securities)
Interest Rate
The Initial Margin and Interest Rate for the period until the First
Reset Date (6 June 2031) will be set following the Bookbuild
If not redeemed prior, the Interest Rate to apply following the First
Reset Date will be the sum of the 5 Year Benchmark Rate on the
relevant Reset Date plus the Applicable Margin
The Applicable Margin means:
•from the First Reset Date to the First Step-up Date (6 June 2036),
the Initial Margin
•from the First Step-up Date to the Second Step-up Date (6 June
2051), the Initial Margin plus 0.25% per annum
•from the Second Step-up Date, the Initial Margin plus 1.00% per
annum
CAPITAL NOTES OFFER MAY 2025
25
Issuer redemption rights
The redemption price will be:
If redemption is on the Maturity Date, following an Event of Default,
on a Reset Date, on any date falling in the period of 3 months prior
to the First Reset Date, where there are less than 100m Capital
Notes on issue or due to the occurrence of a Tax Event:
i) the Principal Amount plus Unpaid Interest plus accrued interest
If redemption occurs on any Interest Payment Date after a Reset
date, or due to the occurrence of a Rating Agency Event, the higher
of:
i) the Principal Amount plus Unpaid Interest plus accrued interest;
and
ii) the market price, which will include accrued interest
A partial redemption will be permitted only to the extent there will
be at least 100m Capital Notes outstanding after the partial
redemption
Chorus must redeem all the Capital Notes on the Maturity Date
The Supervisor may elect (and must elect if directed by a Noteholder
Extraordinary Resolution) to demand repayment of all the Capital
Notes early if an Event of Default occurs which is continuing
Chorus also has a right to redeem all or some Capital Notes:
(i) on any Reset Date
(ii) on any date falling in the period of 3 months prior to the First
Reset Date
(iii) on any Interest Payment Date after a Reset Date
(iv) at any time if a Tax Event or Rating Agency Event occurs
Chorus may also elect to redeem all Capital Notes at any time if
there are less than 100m Capital Notes on issue
CAPITAL NOTES OFFER MAY 2025
26
Early redemption drivers
2046- Year 212051- Year 262031 -Year 62036- Year 11
•Capital Notes are redeemable at
par whereas any subsequent call
between Reset Dates will be at
the higher of par and market
value (unless less than 100m
Capital Notes on issue or due to
the occurrence of a Tax Event)
•S&P equity content expected to
fall to minimal (0%), S&P treats
the Capital Notes as 100% debt
in Chorus’ financial ratios
•The outcomes of not redeeming
are not consistent with the
rationale for the issue
•First Step-up Date, after which
the margin will increase by
0.25% (Applicable Margin =
Initial Margin plus 0.25%)
•Moody’s equity content
expected to fall to 0%, Moody’s
treats the Capital Notes as
100% debt in Chorus’ financial
ratios
•Second Step-up Date, after
which the margin will increase
by 0.75% (Applicable Margin =
Initial Margin plus 1.00%)
•Notwithstanding these early redemption drivers, Chorus considers that hybrid securities that are ascribed equity content, such as the Capital Notes,
will be a key feature of its capital structure going forward
•As such, if Chorus chooses to redeem the Capital Notes early, current expectation is that equivalent replacement securities would be issued to fund
that redemption
CAPITAL NOTES OFFER MAY 2025
27
Chorus Capital Note vs Contact Energy capital bond - summary
1. Expected
2. CEN060 and CEN090 capital bonds currently quoted on NZX Debt Market
3. S&P will treat any amount exceeding its 15% hybrid capitalisation threshold as 100% debt in its adjusted credit metrics
Note this is a high-level summary only, and does not purport to set out or compare all key terms of these issuances
Contact Energy capital bonds
2
Chorus Capital Notes
Unsecured and subordinatedUnsecured and subordinated
Ranking
QuarterlyQuarterly
Interest payments
YesYes
Interest deferral
YesYes
Distribution Stopper
YesYes
Cumulative
30 years31 years
Term
5 years6 years
First Reset Rate
Intermediate (S&P) - 50%
Intermediate
3
(S&P) - 50%
Basket 'M' (Moody’s) - 50%
Equity content
Single step-up:
•0.25% at year 5
Two step-ups:
•0.25% at year 11; plus
•0.75% at year 26 (cumulative 1.00% above Initial Margin)
Step-ups
S&P - year 10
1
S&P - year 6
1
Moody's - year 21
1
Equity content cliff
S&P - BB+
S&P - BB+
Moody's - Baa3
Issue credit ratings
Reset Date, Tax Event, Rating Agency Event, any Interest Payment
Date after Reset Date, <100m on issue
Reset Date, Tax Event, Rating Agency Event, any Interest Payment
Date after Reset Date, <100m on issue, on any date during the
period falling 3 months prior to First Reset Date
Issuer early redemption
rights
YesNo
Election process
CAPITAL NOTES OFFER MAY 2025
28
Ranking of Capital Notes
1. Amounts shown above are indicative based on the financial position of Chorus as at 31 December 2024, adjusted for the issue of the Capital Notes and the repayment and redemption of the Crown Funding Securities due 30 June 2025.
They are subject to rounding adjustments
2. Liabilities that may, depending on the source of payment, rank above the Capital Notes on liquidation include employee entitlements for unpaid salaries and wages, holiday pay and bonuses, and PAYE, and amounts owing to the Inland
Revenue for unpaid taxes and goods and services tax. There are typically other liabilities which are preferred by law or secured, including enforcement costs and similar, which arise when a company is in liquidation which are not possible
to foresee and cannot therefore be quantified
3. Assuming $170m of Capital Notes are issued under the Offer. If less than $170m of Capital Notes are issued, the amount of the shortfall may be reflected in a higher amount for Chorus’ “Other subordinated liabilities” and/or
“Unsubordinated and unsecured liabilities”
4. The amount of equity stated above includes an amount in relation to Chorus’ existing quoted equity securities (i.e., Chorus’ ordinary shares which are quoted on the NZX Main Board)
Amount
1
Type of liability/equity
Ranking on
liquidation
$19m
$0m
$3,088m
Liabilities preferred by law (for example, Inland Revenue for certain unpaid taxes)
2
Other borrowings secured over assets of Chorus
Unsubordinated and unsecured liabilities, including Chorus’ bank debt, NZX-listed senior
bonds, Euro Medium Term Notes and Australian Medium Term Notes, and the Senior Portion
of the Crown Funding Debt Securities
Liabilities that rank
above the Capital
Notes
Higher ranking
/ Earlier
priority
Lower ranking
/ Later priority
$170mCapital Notes
3
Liabilities that rank
equally with the
Capital Notes
$253mSubordinated Portion of the Crown Funding Debt SecuritiesLiabilities that rank
below the Capital
Notes
$768mOther subordinated liabilities (Crown Funding Equity Securities)
$662mShares, reserves and retained earningsEquity
4
CAPITAL NOTES OFFER MAY 2025
29
Key information and timeline
Bookbuild process
Standard bookbuild process
NZX Firms, institutional investors and
other approved parties to be invited to
participate in the bookbuild process
No public pool
Minimum applications
$5,000 and multiples of $1,000
thereafter
Fees
Firm fees of 0.50%
Retail brokerage of 0.50%
Joint Lead Managers
Bank of New Zealand
Forsyth Barr
2025
2031
2036
2051
2056
6 June
6 June
6 June
6 June
Friday 23 May
Friday, 6 June
Thursday, 29 May
Monday, 26 May
Replacement PDS lodgement
Closing Date (11am)
Rate Set Date
Opening Date
Indicative pricing announced
Maturity Date
Issue Date
Monday, 9 June
Quotation Date
6 September
First Interest Payment Date
First Reset Date
S&P equity content expected to fall to 0%
First Step-up Date
2046
6 June
Moody’s equity content expected to fall to 0%
Second Step-up Date
CAPITAL NOTES OFFER MAY 2025CAPITAL NOTES OFFER MAY 2025
30
Appendices
CAPITAL NOTES OFFER MAY 2025
31
Market information
31 March
2025
31 Dec
2024
30 Sept
2024
30 June
2024
31 March
2024
31 Dec
2023
29,00034,00040,00045,00051,00057,000Baseband
copper
(no broadband)
39,00044,00049,00056,00062,00068,000Copper ADSL
(includes naked)
39,00044,00049,00055,00062,00068,000VDSL
(includes naked)
NM1,0001,0001,0001,0001,000Data services
(copper)
1,098,0001,089,0001,083,0001,074,0001,064,0001,052,000Fibre broadband
(GPON)
9,0009,0009,00010,00010,00010,000Fibre premium
(P2P)
1,214,0001,221,0001,231,0001,241,0001,250,0001,256,000Total
connections*
Copper connections
declined 16k in Q3 and
total 107k
Total fibre connections
grew 9k in Q3 and total
1,107k
*includes ~2,000 broadband connections Chorus is subsidising for lower socio-economic households
CAPITAL NOTES OFFER MAY 2025
32
Pricing update
NotesPrice before 1 Jan 2025Current wholesale priceFibre plan - consumer
$29.11$30.59Voice line
Wholesale price applies where retail price is $65.
50/10Mbps upgrades to 100/20Mbps from end FY25.
$35$38Home starter
50/10Mbps
$50.43$53.9650/10Mbps
100Mbps is anchor service.
300/100Mbps service upgrades to 500/100Mbps
from end FY25.
$53.54$56.28100/20Mbps
300/100Mbps
$61.86$66.191Gbps
$70$74.90Hyperfibre 2Gbps
$85$90.95Hyperfibre 4Gbps
$110$117.70Hyperfibre 8Gbps
NotesPrice before 16 Dec 2024 Current wholesale price Copper pricing
Annual CPI adjustment mid-December
2024
$38.21$39.03Copper line
$51.08$52.18Copper broadband
CAPITAL NOTES OFFER MAY 2025
33
Our regulatory framework
• Chorus is required to provide wholesale services to retailers on a non-discriminatory basis
• Chorus fibre access services, excluding fibre in other fibre company areas, operate under a
Regulated Asset Base (RAB) building blocks regime. The Commerce Commission sets a Maximum
Allowable Revenue (MAR) that includes a mechanism for revenue wash-ups and inflation and is
also used for electricity lines and gas network businesses.
• copper services can be withdrawn with 6 months’ notice in areas where fibre is available and the
Commerce Commission made a draft recommendation in March to deregulate copper services
where fibre is not available.
- XXX,
Areas where fibre is available
(~87% population)
•Chorus can withdraw copper services in
accordance with Copper Withdrawal Code
set by Commission
•a RAB building blocks regime with revenue
cap applies to specified fibre access services
outside of other fibre company areas
•the building blocks regime was first
introduced for 2022-2024, with settings for
the next period 2025-2028 just confirmed
Areas where fibre is not available
(~13% population)
•Chorus supplies copper fixed line services to
a diminishing customer base
•the Commerce Commission’s final
recommendation on copper deregulation is
due to government by end of 2025
•a Telecommunications Service Obligation
(TSO) for voice services applies to
residential addresses that existed in 2001
CAPITAL NOTES OFFER MAY 2025
34
Regulatory information
2028202720262025Final building blocks revenue components
($m, nominal)
266.1269.4270.4255.1Total return on capital
408.5404.3396.6384.6Return on assets (RAB x WACC), Core fibre assets
46.254.663.874.0Return on assets (RAB x WACC), Financial loss assets
-115.3-116.1-116.7-127.1Revaluations
5.96.06.06.0Ex-ante stranding allowance
-81.7-81.8-81.9-84.9Benefit of Crown finance
2.42.52.52.5TCSD allowance
210.9208.0203.6197.0Opex allowance
439.4450.8447.3452.8Total depreciation
328.3327.5310.0299.4Core fibre assets
111.1123.3137.2153.4Financial loss assets
101.628.30.00.0Tax allowance
-11.413.511.6-13.3In-period smoothing
1,006.6970.2932.8891.5Total building blocks revenue
21.420.820.219.6Pass-through costs
51.749.847.945.8Wash-up amount (smoothed)
1,079.71,040.81,001.0956.9TOTAL
CAPITAL NOTES OFFER MAY 2025
35
Income Statement
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
503507500Operating revenue
(156)(154)(154)Operating expenses
347353346
Earnings before interest, tax,
depreciation and amortisation
(EBITDA)
(228)(234)(235)Depreciation and amortisation
119119111Earnings before interest and
income tax
(107)(110)(109)Net interest expense
1292Net earnings before income tax
(7)(23)(7)Income tax expense
5(14)(5)Net (loss)/earnings
decline in legacy revenues offsetting fibre growth
legacy costs reducing, but savings partly offset by inflation
and spend to explore new revenue opportunities
$48m total depreciation across copper assets, up from
$45m in HY24 due to acceleration on copper related poles
weighted average interest rate on debt reduced from 5.8%
to 5.7% (includes accounting adjustments)
H2 FY24 included $15m non-cash expense from law change
for deductibility of tax depreciation on buildings
CAPITAL NOTES OFFER MAY 2025
36
Capex
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
Gross capex
1178894Sustaining capex*
115107105Discretionary growth capex
232195199Gross capex
(30)(25)(24)Less Third-party contributions**
202170175Net capex
*Sustaining capex is investment to maintain, replace or improve an existing asset.
** Third-party contributions included $2m of government grants that were applied
to the balance sheet for specific projects. Other contributions were recognised as
revenue.
117
88
94
115
107
105
0
50
100
150
200
250
H1 FY24H2 FY24H1 FY25
Sustaining vs growth capex
Sustaining capexGrowth capex
CAPITAL NOTES OFFER MAY 2025
37
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
RAB capex*
292645Extending the network – growth
817054Installations – growth
313327IT & Support - sustaining
392635Network capacity - sustaining
191618Network sustain & enhance - sustaining
199171179Gross RAB capex
(24)(15)(18)lessThird-party contributions**
175156161Net RAB capex
* HY25 unaudited. Final allocation for HY25 to be determined for 2025 Information Disclosure.
**Third-party contributions are deducted from capex when calculating the value of RAB assets
H1
FY24
$m
H2
FY24
$m
H1
FY25
$m
Non-RAB capex
142Copper - growth
1264Copper - sustaining
474Other - growth
16710Other - sustaining
332420Gross non-RAB capex
(6)(10)(6)less Third-party contributions
271414Net non-RAB capex
Capex split
CAPITAL NOTES OFFER MAY 2025
38
https://company.chorus.co.nz/sustainability
Sustainability
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