Precinct $25 million Share Purchase Plan Opens
Precinct Properties New Zealand Limited and
Precinct Properties Investments Limited Offer Document
Share Purchase Plan
15 October 2025
THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD READ THE WHOLE DOCUMENT BEFORE DECIDING WHETHER
TO SUBSCRIBE FOR SHARES. IF YOU HAVE ANY DOUBTS AS TO WHAT YOU SHOULD DO, PLEASE CONSULT YOUR
BROKER, FINANCIAL, INVESTMENT OR OTHER PROFESSIONAL ADVISOR.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This Offer Document does not constitute an offer of securities in any place outside New Zealand. In particular,
this document does not constitute an offer to sell, or a solicitation of any offer to buy, any shares in the United
States or in any jurisdiction in which such an offer or solicitation would be illegal. The offer and sale of the shares
referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933 (the
“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States and, accordingly,
such shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States or to any
person acting for the account or benefit of a person in the United States (to the extent such person is acting for
the account or benefit of a person in the United States). The New Stapled Shares (as defined herein) may only be
offered and sold to persons who are not in the United States and who are not acting for the account or benefit of
a person in the United States, in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act),
in reliance on Regulation S under the U.S. Securities Act.
Sole Arranger and Joint
Lead Manager
Joint Lead Managers
Important Information
General information
This Offer Document has been prepared by Precinct
Properties New Zealand Limited (“PPNZ”) and Precinct
Properties Investments Limited (“PPIL” and together with
PPNZ, “Precinct”) in connection with an offer of New
Stapled Shares under a Share Purchase Plan ("SPP"),
with the ability for Precinct to accept oversubscriptions
at its discretion (“Offer”). The Offer is made under the
exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013. This document is not a
product disclosure statement or prospectus and does not
contain all of the information which may be required in
order to make an informed investment decision about the
Offer or Precinct.
Additional information available under
continuous disclosure obligations
Precinct is subject to continuous disclosure obligations
under the Listing Rules. You can find market releases by
Precinct at www.nzx.com under the code “PCT”.
Precinct may, during the offer, make additional releases
to NZX. No release by Precinct to NZX will permit
an applicant to withdraw any previously submitted
application without Precinct’s consent, whether or not
there has been any permissible variation of the Offer.
The market price for the Stapled Shares may change
between the date this Offer opens, the date you apply
for Stapled Shares under the Offer, and the date on
which the Stapled Shares are allotted to you. Accordingly,
the price paid for Stapled Shares issued under the Offer
may be higher or lower than the price at which Stapled
Shares are trading on the NZX Main Board at the time
the Stapled Shares are issued under the Offer. The market
price of New Stapled Shares following allotment may be
higher or lower than the Issue Price.
Stapling and Non-Standard designation
Each of PPNZ and PPIL has been designated as a ‘Non-
Standard’ (NS) issuer by NZX due to the stapled nature
of PPNZ and PPIL shares. A copy of the NZX Regulation
Limited (NZ RegCo) waiver and ruling decision in respect
of PPNZ, PPIL and Precinct can be found atwww.nzx.com/
companies/PCT/documents. Further details of the NZX
Listing Rule waivers and rulings relating to stapling can
be found on page 37 of Precinct’s annual report for the
financial year ended
30 June 2025. See also “What are
the implications of investing in Stapled Shares” in Part 3
(“Questions and answers”).
Offering restrictions
This Offer Document is intended for use only in connection
with the Offer to Eligible Shareholders with a registered
address in New Zealand. This Offer Document does not
constitute an offer or invitation in any place in which, or to
any person to whom, it would not be lawful to make such
an offer or invitation.
This Offer Document may not be sent or given to any
person outside New Zealand. The distribution of this Offer
Document (including an electronic copy) outside New
Zealand may be restricted by law. In particular, this Offer
Document may not be distributed to any person, and the
New Stapled Shares may not be offered or sold, in any
country outside New Zealand.
Without limiting the foregoing, this Offer Document may
not be distributed or released in the United States. This
Offer Document does not constitute an offer to sell, or a
solicitation of any offer to buy, any New Stapled Shares in
the United States. The offer and sale of the New Stapled
Shares referred to in this Offer Document have not been,
and will not be, registered under the U.S. Securities Act of
1933 (U.S. Securities Act) or the securities laws of any state
or other jurisdiction of the United States and, accordingly,
such New Stapled Shares may not be offered, sold or
otherwise transferred, directly or indirectly, in the United
States or to any person acting for the account or benefit
of a person in the United States (to the extent such
person is acting for the account or benefit of a person
in the United States). The New Stapled Shares will only
be offered and sold to persons who are not in the United
States and who are not acting for the account or benefit
of a person in the United States, in “offshore transactions”
(as defined in Rule 902(h) under the U.S. Securities Act) in
reliance on Regulation S under the U.S. Securities Act.
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
02
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
to comply with such restrictions may contravene
applicable securities law. Precinct disclaims all liability to
such persons.
Changes to the Offer
Subject to the Listing Rules, Precinct reserves the right to
alter the dates set out in this Offer Document. Precinct
reserves the right to withdraw the Offer and the issue
of New Stapled Shares at any time before the Allotment
Date at its absolute discretion.
No guarantee
No guarantee is provided by any person in relation
to the New Stapled Shares to be issued under the
Offer. Likewise, no warranty is provided with regard to
the future performance of Precinct or any return on any
investments made pursuant to this Offer Document.
Decision to participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire New Stapled
Shares nor does it amount to financial product
advice. This Offer Document has been prepared without
taking into account the particular needs or circumstances
of any investor, including their investment objectives,
financial and/or tax position.
Privacy
Any personal information you provide online will be held
by Precinct and/or the Share Registrar at the addresses
set out in the Directory. This information will be used
for the purposes of administering your investment in
Precinct. This information will only be disclosed to third
parties with your consent or if otherwise required by
law. Under the Privacy Act 2020, you have the right
to access and correct any personal information held
about you.
Enquiries
Enquiries about the Offer can be directed to an NZX
Primary Market Participant, or your solicitor, accountant
or other professional advisor. If you have any
questions about how to apply online, please contact the
Share Registrar.
Defined terms
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at the
back of this Offer Document.
Share Purchase Plan
03
Letter from the Chair
15 October 2025
Dear Shareholders,
On behalf of the directors of Precinct, I am pleased to offer you the opportunity to participate in our Share Purchase Plan
(SPP). Eligible Shareholders have the opportunity to acquire New Stapled Shares in Precinct without incurring any brokerage
or other transaction costs.
The SPP is part of Precinct’s equity raising initiative announced on 13 October 2025, details of which can be found at
www.nzx.com under the ticker “PCT”. Precinct is targeting to raise $25 million through the SPP, with the ability to accept
oversubscriptions at its discretion, which will be in addition to the $285 million already raised by Precinct under the
Placement conducted on 13 October 2025.
Equity raising to fund growth
The proceeds from the equity raise will initially be used to reduce bank debt and will allow Precinct to:
•progress $3.7
1
billion of opportunities alongside capital partners, including committing to develop a new 638-bed
purpose-built student accommodation development at 256 Queen Street, Auckland;
•optimise the timing and approach to capital partnering to ensure value for Precinct shareholders is maximised; and
•maintain a balanced approach to gearing and liquidity management.
Precinct owns well-located quality assets, and we are trusted experienced managers of real estate, investment funds and
operating businesses. We have a proven track record of developing world-class real estate.
Leveraging concentrated ownership in strategic locations, Precinct has successfully evolved its portfolio since 2021, through
internalisation of its management, stapling and expansion of its investible universe. In 2022, Precinct launched its capital
partnering and living sector strategies, which have since become core components of our business. Entry into the living
sector marks a strategic pivot from core commercial office portfolio into residential development, which has subsequently
expanded to include purpose built student accommodation. This move was a natural extension of Precinct's expertise in
creating high quality, mixed-use urban precincts.
The Board is committed to ensuring Precinct continues to create value for our clients, partners and you, our shareholders.
This remains a priority for the business.
Structure of Equity Raise
The Board acknowledges that while the equity raise is not structured as a rights offer, the offer has been designed and
implemented in a manner that is consistent with the Board’s objective of ensuring fairness for all shareholders. Specifically,
the SPP provides nearly all Eligible Shareholders with the ability to maintain their pro-rata shareholding in Precinct if they
choose to participate. In addition, significant retail shareholders were invited to maintain proportionate ownership through
Placement participation via their broker.
The Board has determined that this capital raising structure is in the best interests of Precinct, after carefully considering
alternative capital raising structures, and weighing the benefits of this capital raising structure against the expected impact
on non-participating shareholders. In particular, the Board has elected to use a combination of a Placement and a SPP for
this equity raise as:
•Compared to other capital raising structures (such as a pro-rata rights issue), such a structure provides the tightest
pricing and lowest execution risk.
•It is able to be structured to give the vast majority of Precinct’s shareholders the opportunity to maintain their relative
shareholdings if desired.
1
Estimated completion value of uncommitted development pipeline, prior to the commitment of 256 Queen Street.
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited04
We believe this structure is well understood by our shareholders with a similar structure being used for Precinct's two most
recent capital raisings in June 2021 and February 2019. These were considered by Precinct to be highly successful capital
raises in relation to the pricing achieved and supporting pro rata participation.
Should the SPP become oversubscribed and Precinct elects to apply scaling to applications, this will be done in reference
to shareholders existing holdings. The Board has selected this offer structure to provide Precinct greater execution certainty
and reduced transaction costs compared to a rights offer, while ensuring fairness.
SPP
The SPP is available to all Eligible Shareholders in New Zealand, giving them the opportunity to invest up to $50,000 in
New Stapled Shares in Precinct. These Stapled Shares will be issued at the lower of the price paid by investors in Precinct’s
recent Placement, being $1.23 per New Stapled Share, and a 2.5% discount to the five day volume weighted average price of
Precinct Stapled Shares traded on the NZX during the five NZX trading days up to, and including, the closing date of the SPP.
Should you choose to participate in the SPP, you will not incur any brokerage or other transaction costs.
After reading the Offer Document, the Board encourages you to seek financial, investment, or other professional advice
from a qualified professional adviser and that you take time to consider this offer. Additional information can be found at
www.shareoffer.co.nz/precinct and in the investor presentation we released to NZX on 13 October 2025.
On behalf of the Board, I thank you for your continued support in Precinct and I welcome your participation in this offer.
Ngā mihi,
Anne Urlwin
Independent Director and Chair
Share Purchase Plan
05
Part 1: Key terms of the Offer
Equal participationEach Eligible Shareholder has the right to apply for the same dollar amount of New Stapled
Shares, and on the same terms and conditions, as each other Eligible Shareholder.
IssuerPrecinct Properties New Zealand Limited and Precinct Properties Investments Limited.
Eligible ShareholderA Shareholder who, at 5.00pm (NZDT) on the Record Date, was recorded in Precinct’s share
register as being a Shareholder and whose address is shown in Precinct’s share register as
being in New Zealand; provided such Shareholder is not in the United States and is not
acting for the account or benefit of a person in the United States (or, in the event such
Shareholder is acting for the account or benefit of a person in the United States, it is not
applying for or acquiring shares for, or for the account or benefit of, that person).
Custodians who are Eligible Shareholders may apply for New Stapled Shares on behalf of
each Eligible Beneficiary for whom the Custodian acts as a Custodian, according to the
terms set out in this Offer Document.
Any person who is not an Eligible Shareholder is not entitled to participate in the Offer.
Application amount
and scaling
If you choose to participate in the Offer, you can apply for any dollar amount of New Stapled
Shares up to a maximum value of NZ$50,000 of New Stapled Shares.
Precinct is accepting applications for up to $25 million of New Stapled Shares in aggregate,
with the ability for Precinct to accept oversubscriptions at its discretion. If Precinct receives
applications for more than this amount of New Stapled Shares in aggregate applications
may be scaled down. Precinct will scale back applications by reference only to the number
of fully paid Existing Stapled Shares held by those Eligible Shareholders accepting the Offer
on the Record Date.
Issue PriceThe New Stapled Shares will be issued at the lower of:
•the price paid by investors in Precinct’s recent Placement, being $1.23 per Stapled
Share; and
•a 2.5% discount to the five day volume weighted average price of Precinct Stapled
Shares traded on NZX during the five NZX trading days up to, and including, the
Closing Date.
When to applyApplications must be received by 5.00pm (NZDT) on the Closing Date (28 October 2025,
unless the Offer is extended).
How to applyApplications can be made online at www.shareoffer.co.nz/precinctwith direct credit
payment in New Zealand dollars.
Receiving your New
Stapled Shares
You will receive your New Stapled Shares on the Allotment Date (4 November 2025, unless
the Offer is extended).
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited06
Part 2: Important dates
Record Date5.00pm (NZDT) 10 October 2025
Announcement of the Offer13 October 2025
Opening Date for the Offer15 October 2025
Offer Document available online15 October 2025
Closing Date for the Offer (last day for online
applications, with payment)
5:00pm (NZDT) 28 October 2025
Allotment of New Stapled Shares under the
Offer (Issue Date) and trading commencement
of New Stapled Shares
4 November 2025
Allotment statements mailed10 November 2025
These dates are subject to change and are indicative only. Precinct reserves the right to amend this timetable (including
by extending the Closing Date of the Offer) subject to applicable laws and the Listing Rules. Precinct reserves the right to
withdraw the Offer and the issue of New Stapled Shares at any time before the Issue Date at its complete discretion.
Share Purchase Plan
07
Part 3: Questions and answers
What is the offer?
The Offer allows Eligible Shareholders to subscribe for
New Stapled Shares in Precinct without incurring any
brokerage fees.
All New Stapled Shares issued under the Offer will be
of the same class as, and rank equally with, all Existing
Stapled Shares in Precinct currently on issue.
The Offer is not underwritten.
Am I eligible to participate?
Only Eligible Shareholders are able to participate in
the Offer. The distribution of this Offer Document
(including an electronic copy) outside New Zealand
may be restricted by law. Any failure to comply with
such restrictions may contravene applicable securities
law. Precinct disclaims all liability to such persons.
How many New Stapled Shares can I purchase?
If you choose to participate in the Offer, you can apply for
a maximum value of NZ$50,000 of New Stapled Shares.
Precinct is accepting applications for up to $25 million
of New Stapled Shares in aggregate. If Precinct
receives applications for more than this amount of
New Stapled Shares in aggregate, applications may
be scaled down. At its discretion, Precinct may accept
oversubscriptions. Precinct will scale back applications by
reference only to the number of fully paid Existing Stapled
Shares held by those Eligible Shareholders accepting the
Offer on the Record Date.
What is the issue price for the New
Stapled Shares?
The New Stapled Shares will be issued at the lower of:
•the price paid by investors in Precinct’s recent
Placement, being $1.23 per Stapled Share; and
•a 2.5% discount to the five-day volume weighted
average price of Precinct Stapled Shares traded on
NZX during the five NZX trading days up to, and
including, the Closing Date.
The market price of Stapled Shares may change between
the date this Offer opens, the date you apply for New
Stapled Shares under the Offer and the date on which
New Stapled Shares are allotted to you. As a result,
the Issue Price may be higher, equal to or lower than
the price at which Precinct’s Stapled Shares are trading
on the NZX Main Board at the time the New Stapled
Shares are allotted to you. There is no certainty that
New Stapled Shares will trade at or above the Issue Price
following the issue of New Stapled Shares under the Offer.
Therefore, you should seek your own financial advice
in relation to this Offer and your participation under it.
Precinct’s current Stapled Share price is quoted on the
NZX website: www.nzx.com
Further information about Precinct, including its most
recent financial statements, can be obtained from
Precinct’s website: www.precinct.co.nz. You may obtain,
free of charge, the most recent annual report and
financial statements of Precinct by contacting Precinct
(for details, please refer to the Directory on the back cover
of this Offer Document). You are also recommended to
monitor Precinct’s market announcements through the
NZX website.
Do I have to participate in the Offer?
No, participation in the Offer is entirely voluntary.
How do I apply for New Stapled Shares under
the Offer?
Apply online at www.shareoffer.co.nz/precinct. You will
require your CSN / Holder Number to apply online. You
will need to pay by direct credit from a New Zealand
Bank Account to Computershare by 5.00pm (NZDT) on
the Closing Date. If the exact amount of money is not
tendered, Precinct reserves the right not to accept all or
part of your payment. In those circumstances, Precinct
will return your application or refund all or part of your
payment (without interest).
If an application is rejected, all of the amounts paid will
be refunded to the relevant applicant. All refunds will be
made without interest. Precinct may choose to accept
late applications, but has no obligation to do so. Precinct
may accept or reject any online application which it
considers is not completed correctly, and may correct any
errors or omissions on any online application.
Once submitted, you will not be able to withdraw or
revoke your application.
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
08
How many New Stapled Shares will I receive?
You will receive the number of New Stapled Shares
corresponding with the dollar amount of New Stapled
Shares you have applied for and payment has been
received in respect of (subject to scaling as described
above). If, the dollar amount of New Stapled Shares you
have applied for (or are allocated) does not equal a
whole number of New Stapled Shares once divided by the
Issue Price, the number of New Stapled Shares allotted
to you will be rounded down to the nearest New Stapled
Share. Any difference due to rounding or under $5.00 will
be retained by Precinct.
Precinct is accepting applications for up to $25 million
of New Stapled Shares in aggregate, with an ability
to accept oversubscriptions at its discretion. If Precinct
receives applications for more than this amount of
New Stapled Shares in aggregate, it may scale back
the number of Stapled Shares to be allotted to each
applicant under the Offer as described above and in
accordance with clause 8 of the terms and conditions.
How long is the Offer open for and when will I
receive my New Stapled Shares?
The Offer opens on 15 October 2025 and is expected
to close at 5:00pm (NZDT) on 28 October 2025, unless
extended. If you want to participate in the Offer you
should ensure that you apply online and make payment
(by direct credit from a New Zealand bank account) by
5.00pm (NZDT) on the Closing Date.
Applications received after this time may not
be accepted.
You will receive the New Stapled Shares issued to you
under the Offer on the Allotment Date, which is currently
expected to be on 4 November 2025 (unless the Offer
is extended). A statement confirming the number of
New Stapled Shares issued to you under the Offer will
be sent to you no later than 5 Business Days after the
Allotment Date.
Precinct may, subject to the Listing Rules and applicable
laws, extend the Closing Date and the Allotment Date.
Are there any conditions to the Offer?
No. However, if Precinct cancels the Offer for any reason,
all application monies will be returned to applicants
and no New Stapled Shares will be allotted under the
Offer. No interest will be payable on any monies returned
to applicants.
What if I own Stapled Shares through a trustee
or custodian or own Stapled Shares in more than
one capacity?
If you are an Eligible Beneficiary who owns Stapled
Shares through a trustee or Custodian, then, subject to
certain certification requirements and other conditions,
you may instruct the trustee or Custodian to purchase
New Stapled Shares on your behalf. If you own Stapled
Shares through a trustee or Custodian and also own
Stapled Shares in your own name, then you may either
purchase New Stapled Shares yourself or instruct your
trustee or Custodian to purchase New Stapled Shares on
your behalf. You may not do both.
If you are a Custodian, or hold Stapled Shares through
a Custodian, please refer to clause 3 of the terms
and conditions.
Is this Offer transferable to another person?
No. This offer is personal to you and you may not transfer
your right to purchase New Stapled Shares under the
Offer to anyone else.
Will the New Stapled Shares be quoted?
Yes, the New Stapled Shares will be quoted on the NZX
Main Board. Precinct will take any necessary steps to
ensure that the New Stapled Shares are, immediately
after issue, quoted on the NZX Main Board. The NZX
Main Board is a licensed market operated by NZX Limited
which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. NZX accepts no
responsibility for any statements in this document.
It is expected that you will be able to commence trading
the New Stapled Shares allotted to you under the Offer
on the NZX Main Board on the Allotment Date (being
4 November 2025, unless the Offer is extended).
Share Purchase Plan
09
Part 3: Questions and answers
What are the implications of investing in
Stapled Shares?
The practical implications of a shareholder holding a
Stapled Share include that:
•The shareholder is a shareholder of both PPNZ
and PPIL.
•In order to sell a PPNZ share or a PPIL share,
the corresponding PPIL share or PPNZ share,
as applicable, also needs to be sold to the
same purchaser.
•The only quoted price of a PPNZ share and/or a PPIL
share on the NZX Main Board will be the quoted price
for the Stapled Share.
•New issues of Stapled Shares (such as the Placement
and the Offer) will result in equal numbers of PPNZ
shares and PPIL shares being issued.
•Distributions will be received, to the extent declared,
from each of PPNZ and PPIL.
If I choose not to participate in the Offer will my
shareholding be diluted?
If you do not participate in the Offer, your shareholding
in Precinct will be diluted. For example, a shareholder
holding 10% of the issued Stapled Shares in Precinct
before the Offer who does not participate in the Offer
will own approximately 8.6% of the issued Stapled Shares
in Precinct after the Offer (after taking into account
the $285 million new shares issued under the Placement
and assuming the amount to be raised in the Offer of
$25 million (i.e. excluding any oversubscriptions) is fully
subscribed and the New Stapled Shares are issued at the
same price as investors paid in the Placement being $1.23
per New Stapled Share).
While Precinct has attempted to make the Offer as fair
as possible for Eligible Shareholders by providing for the
individual application cap to be $50,000, and any scaling
to be in reference to individual shareholdings of Eligible
Shareholders accepting the Offer on the Record Date, the
Offer is not a pro-rata offer and even if you participate in
the Offer, your shareholding percentage in Precinct may
change. Whether your shareholding in Precinct increases
or decreases will depend on the dollar amount of New
Stapled Shares you apply for, how many Stapled Shares
you hold on the Record Date and Closing Date and how
many New Stapled Shares other Eligible Shareholders
apply for and are allotted under the Offer.
What is Precinct’s dividend policy?
Precinct’s dividend policy targets a payout range of 80
to 95% of Funds From Operations (“FFO”) as dividends,
reflecting recurring earnings from operations. Retained
earnings will be used to support recurring capital
expenditure and strategic reinvestment.
The Board considers the dividend policy represents a
more sustainable approach with greater flexibility and
lower risk of dividend volatility. The payment of dividends
is not guaranteed by Precinct and Precinct’s dividend
policy may change from time to time.
Why are not all shareholders eligible to
participate in the Offer?
Precinct considers that the legal requirements of
jurisdictions other than New Zealand are such that it
would be unduly onerous for Precinct to make the Offer in
those jurisdictions. This decision was made having regard
to the small number of Shareholders in such overseas
jurisdictions and the costs of complying with overseas
legal requirements.
Further assistance
If you have any further questions about the Offer,
please contact your broker or financial, investment
or other professional advisor before making your
investment decision.
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
10
Part 4: Terms and conditions
of the Offer
1.Eligible Shareholders
1.1.You may participate in the Offer if you are an Eligible Shareholder.
1.2.Joint holders of Stapled Shares are taken to be a single registered holder of Stapled Shares for the purposes of
determining whether they are an Eligible Shareholder and the certificate on the online application is taken to have
been given by all of them.
1.3.If you are an Eligible Shareholder, your rights under this Offer are personal to you and not renounceable, so you
may not transfer them.
2.Issue Price and Number of New Stapled Shares
2.1.New Stapled Shares will be issued under the Offer at the lower of $1.23 (being the price investors paid in the
Placement) and a 2.5% discount to the five day volume weighted average price of Precinct Stapled Shares traded
on NZX during the five NZX trading days up to, and including, the Closing Date. The New Stapled Shares are
expected to be allotted on or around 4 November 2025. They will rank equally with existing Precinct Stapled
Shares on issue at that date. Any New Stapled Shares allocated under the Offer will be eligible to receive any
future dividends declared by Precinct.
2.2.You will receive the number of New Stapled Shares corresponding with the dollar amount of New Stapled Shares
you have applied for and payment has been received in respect of (subject to scaling as described in clause 8). If,
the dollar amount of New Stapled Shares you have applied for (or are allocated) does not equal a whole number
of New Stapled Shares once divided by the Issue Price, the number of New Stapled Shares allotted to you will be
rounded down to the nearest New Stapled Share. Any difference due to rounding or under $5.00 will be retained
by Precinct.
2.3.Subject to clause 3.2, if you are an Eligible Shareholder you can apply for any number of New Stapled Shares to
a maximum application value of $50,000. The number of New Stapled Shares that you receive on the Allotment
Date (being 4 November 2025 unless the Offer is extended) may also be subject to scaling as described in
clause 8.
2.4.Eligible Shareholders may only make one application. This applies to all Eligible Shareholders, including those
who receive more than one offer under the Offer (for example, because they hold Stapled Shares in more than
one capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her
own behalf.
3.Custodians
3.1.Any Eligible Shareholder that:
a.is a trustee corporation or a nominee company and holds Stapled Shares in Precinct by reason only of acting
for another person in the ordinary course of business of that trustee corporation or nominee company; or
b.holds Stapled Shares in Precinct by reason only of being a bare trustee of a trust to which the Stapled Shares
are subject and is permitted to operate as a custodian under all relevant laws, is a Custodian under the
Offer (“Custodian”).
3.2.Custodians may apply to purchase New Stapled Shares under this Offer but only up to the total value of New
Stapled Shares it is validly directed to apply for on behalf of each Eligible Beneficiary for whom the Custodian
acts as a Custodian. Custodians must confirm to Precinct that they are holding Stapled Shares as a Custodian
for those Eligible Beneficiaries by providing the written certification to Precinct described in clause 3.3 below
and send an electronic schedule of applications to Computershare. Each Eligible Beneficiary may only direct the
Custodian to apply on behalf of that Eligible Beneficiary for New Stapled Shares as described in clauses 2.2
and 2.3.
3.3.If a Custodian applies to purchase New Stapled Shares on behalf of one or more Eligible Beneficiaries, the
Custodian must certify to Precinct in writing by validly sending a custodian schedule that:
a.the Custodian holds Stapled Shares directly or indirectly as a Custodian for Eligible Beneficiaries;
b.each Eligible Beneficiary on whose behalf the Custodian is submitting an application is not making a separate
application as an Eligible Shareholder for New Stapled Shares under the Offer;
c.each Eligible Beneficiary (or the Eligible Beneficiary’s agent) has instructed the Custodian to apply for, and
accept, under the Offer the dollar amount of New Stapled Shares set out in the online application (or in a
separate schedule sent to Computershare);
d.no other Custodian is submitting an application under the Offer for each of those Eligible Beneficiaries; and
Share Purchase Plan
11
Part 4: Terms and conditions of the Offer
e.Custodians are not permitted to participate in the Offer on behalf of, and must not distribute this Offer
Document or any other document relating to the Offer to, any person in the United States. In the event that a
Custodian is acting for the account or benefit of a person in the United States, it is not permitted to participate
in the Offer in respect of that person.
4.Completing an application and paying for Stapled Shares
4.1.If you wish to participate in the Offer, you must complete your application online at www.shareoffer.co.nz/
precinct. You must provide payment by direct credit in New Zealand dollars, for the amount of New Stapled
Shares you have specified as applying for.
5.Precinct's discretion to accept or reject applications
5.1.Precinct has complete discretion to accept or reject your application to purchase New Stapled Shares under the
Offer, including (without limitation) if:
a.your online application is incorrectly completed, incomplete or otherwise determined by Precinct to be invalid;
b.your payment is dishonoured or has not been completed correctly;
c.your direct credit is not in New Zealand dollars for the exact dollar amount of New Stapled Shares that you
have specified;
d.your application is received after the Closing Date. While Precinct has discretion to accept late applications
and payment, there is no assurance that it will do so. Late applications and payment, if not processed, will be
returned to your bank account within 5 Business Days of the Allotment Date or within 5 Business Days of the
date of receipt in respect of any late applications received after the Allotment Date;
e.Precinct believes that you are not an Eligible Shareholder; or
f.Precinct considers that your application does not otherwise comply with these terms and conditions.
5.2.No interest will be paid on any application monies returned to you. Any refunds for whatever reason will be paid to
you by direct credit to your bank account (if those details are held by the Share Registrar) within 5 Business Days
of the Allotment Date or, in respect of late applications received after the Allotment Date, within 5 Business Days
of the date of receipt.
6.Significance of submitting an application
6.1.If you apply to purchase New Stapled Shares under the Offer, by completing and returning an application:
a.your application, on these terms and conditions, will be irrevocable and unconditional (i.e. it cannot
be withdrawn);
b.you certify to Precinct that you are an Eligible Shareholder entitled to apply for New Stapled Shares under
these terms and conditions;
c.you acknowledge that the Offer may not proceed;
d.you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any jurisdiction;
e.you agree to be bound by the constitutions of Precinct, which you may download for free from the Companies
Officewebsite: https://companies-register.companiesoffice.govt.nz/
f.you authorise Precinct (and its officers or agents) to correct any error in, or omission from, your application
and to complete your application by the insertion of any missing details;
g.you acknowledge that Precinct may at any time irrevocably determine that your application is valid, in
accordance with these terms and conditions, even if the application is incomplete, contains errors or is
otherwise defective;
h.you acknowledge that none of Precinct, its advisors or agents has provided you with investment advice or
financial product advice, and that none of them has an obligation to provide advice concerning your decision
to apply for and purchase New Stapled Shares under the Offer;
i.you acknowledge the risk that the market price for Stapled Shares may change between the date of this Offer
and the Allotment Date. A change in market price during this period may affect the value of the New Stapled
Shares you receive under the Offer;
j.you represent and warrant that you are not in the United States and you are not acting for the account or
benefit of a person in the United States (or to the extent you are acting for the account or benefit of a person
in the United States, you are not applying for, or acquiring, any New Stapled Shares for the account or benefit
of that person); you understand and acknowledge that the New Stapled Shares have not been and will not
be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United
States. Accordingly, you understand and acknowledge that the New Stapled Shares may not be offered, sold
or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
12
or benefit of a person in the United States (to the extent such person is acting for the account or benefit
of a person in the United States); you understand and acknowledge that the New Stapled Shares may only
be offered and sold to Eligible Shareholders in “offshore transactions” (as defined in Rule 902(h) under the
U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act; you have not, and will not, send
this Offer Document or any materials relating to the Offer to any person outside of New Zealand, including
in the United States; you acknowledge that, if you decide to sell or otherwise transfer any Stapled Shares,
you will only do so in regular way for transactions on the NZX, where neither you nor any person acting on
your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser
is, a person outside of New Zealand, including in the United States; you acknowledge that, if you are acting
as a nominee or Custodian, each Eligible Beneficiary on whose behalf you are applying for or acquiring New
Stapled Shares is not in the United States and is not acting for the account or benefit of a person in the United
States (to the extent such person holds Stapled Shares and is acting for the account or benefit of a person in
the United States);
k.you acknowledge that Precinct is not liable for any exercise of its discretions referred to in these terms and
conditions; and
l.you irrevocably and unconditionally agree to these terms and conditions and agree not to do any act or thing
which would be contrary to the spirit, intention or purpose of the Offer.
7.Issue Price
7.1.You agree to pay the Issue Price per New Stapled Share up to the maximum amount you have specified on your
online application.
8.Scaling
8.1.Precinct is accepting applications for up to $25 million of New Stapled Shares in aggregate, with an ability
to accept oversubscriptions at its discretion. If Precinct receives applications for more than this amount of
New Stapled Shares in aggregate, applications may be scaled down. Where scaling occurs, Precinct will scale
back applications by reference only to the number of fully paid Existing Stapled Shares held by those Eligible
Shareholders accepting the Offer on the Record Date.
8.2.If your application is scaled, your application monies will be greater than the value of the New Stapled Shares you
will be allotted. The difference will be refunded to you by direct credit to your bank account (held by the Share
Registrar) within 5 Business Days of the Allotment Date. If you have not provided your bank account, the refund
payment will be withheld until your bank account details are provided. No interest will be paid on any application
monies returned to you. Refunds will not be paid for any difference arising solely due to rounding or where the
aggregate amount of the refund payable to you is less than NZ$5.00.
9.The New Stapled Shares
9.1.The New Stapled Shares issued under the Offer will rank equally with, and have the same voting rights, dividend
rights and other entitlements as, existing fully paid Stapled Shares.
9.2.The New Stapled Shares will be quoted on the NZX Main Board. The NZX Main Board is a licensed market
operated by NZX Limited, which is a licensed market operator regulated under the Financial Markets Conduct Act
2013. NZX accepts no responsibility for any statement in this document.
9.3.You cannot trade in any New Stapled Shares issued to you pursuant to the Offer, either as principal or agent,
until quotation of the New Stapled Shares on the NZX Main Board in accordance with the Listing Rules. Precinct
expects that the New Stapled Shares will commence trading on the NZX Main Board on the Allotment Date (being
4 November 2025, unless the Offer is extended).
9.4.The issue of New Stapled Shares under the Offer up to a maximum value of $50,000 per Eligible Shareholder (or
per Eligible Beneficiary, in the case of holdings held by Custodians) is being undertaken under Listing Rule 4.3.1
(Pro-rata issues and Share Purchase Plans).
9.5.The issue of New Stapled Shares under the Offer is undertaken in accordance with the Listing Rules on the basis
that, for all Eligible Shareholders, in accordance with the requirement in the Listing Rules in respect of share
purchase plans that:
Share Purchase Plan
13
Part 4: Terms and conditions of the Offer
a.the consideration payable for the New Stapled Shares issued under all of Precinct’s share purchase plans
conducted in reliance on NZX Listing Rule 4.3.1 (Pro-rata issues and Share Purchase Plans), other than any
share purchase plan that has been ratified by an ordinary resolution of Precinct’s shareholders, does not in
any 12 month period exceed NZ$50,000 per registered holder (or, in the case of Stapled Shares held through a
Custodian, each Eligible Beneficiary);
b.the aggregate number of New Stapled Shares issued to Eligible Shareholders in reliance on Listing Rule 4.3.1
(Pro-rata issues and Share Purchase Plans) does not exceed 10% of the Stapled Shares already on issue at the
time of the Offer;
c.the consideration payable for each New Stapled Share offered does not exceed that payable by the
participants under the Placement; and
d.if the SPP is oversubscribed, all over subscriptions are accepted (subject to paragraphs (a) and (b) above or
such lower limits contained in this Offer Document) or oversubscriptions will be scaled according only to the
number of fully paid Stapled Shares carrying votes held by those accepting the SPP on the Record Date.
10.Amendments to the Offer and waiver of compliance
10.1.Notwithstanding any other term or condition of the Offer, the offer website (www.shareoffer.co.nz/precinct),
Precinct may, at its discretion:
a.make non-material modifications to the Offer on such terms and conditions it thinks fit (in which event
applications for New Stapled Shares under the Offer will remain binding on the applicant notwithstanding
such modification and irrespective of whether an application was received by the Share Registrar before or
after such modification is made); and/or
b.suspend or terminate the Offer at any time prior to the issue of the New Stapled Shares under the Offer
(including by reviewing the timetable for the Offer). If the Offer is terminated, application monies will be
refunded to applicants without interest within 5 Business Days of termination.
10.2.Precinct reserves the right to waive compliance with any provision of these terms and conditions, which will be
done in accordance with New Zealand law (including the Listing Rules).
10.3.Precinct will notify NZX of any waiver, amendment, suspension, withdrawal or termination of the Offer. Approval of
any material changes to the Offer will be sought from NZX to the extent required under the Listing Rules.
11.Governing law
11.1.These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand.
12.Dispute resolution
12.1.If any dispute arises in connection with the Offer, Precinct may settle it in any manner it thinks fit. It may do so
generally or in relation to any particular shareholder, applicant, application or Stapled Share. Precinct’s decision
will be final and binding.
13.Inconsistency
13.1.Unless otherwise determined by the directors of Precinct, in the event of any inconsistency between the terms and
conditions of the Offer and:
a.the accompanying Letter from the Chair of Precinct and the Questions and Answers, the terms and conditions
shall take precedence; and
b.Precinct’s constitutions, Precinct’s constitutions shall take precedence.
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited
14
Glossary
Allotment Date4 November 2025.
Boardmeans the boards of directors of PPNZ and PPIL.
Business Dayhas the meaning given to that term in the Listing Rules.
Closing Datemeans 5:00pm (NZDT) on 28 October 2025.
Eligible Beneficiarymeans a person with a registered address in New Zealand, on whose behalf a Custodian or
nominee is holding Stapled Shares at 5.00pm (NZDT) on the Record Date; provided that such
person is not in the United States.
Custodianhas the meaning given in clause 3.1 of Part 4 of this Offer Document.
Eligible Shareholdermeans a person who, at 5.00pm (NZDT) on the Record Date, was recorded in Precinct’s share
register as being a Shareholder and whose address is shown in Precinct’s share register as
being in New Zealand; provided such Shareholder is not in the United States and is not
acting for the account or benefit of a person in the United States (or, in the event such
Shareholder is acting for the account or benefit of a person in the United States, it is not
applying for or acquiring shares for, or for the account or benefit of, that person).
Existing Stapled Sharemeans a Stapled Share on issue on the Record Date.
Issue Date4 November 2025.
Issue PriceThe New Stapled Shares will be issued at the lower of:
•the price paid by investors in Precinct’s recent Placement, being $1.23 per Stapled
Share; and
•a 2.5% discount to the five day volume weighted average price of Precinct Stapled
Shares traded on NZX during the five NZX trading days up to, and including, the
Closing Date.
Listing Rulesmeans the listing rules of NZX in relation to the NZX Main Board (or any market in substitution
for that market) in force from time to time, read subject to any applicable rulings or waivers.
New Stapled Sharemeans a Stapled Share in Precinct offered under the Offer of the same class as, and ranking
equally in all respects with, Precinct’s quoted Existing Stapled Shares at the Allotment Date.
NZXmeans NZX Limited.
NZX Main Boardmeans the main board equity security market operated by NZX.
NZX Primary
Market Participant
means any company, firm, organisation, or corporation designated or approved as a
primary market participant from time to time by NZX.
Offer Documentmeans this document.
Opening Datemeans 15 October 2025.
Placementmeans an underwritten offer of $285 million of Stapled Shares to selected investors
announced to NZX on 13 October 2025.
PPILPrecinct Properties Investments Limited.
PPNZPrecinct Properties New Zealand Limited.
Precinctmeans PPNZ together with PPIL.
Record Datemeans 10 October 2025.
SPP or Offermeans the share purchase plan detailed in this Offer Document.
Share RegistrarComputershare Investor Services Limited.
Shareholdermeans a registered holder of Stapled Shares.
Stapled Sharemeans one fully paid ordinary share in PPNZ and one fully paid ordinary share in PPIL.
Share Purchase Plan15
Directory
Issuer
Precinct Properties New Zealand Limited and
Precinct Properties Investments Limited
Registered Office of Precinct
Level 12,
188 Quay Street
Auckland, 1010
New Zealand
Telephone: 0800 122 696
Email: hello@precinct.co.nz
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119
Auckland 1142
Telephone: 0800 650 034 (within NZ) or
+64 9 488 8777 (outside NZ)
Email: precinct@computershare.co.nz
Sole Arranger and Joint Lead Manager
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
Joint Lead Managers
Forsyth Barr Limited
Level 10, Forsyth Barr House
35 The Octagon
Dunedin 9016
UBS New Zealand Limited
Level 27, 188 Quay Street,
Auckland 1010
Legal advisors to Precinct
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
Precinct Properties New Zealand Limited and Precinct Properties Investments Limited16
APPLY ONLINE AT WWW.SHAREOFFER.CO.NZ/PRECINCT
---
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties Group
Share Purchase Plan letter of entitlement
15 October 2025
Dear Shareholders,
On behalf of the directors of Precinct Properties Group (Precinct), I am pleased to offer you the opportunity to
participate in our share purchase plan (SPP). Shareholders who, at 5.00pm (NZDT) on 10 October 2025, were
recorded in Precinct’s share register as having a registered address in New Zealand (Eligible Shareholders) have
the opportunity to acquire new stapled shares in Precinct (New Stapled Shares) without incurring any brokerage or
other transaction costs.
Eligible Shareholders located in New Zealand may apply to participate in the offer online only at
www.shareoffer.co.nz/precinct. If you have any questions in relation to the completion of an online
application, please contact Computershare Investor Services Ltd via email at:
precinct@computershare.co.nz or phone at: 0800 650 034.
The SPP is part of Precinct’s equity raising initiative announced on 13 October 2025, details of which can be found
at www.nzx.com under the ticker “PCT”. Additional information regarding the equity raise is contained in the
investor presentation accompanying the 13 October 2025 announcement (Investor Presentation).
Full details regarding the SPP, including how to apply online, are set out in the SPP Offer Document dated 15
October 2025 (Offer Document) which is available to Eligible Shareholders in New Zealand at
www.shareoffer.co.nz/precinct. The SPP is subject to the terms and conditions included in the Offer Document.
We recommend that you read the Offer Document and the Investor Presentation carefully, and encourage you to
seek financial, investment, or other professional advice from a qualified professional advisor and that you take your
time to consider this SPP, before deciding whether to participate.
Precinct is targeting to raise NZ$25 million through the SPP, with the ability to accept oversubscriptions at its
discretion, which will be in addition to the NZ$285 million already raised by Precinct under the fully underwritten
placement of new stapled shares announced on 13 October 2025 (Placement).
Equity raising to fund growth
The proceeds from the equity raise will initially be used to repay bank debt and will allow Precinct to:
• progress $3.7 billion
1
of opportunities alongside capital partners, including committing to develop a new
638-bed purpose-built student accommodation development at 256 Queen Street, Auckland;
• optimise the timing and approach to capital partnering to ensure value for Precinct shareholders is
maximised; and
• maintain a balanced approach to gearing and liquidity management.
Precinct owns well-located quality assets and we are trusted, experienced managers of real estate, investment
funds and operating businesses. We have a proven track record of developing world-class real estate.
1
Estimated completion value of uncommitted development pipeline, prior to the commitment of 256 Queen Street.
Leveraging concentrated ownership in strategic locations, Precinct has successfully evolved its portfolio since 2021,
through internalisation of its management, stapling and expansion of its investible universe. In 2022, Precinct
launched its capital partnering and living sector strategies, which have since become core components of our
business. Entry into the living sector marks a strategic pivot from core commercial office portfolio into residential
development, which has subsequently expanded to include purpose-built student accommodation. This move was
a natural extension of Precinct's expertise in creating high quality, mixed-use urban precincts.
The Board is committed to ensuring Precinct continues to create value for our clients, partners and you, our
shareholders. This remains a priority for the business.
Structure of equity raise
The Board acknowledges that while the equity raise is not structured as a rights offer, the offer has been designed
and implemented in a manner that is consistent with the Board’s objective of ensuring fairness for all shareholders.
Specifically, the SPP provides nearly all Eligible Shareholders with the ability to maintain their pro-rata shareholding
in Precinct if they choose to participate. In addition, significant retail shareholders were invited to maintain
proportionate ownership through Placement participation via their broker.
The Board has determined that this capital raising structure is in the best interests of Precinct, after carefully
considering alternative capital raising structures, and weighing the benefits of this capital raising structure against
the expected impact on non-participating shareholders. In particular, the Board has elected to use a combination
of a Placement and SPP for this equity raise as:
• Compared to other capital raising structures (such as a pro-rata rights issue), such a structure provides the
tightest pricing and lowest execution risk.
• It is able to be structured to give the vast majority of Precinct’s shareholders the opportunity to maintain
their relative shareholdings if desired.
We believe this structure is well understood by our shareholders, with a similar structure being used for Precinct's two
most recent capital raisings in June 2021 and February 2019. These were considered by Precinct to be highly
successful capital raises in relation to the pricing achieved and supporting pro rata participation.
Should the SPP become oversubscribed and Precinct elects to apply scaling to applications, this will be done in
reference to the number of fully paid stapled shares in Precinct held by those Eligible Shareholders accepting the
SPP as at 5.00pm (NZDT) 10 October 2025. The Board has selected this offer structure to provide Precinct greater
execution certainty and reduced transaction costs compared to a rights offer, while ensuring fairness.
Consistent with Precinct’s previous equity raises, paper application forms or printed Offer Documents will not be
distributed to Shareholders. This decision demonstrates our commitment to sustainability. By eliminating printed
materials, we reduce environmental impact and have the additional benefit to Shareholders of reduced printing
costs. Application forms and the Offer Document are available to Eligible Shareholders in New Zealand online at
www.shareoffer.co.nz/precinct.
SPP
The SPP is available to all Eligible Shareholders in New Zealand, giving them the opportunity to each invest up to
$50,000 in New Stapled Shares in Precinct. These New Stapled Shares will be issued at the lower of the price paid by
investors in Precinct’s recent Placement, being $1.23 per New Stapled Share, and a 2.5% discount to the five-day
volume weighted average price of Precinct stapled shares traded on the NZX during the five NZX trading days up
to, and including, the closing date of the SPP. Should you choose to participate in the SPP, you will not incur any
brokerage or other transaction costs.
After reading the Offer Document and the Investor Presentation carefully, the Board encourages you to seek
financial, investment, or other professional advice from a qualified professional advisor and that you take your time
to consider this offer. Additional information can be found at www.shareoffer.co.nz/precinct and in the Investor
Presentation we released to NZX on 13 October 2025.
On behalf of the Board, thank you for your continued support in Precinct and I welcome your participation in this
offer.
Ngā mihi,
Anne Urlwin
Independent Director and Chair
This SPP closes at 5:00pm (NZDT) on 28 October 2025, unless extended. Applications must be received by the Share
Registrar, and payment must be lodged by direct credit before this time at www.shareoffer.co.nz/precinct. The
New Stapled Shares issued under the SPP are expected to be allotted on or around 4 November 2025. They will
rank equally with existing stapled shares in Precinct at that date.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This letter is intended for Eligible Shareholders in New Zealand and may not be released or distributed in the United
States. This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any New Stapled Shares in
the United States or in any jurisdiction in which such an offer or solicitation would be illegal. The New Stapled
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities
Act) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold
or otherwise transferred, directly or indirectly, in the United States or to any person acting for the account or benefit
of a person in the United States, except, in the case of the Placement, in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities Act and the securities laws of any state or other jurisdiction of
the United States. The New Stapled Shares may be offered and sold outside the United States only in “offshore
transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S.
Securities Act.
You must not send copies of this letter or any other material relating to the SPP to any person in the United States or
elsewhere outside New Zealand. The release, publication or distribution of this letter (including an electronic copy)
outside New Zealand may be restricted by law. If you come into possession of this letter, you should observe such
restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.
Future performance
This letter contains forward looking statements, including “forward looking statements” within the meaning of
Section 27A of the U.S. Securities Act, Section 21E of the United States Securities Exchange Act of 1934 and the
United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical
facts but rather are based on Precinct’s current expectations, estimates and projections about the industries in
which it operates, and beliefs and assumptions. Forward looking statements can generally be identified by the use
of forward looking words such as “anticipate“, “approximate”, “believe“, “expect“, “project“, “forecast“,
“estimate“, “foresee”, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “aim”, “plan“ and other similar
expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding
outcome and effects of the Equity Raise. Indications of, and guidance or outlook on, future earnings, distributions
or financial position or performance are also forward-looking statements.
Forward-looking statements, opinions and estimates provided in this letter are based on assumptions and
contingencies that are subject to change without notice and involve known and unknown risks, uncertainties,
assumptions, contingencies and other factors, many of which are beyond the control of Precinct and its related
bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees,
partners, agents, advisers and management, are difficult to predict and could cause actual results to differ
materially from those expressed or forecasted in the forward-looking statements. This includes statements about
market and industry trends, which are based on interpretations of market conditions.
Precinct cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking
statements, which reflect Precinct’s views only as of the date of this letter. There can be no assurance that actual
outcomes will not differ materially from these forward-looking statements. Forward-looking statements are provided
as a general guide only and should not be relied on as an indication or guarantee of future performance. Actual
results, performance or achievements may differ materially from those expressed or implied in those statements
and any projections and assumptions on which these statements are based.
These statements may assume the success of Precinct’s business strategies, the success of which may not be
realised within the period for which the forward-looking statements may have been prepared, or at all.
No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of
achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to
future matters contained in this letter.
These forward-looking statements speak only as of the date of this letter, and except as required by applicable
laws or regulations, Precinct, its representatives or advisers do not undertake to publicly update or revise any
forward-looking statement or other statements in this letter, whether as a result of a change in expectations or
assumptions, new information, future events, results or circumstances. Past performance and pro forma historical
financial information is given for illustrative purposes only. It should not be relied on and it is not indicative of future
performance, including future security prices.
Important Notice
This letter does not constitute investment or financial product advice, nor is it a recommendation to acquire New
Stapled Shares. It is not intended to be used as the basis for making a financial decision, nor is it intended to
constitute legal, tax, accounting or other advice. You should make your own enquiries and investigations
regarding any investment, and should seek your own professional advice on the legal, financial, accounting,
taxation and other consequences of investing in Precinct.
This letter is not a prospectus, product disclosure statement or any other disclosure or offering document under
New Zealand law or any other law. This letter is for information purposes only and is not an invitation or offer of
securities for subscription, purchase or sale in any jurisdiction and neither this letter nor anything in it shall form any
part of any contract for the acquisition of New Stapled Shares.
---
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
NZX announcement – 15 October 2025
Precinct $25 million Share Purchase Plan Opens
Precinct Properties Group (Precinct) (NZX: PCT) is pleased to announce the opening today of
its non-underwritten share purchase plan targeting $25 million of new stapled shares (New
Stapled Shares), with the ability to accept oversubscriptions at Precinct’s discretion (SPP). The
SPP is part of Precinct’s $310 million equity raise announced on 13 October 2025 (Equity Raise),
whereby Precinct also undertook a fully underwritten $285 million placement of New Stapled
Shares to eligible investors in New Zealand, Australia and certain other jurisdictions
(Placement).
Precinct announced the successful completion of the Placement yesterday (14 October
2025). The $285 million Placement was fully subscribed at the fixed price of $1.23 per New
Stapled Share, which represented a 7.5% discount to the last close price of $1.33 on 10
October 2025 and a 7.7% discount to the five day volume weighted average price of
Precinct’s stapled shares (Stapled Shares) traded on the NZX during the five NZX trading days
up to and including 10 October 2025 of $1.3332. Settlement, allotment, and the
commencement of trading of New Stapled Shares issued under the Placement is expected
to occur on 17 October 2025.
Under the SPP, each eligible shareholder who was recorded in Precinct’s share register as
being a registered holder of Stapled Shares and having an address in New Zealand as at
5:00pm (NZDT) on the record date of 10 October 2025 (Eligible Shareholder) can subscribe for
up to $50,000 worth of New Stapled Shares. The issue price of these New Stapled Shares will
be the lower of the Placement price of $1.23 and a 2.5% discount to the five-day volume
weighted average price of Stapled Shares traded on the NZX during the five NZX trading days
up to, and including, the closing date of the SPP. The New Stapled Shares to be issued under
the SPP will rank equally in all respects with Precinct’s existing Stapled Shares on issue.
The SPP has been designed so that most eligible shareholders have the potential to preserve
their current relative shareholding, if they choose to participate. If scaling of the SPP is
required, it will be done having regard only to the number of fully paid Stapled Shares held by
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
those Eligible Shareholders accepting the SPP as at 5.00pm (NZDT) on the record date of 10
October 2025.
Full details regarding the SPP are set out in the SPP Offer Document now available to Eligible
Shareholders in New Zealand at www.shareoffer.co.nz/precinct along with further information
regarding the SPP. All Eligible Shareholders in New Zealand are encouraged to visit this website
and must apply online before 5.00pm (NZDT) on 28 October 2025 if they choose to participate.
A copy of the SPP Offer Document also accompanies this announcement.
SPP key dates:
SPP Record Date 5:00pm (NZDT) on 10 October 2025
SPP Opening Date 15 October 2025
SPP Closing Date 5:00pm (NZDT) on 28 October 2025
Settlement and allotment of New Stapled
Shares issued under the SPP
4 November 2025
Noting: The timetable above is indicative only and subject to change
End
For further information, please contact:
Scott Pritchard
Chief Executive Officer
Mobile: +64 21 431 581
Email: scott.pritchard@precinct.co.nz
George Crawford
Deputy Chief Executive Officer
Mobile: +64 21 384 014
Email: george.crawford@precinct.co.nz
Richard Hilder
Chief Financial Officer
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
About Precinct
Listed on the NZX Main Board under the ticker code PCT and ranked in the NZX top 30, Precinct is the largest owner,
manager and developer of premium city centre real estate in Auckland and Wellington. Precinct is predominantly
invested in office buildings and also includes investment in Precinct Flex, Commercial Bay retail and a multi-unit
residential development business. As at 30 June 2025, Precinct's directly-held portfolio (on-completion value)
totalled $3.2 billion and Precinct had a further $1.6 billion of capital partnering assets under management: $1.2
billion of these were assets in which Precinct holds a minority interest; with the balance being managed on behalf
of third party partners. For more information visit: www.precinct.co.nz
On 1 July 2023, Precinct effected a restructuring to create a stapled group structure. A stapled group comprises
two listed parent companies whose shares are held by the same shareholders in equal proportions. The shares in
each parent company can only be transferred or dealt with together. Shareholders in Precinct hold an equal
number of shares in Precinct Properties New Zealand Limited and Precinct Properties Investments Limited and these
shares can only be dealt with together. The stapled issuers are described as “Precinct Properties NZ & Precinct
Properties Investments Ltd” on NZX systems and the ticker code for the Stapled Shares remains PCT.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement has been prepared for publication in New Zealand and may not be
released or distributed in the United States. This announcement does not constitute an offer
to sell, or the solicitation of an offer to buy, any New Stapled Shares in the United States or in
any jurisdiction in which such an offer or solicitation would be illegal. The New Stapled Shares
have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or otherwise transferred, directly or indirectly, in the
United States or to any person acting for the account or benefit of a person in the United
States, except, in the case of the Placement, in transactions exempt from, or not subject to,
the registration requirements of the U.S. Securities Act and the securities laws of any state or
other jurisdiction of the United States. The New Stapled Shares may be offered and sold
outside the United States only in “offshore transactions” (as defined in Rule 902(h) under the
U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.
You must not send copies of this announcement or any other material relating to the SPP to
any person in the United States or elsewhere outside New Zealand. The release, publication
or distribution of this announcement (including an electronic copy) outside New Zealand may
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
be restricted by law. If you come into possession of this announcement, you should observe
such restrictions. Any non-compliance with these restrictions may contravene applicable
securities laws.
Future performance
This announcement contains forward looking statements, including “forward looking
statements” within the meaning of Section 27A of the U.S. Securities Act, Section 21E of the
United States Securities Exchange Act of 1934 and the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not historical facts but
rather are based on Precinct’s current expectations, estimates and projections about the
industries in which it operates, and beliefs and assumptions. Forward looking statements can
generally be identified by the use of forward looking words such as “anticipate“,
“approximate”, “believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“,
“intend“, “should“, “will“, “could“, “may“, “target“, “aim”, “plan“ and other similar expressions
within the meaning of securities laws of applicable jurisdictions, and include statements
regarding outcome and effects of the Equity Raise. Indications of, and guidance or outlook
on, future earnings, distributions or financial position or performance are also forward-looking
statements.
Forward-looking statements, opinions and estimates provided in this announcement are
based on assumptions and contingencies that are subject to change without notice and
involve known and unknown risks, uncertainties, assumptions, contingencies and other
factors, many of which are beyond the control of Precinct and its related bodies corporate
and affiliates and each of their respective directors, securityholders, officers, employees,
partners, agents, advisers and management, are difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in the forward-looking
statements. This includes statements about market and industry trends, which are based on
interpretations of market conditions.
Precinct cautions shareholders and prospective shareholders not to place undue reliance on
these forward-looking statements, which reflect Precinct’s views only as of the date of this
announcement. There can be no assurance that actual outcomes will not differ materially
from these forward-looking statements. Forward-looking statements are provided as a
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Generator, 30 Waring Taylor Street T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand PO Box 2, Wellington 6140, New Zealand
general guide only and should not be relied on as an indication or guarantee of future
performance. Actual results, performance or achievements may differ materially from those
expressed or implied in those statements and any projections and assumptions on which these
statements are based.
These statements may assume the success of Precinct’s business strategies, the success of
which may not be realised within the period for which the forward-looking statements may
have been prepared, or at all.
No guarantee, representation or warranty, express or implied, is made as to the accuracy,
likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements
or tax treatment in relation to future matters contained in this announcement.
These forward-looking statements speak only as of the date of this announcement, and
except as required by applicable laws or regulations, Precinct, its representatives or advisers
do not undertake to publicly update or revise any forward-looking statement or other
statements in this announcement, whether as a result of a change in expectations or
assumptions, new information, future events, results or circumstances. Past performance and
pro forma historical financial information is given for illustrative purposes only. It should not be
relied on and it is not indicative of future performance, including future security prices.
Important Notice
This announcement does not constitute investment or financial product advice, nor is it a
recommendation to acquire New Stapled Shares. It is not intended to be used as the basis for
making a financial decision, nor is it intended to constitute legal, tax, accounting or other
advice. You should make your own enquiries and investigations regarding any investment,
and should seek your own professional advice on the legal, financial, accounting, taxation
and other consequences of investing in Precinct.
This announcement is not a prospectus, product disclosure statement or any other disclosure
or offering document under New Zealand law or any other law. This announcement is for
information purposes only and is not an invitation or offer of securities for subscription,
purchase or sale in any jurisdiction and neither this announcement nor anything in it shall form
any part of any contract for the acquisition of New Stapled Shares.
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.