Lodgement of Product Disclosure Statement for Capital Bond
Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com
26 May 2026
Infratil Lodges Product Disclosure Statement for Capital Bond Offer
Infratil Limited (Infratil) today lodged a product disclosure statement (PDS) for a proposed offer (Offer) of up
to $150 million (with the ability to accept oversubscriptions at Infratil's discretion) unsecured, subordinated,
repayable, cumulative, interest-bearing capital bonds maturing on 15 June 2057 (Capital Bonds) to investors
in New Zealand.
The Capital Bonds will have a term of 31 years. Infratil may choose to repay some or all of the Capital Bonds
early in certain circumstances, including on any Reset Date (6 years after the Issue Date and every 5 years
after that).
The Interest Rate will be fixed for an initial period of 6 years, after which it will be reset on each Reset Date.
Infratil may, in its absolute discretion, defer any payment of interest on the Capital Bonds for up to 5 years.
If any interest payment is deferred, the unpaid interest will remain owing and will itself accrue interest.
The Capital Bonds have an issue credit rating of BBB- from S&P Global Ratings (S&P). The issue credit
rating of the Capital Bonds is two notches below Infratil's issuer credit rating of BBB+ from S&P, reflecting
their subordination and the potential for interest payments to be deferred.
The Offer is expected to open on 2 June 2026, and the indicative Margin range and the Minimum Initial
Interest Rate will be announced on or about this date. The Offer is expected to close at 11:00am on 5 June
2026, and the Margin and the initial Interest Rate will be announced on or about that date. The Capital Bonds
are expected to be issued on 15 June 2026 and quoted on the NZX Debt Market on 16 June 2026.
Details of the Offer and the Capital Bonds are contained in the PDS, which is attached to this announcement
and available on the Disclose Register maintained by the Companies Office at www.disclose-
register.companiesoffice.govt.nz (offer number OFR15093). A copy of the PDS can also be obtained from
the Joint Lead Managers, other Primary Market Participants or your usual financial advice provider.
Investors can register their interest in the Offer by contacting a Joint Lead Manager or their usual financial
adviser. Indications of interest will not constitute an obligation or commitment of any kind.
No money is currently being sought and applications for the Capital Bonds cannot currently be made. If
Infratil offers the Capital Bonds, the Offer will be made in accordance with the Financial Markets Conduct Act
2013.
Arranger and Joint Lead Manager:
Bank of New Zealand
Joint Lead Managers:
Craigs Investment Partners Limited
Forsyth Barr Limited
Enquiries should be directed to:
Tom Robertson
Infratil Treasurer
Phone: +64 4 550 5432
Email: Tom.Robertson@infratil.com
Authorised for release by:
Brendan Kevany
Infratil Company Secretary
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1
Arranger and Joint Lead ManagerJoint Lead Managers
PRODUCT
DISCLOSURE
STATEMENT
For an offer of Capital Bonds by Infratil Limited
Dated: 26 May 2026
This document gives you important information about this investment to help you decide whether you want to invest. There is other useful
information about this offer on www.disclose-register.companiesoffice.govt.nz. Infratil Limited has prepared this document in accordance with
the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice provider to help you to make an investment decision.
Infratil Product Disclosure Statement
2
1 Key information summary
What is this?
This is an offer (Offer) of unsecured, subordinated,
repayable, cumulative, interest-bearing capital bonds
(Capital Bonds). The Capital Bonds are debt
securities issued by Infratil Limited (Infratil). You
give Infratil money, and in return Infratil promises to
pay you interest and repay the money at the end of
the term. If Infratil runs into financial trouble, you
might lose some or all of the money you invested.
About the Infratil Group
Infratil and its subsidiaries make up the Infratil
Group. Infratil is an infrastructure investment
company, and its operations comprise the investment
into, and subsequent management of, infrastructure
businesses. The day-to-day management of Infratil
has been delegated to Morrison. As at the date of
this product disclosure statement (PDS), Infratil owns
a portfolio of infrastructure investments across four
sectors: digital infrastructure, renewable energy,
healthcare and airports.
Infratil is listed on the NZX Main Board and has a
foreign exempt listing on the ASX. Infratil's ordinary
shares are quoted under the ticker code IFT. As at
the close of the Business Day before the date of this
PDS, Infratil had a market capitalisation on the NZX
Main Board of approximately NZ$16 billion.
Purpose of this Offer
The purpose of this Offer is to raise money for the
general corporate purposes of the Infratil Group.
Key terms of the Offer
Capitalised terms are defined in section 15 of this PDS (Glossary).
Description of the debt securities Unsecured, subordinated, repayable, cumulative, interest-bearing capital
bonds.
Term 31 years, ending on 15 June 2057 (Maturity Date) unless repaid earlier.
Offer amount Up to NZ$150 million, with the ability to accept oversubscriptions at Infratil's
discretion.
Issue Price and Principal Amount NZ$1.00 per Capital Bond.
Minimum subscription amount NZ$5,000 and in multiples of NZ$1,000 after that.
Opening Date Tuesday, 2 June 2026
Closing Date 11:00am on Friday, 5 June 2026
Issue Date Monday, 15 June 2026
Interest Rate The Interest Rate will be fixed for an initial period of 6 years, after which it
will be reset on each Reset Date.
The Interest Rate from the Issue Date until the First Reset Date (15 June
2032) will be a fixed rate equal to the greater of:
the sum of the Initial Swap Rate (a reference rate for a 6 year period)
on the Rate Set Date (5 June 2026) plus the Margin; and
the Minimum Initial Interest Rate.
The Interest Rate will reset on each Reset Date to be a fixed rate equal to
the sum of the 5 Year Swap Rate (a reference rate for a 5 year period) on
the Reset Date plus the Margin plus the Step-up Margin.
See section 5.2 of this PDS (Interest) for more information.
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June,
15 September and 15 December of each year during the term of the Capital
Bonds and on the date on which your Capital Bonds are repaid. The first
Interest Payment Date is 15 September 2026.
Infratil Product Disclosure Statement
3
Discretionary deferral of interest Infratil may, in its absolute discretion, defer any payment of interest on the
Capital Bonds (except any interest that is due to be paid when the Capital
Bonds are repaid) for up to 5 years. If any interest payment is deferred,
the unpaid interest will remain owing and will itself accrue interest.
See section 5.2 of this PDS (Interest) for more information.
Election Process Infratil may run an Election Process in respect of each Reset Date. Under
an Election Process, Infratil may propose new conditions to apply to the
Capital Bonds from the Reset Date. If this occurs, you may elect to accept
or reject the new conditions in respect of all or some of your Capital Bonds.
See section 5.6 of this PDS (Election Process) for more information.
Further payments, fees and
charges
You are not required to pay brokerage or any other fees or charges to
Infratil to subscribe for Capital Bonds. However, you may have to pay
brokerage or other fees or charges to the Bookbuild participant that you
subscribe for Capital Bonds through.
No guarantee
Infratil is the issuer of the Capital Bonds and is solely
responsible for paying interest on the Capital Bonds
and for repaying the Capital Bonds. The Capital
Bonds are not guaranteed by any member of the
Infratil Group or any other person.
How you can get your money out early
Repayment of your Capital Bonds
The Capital Bonds are a long-term investment with a
term of 31 years. Infratil must repay all of the Capital
Bonds on the Maturity Date or if an Event of Default
occurs.
Infratil may repay all or some of your Capital Bonds
early:
on any Reset Date;
on any date falling in the period of three months
prior to the First Reset Date;
on any Interest Payment Date after a Reset Date
if Infratil did not run an Election Process in
respect of the Reset Date or the Election
Process in respect of the Reset Date was
unsuccessful; or
at any time if a Tax Event or Rating Agency
Event occurs.
Infratil may repay all of your Capital Bonds early at
any time if there are less than 100,000,000 Capital
Bonds on issue.
You have no right to require that your Capital Bonds
be repaid early unless an Event of Default has
occurred.
See section 5.3 of this PDS (Repayment) for more
information.
Sale on NZX Debt Market
Infratil intends to quote these Capital Bonds on the
NZX Debt Market. This means you may be able to
sell them on the NZX Debt Market before the end of
their term if there are interested buyers. If you sell
your Capital Bonds, the price you get will vary
depending on factors such as the financial condition
of the Infratil Group and movements in the market
interest rates. You may receive less than the full
amount that you paid for them.
How Capital Bonds rank for repayment
In a liquidation of Infratil, each of your Capital Bonds
gives you the right to payment of an amount equal to
the Principal Amount plus all accrued but unpaid
interest. However, in a liquidation of Infratil, it is
unlikely that there will be surplus assets available for
the liquidator to pay all amounts owing to you in
respect of your Capital Bonds.
Your right to payment of this amount will rank:
behind the claims of all creditors of Infratil,
except for the claims and rights described in the
bullet points below;
equally with the claims of other holders of the
Capital Bonds and holders of any other
securities or obligations of Infratil that rank
equally with the Capital Bonds; and
ahead of the rights of Infratil's shareholders and
holders of any other securities or obligations of
Infratil that rank behind the Capital Bonds.
Section 5.7 of this PDS (Ranking) explains how the
Capital Bonds rank in a liquidation of the Infratil
Group.
No security
The Capital Bonds are not secured against any asset
of Infratil or any other person.
Key risks affecting this investment
Investments in debt securities have risks. A key risk
is that Infratil does not meet its commitments to repay
you or pay you interest (credit risk). Section 6 of this
PDS (Risks of investing) discusses the main factors
that give rise to the risk. You should consider if the
credit risk of these debt securities is suitable for you.
The interest rate for these Capital Bonds should also
reflect the degree of credit risk. In general, higher
returns are demanded by investors from businesses
with higher risk of defaulting on their commitments.
You need to decide whether the Offer is fair.
Infratil Product Disclosure Statement
4
Infratil considers that the most significant risk factors
are:
Infratil is a holding company that does not
generate material operating cash flows itself. Its
primary source of cash flows to meet its
obligations, including making payments on the
Capital Bonds, is the distributions that it receives
from the companies it has invested in.
Infratil's investment portfolio is concentrated in a
small number of sectors, jurisdictions and
investments. This concentration exposes Infratil
to a disproportionate risk that one or more
sectors, jurisdictions or investments experiences
a sustained decline in performance or outlook,
operational issues, valuation declines or
refinancing stress. In particular, Infratil's
investment in CDC represents a material
proportion of Infratil's investment portfolio, which
disproportionately exposes Infratil to risks
affecting CDC, including regulatory,
counterparty and technology risk.
Several of the companies that Infratil has
invested in are in a capital-intensive
development phase. Development activities
carry inherent risks, including changes in the
competitive or regulatory environment, forecast
demand not eventuating and a material increase
in development or operating costs which cannot
be passed on to customers.
Infratil may fail to execute its investment
strategy, which could reduce distributions it
receives from the companies Infratil has
invested in, adversely affect the valuation of the
investment portfolio, delay the disposal of
investments or require additional investment by
Infratil.
Infratil's assets consist predominantly of unlisted
equity securities in infrastructure businesses.
These assets are inherently illiquid and asset
realisations may only be achievable over
extended timeframes. Market valuations of the
companies in which Infratil has invested may
also be subject to greater volatility during periods
of market stress, higher interest rates or adverse
market sentiment.
If one or more of these risks eventuate, either
individually or in combination, the detrimental impact
on the Infratil Group's financial performance and
creditworthiness may in turn:
adversely affect the market price and liquidity of
the Capital Bonds; and/or
result in Infratil deferring interest or not making a
payment on the Capital Bonds when due or at
all.
This summary does not cover all of the risks of
investing in the Capital Bonds. You should also read
section 5 (Key features of the Capital Bonds) and
section 6 (Risks of investing) of this PDS.
What is the Capital Bonds' credit rating?
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.
The Capital Bonds have been rated by S&P Global Ratings Australia Pty Limited (S&P Global Ratings). S&P
Global Ratings gives ratings from "AAA" through to "C", excluding ratings attached to entities in default, as set out
in the table below. Ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the rating categories.
As at the date of this PDS, the Capital Bonds have an issue credit rating of BBB- from S&P Global Ratings.
S&P Global
Ratings
issue credit
ratings
AAA AA A BBB
Credit
rating for
the Capital
Bonds
BBB-
BB B CCC CC C
Summary
description
of S&P
Global
Ratings
issue credit
ratings
Capacity of the issuer to meet its financial
commitments on the obligation
Vulnerability of the obligation to non-payment
Extremely
strong
Very
strong
Strong Adequate Less
vulnerable
More
vulnerable
Currently
vulnerable
Highly
vulnerable
Currently
highly
vulnerable
Where you can find other market information
about Infratil
This is a short-form offer document that Infratil is
permitted to use because the Capital Bonds will rank
in priority to existing quoted products of Infratil. The
existing quoted products are Infratil's ordinary
shares, which are quoted on the NZX Main Board
under the ticker code IFT.
Infratil is subject to a disclosure obligation that
requires it to notify certain material information to
NZX for the purpose of that information being made
available to participants in the market and that
information can be found by visiting
www.nzx.com/companies/IFT.
Infratil Product Disclosure Statement
5
Table of contents
1 Key information summary 2
2 Key dates and Offer process 6
3 Terms of the Offer 7
4 Purpose of the Offer 10
5 Key features of the Capital Bonds 11
6 Risks of investing 20
7 Tax 24
8 Tax consequences for overseas Bondholders 24
9 Selling restrictions and indemnity 24
10 Who is involved? 25
11 How to complain 25
12 Where you can find more information 26
13 How to apply 26
14 Contact information 27
15 Glossary 28
Infratil Product Disclosure Statement
6
2 Key dates and Offer process
Opening Date Tuesday, 2 June 2026
The indicative Margin range and the Minimum Initial Interest Rate will be
announced via NZX on or about this date.
Closing Date 11:00am on Friday, 5 June 2026
Rate Set Date Friday, 5 June 2026
Issue Date Monday, 15 June 2026
Expected Date of Initial Quotation
on the NZX Debt Market
Tuesday, 16 June 2026
Interest Payment Dates 15 March, 15 June, 15 September and 15 December of each year during
the term of the Capital Bonds and on the date on which your Capital Bonds
are repaid.
First Interest Payment Date 15 September 2026
First Reset Date 15 June 2032
Maturity Date 15 June 2057
The Opening Date, Closing Date, Rate Set Date, Issue Date and other dates are indicative only and Infratil may
change the dates set out in this PDS. Infratil has the right in its absolute discretion and without notice to close the
Offer early, to extend the Closing Date, or to choose not to proceed with the Offer and the issue of the Capital
Bonds. Infratil will announce any changes to the dates set out in this PDS via NZX as soon as possible.
Infratil Product Disclosure Statement
7
3 Terms of the Offer
3.1 Description of the Capital Bonds
Issuer Infratil Limited.
Description of the debt securities Unsecured, subordinated, repayable, cumulative, interest-bearing capital
bonds.
Term 31 years, ending on the Maturity Date (15 June 2057) unless repaid earlier.
Interest Rate The Interest Rate will be fixed for an initial period of 6 years, after which it
will be reset on each Reset Date.
The Interest Rate from the Issue Date until the First Reset Date (15 June
2032) will be a fixed rate equal to the greater of:
the sum of the Initial Swap Rate on the Rate Set Date (5 June 2026)
plus the Margin; and
the Minimum Initial Interest Rate.
The Interest Rate will reset on each Reset Date to be a fixed rate equal to
the sum of the 5 Year Swap Rate on the Reset Date plus the Margin plus
the Step-up Margin.
See section 5.2 of this PDS (Interest) for more information.
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June,
15 September and 15 December of each year during the term of the Capital
Bonds and on the date on which your Capital Bonds are repaid. The first
Interest Payment Date is 15 September 2026.
Discretionary deferral of interest Infratil may, in its absolute discretion, defer any payment of interest on the
Capital Bonds (except any interest that is due to be paid when the Capital
Bonds are repaid) for up to 5 years. If any interest payment is deferred,
the unpaid interest will remain owing and will itself accrue interest. Deferral
of interest is not an Event of Default.
See section 5.2 of this PDS (Interest) for more information.
Reset Dates The First Reset Date for the Capital Bonds is 15 June 2032, being the date
that is 6 years after the Issue Date. There is a further Reset Date every 5
years after that.
Repayment Infratil must repay all of the Capital Bonds:
on the Maturity Date; or
on the Business Day following an Event of Default,
unless repaid earlier.
Infratil may choose to repay all or some of your Capital Bonds early:
on any Reset Date;
on any date falling in the period of three months prior to the First Reset
Date;
on any Interest Payment Date after a Reset Date if Infratil did not run
an Election Process in respect of the Reset Date or the Election
Process in respect of the Reset Date was unsuccessful; or
at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of your Capital Bonds
early at any time if there are less than 100,000,000 Capital Bonds on issue.
You have no right to require that your Capital Bonds be repaid early unless
an Event of Default has occurred.
See section 5.3 of this PDS (Repayment) for more information, including
the amount that is payable to you when your Capital Bonds are repaid.
Infratil Product Disclosure Statement
8
Ranking of Capital Bonds In a liquidation of Infratil, each of your Capital Bonds rank as unsecured,
subordinated obligations of Infratil, and your claim will rank behind
unsubordinated creditors of Infratil (including holders of Infrastructure
Bonds, claims of senior creditors of Infratil Finance who benefit from a
guarantee from Infratil and any amounts owing to unsubordinated general
and trade creditors, as well as indebtedness preferred by law and secured
indebtedness).
See section 5.7 of this PDS (Ranking) for more information.
Election Process Infratil may run an Election Process in respect of each Reset Date.
Under an Election Process, Infratil may propose new conditions to apply to
the Capital Bonds from the Reset Date. If this occurs, you may elect to
accept or reject the new conditions in respect of all or some of your Capital
Bonds.
Infratil will determine, in its absolute discretion, whether the Election
Process has been successful.
In the case of a successful Election Process:
the new conditions will apply to the Capital Bonds from the Reset Date;
Infratil will purchase any Capital Bonds in respect of which you rejected
the new conditions on the Reset Date; and
if Infratil has set up a resale facility to sell the Capital Bonds it has
purchased to other investors, any sales arranged through the resale
facility will take effect on the Reset Date.
In the case of an unsuccessful Election Process:
the existing conditions will continue to apply to the Capital Bonds;
your Capital Bonds will remain outstanding; and
any sales arranged through a resale facility will be cancelled.
See section 5.6 of this PDS (Election Process) for more information.
3.2 Description of the Offer
Offer amount Up to NZ$150 million of Capital Bonds, with the ability to accept
oversubscriptions at Infratil's discretion.
Issue Price and Principal Amount NZ$1.00 per Capital Bond.
Minimum subscription amount NZ$5,000 and in multiples of NZ$1,000 after that.
Opening Date, Closing Date and
Issue Date
See section 2 of this PDS (Key dates and Offer process).
How to apply There is no public pool of Capital Bonds for the Offer. You can only apply
for Capital Bonds if you are a client of a Joint Lead Manager or other
Primary Market Participant or approved financial intermediary invited to
participate in the Bookbuild. Application instructions are set out in section
13 of this PDS (How to apply).
Further payments, fees and
charges
You are not required to pay brokerage or any other fees or charges to
Infratil to subscribe for Capital Bonds. However, you may have to pay
brokerage or other fees or charges to the Bookbuild participant that you
subscribe for Capital Bonds through.
Allocation of Capital Bonds Following the Bookbuild, Infratil will allocate the Capital Bonds to the
successful Bookbuild participants. Those participants will in turn be solely
responsible for allocating the Capital Bonds to individual investors.
Infratil Product Disclosure Statement
9
Offer in New Zealand This PDS only constitutes an offer of Capital Bonds to investors in New
Zealand in accordance with the selling restrictions contained in section 9 of
this PDS (Selling restrictions and indemnity).
By subscribing for Capital Bonds, you agree to comply with the selling
restrictions and to indemnify Infratil, the Supervisor, the Registrar, the
Arranger and each Joint Lead Manager (and their respective directors,
officers, employees, agents and advisers) in respect of any loss, cost,
liability or expense sustained or incurred as a result of you breaching the
selling restrictions contained in section 9 of this PDS (Selling restrictions
and indemnity).
Governing law The Capital Bonds, the Trust Deed and the Offer are governed by New
Zealand law.
3.3 Trading your Capital Bonds on the NZX Debt Market
Infratil will take all steps necessary to ensure that the Capital Bonds are quoted on the NZX Debt Market. NZX
ticker code IFT380 has been reserved for the Capital Bonds. NZX takes no responsibility for the content of this
PDS. NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the Financial
Markets Conduct Act 2013.
To be eligible to trade your Capital Bonds on the NZX Debt Market, you must have an account with a Primary
Market Participant, a common shareholder number (CSN) and an authorisation code. If you do not have an account
with a Primary Market Participant, you should be aware that opening an account can take a number of days
depending on the Primary Market Participant's new client procedures.
If you do not have a CSN, you will be automatically assigned one if you invest in Capital Bonds. If you do not have
an authorisation code, it is expected that you will be sent one by the Registrar. If you have an account with a
Primary Market Participant and have not received an authorisation code by the date you want to trade your Capital
Bonds, your Primary Market Participant can arrange to obtain your authorisation code from the Registrar. Your
Primary Market Participant will be charged a fee for requesting your authorisation code from the Registrar and may
pass this cost on to you.
You may only transfer your Capital Bonds in aggregate Principal Amount multiples of NZ$1,000, and following any
transfer you and the transferee must each hold Capital Bonds with an aggregate Principal Amount of no less than
NZ$5,000, or no Capital Bonds.
You will likely have to pay brokerage on any transfer of Capital Bonds you make through a Primary Market
Participant.
3.4 Trust Deed
The terms and conditions of the Capital Bonds are set out in the Trust Deed. Bondholders are bound by, and
deemed to have notice of, and acknowledge and agree to the terms of, the Trust Deed.
You can obtain a copy of the Trust Deed from the Disclose Register at www.disclose-
register.companiesoffice.govt.nz (offer number OFR15093).
Infratil Product Disclosure Statement
10
4 Purpose of the Offer
The proceeds of the Offer will be used for the general corporate purposes of the Infratil Group. The use of the
money raised under the Offer will not change depending on the total amount that is raised. The Offer is not
underwritten.
All of the proceeds of the Offer will be lent by Infratil to Infratil Finance. Infratil Finance is a wholly owned subsidiary
of Infratil and acts as the intra-group funding vehicle for the Infratil Group. Infratil Finance receives loans from
Infratil, other members of the Infratil Group and external creditors, and makes loans to other members of the Infratil
Group. The Offer is not being made to obtain funding for any particular member or members of the Infratil Group.
Infratil Product Disclosure Statement
11
5 Key features of the Capital Bonds
5.1 General
A number of the key features of the Capital Bonds are described in section 3 of this PDS (Terms of the Offer). Other
key features of the Capital Bonds and more information about some of the key features described in section 3 of
this PDS (Terms of the Offer) are described below.
The information in this section summarises certain terms of the Trust Deed. You can obtain a copy of the Trust
Deed from the Disclose Register at www.disclose-register.companiesoffice.govt.nz (offer number OFR15093).
5.2 Interest
This section 5.2 explains when interest is payable, how the Interest Rate is determined and how interest payments
are calculated.
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June,
15 September and 15 December of each year during the term of the Capital
Bonds and on the date on which your Capital Bonds are repaid. The first
Interest Payment Date is 15 September 2026.
The Interest Payment Dates are subject to the Business Day convention
described in section 5.5 of this PDS (Payments).
Calculation of interest payments Interest will be payable in equal amounts on each scheduled Interest
Payment Date.
If the Capital Bonds are repaid on a date that is not a scheduled Interest
Payment Date, the interest payable on the date of repayment 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 repayment.
Discretionary deferral of interest Infratil may, in its absolute discretion, defer any payment of interest on the
Capital Bonds for up to 5 years. If any interest payment is deferred, the
unpaid interest will remain owing and will itself accrue interest.
Infratil's right to defer interest does not apply to interest that is due to be
paid on the Maturity Date or on any date on which Infratil has elected to
repay Capital Bonds early.
Deferral of interest is not an Event of Default.
Payment of unpaid interest If an interest payment has been deferred, Infratil:
may, in its absolute discretion, pay all or part of the unpaid interest on
any subsequent Interest Payment Date; and
must pay in full any unpaid interest that remains outstanding on the
earlier of the
fifth anniversary of the Interest Payment Date on which
the deferral of the relevant interest payment occurred, the Maturity
Date and any date on which Infratil has elected to repay Capital Bonds
early.
Interest Rate The Interest Rate will be fixed for an initial period of 6 years, after which it
will be reset on each Reset Date.
The Interest Rate from the Issue Date until the First Reset Date (15 June
2032) will be a fixed rate equal to the greater of:
the sum of the Initial Swap Rate on the Rate Set Date (5 June 2026)
plus the Margin; and
the Minimum Initial Interest Rate.
The indicative Margin range and the Minimum Initial Interest Rate will be
announced by Infratil via NZX on or about the Opening Date (2 June 2026).
The initial Interest Rate and the Margin will be determined by Infratil
following the Bookbuild on the Rate Set Date and will be announced by
Infratil via NZX on or about that date.
Infratil Product Disclosure Statement
12
The Interest Rate will reset on each Reset Date to be a fixed rate equal to
the sum of the 5 Year Swap Rate on the Reset Date plus the Margin plus
the Step-up Margin.
When the Interest Rate is reset, the new Interest Rate will be announced
by Infratil via NZX on or about the date it is reset.
Reset Dates The First Reset Date is 15 June 2032 and subsequent Reset Dates will
occur every 5 years after that date.
Minimum Initial Interest Rate The Minimum Initial Interest Rate is the minimum Interest Rate that may
apply for the first 6 years until the First Reset Date (15 June 2032). The
Minimum Initial Interest Rate will be announced by Infratil via NZX on or
about the Opening Date (2 June 2026).
The Minimum Initial Interest Rate only applies to the determination of the
initial Interest Rate from the Issue Date until the First Reset Date (15 June
2032). It does not apply to the determination of the Interest Rate when it is
reset on any Reset Date.
Swap rate A swap rate is a reference rate commonly used in New Zealand by major
financial institutions.
The Initial Swap Rate is a reference rate for a 6 year period. The Initial
Swap Rate will be determined on the Rate Set Date.
The 5 Year Swap Rate is a reference rate for a 5 year period. The 5 Year
Swap Rate will be determined on the relevant Reset Date.
Swap rates change to reflect market conditions over time, so the relevant
swap rate will likely vary each time the Interest Rate is reset.
Margin The Margin is the rate (expressed as a percentage per annum) determined
by Infratil, in consultation with the Joint Lead Managers, through the
Bookbuild. The Margin will be announced by Infratil via NZX on or about
the Rate Set Date.
Step-up Margin 0.25% per annum.
Distribution Stopper While any unpaid interest is outstanding, Infratil must not (unless approved
by an Extraordinary Resolution of Bondholders):
pay any dividend on, or make any other distribution in respect of, any
of its ordinary shares or other securities or obligations that rank, in
liquidation, behind the Capital Bonds;
acquire, redeem or repay any of its ordinary shares or other securities
or obligations that rank, in liquidation, behind the Capital Bonds; or
provide financial assistance for the acquisition of any of its ordinary
shares or other securities or obligations that rank, in liquidation,
behind the Capital Bonds.
These restrictions are referred to as the "Distribution Stopper".
5.3 Repayment
Your Capital Bonds are a long-term investment with a term of 31 years. However, Infratil may repay your Capital
Bonds early in certain circumstances. This section 5.3 contains further detail on when Infratil may repay your
Capital Bonds.
Mandatory repayment Infratil must repay all the Capital Bonds on the Maturity Date.
If an Event of Default occurs, Infratil must repay all the Capital Bonds on
the Business Day following the Event of Default.
The Events of Default are summarised in section 5.4 of this PDS (Events
of Default).
Early repayment Infratil may choose to repay all or some of your Capital Bonds early in
certain circumstances.
Infratil Product Disclosure Statement
13
Infratil may repay all or some of your Capital Bonds:
on any Reset Date;
on any date falling in the period of three months prior to the First Reset
Date;
on any Interest Payment Date after a Reset Date if Infratil did not run
an Election Process in respect of the Reset Date or the Election
Process in respect of the Reset Date was unsuccessful; or
at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of your Capital Bonds
at any time if there are less than 100,000,000 Capital Bonds on issue.
If Infratil chooses to repay some but not all of the Capital Bonds early, at
least 100,000,000 Capital Bonds must remain outstanding after the partial
repayment. For a partial repayment, Infratil will endeavour to treat all
Bondholders on a proportionate basis but may include adjustments to take
account of the effect on minimum holdings and other logistical
considerations.
Early repayment following
successful Election Process
If Infratil determines, in its absolute discretion, that an Election Process has
been successful, Infratil must purchase any Capital Bonds in respect of
which you have rejected new conditions and that you have elected to sell
in connection with the Election Process on the Reset Date.
Tax Event A Tax Event will occur if Infratil receives an opinion from a reputable legal
counsel or tax adviser that there has been, or will be, a change or
clarification in, or change in the application, interpretation or administration
of, any law, regulation, ruling or directive, as a result of which the interest
payments on the Capital Bonds would no longer be fully deductible for tax
purposes.
Rating Agency Event A Rating Agency Event will occur if:
Infratil receives notice from a Rating Agency that, as a result of a
change in criteria, the Capital Bonds will no longer have the same
equity content classification from that Rating Agency as they had
immediately prior to the change in criteria; or
Infratil ceases to hold an issuer credit rating from at least one Rating
Agency.
Equity content S&P Global Ratings has assigned an "intermediate" equity content to the
Capital Bonds. Where such equity content is assigned, S&P Global
Ratings will consider that the Capital Bonds comprise 50% equity when
calculating Infratil's financial ratios. The equity content is expected to fall
to 0% from 15 June 2037.
Capital structure Infratil believes that hybrid securities such as the Capital Bonds that are
assigned an equity content are an effective capital management tool.
Infratil intends to maintain such instruments as a key feature of its capital
structure going forward.
Repayment price If your Capital Bonds are repaid:
on the Maturity Date;
following an Event of Default;
on a Reset Date or on any date falling in the period of three months
prior to the First Reset Date;
at any time if a Tax Event occurs; or
if there are less than 100,000,000 Capital Bonds on issue,
or purchased by Infratil following a successful Election Process, you will
receive an amount equal to the Principal Amount (NZ$1.00) plus all
accrued but unpaid interest for each Capital Bond repaid or purchased.
Infratil Product Disclosure Statement
14
If your Capital Bonds are repaid:
on any Interest Payment Date after a Reset Date if Infratil did not run
an Election Process in respect of the Reset Date or the Election
Process in respect of the Reset Date was unsuccessful; or
at any time if a Rating Agency Event occurs,
you will receive an amount equal to the greater of:
the Principal Amount plus all accrued but unpaid interest; or
the market value of the Capital Bond (as determined in accordance
with the Trust Deed),
for each Capital Bond repaid.
Bondholders cannot choose to
have the Capital Bonds repaid
early
You have no right to require that your Capital Bonds be repaid early unless
an Event of Default has occurred.
5.4 Events of Default
The Capital Bonds have very limited Events of Default.
Events of Default An Event of Default will occur if:
Infratil fails to pay any deferred interest (plus all accrued but unpaid
interest on the deferred interest) by the fifth anniversary of its original
deferral;
Infratil fails to comply with the Distribution Stopper;
Infratil fails to pay any amount required to be paid on the repayment of
the Capital Bonds;
Infratil fails to pay any amount required to be paid to purchase Capital
Bonds in connection with a successful Election Process;
an insolvency event occurs in respect of Infratil (for example, a
liquidator, receiver or statutory manager is appointed in respect of
Infratil);
Infratil ceases to carry on all or substantially all of its business or
operations; or
any Capital Bond ceases to be enforceable.
For full details of the Events of Default, see Condition 1.1 (Definitions) of
Schedule 1 to the Trust Deed.
Repayment on default If an Event of Default occurs, the Capital Bonds will become immediately
repayable and Infratil must repay you the Principal Amount of your Capital
Bonds plus all accrued but unpaid interest on the Business Day following
the Event of Default.
Deferral of interest is not an Event
of Default
Deferral of interest as described in section 5.2 of this PDS (Interest) is not
an Event of Default.
5.5 Payments
This section 5.5 describes certain provisions that apply to payments on the Capital Bonds.
Business Day convention If a payment date is not a Business Day, Infratil will make payment on the
next Business Day, but no adjustment will be made to the amount of
interest payable.
Entitlement to payments Interest payments on the Capital Bonds will be made to the persons who
are the Bondholders as at the close of business on the tenth day before the
Interest Payment Date on which the interest is paid (whether or not the
Infratil Product Disclosure Statement
15
relevant Interest Payment Date is a Business Day) (or such other day as
may be required by NZX) or, if that day is not a Business Day, the preceding
Business Day.
Any other payments on the Capital Bonds will be made to the persons who
are the Bondholders as at the close of business on the day determined by
Infratil and notified to NZX (or such other day as may be required by NZX).
No set-off Except to the extent required by law, you have no right to set-off any
amounts that Infratil owes to you in connection with the Capital Bonds
against any amounts that you owe to Infratil (whether in connection with
the Capital Bonds or otherwise).
Tax indemnity If Infratil or the Registrar is required to pay an amount of tax on your behalf
(for example, because you did not correctly notify details about your tax
residence), then you indemnify Infratil and the Registrar in respect of that
tax liability, which may be recovered from you or withheld from and set-off
against future payments to you.
5.6 Election Process
Infratil may run an Election Process in respect of each Reset Date.
Election Process Under an Election Process, Infratil may propose new conditions to apply to
the Capital Bonds from a Reset Date. If Infratil decides to run an Election
Process in respect of a Reset Date, Infratil will give you an Election Notice
at least 20 Business Days before the Reset Date that:
sets out the new conditions (for example, a new Margin) that Infratil
proposes to apply to the Capital Bonds from the Reset Date; and
asks you to elect to accept or reject the proposed new conditions.
To make an election, you must complete the Election Notice and return it
to Infratil within the period specified in the Election Notice. You can elect
to accept or reject the proposed new conditions in respect of all or some of
your Capital Bonds.
You will be deemed to have accepted the proposed new conditions in
respect of all of your Capital Bonds if Infratil does not receive a properly
completed Election Notice from you within the period specified in the
Election Notice.
Infratil will determine, in its absolute discretion, whether the Election
Process has been successful. If Infratil wishes to purchase all Capital
Bonds in respect of which Bondholders have rejected the proposed new
conditions, Infratil will notify you that the Election Process has been
successful.
In the case of a successful Election Process:
the new conditions will apply to the Capital Bonds from the Reset Date;
Infratil will purchase any Capital Bonds in respect of which you rejected
the new conditions on the Reset Date; and
if Infratil has set up a resale facility to sell the Capital Bonds it has
purchased to other investors, any sales arranged through the resale
facility will take effect on the Reset Date.
If Infratil does not wish to purchase all Capital Bonds in respect of which
Bondholders have rejected the proposed new conditions, Infratil will notify
you that the Election Process has been unsuccessful.
In the case of an unsuccessful Election Process:
the existing conditions will continue to apply to the Capital Bonds;
your Capital Bonds will remain outstanding; and
any sales arranged through a resale facility will be cancelled.
Infratil Product Disclosure Statement
16
Entitlement to participate in an
Election Process
If Infratil runs an Election Process, the Election Notice will be sent to the
persons who are the Bondholders as at the close of business on the second
Business Day before the Election Notice is sent (or, if that day is not a
Business Day, the preceding Business Day).
Only New Zealand Holders will be entitled to participate in an Election
Process. Infratil may repay Capital Bonds held by non-New Zealand
Holders on the relevant Reset Date.
New Zealand Holders A New Zealand Holder is a Bondholder who has:
a valid New Zealand IRD number;
a valid New Zealand bank account number; and
a New Zealand address.
5.7 Ranking
Ranking in a liquidation of Infratil
The Capital Bonds are unsecured, subordinated debt securities issued by Infratil. In a liquidation of Infratil, each of
your Capital Bonds gives you the right to payment of an amount equal to the Principal Amount plus accrued but
unpaid interest. However, in a liquidation of Infratil, it is unlikely that there will be surplus assets available for the
liquidator to pay all amounts owing to you in respect of your Capital Bonds.
Your right to payment of this amount will rank:
behind the claims of all creditors of Infratil (including the claims of holders of the Infrastructure Bonds, the
claims of senior creditors of Infratil Finance who benefit from a guarantee from Infratil 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 in the bullet points below;
equally with the claims of other holders of the Capital Bonds and holders of any other securities or obligations
of Infratil that rank equally with the Capital Bonds; and
ahead of the rights of Infratil's shareholders and holders of any other securities or obligations of Infratil that
rank behind the Capital Bonds.
Ranking in a liquidation of the Infratil Group
Infratil is a holding company with investments in various companies. Bondholders have no claims against, or
recourse to the assets of, any of those companies. Infratil's ability to make payments on the Capital Bonds is
dependent on the returns it receives from its investments.
In a liquidation of the Infratil Group, creditors of Infratil's subsidiaries (including creditors of Infratil Finance and the
companies that Infratil has invested in) would have to be paid out in full before the distribution of any residual assets
to Infratil's liquidator claiming as the ultimate shareholder of the companies. Only these residual assets would be
available to Infratil's liquidator and, therefore, Infratil's creditors, including Bondholders.
Even if there are residual assets of those companies available to be distributed to Infratil's liquidator, because the
Capital Bonds are subordinated, Bondholders would only be entitled to payment after creditors of Infratil ranking in
priority to the Capital Bonds have been repaid in full. See the ranking table below for more detail.
Infratil is also subject to other restrictions in its bank loan facilities that limit the value of cash and other assets it
may hold (other than shares and other securities held in, or loans to, Infratil's subsidiaries).
Ranking table
The ranking table below shows how the liabilities of the Infratil Group, including the Capital Bonds, and equity rank
in a liquidation of the Infratil Group. The diagram does not describe every type of liability or equity that the Infratil
Group may have over the term of the Capital Bonds.
Infratil considers that information about the liabilities and equity of the Infratil Group provides more useful information
to investors about the ranking of the Capital Bonds.
Infratil Product Disclosure Statement
17
Ranking in a
liquidation of the
Infratil Group
Description Example Liabilities and equity of
Infratil as at 31 March
2026 (NZ$m)
Higher ranking
Liabilities that
rank in priority to
the Capital Bonds
Liabilities of Infratil
Finance and Infratil's
subsidiaries that are
not guaranteed by
Infratil
Secured liabilities,
liabilities given
preference by law, all
unsubordinated
liabilities and all
subordinated liabilities
5,545
Liabilities of Infratil
Finance that are
guaranteed by
Infratil
Creditors of Infratil
Finance who benefit
from a guarantee from
Infratil (including Infratil
Finance's bank lenders)
1,639
Liabilities of Infratil
that rank in priority
to the Capital Bonds
Secured liabilities
(including trade
creditors that retain a
security interest in
products sold to Infratil
until they have been
paid); liabilities given
preference by law
(including amounts
payable to Inland
Revenue); and all
unsubordinated
liabilities (including
holders of Infrastructure
Bonds)
2,462
Liabilities that
rank equally with
the Capital Bonds
(including the
Capital Bonds)
Subordinated debt Capital Bonds 150
Liabilities that
rank below the
Capital Bonds
Not applicable Not applicable 0
Equity
1
Equity Ordinary shares,
reserves and retained
earnings
8,529
Lower ranking
1
The amount of equity stated above includes an amount in relation to Infratil's quoted equity securities (ie Infratil's ordinary
shares which are quoted on the NZX Main Board).
Infratil Product Disclosure Statement
18
Basis of preparation of table
Amounts in the table above (except for the estimated amount of the Capital Bonds) are indicative amounts derived
from the Infratil Group's audited financial statements for the year ended 31 March 2026. The actual amounts of
liabilities and equity of the Infratil Group at the point of its liquidation would be different to the indicative amounts
set out in the diagram above.
The liabilities that rank in priority to the Capital Bonds in a liquidation of the Infratil Group have been subdivided into
3 classes in the ranking table:
liabilities of Infratil Finance and Infratil's subsidiaries that are not guaranteed by Infratil;
liabilities of Infratil Finance that are guaranteed by Infratil; and
liabilities of Infratil that rank in priority to the Capital Bonds.
The liabilities of Infratil Finance and Infratil's subsidiaries that are not guaranteed by Infratil are not liabilities of
Infratil. Creditors of Infratil Finance and Infratil's subsidiaries have no claims against, or recourse to the assets of,
Infratil. However, the claims of all creditors of Infratil Finance and Infratil's subsidiaries structurally rank in priority
to the Capital Bonds, because those creditors would have to be paid out in full before the distribution of any residual
assets to Infratil's liquidator claiming as the ultimate shareholder of the companies.
Infratil has guaranteed certain liabilities of Infratil Finance (including Infratil Finance's bank lenders). Creditors of
Infratil Finance that benefit from the guarantee have an unsecured, unsubordinated claim against Infratil, which
ranks in priority to the Capital Bonds in the liquidation of Infratil.
Liabilities of Infratil that rank in priority to Capital Bonds include secured liabilities, liabilities given preference by law
and all unsubordinated liabilities (including the Infrastructure Bonds). These liabilities represent obligations of
Infratil that rank directly in priority to the Capital Bonds.
The Infratil Group's audited financial statements for the year ended 31 March 2026 do not separate the Infratil
Group's liabilities in this way. However, Infratil considers that subdividing the liabilities that rank in priority to the
Capital Bonds in a liquidation of the Infratil Group into 3 classes helps investors understand the relative ranking of
each type of liability, given that they are not all direct claims on Infratil. The aggregate of the 3 classes of liabilities
that rank in priority to the Capital Bonds in the liquidation of the Infratil Group is equal to the total liabilities stated in
the Infratil Group's audited financial statements for the year ended 31 March 2026.
The table has been adjusted to include the issue of the Capital Bonds, based on an estimated issue size of NZ$150
million. This adjustment does not affect the other amounts listed in the table. The total value of the Capital Bonds
to be issued will be announced by Infratil on or about the Rate Set Date (5 June 2026) via NZX.
Amounts in the table are presented in millions of New Zealand dollars and may be subject to rounding adjustments.
No restrictions on creating further liabilities
There are no restrictions on the Infratil Group creating further liabilities that rank equally with, or in priority to, the
Capital Bonds in a liquidation of the Infratil Group. The Infratil Group could therefore, at any time after the date of
this PDS, create further liabilities that rank equally with, or in priority to, the Capital Bonds in a liquidation of the
Infratil Group. These further liabilities could, for example, be a new series of senior bonds or new borrowing facilities
with bank lenders.
The conditions of the Infrastructure Bonds include a 'liabilities to assets' covenant that provides that the borrowed
money indebtedness of the Issuer Group (as defined in the trust deed for the Infrastructure Bonds) must not exceed
50% of the tangible assets of Infratil and its subsidiaries, which could limit Infratil's ability to create further liabilities.
The covenant is not a condition of the Capital Bonds, so you do not have the benefit of the covenant. The covenant
may be amended or waived by the relevant holders of the Infrastructure Bonds or supervisor, or expire if the
Infrastructure Bonds are repaid while the Capital Bonds are outstanding.
5.8 Other relevant information about the Supervisor and the Trust Deed
Supervisor
The Supervisor is appointed by Infratil under the Trust Deed to act on behalf of Bondholders in relation to matters
connected with Infratil, the Trust Deed or the Capital Bonds on the terms and conditions contained in the Trust
Deed.
Infratil Product Disclosure Statement
19
The Supervisor represents the Bondholders in relation to the Trust Deed (that is, individual Bondholders do not
participate in the administration of the Trust Deed).
Trust Deed
The Trust Deed contains a number of important terms and conditions, including:
the general rule that Bondholders may only enforce their rights under the Trust Deed through the Supervisor;
rules relating to the distribution of proceeds on enforcement received by the Supervisor; and
rules relating to how amendments, waivers and consents can be made or given under the Trust Deed.
The Trust Deed also contains a number of standard provisions, including:
the role of the Supervisor and the powers and duties of the Supervisor; and
the process for amending the Trust Deed.
Infratil and the Supervisor are able to amend or replace provisions in the Trust Deed, including the terms and
conditions of the Capital Bonds, without the approval of Bondholders if Infratil and the Supervisor are satisfied that
the amendment or replacement does not have a material adverse effect on the Bondholders. The Trust Deed may
also be amended if the amendment is approved by an Extraordinary Resolution of Bondholders.
Amendments made in accordance with the terms of the Trust Deed are binding on you even if you did not agree to
them.
You can obtain a copy of the Trust Deed on the Disclose Register at www.disclose-register.companiesoffice.govt.nz
(offer number OFR15093).
Infratil Product Disclosure Statement
20
6 Risks of investing
6.1 Introduction
This section describes the following risks associated with an investment in the Capital Bonds:
general risks of investing in the Capital Bonds;
specific risks relating to Infratil's creditworthiness; and
other specific risks associated with the Capital Bonds.
You should carefully consider these risk factors (together with the other information in this PDS) before deciding
whether to invest in the Capital Bonds. The Capital Bonds differ from the Infrastructure Bonds previously issued
by Infratil, as well as from unsubordinated securities issued by other issuers, and accordingly carry different risks.
This section does not cover all of the risks of investing in the Capital Bonds.
The statement of risks in this section does not take account of your personal circumstances, financial position or
investment requirements. Before making any investment decision, it is important that you consider the suitability of
an investment in the Capital Bonds in light of your individual risk profile for investments, investment objectives and
personal circumstances (including financial and tax issues).
6.2 General risks
An investment in the Capital Bonds is subject to the following general risks:
Infratil may become insolvent and be unable to meet its obligations under the Capital Bonds
If Infratil encounters financial difficulty, this may result in Infratil deferring interest or not making payments on the
Capital Bonds when due or at all.
If Infratil becomes insolvent and is placed into liquidation, it is likely that you will lose all of your investment.
Refer to section 5.7 of this PDS (Ranking) for more information on the ranking of the Capital Bonds in the event of
the liquidation of the Infratil Group.
The market price of the Capital Bonds may fluctuate up or down and the Capital Bonds may trade
below their Principal Amount
The market price of the Capital Bonds on the NZX Debt Market may fluctuate due to various factors, including
liquidity and changes in interest rates, Infratil's financial performance, Infratil's credit rating or the credit rating of the
Capital Bonds (including as a result of a change in rating methodology), and returns on the Capital Bonds.
The Capital Bonds may trade at a market price below their Principal Amount. The key features of the Capital Bonds
may increase the volatility of the market price of the Capital Bonds, and the market price may be more sensitive to
changes in factors such as economic conditions, liquidity and risk tolerances than the market price of the
Infrastructure Bonds or unsubordinated securities issued by other issuers.
If you sell your Capital Bonds at a time where the market price of the Capital Bonds is lower than the Issue Price,
you would lose some of the money you invested.
The liquidity of the Capital Bonds may be low
The market for the Capital Bonds may not be liquid and may be less liquid than the market for the Infrastructure
Bonds or unsubordinated debt securities issued by other issuers.
If liquidity is low, you may not be able to sell your Capital Bonds at an acceptable price, in your desired timeframe,
or at all.
Infratil Product Disclosure Statement
21
6.3 Specific risks relating to Infratil's creditworthiness
Infratil is exposed to a number of risks that may affect its business and, therefore, its financial performance and
creditworthiness.
The circumstances that Infratil is aware of that exist, or could arise, that significantly increase the risk that payments
may not be made on the Capital Bonds when scheduled, or that Infratil may become insolvent, are described below.
These circumstances are based on an assessment of Infratil's business as at the date of this PDS. If the nature or
scope of Infratil's business changes, other circumstances could arise that may affect the risks to Infratil's
creditworthiness. For example, the composition of Infratil's investment portfolio is likely to change over time as
Infratil executes its investment strategy, which may alter Infratil's risk profile.
Infratil is dependent on distributions it receives from its investments
Infratil is a holding company. Its business consists of acquiring, actively managing and developing, and (from time
to time) disposing of, investments in infrastructure businesses. Infratil does not generate material operating cash
flows itself. Its primary source of cash flows to meet its obligations, including making payments on the Capital
Bonds, is the distributions it receives from the companies it has invested in. The ability of the companies that Infratil
has invested in to pay distributions is dependent on a range of factors, including their performance and profitability,
internal investment requirements, restrictions in financing arrangements and legal and regulatory constraints. If
those companies do not pay distributions to Infratil, this may have a material adverse effect on Infratil's ability to
meet its obligations to creditors, including Bondholders.
Infratil's investment portfolio is concentrated in a small number of sectors, jurisdictions and
investments
Infratil invests in infrastructure businesses in four sectors: digital infrastructure, renewable energy, healthcare and
airports. Infratil's investments are concentrated in a small number of jurisdictions (predominantly New Zealand and
Australia, which represent ~79% of the portfolio asset value). A small number of investments account for a
significant proportion of Infratil's investment portfolio by asset value. Infratil's three largest investments (CDC, One
NZ and Longroad Energy) together represent ~75% of the portfolio asset value. This concentration exposes Infratil
to disproportionate risk that one or more of the sectors, jurisdictions or investments experience a sustained decline
in performance or outlook, operational issues, valuation declines or refinancing stress. This may have an adverse
effect on investor sentiment, which may be reflected through lower asset valuations, reduced access to funding,
weaker demand for portfolio assets and delays or discounts on asset realisation. This could have a material adverse
effect on Infratil's financial performance and creditworthiness.
In particular, Infratil's investment in CDC represents a material proportion of Infratil's investment portfolio (~42% of
the portfolio asset value) and makes a meaningful contribution to Infratil's financial performance. Risks that are
specific to CDC include regulatory changes in Australia in relation to data centre development, a debt default, a
significant non-discretionary capital spending requirement, non-performance or failure to meet contractual
obligations, CDC customer or counterparty risk, termination of a material contract (including as a result of a failure
by CDC or the relevant counterparty to satisfy any applicable conditions), technology risk, customer demand and
changes in competitive dynamics. The occurrence of one or more of these risks could have a material adverse
impact on CDC's financial performance and creditworthiness, which could, in turn, have a material adverse impact
on Infratil's financial performance and creditworthiness.
Several of Infratil's investments are in a capital-intensive development phase
Several of the companies that Infratil has invested in (including CDC, Kao Data, Longroad Energy and Gurīn
Energy) are in a capital-intensive development phase. Development activities carry inherent risks, including:
changes in the competitive and regulatory environment, which can reduce the returns that may be achieved;
the forecast demand for projects not eventuating, including due to changes in technology trends;
a material increase in development or operating costs, which cannot be passed on to customers;
project delays or the inability to complete development projects, including due to a failure to secure consents
and other approvals, capability or resources required for projects; and
the inability of the relevant companies to access sufficient debt and equity funding.
The occurrence of one or more of these risks could affect the ability of those companies to pay distributions to
Infratil, adversely affect the valuation of the investment portfolio or require additional investment by Infratil. This
could have a material adverse effect on Infratil's financial performance and creditworthiness.
Infratil Product Disclosure Statement
22
Infratil may fail to execute its investment strategy
Infratil's investment strategy involves acquiring, actively managing and developing, and (from time to time) disposing
of, investments in infrastructure businesses to generate long-term returns. Successful execution of Infratil's
investment strategy is dependent on a range of factors, including management capability, access to funding,
regulatory approvals, market conditions and delivery of development milestones. Delays, cost overruns,
underperformance or failure to execute development projects could reduce the distributions Infratil receives from
the companies Infratil has invested in, adversely affect the valuation of the investment portfolio, delay the disposal
of investments or require additional investment by Infratil. This could have a material adverse effect on Infratil's
financial performance and creditworthiness.
Infratil's assets are illiquid and subject to valuation uncertainty
Infratil's assets consist predominantly of unlisted equity securities in infrastructure businesses. These assets are
inherently illiquid and asset realisations may only be achievable over extended timeframes. In adverse market
conditions, the sale of Infratil's investments may require significant price discounts or may be subject to significant
delays. Market valuations of the companies in which Infratil has invested may also be subject to greater volatility
during periods of market stress, higher interest rates or adverse market sentiment. Material downward revaluations
of Infratil's investments could have a material adverse effect on Infratil's financial performance and creditworthiness.
Infratil is exposed to debt servicing and refinancing risks
Infratil relies on debt markets, including banks and bond markets, for core debt. Adverse changes in the business
or financial performance of Infratil or a company that Infratil has invested in, or in financial markets, may reduce
Infratil's or that company's access to, or increase the cost of, debt funding. This could result in Infratil, or the relevant
company, not maintaining adequate debt facilities or being unable to renew or replace existing debt facilities when
they mature. This could adversely affect Infratil and the relevant company's financial performance and, in extreme
circumstances, could affect Infratil's ability to meet its obligations when due, including under the Capital Bonds. If
Infratil is unable to access funding to refinance maturing debt, it may need to sell investments to repay that debt.
In those circumstances, the timing of the sale may mean that Infratil is not able to maximise the value of that
investment.
Infratil is exposed to movements in exchange rates
A material portion of Infratil's investments are denominated in currencies other than New Zealand dollars, primarily
Australian and US dollars. Infratil does not generally hedge the foreign currency exposure of its long-term
investments. Movements in exchange rates may adversely affect the New Zealand dollar value of distributions that
Infratil receives from its investments and the valuation of Infratil's investment portfolio.
Possible impact of risks
Infratil expects some of the risks described in this section 6.3 to arise in the normal course of its business. When
they do, this can lead to a decrease in the distributions that it receives from the companies it has invested in, a
decrease to the value of the investment portfolio or require additional investment by Infratil.
Infratil's investment strategy attempts to manage these risks and in the normal course of business these risks are
not expected to have a material adverse impact on Infratil. For example, Infratil's strategy to ensure that it can meet
its payment obligations includes using its control positions in most of the companies that it has invested in to defer
any capital requirements or increase distributions from other companies, paying incentive fees in shares, reducing
or suspending dividends to Infratil's shareholders and proactive management of its debt maturity profile to minimise
refinancing risk.
However, circumstances outside the normal course of business can arise which may make the risks more difficult
to manage and impact Infratil more severely. A failure to adequately manage these risks could mean that Infratil
defers interest payments on the Capital Bonds, is not able to make a payment on the Capital Bonds when due, or
repay the Capital Bonds when required, which means you could lose all or some of the money you invest in the
Capital Bonds.
In addition, a deterioration in the financial performance or creditworthiness of Infratil may adversely affect Infratil's
issuer credit rating or the issue credit rating and/or the market price and liquidity of the Capital Bonds, which means
you may not be able to sell your Capital Bonds at an acceptable price or at all.
Infratil Product Disclosure Statement
23
6.4 Other specific risks associated with the Capital Bonds
An investment in the Capital Bonds is subject to the following other risks associated with the Capital Bonds
specifically:
In a liquidation of Infratil, it is unlikely that you will receive repayment of any amount owing on
your Capital Bonds
The Capital Bonds are subordinated. In a liquidation of Infratil, your claim as a Bondholder to an amount equal to
the Principal Amount plus all accrued but unpaid interest would not be paid until all amounts owed by Infratil to its
unsubordinated creditors are paid in full. After the repayment of Infratil's unsubordinated creditors, it is unlikely that
there will be surplus assets available for the liquidator to pay any amount owing to you in respect of your Capital
Bonds.
Refer to section 5.7 of this PDS (Ranking) for more information on the ranking of the Capital Bonds in the event of
the liquidation of the Infratil Group.
Interest payments may be deferred
Infratil may, in its absolute discretion, defer any payment of interest on the Capital Bonds. Deferral of interest is not
an Event of Default. You will have no right to take action against Infratil or any other person in respect of any
deferral of interest.
Refer to section 5.2 of this PDS (Interest) for more information on Infratil's right to defer interest payments.
The Interest Rate may go down
The Interest Rate will be a fixed rate until the First Reset Date (15 June 2032). The Interest Rate on the Capital
Bonds will thereafter be reset on each further Reset Date (if the Capital Bonds are not redeemed prior). The Interest
Rate following a Reset Date may be lower than the Interest Rate that applies prior to the Reset Date.
The Capital Bonds may not be repaid early
The Capital Bonds are a long-term investment. The Capital Bonds are scheduled to be repaid on the Maturity Date
(15 June 2057). You have no right to require that your Capital Bonds be repaid before the Maturity Date unless an
Event of Default has occurred. Infratil may repay the Capital Bonds early in certain circumstances but may choose
not to do so.
Unless your Capital Bonds are repaid early by Infratil, to realise your investment before the Maturity Date you would
need to sell your Capital Bonds on the NZX Debt Market at the prevailing market price. You may be unable to find
a buyer or the amount that you receive may be less than the Issue Price that you paid for the Capital Bonds.
Refer to section 5.3 of this PDS (Repayment) for more information on Infratil's right to repay the Capital Bonds early.
The Capital Bonds may be repaid early
Although the Capital Bonds have a term of 31 years, Infratil can choose to repay all or some of the Capital Bonds
early in certain circumstances. You may be disadvantaged if your Capital Bonds are repaid early. For instance, if
your Capital Bonds are repaid, you may not be able to invest the proceeds at a comparable return. The early
repayment of your Capital Bonds and the reason for it may not be your preference.
Refer to section 5.3 of this PDS (Repayment) for more information on Infratil's right to repay the Capital Bonds early.
Infratil Product Disclosure Statement
24
7 Tax
The returns on the Capital Bonds may be affected by taxes. The information in this section 7 and section 8 (Tax
consequences for overseas Bondholders) is a summary of the withholding tax treatment under the Tax Act on
payments of interest on the Capital Bonds. This summary is based on the law in force at the date of this PDS. It
does not address all New Zealand tax issues which may be relevant to Bondholders generally or to certain classes
of Bondholders (including custodians and other third parties who hold the Capital Bonds on behalf of any person,
transitional residents, and taxpayers subject to special tax rules). This summary does not constitute legal or tax
advice to any particular prospective Bondholder.
If you are a tax resident in New Zealand or otherwise receive payments of interest on the Capital Bonds that are
subject to the resident withholding tax (RWT) rules, RWT will be deducted from payments of interest to you, unless
you provide satisfactory evidence that you are exempt from RWT. Infratil will not be required to gross-up, indemnify
or make any additional payment to you on account of RWT.
There may be other tax consequences from acquiring or disposing of the Capital Bonds, including under the
financial arrangements rules in the Tax Act.
If you have any questions regarding the tax consequences of investing in the Capital Bonds, you should seek advice
from a tax adviser.
8 Tax consequences for overseas Bondholders
If you are not a tax resident in New Zealand or otherwise receive payments of interest on the Capital Bonds that
are subject to the non-resident withholding tax (NRWT) rules, NRWT may be deducted from payments of interest
to you.
Where NRWT is required to be withheld, Infratil may elect, unless you otherwise request Infratil to deduct NRWT,
to reduce the rate of NRWT to 0% by paying, on your account, the approved issuer levy (currently equal to 2% of
the relevant interest payment). Where the approved issuer levy applies, in certain circumstances an election may
be made to reduce the rate of the levy to 0%. If applicable, Infratil may (but is not obliged to) make such election
to reduce the levy to 0%. Infratil will not be required to gross-up, indemnify or make any additional payment to you
on account of NRWT or the approved issuer levy.
If you have any questions regarding the tax consequences of investing in the Capital Bonds, you should seek advice
from a tax adviser.
9 Selling restrictions and indemnity
The Capital Bonds may only be offered for sale or sold in accordance with the selling restrictions contained in this
section.
By subscribing for Capital Bonds, you agree to comply with the Selling Restrictions and to indemnify Infratil, the
Supervisor, the Registrar, the Arranger and each Joint Lead Manager (and their respective directors, officers,
employees, agents and advisers) in respect of any loss, cost, liability or expense sustained or incurred as a result
of you breaching the Selling Restrictions.
The Selling Restrictions may be modified by Infratil, including following a change in a relevant law, regulation or
directive.
This PDS only constitutes an offer of Capital Bonds to investors in New Zealand and does not constitute an offer of
Capital Bonds in any jurisdiction other than New Zealand.
Infratil has not taken and will not take any action which would permit a public or regulated offering of the Capital
Bonds, or possession or distribution of any offering material in respect of the Capital Bonds, in any country or
jurisdiction other than New Zealand.
The Capital Bonds may only be offered for sale or sold in compliance with all applicable laws and regulations in any
country or jurisdiction in which they are offered, sold or delivered.
This PDS and any other offering material in respect of the Capital Bonds may only be published, delivered or
distributed in compliance with all applicable laws and regulations (including those of the country or jurisdiction in
which the material is published, delivered or distributed).
Infratil Product Disclosure Statement
25
10 Who is involved?
Name Role
Issuer Infratil Limited Issuer of the Capital Bonds
Supervisor Trustees Executors Limited
Holds certain rights on trust for the benefit
of the Bondholders, including the right to
enforce Infratil's obligations under the
Capital Bonds
Arranger Bank of New Zealand Provides assistance to Infratil with
arranging the Offer and organising the
Bookbuild
Joint Lead Managers Bank of New Zealand
Craigs Investment Partners Limited
Forsyth Barr Limited
Assist with the Bookbuild and the
marketing and distribution of the Capital
Bonds
Registrar MUFG Pension & Market Services (NZ)
Limited
Maintains the Register of Bondholders
11 How to complain
If you have any problems or concerns about the Capital Bonds, contact Infratil via the contact details set out in
section 14 of this PDS (Contact information) outlining your problems or concerns and Infratil will endeavour to
resolve the issues.
Infratil is a member of an external, independent dispute resolution scheme operated by Financial Services
Complaints Limited (FSCL). If Infratil has not been able to resolve your issue, you can refer the matter to FSCL by:
completing a complaint form at www.fscl.org.nz/make-a-complaint/the-complaints-process;
emailing complaints@fscl.org.nz;
calling FSCL on 0800 347 257; or
post by contacting the Complaint Investigation Officer, Financial Services Complaints Limited, Level 4, 101
Lambton Quay, Wellington 6011.
The scheme will not charge a fee to any complainant to investigate or resolve a complaint.
You may also direct any complaints about the Capital Bonds to the Supervisor at the contact details below:
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Phone: +64 800 878 783
The Supervisor is also a member of the FSCL dispute resolution scheme. If the Supervisor has not been able to
resolve your issue, you can refer the matter to FSCL using the contact details set out above. The scheme will not
charge a fee to any complainant to investigate or resolve a complaint.
Infratil Product Disclosure Statement
26
12 Where you can find more information
Further information relating to Infratil and the Capital Bonds is available free of charge on the online Disclose
Register maintained by the Companies Office.
The Disclose register can be accessed at www.disclose-register.companiesoffice.govt.nz (offer number
OFR15093).
A copy of the information on the Disclose Register is also available on request to the Registrar of Financial Service
Providers at www.fsp-register.companiesoffice.govt.nz/about/contact-us/email-us.
The information contained on the Disclose Register includes a copy of the Trust Deed and an issue credit rating
report from S&P Global Ratings in relation to the Capital Bonds.
Infratil is subject to a disclosure obligation that requires it to notify certain material information to NZX for the purpose
of that information being made available to participants in the market and that information can be found by visiting
www.nzx.com/companies/IFT. You can obtain information, including information made available under the
disclosure obligation referred to above, free of charge.
This is a short-form offer document. A condition of relying on the short-form disclosure regime is that Infratil must
release a Cleansing Notice to the NZX that contains material information in relation to the Capital Bonds which has
not already been disclosed to the market (eg because of an exclusion in the Listing Rules). The Cleansing Notice
will be released to NZX on the Opening Date (2 June 2026) and will be able to be accessed free of charge at
www.nzx.com/companies/IFT.
13 How to apply
There is no public pool for Capital Bonds under the Offer. All of the Capital Bonds offered under the Offer have
been reserved for subscription by clients of the Joint Lead Managers, other Primary Market Participants and
approved financial intermediaries invited to participate in the Bookbuild.
This means you can only apply for Capital Bonds if you are a client of a Joint Lead Manager, other Primary Market
Participant or approved financial intermediary who has obtained an allocation. You can find a Primary Market
Participant by visiting www.nzx.com/investing/find-a-participant.
The Joint Lead Manager, Primary Market Participant or approved financial intermediary will:
give you a copy of this PDS;
explain what you need to do to apply for Capital Bonds; and
explain what payments need to be made by you and by when.
The Joint Lead Manager, other Primary Market Participant or approved financial intermediary can also explain what
arrangements will need to be put in place for you to trade the Capital Bonds, including obtaining a CSN, an
authorisation code and opening an account with a Primary Market Participant as well as the costs and timeframes
for putting such arrangements in place.
Infratil Product Disclosure Statement
27
14 Contact information
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone: 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone: 0800 878 783
Registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland, 1010
PO Box 91976
Auckland 1142
Telephone: 09 375 5998
Arranger and Joint Lead Manager
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone: 09 924 9602
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
Infratil Product Disclosure Statement
28
15 Glossary
Arranger Bank of New Zealand
Bondholder a person whose name is entered in the Register as a holder of a Capital Bond
Bookbuild the process conducted after the closing of the Offer whereby certain investors lodge
bids for Capital Bonds and, on the basis of those bids, Infratil, in consultation with
the Joint Lead Managers, determines the Margin and allocations of the Capital
Bonds
Business Day for the purposes of giving notices, a day which is a business day within the meaning
of the Listing Rules; and
for all other purposes, a day (other than a Saturday or Sunday) on which registered
banks are generally open for business in New Zealand
Capital Bonds the capital bonds issued and created pursuant to the Trust Deed and offered under
this PDS
CDC CDC Group Holdings Pty Ltd
Cleansing Notice the notice released to NZX on the date of this PDS in accordance with the Financial
Markets Conduct Regulations 2014
Closing Date the "Closing Date" specified in section 2 of this PDS (Key dates and Offer process)
Disclose Register
the online offer register maintained by the Companies Office and the Registrar of
Financial Service Providers known as the "Disclose Register", which can be
accessed at www.disclose-register.companiesoffice.govt.nz
Distribution Stopper has the meaning given to that term in section 5.2 of this PDS (Interest) under the
heading "Distribution Stopper"
Election Notice
the notice given by Infratil to Bondholders to initiate an Election Process, which sets
out the new conditions that Infratil proposes to apply to the Capital Bonds from the
Reset Date and asks Bondholders to elect to accept or reject the proposed new
conditions
Election Process is described in section 5.6 of this PDS (Election Process)
Event of Default
each event set out in Condition 1.1 (Definitions) of Schedule 1 to the Trust Deed,
which are summarised in section 5.4 of this PDS (Events of Default)
Extraordinary
Resolution
a resolution approved by Bondholders holding Capital Bonds with a combined
Principal Amount of no less than 75% of the aggregate Principal Amount of the
Capital Bonds then outstanding held by those Bondholders who are entitled to vote
and who vote on the question
First Reset Date 15 June 2032
Gurīn Energy Gurin Energy Pte. Ltd.
Infrastructure Bonds
the unsecured, unsubordinated debt securities issued by Infratil that are quoted on
the NZX Debt Market under the ticker codes IFT270, IFT280, IFT310, IFT320,
IFT330, IFT340, IFT350, IFT360, IFT370, IFTHA and IFTHC
Infratil Infratil Limited
Infratil Finance Infratil Finance Limited
Infratil Group Infratil and its subsidiaries
Initial Swap Rate
the mid-market rate for a New Zealand Dollar interest rate swap of a term matching
the period from the Issue Date to the First Reset Date (15 June 2032) as determined
by the Issuer, in consultation with the Arranger, on the Rate Set Date in accordance
with market convention with reference to Bloomberg page 'ICNZ2' (or any successor
page) expressed as a percentage rate per annum on a quarterly basis (rounded to
two decimal places, if necessary, with 0.005 rounded up)
Infratil Product Disclosure Statement
29
Interest Payment Dates 15 March, 15 June, 15 September and 15 December of each year during the term
of the Capital Bonds and on the date on which your Capital Bonds are repaid,
subject to the Business Day convention described in section 5.5 of this PDS
(Payments)
Interest may be deferred by Infratil as described in section 5.2 of this PDS (Interest)
Interest Rate
the interest rate for the Capital Bonds that applies from time to time, as described in
section 5.2 of this PDS (Interest)
Issue Date the "Issue Date" specified in section 2 of this PDS (Key dates and Offer process)
Issue Price NZ$1.00 per Capital Bond
Joint Lead Managers Bank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr Limited
Kao Data Kao Data Limited
Listing Rules the listing rules of NZX (as amended, varied or waived from time to time)
Longroad Energy Longroad Energy Holdings, LLC
Margin the rate (expressed as a percentage per annum) determined by Infratil, in
consultation with the Joint Lead Managers, through the Bookbuild and announced
by Infratil via NZX on or about the Rate Set Date
Maturity Date the "Maturity Date" specified in section 2 of this PDS (Key dates and Offer process)
Minimum Initial Interest
Rate
the minimum Interest Rate that may apply for the first 6 years until the First Reset
Date, as announced by Infratil on or about the Opening Date
Morrison Morrison & Co Infrastructure Management Limited, a member of the H.R.L. Morrison
& Co Group Limited Partnership
New Zealand Holder is described in section 5.6 of this PDS (Election Process)
NRWT non-resident withholding tax
NZX NZX Limited
NZX Debt Market the debt market operated by NZX
Offer the offer of Capital Bonds made in this PDS
One NZ One New Zealand Group Limited
Opening Date the "Opening Date" specified in section 2 of this PDS (Key dates and Offer process)
PDS this product disclosure statement
Primary Market
Participant
has the meaning given to that term in the NZX Participant Rules (as amended,
varied or waived from time to time)
Principal Amount NZ$1.00 per Capital Bond
Rate Set Date the "Rate Set Date" specified in section 2 of this PDS (Key dates and Offer process)
Rating Agency
S&P Global Ratings (or its successors) or such other approved rating agency (within
the meaning of the Financial Markets Conduct Act 2013) appointed by Infratil from
time to time
Rating Agency Event has the meaning given to that term in the Trust Deed, which is summarised in
section 5.3 of this PDS (Repayment)
Register the register in respect of the Capital Bonds maintained by the Registrar
Registrar MUFG Pension & Market Services (NZ) Limited
Reset Dates 15 June 2032 and every 5 years after that
RWT resident withholding tax
Infratil Product Disclosure Statement
30
Selling Restrictions has the meaning given to that term in section 9 of this PDS (Selling restrictions and
indemnity)
S&P Global Ratings S&P Global Ratings Australia Pty Limited
Step-up Margin 0.25% per annum
subsidiary
has the meaning given to that term in section 5 of the Companies Act 1993, or an
"in-substance" subsidiary, in accordance with any applicable financial reporting
standard
Supervisor Trustees Executors Limited or such other supervisor as may be appointed in
accordance with the Trust Deed from time to time
Tax Act Income Tax Act 2007
Tax Event
has the meaning given to that term in the Trust Deed, which is summarised in
section 5.3 of this PDS (Repayment)
Trust Deed the trust deed dated 26 May 2026 between Infratil and the Supervisor
5 Year Swap Rate either:
the mid-market rate for a New Zealand Dollar interest rate swap for a 5-year
term commencing on the relevant Reset Date as determined by the Issuer at
11:00am on a Reset Date in accordance with market convention with reference
to the Bloomberg page ICNZ2 (or its successor page); or
if the rate is unable to be determined in that manner, the average of the bid and
offered swap rates quoted to the Issuer by three registered banks (or such one
or more of them as are quoting) at or about 11:00am on a Reset Date for an
interest rate swap with a term equal to 5 years
in each case, expressed as a percentage rate per annum on a quarterly basis
(rounded to two decimal places, if necessary, with 0.005 rounded up)
---
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INDICATIVE
TERMS SHEET
For an offer of Capital Bonds by Infratil Limited
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INirlalet-lar-lare ie) ial -r-\e MY ar-te|-16 Joint Lead Managers
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1
Arranger and Joint Lead ManagerJoint Lead Managers
INDICATIVE
TERMS SHEET
For an offer of Capital Bonds by Infratil Limited
Dated: 26 May 2026
1
Indicative Terms Sheet dated 26 May 2026
This Indicative Terms Sheet (Terms Sheet) sets out the key terms of an offer (Offer) by Infratil Limited (Infratil) of
up to $150 million (with the ability to accept oversubscriptions at Infratil's discretion) unsecured, subordinated,
repayable, cumulative, interest-bearing capital bonds maturing on 15 June 2057 (Capital Bonds).
This Terms Sheet is a summary only. It should be read together with the product disclosure statement for the offer
of Capital Bonds by Infratil dated 26 May 2026 (PDS). The PDS is available on the Disclose Register maintained
by the Companies Office at www.disclose-register.companiesoffice.govt.nz (offer number OFR15093) or can be
obtained from the Joint Lead Managers, other Primary Market Participants or your usual financial advice provider.
Unless the context otherwise requires, capitalised terms used in this Terms Sheet have the meaning given to them
in the PDS.
Investors should carefully consider the features of the Capital Bonds, which are different to the features of the
Infrastructure Bonds previously issued by Infratil and other unsubordinated bonds issued by other issuers. Those
features include the subordinated nature of the Capital Bonds, the potential for Infratil to defer interest payments,
optional early repayment rights for Infratil and limited Events of Default.
Key Dates for the Offer
PDS lodgement Tuesday, 26 May 2026
Opening Date Tuesday, 2 June 2026
Closing Date 11:00am on Friday, 5 June 2026
Rate Set Date Friday, 5 June 2026
Issue Date Monday, 15 June 2026
Expected Date of Initial
Quotation on the NZX
Debt Market
Tuesday, 16 June 2026
Key Dates for the Capital Bonds
Maturity Date 15 June 2057
First Interest Payment
Date
15 September 2026
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year during the term of the Capital Bonds
and on the date on which the Capital Bonds are repaid. The first Interest Payment
Date is 15 September 2026.
Reset Dates The First Reset Date is 15 June 2032 and subsequent Reset Dates will occur every
5 years after that date.
Early repayment Infratil may choose to repay all or some of the Capital Bonds early in certain
circumstances.
Infratil may repay all or some of the Capital Bonds:
on any Reset Date;
on any date falling in the period of three months prior to the First Reset Date;
on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of the Capital Bonds at any
time if there are less than 100,000,000 Capital Bonds on issue.
2
The Opening Date, Closing Date, Rate Set Date, Issue Date and other dates are indicative only and Infratil may
change the dates set out in this Terms Sheet. Infratil has the right in its absolute discretion and without notice to
close the Offer early, to extend the Closing Date, or to choose not to proceed with the Offer and the issue of the
Capital Bonds. Infratil will announce any changes to the dates set out in this Terms Sheet via NZX as soon as
possible.
Key terms of the Capital Bonds
Issuer Infratil Limited.
Description of the debt
securities
Unsecured, subordinated, repayable, cumulative, interest-bearing capital bonds.
Term 31 years, ending on the Maturity Date (15 June 2057) unless repaid earlier.
Ranking In a liquidation of Infratil, each Capital Bond gives the Bondholder the right to
payment of an amount equal to the Principal Amount plus all accrued but unpaid
interest.
The right to payment of this amount will rank:
behind the claims of all creditors of Infratil (including the claims of holders of
the Infrastructure Bonds, the claims of senior creditors of Infratil Finance who
benefit from a guarantee from Infratil 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 claims of other Bondholders and holders of any other securities
or obligations of Infratil that rank equally with the Capital Bonds; and
ahead of the rights of Infratil's shareholders and holders of any other securities
or obligations of Infratil that rank behind the Capital Bonds.
In a liquidation of Infratil, it is unlikely that there will be surplus assets available for
the liquidator to pay all amounts owing to Bondholders in respect of the Capital
Bonds.
Infratil is a holding company with investments in various companies. Bondholders
have no claims against, or recourse to the assets of, any of those companies.
Infratil's ability to make payments on the Capital Bonds is dependent on the returns
it receives from its investments.
In a liquidation of the Infratil Group, creditors of Infratil's subsidiaries (including
creditors of Infratil Finance and the companies that Infratil has invested in) would
have to be paid out in full before the distribution of any residual assets to Infratil's
liquidator claiming as the ultimate shareholder of the companies. Only these
residual assets would be available to Infratil's liquidator and, therefore, Infratil's
creditors, including Bondholders.
Even if there are residual assets of those companies available to be distributed to
Infratil's liquidator, because the Capital Bonds are subordinated, Bondholders
would only be entitled to payment after creditors of Infratil ranking in priority to the
Capital Bonds have been repaid in full.
Infratil is also subject to other restrictions in its bank loan facilities that limit the
value of cash and other assets it may hold (other than shares and other securities
held in, or loans to, Infratil's subsidiaries).
Purpose The proceeds of the Offer will be used for the general corporate purposes of the
Infratil Group. All of the proceeds of the Offer will be lent by Infratil to Infratil
Finance. Infratil Finance acts as the intra-group funding vehicle for the Infratil
Group.
No guarantee The Capital Bonds are not guaranteed by any member of the Infratil Group or any
other person.
Further indebtedness Infratil may incur further liabilities without the consent of Bondholders. This means
Infratil may, at any time, incur further liabilities that rank equally with, or in priority
to, the Capital Bonds.
3
Credit ratings Infratil issuer credit
rating
Capital Bonds issue
credit rating
S&P Global Ratings BBB+ BBB-
S&P Global Ratings' issue credit rating for the Capital Bonds is two notches below
S&P Global Ratings' issuer credit rating for Infratil to reflect the Capital Bonds'
subordination and the potential for interest payments to be deferred.
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 a rating agency to buy, sell or hold the
Capital Bonds. The above 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 S&P
Global Ratings.
Offer amount Up to NZ$150 million of Capital Bonds, with the ability to accept oversubscriptions
at Infratil's discretion.
Issue Price and Principal
Amount
NZ$1.00 per Capital Bond.
Maturity Date 15 June 2057
Reset Dates The First Reset Date is 15 June 2032 and subsequent Reset Dates will occur every
5 years after that date.
Interest Rate The Interest Rate will be fixed for an initial period of 6 years, after which it will be
reset on each Reset Date.
Interest Rate until the First Reset Date
The Interest Rate from the Issue Date until the First Reset Date (15 June 2032) will
be a fixed rate equal to the greater of:
the sum of the Initial Swap Rate (a reference rate for a 6 year period) on the
Rate Set Date (5 June 2026) plus the Margin; and
the Minimum Initial Interest Rate.
The initial Interest Rate and the Margin will be determined by Infratil following the
Bookbuild on the Rate Set Date and will be announced by Infratil via NZX on or
about that date.
Interest Rate following the First Reset Date
The Interest Rate will reset on each Reset Date to be a fixed rate equal to the sum
of the 5 Year Swap Rate on the Reset Date plus the Margin plus the Step-up
Margin.
When the Interest Rate is reset, the new Interest Rate will be announced by Infratil
via NZX on or about the date it is reset.
Minimum Initial Interest
Rate
The Minimum Initial Interest Rate is the minimum Interest Rate that may apply for
the first 6 years until the First Reset Date (15 June 2032). The Minimum Initial
Interest Rate will be announced by Infratil via NZX on or about the Opening Date
(2 June 2026).
The Minimum Initial Interest Rate only applies to the determination of the initial
Interest Rate from the Issue Date until the First Reset Date (15 June 2032). It does
not apply to the determination of the Interest Rate when it is reset on any Reset
Date.
4
Margin The Margin is the rate (expressed as a percentage per annum) determined by
Infratil, in consultation with the Joint Lead Managers, through the Bookbuild.
The indicative Margin range for the Capital Bonds will be announced by Infratil via
NZX on or about the Opening Date (2 June 2026). The actual Margin for the Capital
Bonds will be announced by Infratil via NZX on or about the Rate Set Date (5 June
2026).
Step-up Margin 0.25% per annum.
Initial Swap Rate The mid-market rate for a New Zealand Dollar interest rate swap of a term matching
the period from the Issue Date to the First Reset Date (15 June 2032) as
determined by Infratil, in consultation with the Arranger, on the Rate Set Date in
accordance with market convention with reference to Bloomberg page 'ICNZ2' (or
any successor page) 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 Swap Rate Either:
the mid-market rate for a New Zealand Dollar interest rate swap for a 5-year
term commencing on the relevant Reset Date determined by Infratil at
11:00am on a Reset Date in accordance with market convention with
reference to the Bloomberg page 'ICNZ2' (or its successor page); or
if the rate is unable to be determined in that manner, the average of the bid
and offered swap rates quoted to Infratil by three registered banks (or such
one or more of them as are quoting) at or about 11:00am on a Reset Date for
an interest rate swap with a term equal to 5 years,
in each case, expressed as a percentage rate per annum on a quarterly basis
(rounded to two decimal places, if necessary, with 0.005 rounded up).
Interest Payment Dates Interest is scheduled to be paid quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year during the term of the Capital Bonds
and on the date on which the Capital Bonds are repaid.
The first Interest Payment Date is 15 September 2026.
Interest will be paid to the Holder of the Capital Bond on the Record Date for each
Interest Payment Date.
Calculation of interest
payments
Infratil will pay interest in arrear in equal amounts on each Interest Payment Date.
If the Capital Bonds are repaid on a day that is not a scheduled Interest Payment
Date, the interest payable on the date of repayment 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 repayment.
Discretionary deferral of
interest
Infratil may, in its absolute discretion, defer any payment of interest on the Capital
Bonds for up to 5 years.
If any interest payment is deferred, the unpaid interest will remain owing and will
itself accrue interest.
Infratil's 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 Infratil has elected to repay Capital
Bonds early.
Deferral of interest is not an Event of Default.
See section 5.2 (Interest) of the PDS for more information.
Distribution Stopper While any unpaid interest is outstanding, Infratil must not (unless approved by an
Extraordinary Resolution of Bondholders):
pay any dividend on, or make any other distribution in respect of, any of its
ordinary shares or other securities or obligations that rank, in liquidation,
behind the Capital Bonds;
acquire, redeem or repay any of its ordinary shares or other securities or
obligations that rank, in liquidation, behind the Capital Bonds; or
provide financial assistance for the acquisition of any of its ordinary shares or
other securities or obligations that rank, in liquidation, behind the Capital
Bonds.
5
See section 5.2 (Interest) of the PDS for more information.
Mandatory repayment Infratil must repay all the Capital Bonds on the Maturity Date.
If an Event of Default occurs, Infratil must repay all the Capital Bonds on the
Business Day following the Event of Default.
Events of Default The Capital Bonds have very limited Events of Default.
An Event of Default will occur if:
Infratil fails to pay any deferred interest (plus all accrued but unpaid interest on
the deferred interest) by the fifth anniversary of its original deferral;
Infratil fails to comply with the Distribution Stopper;
Infratil fails to pay any amount required to be paid on the repayment of the
Capital Bonds;
Infratil fails to pay any amount required to be paid to purchase Capital Bonds
in connection with a successful Election Process;
an insolvency event occurs in respect of Infratil (for example, a liquidator,
receiver or statutory manager is appointed in respect of Infratil);
Infratil ceases to carry on all or substantially all of its business or operations;
or
any Capital Bond ceases to be enforceable.
Early repayment Infratil may choose to repay all or some of the Capital Bonds early in certain
circumstances.
Infratil may repay all or some of the Capital Bonds:
on any Reset Date;
on any date falling in the period of three months prior to the First Reset Date;
on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
at any time if a Tax Event or Rating Agency Event occurs.
Infratil may choose to repay all (but not some only) of the Capital Bonds at any time
if there are less than 100,000,000 Capital Bonds on issue.
If Infratil chooses to repay some but not all of the Capital Bonds early, at least
100,000,000 Capital Bonds must remain outstanding after the partial repayment.
For a partial repayment, Infratil will endeavour to treat all Bondholders on a
proportionate basis but may include adjustments to take account of the effect on
minimum holdings and other logistical considerations.
Bondholders have no right to require that their Capital Bonds be repaid early unless
an Event of Default has occurred.
See section 5.3 (Repayment) of the PDS for more information.
Tax Event A Tax Event will occur if Infratil receives an opinion from a reputable legal counsel
or tax adviser that there has been, or will be, a change or clarification in, or change
in the application, interpretation or administration of, any law, regulation, ruling or
directive, as a result of which the interest payments on the Capital Bonds would no
longer be fully deductible for tax purposes.
Rating Agency Event A Rating Agency Event will occur if:
Infratil receives notice from a Rating Agency that, as a result of a change in
criteria, the Capital Bonds will no longer have the same equity content
classification from that Rating Agency as they had immediately prior to the
change in criteria; or
Infratil ceases to hold an issuer credit rating from at least one Rating Agency.
6
Equity content S&P Global Ratings has assigned an "intermediate" equity content to the Capital
Bonds. Where such equity content is assigned, S&P Global Ratings will consider
that the Capital Bonds comprise 50% equity when calculating Infratil's financial
ratios.
The equity content is expected to fall to 0% from 15 June 2037.
Capital structure Infratil believes that hybrid securities such as the Capital Bonds that are assigned
an equity content are an effective capital management tool. Infratil intends to
maintain such instruments as a key feature of its capital structure going forward.
Rating Agency S&P Global Ratings (or its successors) or such other approved rating agency
(within the meaning of the Financial Markets Conduct Act 2013) appointed by
Infratil from time to time.
Election Process Infratil may run an Election Process in respect of each Reset Date.
Under an Election Process, Infratil may propose new conditions to apply to the
Capital Bonds from a Reset Date.
If this occurs, Bondholders may elect to accept or reject the new conditions in
respect of all or some of their Capital Bonds.
Infratil will determine, in its absolute discretion, whether the Election Process has
been successful.
In the case of a successful Election Process, the new conditions will apply to the
Capital Bonds from the Reset Date and Infratil will purchase any Capital Bonds in
respect of which Bondholders rejected the new conditions on the Reset Date.
In the case of an unsuccessful Election Process, the existing conditions will
continue to apply to the Capital Bonds and the Capital Bonds will remain
outstanding.
Only New Zealand Holders will be entitled to participate in an Election Process.
Infratil may repay Capital Bonds held by non-New Zealand Holders on the relevant
Reset Date.
Repayment price If the Capital Bonds are repaid:
on the Maturity Date;
following an Event of Default;
on a Reset Date or on any date falling in the period of three months prior to
the First Reset Date;
at any time if a Tax Event occurs; or
if there are less than 100,000,000 Capital Bonds on issue,
or purchased by Infratil following a successful Election Process, Bondholders will
receive an amount equal to the Principal Amount (NZ$1.00) plus all accrued but
unpaid interest for each Capital Bond repaid or purchased.
If the Capital Bonds are repaid:
on any Interest Payment Date after a Reset Date if Infratil did not run an
Election Process in respect of the Reset Date or the Election Process in
respect of the Reset Date was unsuccessful; or
at any time if a Rating Agency Event occurs,
Bondholders will receive an amount equal to the greater of:
the Principal Amount plus all accrued but unpaid interest; or
the market value of the Capital Bond (as determined in accordance with the
Trust Deed),
for each Capital Bond repaid.
Minimum subscription
amount
NZ$5,000 and in multiples of NZ$1,000 after that.
7
Transfer restrictions Bondholders are entitled to sell or transfer their Capital Bonds at any time subject
to the terms of the Trust Deed, the selling restrictions set out in section 9 of the
PDS and applicable financial markets laws and regulations. Infratil or the Registrar
may decline to register a transfer of Capital Bonds in accordance with the Trust
Deed.
The minimum amount of Capital Bonds a Bondholder can transfer is NZ$1,000. No
transfer will be registered if the transfer would result in the transferor or the
transferee holding or continuing to hold less than 5,000 Capital Bonds (other than
zero).
NZX Debt Market
Quotation
Infratil will take all steps necessary to ensure that the Capital Bonds are quoted on
the NZX Debt Market.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market,
under the Financial Markets Conduct Act 2013.
NZX Debt Market Ticker
Code
IFT380
ISIN NZIFTD0380L2
Record Date The Record Date is, in the case of:
payments of interest, close of business on the date which is 10 calendar days
before the Interest Payment Date on which the interest is paid (or such other
date as may be prescribed by NZX);
payments of any other amount, close of business on a date determined by
Infratil and notified to NZX (or such other date as may be prescribed by NZX);
and
an Election Process, close of business on the date which is two Business Days
prior to when the relevant Election Notice is sent.
For payments of interest, if the Record Date is not a Business Day, the Record
Date will be the immediately preceding Business Day.
Business Day A Business Day is:
for the purposes of giving notices, a day which is a business day within the
meaning of the NZX Listing Rules; and
for all other purposes, a day (other than a Saturday or Sunday) on which
registered banks are generally open for business in New Zealand.
If a payment date is not a Business Day, Infratil will make payment on the next
Business Day, but no adjustment will be made to the amount payable.
Supervisor Trustees Executors Limited.
Registrar and Paying
Agent
MUFG Pension & Market Services (NZ) Limited.
How to apply There is no public pool for Capital Bonds under the Offer. All of the Capital Bonds
offered under the Offer have been reserved for subscription by clients of the Joint
Lead Managers, other Primary Market Participants and approved financial
intermediaries invited to participate in the Bookbuild.
This means you can only apply for Capital Bonds if you are a client of a Joint Lead
Manager, other Primary Market Participant or approved financial intermediary who
has obtained an allocation. You can find a Primary Market Participant by visiting
www.nzx.com/investing/find-a-participant.
The Joint Lead Manager, Primary Market Participant or approved financial
intermediary will:
give you a copy of the PDS;
explain what you need to do to apply for Capital Bonds; and
explain what payments need to be made by you and by when.
8
The Joint Lead Manager, other Primary Market Participant or approved financial
intermediary can also explain what arrangements will need to be put in place for
you to trade the Capital Bonds, including obtaining a CSN, an authorisation code
and opening an account with a Primary Market Participant as well as the costs and
timeframes for putting such arrangements in place.
Brokerage Infratil will pay a firm brokerage fee comprised of a retail brokerage fee and a firm
allocation fee. Such amounts will be paid to the Arranger who will distribute as
appropriate to the Joint Lead Managers, other Primary Market Participants and
approved financial intermediaries. The retail brokerage fee and firm allocation fee
that will be payable by Infratil will be included in the updated Indicative Terms Sheet
to be released by Infratil via NZX on or about the Opening Date (2 June 2026).
Governing law New Zealand.
No underwriting The Offer is not underwritten.
Selling Restrictions The PDS only constitutes an offer of Capital Bonds to investors in New Zealand
and does not constitute an offer of Capital Bonds in any jurisdiction other than New
Zealand.
Infratil has not taken and will not take any action which would permit a public or
regulated offering of Capital Bonds, or possession or distribution of any offering
material in respect of the Capital Bonds, in any country or jurisdiction other than
New Zealand.
The Capital Bonds may only be offered for sale or sold in compliance with all
applicable laws and regulations in any country or jurisdiction in which they are
offered, sold or delivered.
The PDS, this Terms Sheet and any other offering material in respect of the Capital
Bonds may only be published, delivered or distributed in compliance with all
applicable laws and regulations (including those of the country or jurisdiction in
which the material is published, delivered or distributed).
By subscribing for Capital Bonds, you agree to comply with the Selling Restrictions
and to indemnify Infratil, the Supervisor, the Registrar, the Arranger and each Joint
Lead Manager (and their respective directors, officers, employees, agents and
advisers) in respect of any loss, cost, liability or expense sustained or incurred as
a result of you breaching the Selling Restrictions.
Non-reliance This Terms Sheet does not constitute a recommendation by the Supervisor,
Arranger, the Joint Lead Managers, or any of their respective directors, officers,
employees, agents or advisers to subscribe for, or purchase, any of the Capital
Bonds.
The Supervisor, Arranger and the Joint Lead Managers have not independently
verified the information contained in this Terms Sheet. In accepting delivery of this
Terms Sheet, you acknowledge that none of the Supervisor, the Arranger, the Joint
Lead Managers nor their respective directors, officers, employees, agents or
advisers gives any warranty or representation of accuracy or reliability and they
take no responsibility for it.
Other Information
The terms and conditions of the Capital Bonds are set out in the Trust Deed. Bondholders are bound by, and
deemed to have notice of, and acknowledge and agree to the terms of, the Trust Deed. You can obtain a copy of
the Trust Deed from the Disclose Register at www.disclose-register.companiesoffice.govt.nz (offer number
OFR15093).
Before making any investment decision, it is important that you consider the suitability of an investment in the
Capital Bonds in light of your individual risk profile for investments, investment objectives and personal
circumstances (including financial and tax issues). You can seek advice from a financial advice provider to help
you make an investment decision.
9
Directory
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone: 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland 1010
Telephone: 0800 878 783
Registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Telephone: 09 375 5998
Arranger and Joint Lead Manager
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone: 09 924 9602
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone: 0800 272 442
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone: 0800 367 227
---
Infratil Limited 5 Market Lane, PO Box 320, Wellington 6140, New Zealand Tel +64 4 473 3663 www.infratil.com
26 May 2026
Notice pursuant to regulation 49G(2)(e) of the Financial Markets Conduct Regulations 2014
Infratil Limited (Infratil) gives notice under regulation 49G(2)(e) of the Financial Markets Conduct
Regulations 2014 (Regulations) that it proposes to make an offer (Offer) for issue of unsecured,
subordinated, repayable, cumulative, interest-bearing capital bonds maturing on 15 June 2057 (Capital
Bonds).
The Offer will be made using short-form disclosure as the Capital Bonds will rank in priority to Infratil's
existing ordinary shares quoted on the NZX Main Board under the ticker code IFT ("Ordinary Shares").
As at the date of this notice, Infratil is in compliance with:
• the continuous disclosure obligations that apply to it in relation to the Ordinary Shares; and
• its financial reporting obligations (as defined in Regulation 49H(7) of the Regulations).
As at the date of this notice, there is no information that is "excluded information" that is required to be
disclosed for the purposes of regulation 49H(2)(e) of the Regulations.
Enquiries should be directed to:
Tom Robertson
Infratil Treasurer
Phone: +64 4 550 5432
Email: Tom.Robertson@infratil.com
Authorised for release by:
Brendan Kevany
Infratil Company Secretary
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.