ISSUE PRICE: $1.00 per Infrastructure Bond (being the Face Value). No subscription moneys are payable by a Bondholder for Infrastructure Bonds allotted under the Exchange Offer.
INTEREST PAYMENTS: 15 March, 15 June, 15 September and 15 December of each year until and including the Maturity Date (commencing on 15 December 2019).
Other than for the first Interest Payment Date, Infratil will pay interest in arrear in equal amounts on each Interest Payment Date. The Interest Rate which applies in respect of each Interest Payment Date of the 2029 Bonds will be fixed for the first 13 months of the term, and then reset on 15 December 2020 and on 15 December of each subsequent year (see "Interest Rate" above for more details). Interest payable on each 2029 Bond on the first Interest Payment Date will accrue at the Interest Rate from (and including) the date on which your subscription moneys have been banked into the trust account operated in respect of the Offer to (but excluding) the first Interest Payment Date. For 2029 Bonds allotted under the Exchange Offer, the redemption proceeds of the 2019 Bonds will be banked into the trust account operated in respect of the Offer on 15 November 2019 and interest on those 2029
Bonds will accrue from that date.
In addition, if the 2029 Bonds are redeemed on a day that is not an Interest Payment Date (see "Right to Redeem Early" and "Early Redemption Events" below), the amount of interest that will be payable to you will be adjusted to reflect the number of days in the interest period in which the interest accrued.
MINIMUM APPLICATION: $5,000 and multiples of $1,000 thereafter (unless a holder of 2019 Bonds is exchanging all of his or her 2019 Bonds).
INTEREST SUSPENSION AND DIVIDENED STOPPER: Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the payment of interest is suspended:
(a) interest will continue to accrue (without compounding) and will be paid by Infratil when the Interest Suspension Event ceases to exist; and
(b) Infratil will not pay or make any distribution to shareholders or provide any financial assistance for the acquisition of shares in Infratil.
RIGHT TO REDEEM EARLY: Infratil has the right to redeem all or some of the 2029 Bonds prior to the Maturity Date by giving you no less than 5 Business Days' notice. Infratil may only exercise this right if:
(a) the Supervisor has not declared the 2029 Bonds due and payable because an event of default as described in clause 8.1 of the Trust Deed exists; and
(b) the notice of early redemption is given at a time prior to the day falling 25 Business Days before the Maturity Date. You have no right of early redemption except following an Early Redemption Event.
EARLY REDEMPTION EVENTS: In summary, an Early Redemption Event may occur if:
(a) an event of default as described in clause 8.1 of the Trust Deed occurs; or
(b) certain takeover offers are made in respect of the shares in Infratil. In general terms, the events of default include non-payment for 14 days or more and the occurrence of certain insolvency related events in relation to Infratil.
LIABILITIES TO ASSETS COVENANT: Infratil has agreed for the benefit of Bondholders that, on the last day of each financial year and financial half-year of Infratil (and in certain other circumstances), Borrowed Money Indebtedness of the Issuer Group (being Infratil and certain of its 100% owned subsidiaries) will not exceed 50% of Tangible Assets of Infratil and its subsidiaries as at that date.
Brokerage: NZX has authorised NZX participants to act in the Offer. Applicants are not required to pay brokerage for 2029 Bonds under this Offer.
OPENING DATE: 20 August 2019
CLOSING DATE: General Offer: 5.00pm, 13 November 2019
Exchange Offer: 5.00pm, 8 November 2019
ISSUE DATE: 15 November 2019
