Argosy Property Limited logo

Argosy launches Green Bond Offer

Debt Issuance13 October 2019ARGReal Estate

MARKET RELEASE

Argosy Property Limited (‘Argosy’) announced today that it has opened an offer (‘Offer’) of up to

$75,000,000 (with the ability to accept up to an additional $25,000,000 in oversubscriptions at

Argosy’s discretion) of senior secured fixed rate 7 year green bonds (‘Green Bonds’) to New

Zealand retail and institutional investors.


The Offer will be made in accordance with the Financial Markets Conduct Act 2013 as an offer to

debt securities of the same class as existing quoted debt securities. The notice required by the

Financial Conduct Regulations 2014 has been provided to NZX.


The proceeds of the Green Bonds are intended to be applied according to the criteria established

by Argosy in its Green Bond Framework dated 7 February 2019 (as amended from time to time).


The interest rate for the Green Bonds will be no less than the minimum interest rate of 2.85% per

annum and the indicative margin range above the 7 year swap rate for the Green Bonds is 1.75%

to 1.95% per annum. The margin and interest rate will be set following a bookbuild process on 18

October 2019 and will be announced via NZX. The Offer is expected to close on 18 October 2019

following the bookbuild process and the Green Bonds are expected to be issued on 29 October

2019.


Argosy has appointed ANZ Bank New Zealand Limited (‘ANZ’) as Arranger and ANZ, together with

Forsyth Barr Limited, Jarden Securities Limited and Hobson Wealth Partners Limited as Joint Lead

Managers in relation to the Offer.


There is no public pool for the Green Bonds, which will be reserved for the Joint Lead Managers,

NZX Participants and other approved financial intermediaries.


Full details of the Offer are contained in the indicative terms sheet. The indicative terms sheet and

roadshow presentation are attached.








Enquiries

Peter Mence

Chief Executive Officer

Argosy Property Limited

Telephone: 09 304 3411

Email: pmence@argosy.co.nz


Dave Fraser

Chief Financial Officer

Argosy Property Limited

Telephone: 09 304 3469

Email: dfraser@argosy.co.nz


Stephen Freundlich

Head of Investor Relations

Argosy Property Limited


Telephone: 09 304 3426

Email: sfreundlich@argosy.co.nz



14 October 2019



ARGOSY LAUNCHES GREEN BOND OFFER




Interested investors should contact a Joint Lead Manager as detailed below, or their regular

financial adviser. The Green Bonds are expected to be quoted on the NZX Debt Market.


ARRANGER & JOINT LEAD MANAGERS

JOINT LEAD MANAGER



0800 269 476 0800 367 227 0800 005 678 0800 742 737




– ENDS –
















Enquiries

Peter Mence

Chief Executive Officer

Argosy Property Limited

Telephone: 09 304 3411

Email: pmence@argosy.co.nz


Dave Fraser

Chief Financial Officer

Argosy Property Limited

Telephone: 09 304 3469

Email: dfraser@argosy.co.nz


Stephen Freundlich

Head of Investor Relations

Argosy Property Limited


Telephone: 09 304 3426

Email: sfreundlich@argosy.co.nz

---

Indicative
Terms Sheet

for an issue of up to $75,000,000 senior secured fixed rate

green bonds (plus up to $25,000,000 oversubscriptions)

due 29 October 2026

14 OCTOBER 2019


JOINT LEAD MANAGERS

ARRANGER &

JOINT LEAD MANAGER

0800 269 476 0800 367 227 0800 005 678 0800 742 737

2
Argosy Property Limited | Indicative Terms Sheet

Important Notice

This indicative terms sheet (“Terms Sheet”) sets out the key terms of the offer (“Offer”) by Argosy Property Limited (“Argosy”) of

up to NZ$75,000,000 (with the ability to accept oversubscriptions of up to an additional NZ$25,000,000 at Argosy’s discretion) of

seven year senior secured fixed rate green bonds maturing on 29 October 2026 (“Green Bonds”). The Green Bonds are to be issued

pursuant to a master trust deed dated 30 January 2019 as amended and supplemented by a supplemental trust deed dated 11 October

2019 entered into between Argosy and The New Zealand Guardian Trust Company Limited (“Supervisor”) (together with the master

trust deed, the “Trust Deed”). Unless defined in this Terms Sheet or the context otherwise requires, capitalised terms used in this

Terms Sheet have the same meaning as given to them in the Trust Deed.

The offer of Green Bonds by Argosy is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets

Conduct Act 2013 (“FMCA”).

The Offer contained in this Terms Sheet is an offer of Green Bonds that have identical rights, privileges, limitations and conditions

(except for the interest rate and maturity date) as Argosy’s $100 million senior secured fixed rate green bonds maturing on 27 March

2026, which have a fixed interest rate of 4.00% per annum and are currently quoted on the NZX Debt Market under the ticker code

ARG010 (the “Existing Green Bonds”).

Accordingly, the Green Bonds are the same class as the Existing Green Bonds for the purposes of the FMCA and the Financial

Markets Conduct Regulations 2014.

Argosy is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) for the

purpose of that information being made available to participants in the market and that information can be found by visiting

www.nzx.com/companies/ARG.

The Existing Green Bonds are the only debt securities of Argosy that are currently quoted and in the same class as the Green Bonds.

Investors should look to the market price of the Existing Green Bonds to find out how the market assesses the returns and risk

premium for those bonds.

Issuer

Argosy Property Limited

Instrument

Senior secured fixed rate green bonds

Offer Amount

Up to $75,000,000 (with the ability to accept oversubscriptions of up to an additional

$25,000,000 at Argosy’s discretion)

Use of proceeds

The proceeds of the offer are intended to be used to refinance existing bank debt that supports

“Green Assets”. Green Assets are office, industrial or retail buildings, including upgrades,

owned or undertaken by Argosy or its subsidiaries that meet the criteria established in Argosy’s

“Green Bond Framework” dated 7 February 2019 (as amended from time to time).

The funds from the Green Bonds may be internally allocated to other Green Assets in

accordance with the Green Bond Framework.

The Supervisor has no obligations in relation to the application of the proceeds of the Green

Bonds.

Ernst & Young Limited (“EY”) has provided an independent third party review of the Green

Bond Framework against the Green Bond Principles published by the International Capital

Markets Association. Following that review, EY has issued a limited assurance report to Argosy

in relation to the proposed use of funds raised through the issuance of the Green Bonds,

including its Green Bond Framework.

A copy of the Green Bond Framework and the report from EY is available at

www.argosy.co.nz/investor-centre/greenbondframework/

Opening Date

Monday 14 October 2019

Rate Set Date

Friday 18 October 2019

Closing Date

12pm, Friday 18 October 2019

Issue Date

Tuesday 29 October 2019

Expected Quotation on NZX

Debt Market

Wednesday 30 October 2019

Maturity Date

Thursday 29 October 2026

3
Argosy Property Limited | Indicative Terms Sheet

Interest Rate

To be determined by Argosy in consultation with the Arranger following the bookbuild held on

the Rate Set Date (18 October 2019). The Interest Rate will be announced via NZX on or about

the Rate Set Date. The Interest Rate will not change over the term of the Green Bonds.

The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will

be no less than 2.85 percent per annum.

Indicative Margin range

The indicative Margin range is 1.75 to 1.95 percent per annum for the Green Bonds.

Margin

The Margin for the Green Bonds (which may be above or below the indicative Margin range) is

the rate (expressed as a percentage rate per annum) determined by Argosy (in consultation with

the Arranger) through the bookbuild held on the Rate Set Date.

Base Rate

The rate per annum (expressed on a percentage yield basis rounded, if necessary, to the nearest

2 decimal places with 5 being rounded up) which is determined by Argosy (in consultation with

the Arranger) as the mid market swap rate for a period equal to the Issue Date to the Maturity

Date, in accordance with market convention, by reference to Bloomberg page ICNZ4 (or any

successor page) on the Rate Set Date expressed on a quarterly basis.

Interest Payments and Interest

Payment Dates

Interest will be calculated on an annual basis and is payable in equal amounts in arrear on each

quarterly interest payment date, being 29 January, 29 April, 29 July and 29 October (or if that

day is not a Business Day, the next Business Day) of each year up to (and including) the

Maturity Date.

The first Interest Payment Date will be 29 January 2020.

Record Date

Payments of interest on the Green Bonds will be made to the persons who are the Holders as at

5pm (New Zealand time) on the 10th calendar day before the relevant Interest Payment Date (or

such other date as required by NZX).

Payments of any other amount will be made to the persons who are the Holders as at 5pm

(New Zealand time) on the date as is determined by Argosy and notified to NZX (or such other

date as required by NZX).

If such date would fall on a day which is not a Business Day, then payments will be made to

persons who are Holders as at the immediately preceding Business Day.

Issue Price

$1.00 per Green Bond, being the Face Value of each Green Bond

Minimum application amount

Minimum of $5,000 and in multiples of $1,000 thereafter.

Applying for the Green Bonds

All Green Bonds offered under the Offer, including oversubscriptions, will be reserved for

clients of the Joint Lead Managers, NZX Participants and other persons invited to participate in

the bookbuild. There is no public pool for the Green Bonds.

Accordingly, retail investors should contact any Joint Lead Manager or their financial adviser

for details on how they may acquire Green Bonds.

In respect of oversubscriptions or generally, any allotment of Green Bonds will be at Argosy’s

discretion, in consultation with the Joint Lead Managers. Argosy reserves the right to refuse all

or any part of an application without giving any reason.

Minimum transfer amount

You may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate principal

amount and after any transfer you and the transferee must each hold Green Bonds with an

aggregate principal amount of at least NZ$5,000 (or no Green Bonds).

Trading the Green Bonds

Each investor’s financial adviser will be able to advise them as to what arrangements will need

to be put in place for the investors to trade the Green Bonds including obtaining a common

shareholder number (CSN), an authorisation code (FIN) and opening an account with a

primary market participant, as well as the costs and timeframes for putting such arrangements

in place.

4
Argosy Property Limited | Indicative Terms Sheet

No Event of Default in relation

to Green Bond Framework or

Green Bond Principles

If:

• Argosy fails to comply with the Green Bond Framework;

• Argosy or any Green Asset fails to comply with any environmental laws and standards;

• the Green Bonds cease to satisfy the Green Bond Principles; or

• Argosy fails to notify Holders that the Green Bonds cease to comply with the Green Bond

Framework or the Green Bond Principles,

then:

• no Event of Default will occur in relation to the Green Bonds; and

• neither the Holders nor Argosy have any right for the Green Bonds to be repaid early.

This means there is no obligation on Argosy to comply with the Green Bond Framework

or the Green Bond Principles on an ongoing basis.

Guarantors

The obligations of Argosy to pay interest on the Green Bonds and for the repayment of the

Green Bonds on the Maturity Date are guaranteed by certain subsidiaries of Argosy, being

Argosy Property Management Limited, Argosy Property No.1 Limited and Argosy Property

No.3 Limited (together, the “Guaranteeing Subsidiaries”). The Green Bonds are not guaranteed

by any other member of the Argosy Group (being Argosy and all of its subsidiaries) or by any

other person.

Security

The Green Bonds are secured by a general security interest granted by Argosy and the

Guaranteeing Subsidiaries under the General Security Deed over all of their property (except

any property held by it as trustee), together with first ranking Mortgages granted over all of the

land (including the buildings and other fixtures on that land) owned by them.

The guarantee and security interests are granted in favour of the Security Trustee for the benefit

of all of the secured parties under the Security Trust Deed (including Holders, holders of the

Existing Green Bonds, bank facility lenders and hedge providers and any future secured parties)

on an equal ranking basis and can only be enforced in accordance with the Security Trust Deed.

The Supervisor represents the Holders in relation to the Security Trust Deed (that is, individual

Holders do not participate in the administration of the Security Trust Deed).

Security documents

The documents that create or govern the security are:

• the “Security Trust Deed” dated 17 May 2010 as amended most recently by a deed dated

18 October 2018;

• the “General Security Deed” as amended, restated and consolidated on or about

1 September 2014 and as amended and restated most recently by a deed dated 28 February

2018; and

• the “Mortgages” granted by Argosy Property No.1 Limited, being first ranking registered

mortgages over all of the land (including the buildings and other fixtures on that land)

owned by the Guaranteeing Subsidiaries.

Financial Covenant

Under the Trust Deed, Argosy will ensure that the total principal amount of all indebtedness

that is secured pursuant to the Security Trust Deed is no more than 50% of the Secured

Property Value.

If Argosy breaches the loan to value ratio under the Trust Deed, it must remedy the breach

within 6 months of the time that the non-compliance is required to be reported to the

Supervisor. If Argosy does not meet this covenant after that 6 month period, Argosy must notify

the Supervisor and all Holders of the breach, together with its plan to remedy the breach.

If Argosy is still in breach of this covenant after an additional 6 month period, an Event of

Default occurs.

Distribution stopper

Under the Trust Deed, Argosy will not make any distributions if an Event of Default has

occurred and is continuing, or would occur as a result of making that distribution.

Further Debt

Argosy is able to issue further bonds and incur other financial indebtedness without the consent

of Holders on such terms and conditions as Argosy may from time to time determine provided

that Argosy continues to comply with the financial covenant in the Trust Deed.

ISIN

NZARGDT002C4

5
Argosy Property Limited | Indicative Terms Sheet

Quotation

Argosy will take any necessary steps to ensure the Green Bonds are, immediately after issue,

quoted. Application has been made to NZX for permission to quote the Green Bonds on the

NZX Debt Market, and all requirements of NZX relating thereto that can be complied with

on or before the distribution of this Terms Sheet have been duly complied with.

NZX takes no responsibility for the content of this Term Sheet. NZX is a licensed market

operator, and the NZX Debt Market is a licensed market under the Financial Markets

Conduct Act 2013.

NZX ticker code ARG020 has been reserved for the Green Bonds.

ArrangerANZ Bank New Zealand Limited (“ANZ”)

Joint Lead Managers

ANZ, Forsyth Barr Limited, Jarden Securities Limited, Hobson Wealth Partners Limited

Supervisor

The New Zealand Guardian Trust Company Limited

Security Trustee

NZGT Security Trustee Limited

Registrar & Paying Agent

Computershare Investor Services Limited

Brokerage

0.50% of the aggregate principal amount of Green Bonds issued, plus 0.25% on firm allocations

to be paid by Argosy

Governing Law

New Zealand

Selling Restrictions

The Green Bonds are being offered only in New Zealand. Argosy has not taken and will not

take any action which would permit a public offering of the Green Bonds, or possession

or distribution of any offering material in respect of the Green Bonds, in any country or

jurisdiction where action for that purpose is required (other than in New Zealand). The Green

Bonds may only be offered for sale, sold or delivered in a jurisdiction other than New Zealand

in compliance with all applicable laws and regulations in any jurisdiction in which they are

offered, sold or delivered.

Any information memorandum, disclosure statement, circular, advertisement or other offering

material in respect of the Green 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 Green Bonds, each investor agrees to indemnify Argosy, the Supervisor,

the Arranger, the Joint Lead Managers and their respective directors, officers, employees and

agents in respect of any loss, cost, liability or expense sustained or incurred as a result of an

investor breaching these selling restrictions.

Tax consequences for overseas

Holders

Except where a Holder elects otherwise and Argosy agrees, or it is not possible under any law,

Argosy intends to apply the AIL regime in order to reduce the rate of non-resident withholding

tax to zero percent.

If the AIL regime changes, Argosy reserves the right not to pay AIL.

Documentation

The terms and conditions of the Green Bonds are set out in the Trust Deed. Holders are bound

by, and are deemed to have notice of, the Trust Deed.

The terms of the guarantee and the security interests are set out in the Security Trust Deed,

the General Security Deed and the Mortgages.

If you require further information in relation to the Trust Deed, the Security Trust Deed, the

General Security Deed or the terms of the Mortgages, you may obtain copies of those documents

by contacting Argosy during usual business hours at its registered office set out below.

The dates set out in this term sheet are indicative only and are subject to change. Argosy has the right in its absolute discretion

to close the Offer early, to accept late applications, and to extend the Closing Date. If Argosy changes the Closing Date, the changes

will be announced via NZX as soon as reasonably practicable. If the Closing Date is extended, the Issue Date, the expected date of

quotation and trading of the Green Bonds on the NZX Debt Market, the Interest Payment Dates and the Maturity Date may be

extended accordingly.

6
Argosy Property Limited | Indicative Terms Sheet

Contact details

Issuer

Argosy Property Limited

39 Market Place

Auckland 1010

PO Box 90214

Victoria St West

Auckland 1142

Joint Lead Manager

Forsyth Barr Limited

Level 9, Forsyth Barr House

The Octagon

Dunedin 9054

Joint Lead Manager

Hobson Wealth Partners Limited

Level 4, Australis Nathan Buildings

37 Galway Street

Britomart

Auckland 1010

Supervisor

The New Zealand Guardian Trust

Company Limited

Level 14

191 Queen Street

Auckland 1010

Arranger, Joint Lead Manager and

Green Bond Coordinator

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

Joint Lead Manager

Jarden Securities Limited

Level 14, ANZ Centre

171 Featherston Street

Wellington 6011

Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Legal adviser to Argosy

Russell McVeagh

Vero Centre

48 Shortland Street

Auckland 1140

---

14 OCTOBER 2019
Green Bond

Offer

Disclaimer
2—

ThispresentationhasbeenpreparedbyArgosyPropertyLimited("Argosy")inrelationtotheoffer("Offer")ofseniorsecuredfixedrategreenbondsdescribedinthispresentation("Green

Bonds"). TheofferofGreenBondsbyArgosyis madeinrelianceupontheexclusioninclause19ofschedule1 oftheFinancialMarketsConductAct2013("FMCA"). TheOfferis anofferof

GreenBondsthathaveidenticalrights,privileges,limitationsandconditions(exceptfortheinterestrateandmaturitydate)asArgosy's$100millionseniorsecuredfixedrategreenbonds

maturingon27March2026,whichhavea fixedinterestrateof4.00%perannumandarecurrentlyquotedontheNZXDebtMarketunderthetickercodeARG010(the"ExistingGreen

Bonds"). Accordingly,theGreenBondsarethesameclassastheExistingGreenBondsforthepurposesoftheFMCAandtheFinancialMarketsConductRegulations2014.

Argosyis subjecttoadisclosureobligationthatrequiresit tonotifycertainmaterialinformationtoNZXLimited("NZX")forthepurposeofthatinformationbeingmadeavailableto

participantsinthemarketandthatinformationcanbefoundbyvisitingwww.nzx.com/companies/ARG. TheExistingGreenBondsaretheonlydebtsecuritiesofArgosythatarecurrently

quotedandinthesameclassastheGreenBonds. InvestorsshouldlooktothemarketpriceoftheExistingGreenBondstofindouthowthemarketassessesthereturnsandriskpremiumfor

thosebonds.

Thedetailsinthispresentationprovidegeneralinformationonly. It is notintendedasinvestmentorfinancialadviceandmustnotberelieduponassuch. Youshouldobtainindependent

professionaladvicepriortomakinganydecisionrelatingtoyourinvestmentorfinancialneeds. Thispresentationis notanofferorinvitationforsubscriptionorpurchaseofsecuritiesorother

financialproducts. Pastperformanceis noindicationoffutureperformance. AllvaluesareexpressedinNewZealandcurrencyunlessotherwisestated. Thispresentationshouldberead

togetherwiththeindicativetermssheetdated14October2019("TermsSheet"). FurtherinformationaboutGreenAssetsandtheGreenBondFrameworkcanbeobtainedfrom

www.argosy.co.nz/investor-centre/greenbondframework.

Thispresentationis nota productdisclosurestatement,orotherdisclosuredocumentunderNewZealandorotherlaw,is notintendedtoberelieduponasadvicetoinvestorsorpotential

investors,doesnotcontainallinformationrelevantornecessaryforaninvestmentdecisionandhasbeenpreparedwithouttakingintoaccountyourinvestmentobjectives,financial

situationorparticularneeds(includingtaxationissues).

Totheextentpermittedbylaw,noneofArgosy,itssubsidiaries,theArranger,JointLeadManagers,noranyoftheirrespectivedirectors,officers,employeesandagents: (a)acceptany

responsibilityorliabilitywhatsoeverforanylossarisingfromthispresentationoritscontentsorotherwisearisingin connectionwiththeofferoftheGreenBonds; (b)authorisedorcausedthe

issueof,ormadeanystatementin,anypartofthispresentation; and(c)makeanyrepresentation,recommendationorwarranty,expressorimpliedregardingtheorigin,validity,accuracy,

adequacy,reasonablenessorcompletenessof,oranyerrorsoromissionsin,anyinformation,statementoropinioncontainedinthispresentationandacceptnoliability(excepttothe

extentsuchliabilityis foundbya courttoariseundertheFinancialMarketsConductAct2013orcannotbedisclaimedasa matteroflaw).

TheofferconstitutesanofferofGreenBondstothepublicinNewZealand. Argosyhasnottakenandwillnottakeanyactionwhichwouldpermita publicofferingofGreenBonds,or

possessionordistributionofanyofferingmaterialinrespectoftheGreenBonds,inanycountryorjurisdictionwhereactionforthatpurposeis required(otherthanNewZealand). TheGreen

Bondsmayonlybeofferedforsale,soldordeliveredina jurisdictionotherthanNewZealandincompliancewithallapplicablelawsandregulationsinanyjurisdictioninwhichtheyare

offered,soldordelivered.

Thispresentation,anydisclosurestatement,circular,advertisementorotherofferingmaterialinrespectoftheGreenBondsmayonlybepublished,deliveredordistributedincompliance

withallapplicablelawsandregulations(includingthoseofthecountryorjurisdictionin whichthematerialis published,deliveredordistributed).

ArgosywilltakeanynecessarystepstoensuretheGreenBondsare,immediatelyafterissue,quoted. ApplicationhasbeenmadetoNZXforpermissiontoquotetheGreenBondsonthe

NZXDebtMarket,andallrequirementsofNZXrelatingtheretothatcanbecompliedwithonorbeforethedistributionofthisTermsSheethavebeendulycompliedwith.

NZXtakesno

responsibilityforthecontentofthispresentation. NZXis a licensedmarketoperator,andtheNZXDebtMarketis a licensedmarketundertheFinancialMarketsConductAct2013.

Whererelevant,somecapitalisedtermsusedbutnotdefinedinthispresentationhavethemeaningsgiventothemintheTermsSheet(includingbyincorporation). Unlessotherwisestated,

allamountsarebasedonArgosy’sfullyearfinancialstatementspreparedasat31March2019.Allfiguresarerounded.

Totheextentthatcertainstatementscontainedinthispresentationmayconstitute“forward-lookingstatements”orstatementsabout“futurematters”,theinformationreflectsArgosy's

intent,belieforexpectationsatthedateofthispresentation. Argosygivesnoundertakingtoupdatethisinformationovertime(subjecttolegalorregulatoryrequirements). Anyforward-

lookingstatements,includingprojections,guidanceonfuturerevenues,earningsandestimates,areprovidedasa generalguideonlyandshouldnotberelieduponasanindicationor

guaranteeoffutureperformance. Forward-lookingstatementsinvolveknownandunknownrisks,uncertaintiesandotherfactorsthatmaycauseArgosy'sactualresults,performanceor

achievementstodiffermateriallyfromanyfutureresults,performanceorachievementsexpressedorimpliedbytheseforward-lookingstatements. Anyforward-lookingstatements,opinions

andestimatesinthispresentationarebasedonassumptionsandcontingencieswhicharesubjecttochangewithoutnotice,asarestatementsaboutmarketandindustrytrends,whichare

basedoninterpretationsofcurrentmarketconditions. NeitherArgosy,noranyotherperson,givesanyrepresentation,assuranceorguaranteethattheoccurrenceoftheeventsexpressed

orimpliedin anyforward-lookingstatementsin thispresentationwillactuallyoccur

.

PRESENTED BY
Agenda

3—

Saatyesh Bhana

Sustainability Asset Manager

Offer Highlights

4

Argosy Overview

6

Portfolio Summary

8

Financials

14

Green Bond Offer

18

Key Terms & Dates

25

Appendices

28

Note: Due to rounding, numbers presented in this presentation may not add up exactly to the totals provided

and percentages may not reflect exactly absolute figures.

Dave Fraser

CFO

Offer Highlights
4—

Offer Highlights
5—

IssuerArgosy Property Limited (“Argosy”)

InstrumentSenior secured fixed rate green bonds (“Green Bonds”)

Issue AmountUp to NZ$75 million plus up to an additional NZ$25 million of oversubscriptions (at Argosy’s

discretion)

Tenor & Maturity Date7 years, maturing 29 October 2026

Arranger & Green Bond

Co-ordinator

ANZ Bank New Zealand Limited

Joint Lead ManagersANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited and Hobson

Wealth Partners Limited

Interest RateA fixed rate of interest will be payable on the Green Bonds until the Maturity Date. The Interest

Rate will not change over the term of the Green Bonds

Interest PaymentsQuarterly in arrear

Minimum Application

Amount

The minimum application amount is NZ$5,000 and in multiples of NZ$1,000 thereafter

Argosy Overview
6—

Create.Manage.Own.
7—

Proactive delivery of sustainable

growth.

Manage all elements of the

business to deliver the right

outcomes for all our

stakeholders.

Own the right assets, with the

right attributes in the right

locations.

$1.67B
Portfolio summary

8—

Auckland and Wellington Focus
9—

43%

Of rent from industrial tenants

24%

Of rent from Government tenants

Argosy’s property portfolio by location

Note: As at 30 September 2019, Argosy has

unconditionally sold the Albany Lifestyle Centre for $89.0

million with settlement to occur in March 2020.

Note: Tenant data as at 31 March 2019.

Portfolio at a Glance
10—

$1.67 BILLION

1

@ 31 MARCH 2019

TOTAL PORTFOLIO VALUE

BY SECTOR

44%

38%

18%

Industrial

Office

Retail

TOTAL PORTFOLIO VALUE

BY REGION

72%

25%

3%

Auckland

Wellington

Regional North Island &

South Island

TOTAL PORTFOLIO VALUE

BY ASSET MIX

82%

10%

8%

Core

Value Add

Non Core

Bands

40-50%

30-40%

15-25%

Bands

65-75%

20-30%

<10%

Bands

75-90%

-

-

1. Independentmarket valuation.

Environmental Strategy
11—

The impact of Argosy’s property investment business on the natural environment is an increasingly important

consideration for investors, tenants and other stakeholders.

Our environmental strategy reflects our ambition to create vibrant sustainable workplaces for our tenants. We believe

that green buildings have the potential to provide a number of key business benefits including:

increased marketability;

higher rental rates;

lower operating costs;

higher occupancy;

improved worker productivity and occupant health and well-being;

lower regulatory risk.

We believe that an integrated design approach, where experts and tenants are involved from the pre-design stage

through to occupancy can greatly assist in the reduction of green development costs.

We are a member of the New Zealand Green Building Council which is dedicated to promoting the benefits of

sustainable buildings.

Green Projects Underway Include
12—

Target completion: April 2021December 2019

NLA / WALT: 12,300sqm/15 years6,100sqm/12 years

Tenant:Dept. of Statistics NZHousing Corporation of NZ

Green Star rating: Targeting 6 Star Built Targeting minimum 4Star Built

NABERSNZ rating: Targeting 5 StarTargeting 4 Star

Value

1

:$94.0m$44.6m

107 Carlton Gore Road,

Newmarket

8-14 Willis Street,

Wellington

1. Expected value on completion based on ‘as if complete’ valuations performed by

independent valuers.

Green Projects Completed Include
13—

Completion:201420182018

NLA / WALT: 21,000sqm/7.3yrs6,000sqm/6.7yrs10,600sqm/8.9yrs

Green Star rating: 5 Star Built 5 Star Built 5 Star Built

NABERSNZ rating: Targeting 5.5 Stars

2

Targeting 5 Stars n/a

3

Value

1

:$111.0m$44.7m$29.5m

HighgateParkway,

Auckland

82 Wyndham Street,

Auckland

15-21 Stout Street,

Wellington

1. Independent market valuation as at 31 March 2019. 2. 5 Star rating expired September 2019 and currently under resubmission

targeting 5.5 Stars. 3. NABERSNZ ratings are not available for industrial buildings.

Financials

FY19 Full Year Highlights
15—

35.1%

Total shareholder return

for 12 months

70.5m

$ annualisedrevaluation gain,

4.3% above book value

6.94¢

Net distributable income

5.0%

Net distributable income

increase

100m

$ successful Green Bond issue

6.275¢

Full year dividend

5 Year Operating Snapshot
16—

4.60

4.80

5.00

5.20

5.40

5.60

5.80

6.00

6.20

6.40

FY15FY16FY17FY18FY19

WA LT (y ears)

0.0%

5.0%

1 0. 0%

1 5. 0%

2 0. 0%

2 5. 0%

3 0. 0%

3 5. 0%

4 0. 0%

4 5. 0%

FY15FY16FY17FY18FY19

Debt-to-total-assets

0.0%

2 0. 0%

4 0. 0%

6 0. 0%

8 0. 0%

100.0%

FY15FY16

FY17FY18FY19

Occupancy

$ 0. 80

$ 0. 85

$ 0. 90

$ 0. 95

$ 1. 00

$ 1. 05

$ 1. 10

$ 1. 15

$ 1. 20

$ 1. 25

FY15FY16FY17FY18FY19

Net Tangible Assets

Data as at 31 March year end.

Funding & Interest Rate Management
17—

In March 2019 Argosy issued

$100m of 7 year senior secured

fixed rate green bonds. The

coupon was set at 4.00% per

annum (“Existing Green

Bonds”).

In September 2019, Argosy

extended its bank facilities and

expanded its syndicate.

Argosy’s incumbent banking

partners of ANZ Bank New

Zealand Limited, Bank of New

Zealand and The Hongkong

and Shanghai Banking

Corporation Limited was

expanded to include

Commonwealth Bank of

Australia and Westpac New

Zealand Limited.

As at 30 September 2019,

Argosy’s weighted average

debt term including Existing

Green Bonds, was 3.6 years.

Weighted average debt term

2

3.6yrs

FY19FY18

Weighted average interest rate

1

4.75%4.98%

Interest Cover Ratio3.2x3.3x

% of fixed rate borrowings53%62%

Note: Table data as at 31 March 2019. 1. Including margin and line fees. 2.As at 30 September 2019.

Green Bond Offer
18—

Security
19—

The Guaranteeing Subsidiaries, being Argosy Property Management Limited, Argosy Property No.1 Limited and

Argosy Property No.3 Limited, have granted an unconditional and unlimited guarantee of Argosy's obligations

under the Green Bonds.

The Green Bonds are secured by a general security interest granted by Argosy and the Guaranteeing Subsidiaries

over all of their property (except any property held by it as trustee), together with first rankingMortgages granted

over all of the land (including the buildings and other fixtures on that land) owned by them.

The guarantee and security interests are granted in favour of the Security Trustee for the benefit of all of the secured

parties (including Holders) and can only be enforced in accordance with the Security Trust Deed.

Covenants and Default
20—

Key covenants under the Trust Deed include:

Borrowed Money Indebtedness

1

is no more than 50% of the Secured Property Value;

No distributions to be paid if an Event of Default has occurred and is continuing, or would occur as a result of making that

distribution.

Events of Default are set out in the Trust Deed and, in summary, include events such as:

Non-payment of interest or principal by Argosy when due;

Non-compliance with other material obligations under the Trust Deed;

Material misrepresentation;

An insolvency event;

Un-remedied loan to value ratio breach within the grace periods set out in the Trust Deed.

If Argosy fails to comply with the Green Bond Framework or related matters or if the Green Bonds cease to satisfy the

Green Bond Principles, no Event of Default or any other breach will occur in relation to the Green Bonds.

1. Borrowed Money Indebtedness means the aggregate principal amount of all outstanding indebtedness which is secured pursuanttothe Security Trust Deed.

Loan to Value Ratio
21—

As at 31 March 2019:

The amount of Argosy’s Borrowed Money Indebtedness¹ was $596.2 million.

The Secured Property Value

2

was $1,667.0 million.

1.Borrowed Money Indebtedness means the aggregate principal amount of all outstanding indebtedness which is secured pursuant toth e Security Trust Deed.

2.Secured Property Value equals the fair market value, as determined by reference to independent market valuation as at 31 March 2019.

Loan to Value Ratio

Secured Money Indebtedness¹$596.2m

Secured Property Value

2

$1,667.0m

Loan to Value Ratio (%)35.8%

Adjusted Debt Profile & Tenor
22—

Increases funding diversification

from 14% to 29% of total debt

from non-bank sources after

issuance.

Extends weighted average

funding tenor from 3.6 years to

4.3 years from expected issue

date of 29 October 2019, and

assumes $100 million (including

an additional $25 million in

oversubscriptions) of Green

Bonds are issued and $100

million of existing bank debt is

repaid.

Weighted average debt term

2

4.3yrs

1.This graph is for illustrative purposes only and does

not represent Argosy's current debt profile.

2.Estimated debt term following the Green Bond

issue.

Repaid

bank

debt

Green Bond Framework
23—

Use of proceedsThe proceeds of the Offer are intended to be used to refinance existing bank debt that

supports Green Assets

External reviewEY has issued a limited assurance report to Argosy in relation to the proposed use of funds

raised through the issuance of the Green Bonds, including its Green Bond Framework

Monitoring &

compliance

The Green Bond Framework provides that an annual assurance process will be undertaken by

an independent third party assurance provider

ReportingThe Green Bond Framework provides for Argosy to publish semi-annual use of proceeds reports

and report on any changes to the Green Bond Framework

Evaluation of Green

Assets

To be eligible to be a Green Asset under the Green Bond Framework, the project or building

must be certified as obtaining or targeting:

A Green Star "Built" rating of at least 4 Stars; or

A NABERSNZ "Energy Base Building Rating" or "Energy Whole Building Rating" of at least 4 Stars.

You can find the Green Bond Framework located on Argosy’s website at http://www.argosy.co.nz/investor-

centre/greenbondframework/

.

Green Assets
24—

Green Star rating average across

existing green assets

5 Star

1.Independent market valuation as at 31 March 2019.

2.Expected value on completion based on ‘as if complete’

valuations performed by independent valuers.

3.5 Star rating expired September 2019 and currently under

resubmission targeting 5.5 Stars.

4.NABERSNZ ratings are not available for industrial buildings.

Value of Existing Green Assets

Asset Value

1

(NZDm)

143 Lambton QuayOffice4 Stars Energy Whole Building5 Star Office Built$29.3

15-21 Stout StreetOffice

Targeting 5.5 Stars Energy Whole Building

3

5 Star Office Built$111.0

82 Wyndham StreetOfficeTargeting 5 Stars (in progress)5 Star Office Built$44.7

Highgate, ParkwayIndustrial

n/a

4

5 Star Industrial Built $29.5

$214.5

Value of Planned Green Assets

Asset Value

2

(NZDm)

8-14 Willis StreetOfficeTargeting 5 Stars Targeting 6 Star$94.0

107 Carlton Gore RoadOfficeTargeting 4 Stars

Targeting minimum 4 Star$44.6

$138.6

$353.1

Total Pl anned Gr een Asset Val ue

Total Gr een Asset Val ue (Exi sti ng + Pl anned)

AddressUseCurrent NABERSNZ RatingGr een Star Rati ng

Total Exi sti ng Gr een Asset Val ue

AddressUseCurrent NABERSNZ RatingGr een Star Rati ng

Key Terms & Dates

Key Offer Terms
26—

SummaryDetail

Issuer

Argosy Property Limited

Instrument

Senior secured fixed rate green bonds

Offer amount

Up to NZ$75 million plus up to an additional NZ$25 million of oversubscriptions (at Argosy’s discretion)

Use of proceeds

The proceeds of the Offer are intended to be used to refinance existing bank debt that supports Green Assets.

For more detail on Green Assets, see Argosy’s Green Bond Framework as published at

http://www.argosy.co.nz/investor-centre/greenbondframework/

Tenor & Maturity Date

7 years, maturing on 29 October 2026

Interest Rate

A fixed rate of interest will be payable on the Green Bonds until the Maturity Date. The Interest Rate will be

determined on the Rate Set Date (18 October 2019) and announced via NZX on or about the Rate Set Date.

The Interest Rate will not change over the term of the Green Bonds. The Interest Rate will be equal to the sum of

the Base Rate and the Margin but in any case will be no less than the minimum interest rate announced via NZX

on 14 October 2019

Indicative Margin range and

minimum Interest Rate

To be announced via NZX on Monday 14 October

Interest Payments

Interest will be calculated on an annual basis and is payable in equal amounts in arrear on each quarterly

interest payment date, being 29 January, 29 April, 29 July and 29 October in each year during the term of the

Green Bond, commencing on 29 January 2020 and including the Maturity Date

Financial Covenant

The total principal amount of all indebtedness that is secured pursuant to the Security Trust Deed is no more

than 50% of the Secured Property Value

Brokerage

0.50% of the aggregate principal amount of Green Bonds issued, plus 0.25% on firm allocations to be paid by

Argosy

Issue Price / Minimum

Application Amount

Each Green Bond is issued at par (NZ$1.00 per Green Bond). The minimum application amount is NZ$5,000 and

in multiples of NZ$1,000 thereafter

Quotation

Argosy intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code ARG020 has been reserved

for the Green Bonds

Key Offer Dates
27—

Key EventDate

Offer opens and announcement of minimum Interest Rate and indicative

Margin range.

Monday, 14 October 2019

Firm bids due and Offer closesFriday, 18 October 2019 (12pm)

Issue DateTuesday, 29 October 2019

Expected date of initial quotation and trading on the NZX Debt MarketWednesday, 30 October 2019

First Interest Payment DateWednesday, 29 January 2020

Interest Payment Dates

29 January, 29 April, 29 July and 29

October in each year during the

term of the Green Bonds

Maturity DateThursday, 29 October 2026

Appendices
28—

Board of Directors
29—

Extensive management and

corporate governance experience

in New Zealand.

Previous directorships include Lion

Nathan, Fonterra, Auckland

International Airport and Fisher &

Paykel Healthcare.

Current directorships include:

Greymouth Petroleum Limited

Maui Capital Aqua Fund Limited

Maui Capital Indigo Fund

Limited.

Extensive management and

governance experience in New

Zealand.

Trustee of Melanesian Mission Trust

Board.

Current directorships include:

Burger Fuel Group Limited,

Chairman

Trust Investments Management

Limited, Chairman

Generate Investment

Management Limited,

Chairman.

Mike Smith - Chairman

Peter Brook -Director

Board of Directors
30—

41 years as a property lawyer,

29 of these as a partner at

Russell McVeagh.

Trustee of the Spirit of

Adventure Trust and other

charitable trusts.

Holds a number of private

company directorships.

Jeff Morrison - Director

Involved in property, investment

and development for more than

25 years in New Zealand.

Most recently Chief Executive

Officer of Kiwi Property Group

and past President of Property

Council of New Zealand.

Chris Gudgeon - Director

More than 25 years experience

across corporate New Zealand.

Chairman of the NZ Sports Hall

of Fame, Scott Technology

Limited, University of Otago

Foundation Studies Limited and

Past President of NZ Institute of

Directors. He is also Acting Chair

of UDC Finance Limited.

Current directorships include:

Scenic Hotel Group Limited

Dunedin Casinos Limited

Ngai Tahu Tourism Limited

EbosGroup Limited.

Stuart McLauchlan - Director

Board of Directors
31—

25 years of experience across

corporate New Zealand.

Previously CEO of Tainui Group

Holdings (TGH) and currently

Chairman of BNZ Partners, Waikato

Region.

Current directorships include:

Ngai TahuHoldings Corporation

Limited

NIWA

Panuku Development Auckland

Limited.

Mike Pohio- Director

Rachel has over 20 years of property

sector experience across a variety of

roles including strategy, portfolio

management and responsibility for

multi-million dollar developments

across the public and private sector.

Rachel is currently Head of Property

Services for Westpac New Zealand.

Rachel Winder - Director

Management
32—

An engineer by background, Peter

has 36 years of experience in the

property industry working with

Progressive Enterprises, Challenge

Properties, Richard Ellis and Green

and McCahill.

Peter has been with Argosy since

1994 and was appointed Chief

Executive in 2009.

He is a Fellow of the Property

Institute, a past lecturer at The

University of Auckland and past

President of the Property Council of

New Zealand.

Has over 29 years in senior financial

and general management roles

both in New Zealand and overseas,

including a period in Japan as a

senior vice president with the Jupiter

Group.

Joining in 2011 he now oversees the

financial and corporate activities of

Argosy.

Dave is a qualified Chartered

Accountant, and holds a Bachelor

of Commerce and MBA from The

University of Auckland.

Dave Fraser – CFOPeter Mence - CEO

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.

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