Infratil Infrastructure Bond Exchange Offer closes

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

13 September 2023

Infratil Infrastructure Bond Exchange Offer Closes

Infratil Limited today announced that following the successful Exchange Offer for its offer of 7½
year unsecured, unsubordinated, fixed rate infrastructure bonds maturing on 15 March 2031 (2031
Bonds) it has allocated $52,248,000 of 2031 Bonds. The Exchange Offer has now closed.

Combined with the Firm Offer issuance of $75,000,000 this takes the total Issue Amount to
$127,248,000.

A copy of the Final Terms Sheet for the 2031 Bonds is attached.

Arranger and Joint Lead Manager:
Bank of New Zealand
Joint Lead Managers:
ANZ Bank New Zealand Limited
Craigs Investment Partners Limited
Forsyth Barr Limited
Jarden Securities Limited

Tom Robertson
Treasury and Risk Manager, Infratil
Phone: +64 4 550 5432
Email: tom.robertson@hrlmorrison.com

---

7.5 Year Fixed Rate Bond
Maturing 15 March 2031
Arranger and Joint Lead ManagerJoint Lead Managers
Final Terms Sheet
For the offer of Infrastructure Bonds

2
Final Terms Sheet
Dated 13 September 2023
This Final Terms Sheet ("Terms Sheet") sets
ou
t the key terms of the offer ("Offer") by
Infratil Limited ("Infratil") of fixed rate bonds
maturing on 15 March 2031 ("Infrastructure
Bonds").
The Infrastructure Bonds will be issued
un
der the programme trust deed dated
11 November 1999 (as amended or amended
and restated from time to time) between
Infratil and Trustees Executors Limited as
supplemented by a series supplement dated
28 August 2023 (together, "Trust Deed").
Unless the context requires otherwise,
capitalised terms used in this Terms Sheet
have the same meaning given to them in the
Trust Deed. This Terms Sheet is an "Issue
F
lyer" for the purposes of the Trust Deed.
Important Notice
The Offer by Infratil 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 Infrastructure Bonds that have
identical rights, privileges, limitations and
co
nditions (except for the interest rate and
maturity date) as:
•Infratil's fixed rate bonds maturing on 15
September 2023, which have an interest
rate of 5.25% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT210;
•Infratil's fixed rate bonds maturing on
15 June 2024, which have an interest rate
of 5.50% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT230;
•Infratil's fixed rate bonds maturing on
15 December 2024, which have an interest
rate of 4.75% per annum and which are
currently quoted on the NZX Debt Market
under the ticker code IFT260;
•Infratil's fixed rate bonds maturing on 15
Jun
e 2025, which have an interest rate of
6.15% per annum and which are currently
quoted on the NZX Debt Market under the
ticker code IFT250;
•Infratil's fixed rate bonds maturing on
15 March 2026, which have an interest
rate of 3.35% per annum and which
are currently quoted on the NZX Debt
Market under the ticker code IFT300;
•Infratil's fixed rate bonds maturing on
15 December 2026, which
have an
interest rate of 3.35% per annum and
whic
h are currently quoted on the NZX
Debt Market under the ticker code IFT280;
•Infratil's fixed rate bonds maturing on
15 December 2027, which have an interest
rate of 3.60% per annum and which are
cu
rrently quoted on the NZX Debt Market
under the ticker code IFT310;
•Infratil's bonds maturing on 15 December
2028, which have a current interest rate of
4.85% per annum (rate reset after five years
on
15 December 2023) and which are
cu
rrently quoted on the NZX Debt Market
under the ticker code IFT270;
•Infratil's fixed rate bonds maturing on
31 July 2029, which have an interest rate of
6.90% per annum and which are currently
qu
oted on the NZX Debt Market under the
ticker code IFT330;
•Infratil's bonds maturing on 15 December
2029, which have a current interest rate of
7.89% per annum (further rate reset on 15
December 2023 and annually thereafter)
and wh
ich are currently quoted on the NZX
Debt Market under the ticker code IFTHC;
and
•Infratil's fixed rate bonds maturing on
15 June 2030, which have a current interest
rate of 5.93% per annum (rate reset on 15
Jun
e 2026) and which are currently quoted
on the NZX Debt Market under the ticker
code IFT320,
(together the "Quoted Bonds").
Acco
rdingly, the Infrastructure Bonds are the
same class as the Quoted Bonds for the
purposes of the FMCA and the Financial
Markets Conduct Regulations 2014.
Infratil 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/IFT.
The Qu
oted Bonds are the only debt
securities of Infratil that are currently quoted
and in the same class as the Infrastructure
Bonds that are being offered. The Quoted
Bonds with ticker code IFT330 have been
qu
oted on the NZX Debt Market for less than
3 months.
Investors should look to the market price of
the Quoted Bonds referred to above to find
ou
t how the market assesses the returns and
risk premium for those bonds.

3

Key Terms of the
Infrastructure Bonds
4
Issuer:Infratil Limited.
Description:Infrastructure Bonds are unsecured, unsubordinated debt securities of Infratil to be issued
pursuant to the Trust Deed.
Issue Amount:
$127,248,000
Firm Offer and Exchange Offer:The Offer consists of two separate parts.
Under the first part (“Firm Offer”), Infratil is offering Infrastructure Bonds to New Zealand
clients of the Joint Lead Managers, approved financial intermediaries and other primary
market participants invited to participate in the bookbuild.
Under the second part ("Exchange Offer"), Infratil is offering New Zealand resident holders of
its IFT210 fixed rate bonds maturing on 15 September 2023 ("2023 Bonds") the opportunity
to exchange all or some of their 2023 Bonds for Infrastructure Bonds offered under this Terms
Sheet. You will receive one new Infrastructure Bond for each 2023 Bond exchanged under the
Exchange Offer. Once you submit a completed application for the Exchange Offer you will no
longer be able to sell or otherwise transfer your 2023 Bonds designated in that application.
There is no public pool for Infrastructure Bonds under the Offer.
See "How to Apply" on page 8.
Use of Proceeds:
Infratil intends to use the net proceeds of the Offer for general corporate purposes, including
to
refinance the 2023 Bonds and to repay a portion of Infratil's existing bank debt bridge
facilities put in place to fund the acquisition of One New Zealand.
Terms Particular to the Firm Offer
Firm Offer Issue Amount:
The Firm Offer issue amount has been set at $75,000,000 of Infrastructure Bonds.
Firm Offer Applications: The Firm Offer has now closed. The Firm Offer was open to all New Zealand resident investors,
but only if the investor receives a firm allocation from a Joint Lead Manager, approved financial
intermediary or other primary market participant invited to participate in the bookbuild.
Firm Offer Opening Date: 28 August 2023.
Firm Offer Closing Date: 11.00am, 1 September 2023.
Terms Particular to the Exchange Offer
Exchange Offer Issue Amount:
Th
e Exchange Offer issue amount has been set at $52,248,000 of Infrastructure Bonds.
Exchange Offer Applications: The Exchange Offer was available to New Zealand resident holders of the 2023 Bonds. Infratil
will issue one Infrastructure Bond for each 2023 Bond exchanged.
Exchange Offer Opening Date: 4 September 2023.
Exchange Offer Closing Date: 5.00pm, 13 September 2023.

Key Terms of the
Infrastructure Bonds
5
Terms Common to the Firm Offer and the
Exchange Offer
Firm Offer and Exchange Offer Issue
Amount:
Th
e sum of the Firm Offer Issue Amount and the Exchange Offer Issue Amount has been set at
$127,248,000 of Infrastructure Bonds.
Rate Set Date:1 September 2023.
Issue Date: 15 September 2023.
Expected Date of Initial Quotation on the
NZX Debt Market:
18 September 2023.
Maturity Date:15 March 2031.
Interest Rate:
7.08% per annum.
The Interest Rate has been set as the greater of:
(a) the sum of the Issue Margin and the Base Rate determined on the Rate Set Date; and
(b) the Minimum Interest Rate.
The Issue Margin was set by Infratil in consultation with the Joint Lead Managers (identified
below) at
2.40% per annum. The Base Rate on the Rate Set Date was 4.68% per annum.
Accordingly, the sum of the Issue Margin and the Base Rate on the Rate Set Date (being
7.08
% per annum) applies to the Infrastructure Bonds as the Interest Rate.
Minimum Interest Rate:
7.05% per annum.
Issue Margin:
Base 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 Maturity Date as determined by Infratil in consultation
with the Arranger (identified below) on the Rate Set Date in accordance with market
convention with reference to Bloomberg page ICNZ4 (or any successor page), in each case
expressed on a quarterly basis (and rounded to 2 decimal places, if necessary, with 0.005 being
rounded up).
Interest Payment Dates:15 March, 15 June, 15 September and 15 December of each year until and including the
Maturity Date (commencing on 15 September 2023). Although the first Interest Payment
Date is 15 September 2023, because that is the same date as the Issue Date, no interest
will have accrued and no interest will be payable on that date. The first date on which interest
will be paid on the Infrastructure Bonds is 15 December 2023.
Interest Payments:Other than for the first Interest Payment Date (on which no interest will be paid), Infratil will
pay interest in arrear in equal amounts on each Interest Payment Date.
In addition, if the Infrastructure Bonds are redeemed on a day that is not an Interest Payment
Date (see "Right to Redeem Early" and "Early Redemption Events" on page 6), 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.
2.40% per annum.

Key Terms of the
Infrastructure Bonds
6
First Interest Payment:As noted above, although the first Interest Payment Date is 15 September 2023, because
that is the same date as the Issue Date, no interest will have accrued and no interest will be
payable on that date. The first date on which interest will be paid on the Infrastructure Bonds is
15 December 2023. Interest paid on 15 December 2023 on each Infrastructure Bond will
be paid to the Holder of the Infrastructure Bond on the Record Date for that payment (being 5
December 2023).
Interest Suspension and Dividend
Stopper:
Infratil may suspend the payment of interest where an Interest Suspension Event exists. If the
payment of interest is suspended:
(a)
int
erest 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 p
ay or make any distribution to shareholders or provide any financial
assistance for the acquisition of shares in Infratil.
Interest Suspension Events:In summary, an Interest Suspension Event may occur if:
(a)
the int
erest payment would be likely to breach the solvency test in section 4 of the
Companies Act 1993;
(b)
the int
erest payment would be likely to result in a breach of the terms or conditions of
other financial indebtedness incurred by Infratil or certain of its subsidiaries; or
(c)
the int
erest payment would be likely to result in a breach of any other legal obligation by
Infratil or certain of its subsidiaries.
Right to Redeem Early:Infratil has the right to redeem all or some of the Infrastructure Bonds prior to the Maturity
Date by giving you no less than 5 Business Days' notice. Infratil may not exercise this right if:
(a)
the Super
visor has declared the Infrastructure Bonds due and payable because an event of
default as described in clause 8.1 of the Trust Deed exists; or
(b)
the notice o
f early redemption is given at a time on or after the day falling 25 Business
Days before the Maturity Date.
You have no right of early redemption except following an Early Redemption Event.
Redemption Price:Redemption on the Maturity Date or following an Early Redemption Event
Each Infrastructure Bond redeemed on the Maturity Date, or earlier following an Early
Redemption Event, will be redeemed at an amount equal to its Face Value less all withholding
tax or deductions required to be made.
Early Redemption
If an Infrastructure Bond is redeemed early due to Infratil exercising its right to redeem early,
it will be redeemed at an amount equal to the greater of:
(a)

its F
ace Value plus accrued but unpaid interest; and
(b)

the curr
ent market price of the Infrastructure Bonds (determined in accordance with clause
6.1(l)(ii) of the Trust Deed),
in each case less all withholdings or deductions required to be made.
Early Redemption Events:In summary, an Early Redemption Event may occur if:
(a)

an ev
ent of default as described in clause 8.1 of the Trust Deed occurs; or
(b)

cer
tain 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.

Key Terms of the
Infrastructure Bonds
7
Liabilities to Assets Covenant:Infratil has agreed for the benefit of Holders 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.
Ranking of Infrastructure Bonds:The Infrastructure Bonds are unsecured and unsubordinated debt obligations of Infratil. This
means that in a liquidation of Infratil your rights and claims as a Holder:
(a)
will rank
after the claims of (i) secured creditors of Infratil (if any), and (ii) creditors of Infratil
who are preferred by law (e.g. the Inland Revenue Department in respect of unpaid tax);
(b)
will rank
equally with the claims of all other unsecured, unsubordinated creditors of Infratil;
and
(c)
will rank in
priority to the claims of (i) subordinated creditors of Infratil (if any) (being
creditors who have agreed to accept a lower priority in respect of their claims in a
liquidation of Infratil), and (ii) shareholders.
Infratil is a holding company with investments in various companies. Holders have no claims
against, or recourse to the assets of, any of those companies. Infratil's ability to make
timely payments on the Infrastructure Bonds is dependent on the returns it receives from its
investments, its capital structure and the quality of its management.
In a liquidation of the Infratil group, creditors of Infratil's subsidiaries and associates (including
lenders) would have a prior claim to the assets of those companies ranking ahead of the claim
of Infratil's liquidator (claiming as shareholder in the companies). Only the residual assets of
the companies, after the claims of the companies' creditors have been satisfied, would be
available to Infratil's liquidator and therefore Infratil's creditors (including Holders).
No Guarantee:The Infrastructure Bonds are not guaranteed by any member of the Infratil group or any other
person.
Issue Price:$1.00 per Infrastructure Bond (being the Face Value).
No subscription moneys are payable by a Holder for Infrastructure Bonds allotted under the
Exchange Offer.
Minimum Application Amount:Infrastructure Bonds having a Face Value of $5,000 and multiples having a Face Value of $1,000
thereafter (unless a holder of 2023 Bonds is exchanging all of their 2023 Bonds).
ISIN:NZIFTD0340L6
Business Day:A day on which NZX is open for trading. If any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, the due date for the payment to be made on that date will
be on the immediately preceding Business Day, but the amount paid will not be adjusted.
Registrar and Paying Agent:Link Market Services Limited
Who May Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
All Infrastructure Bonds exchanged or offered under the Exchange Offer are reserved to
registered holders of a 2023 Bond who are New Zealand residents.

Key Terms of the
Infrastructure Bonds
8
How to Apply:Firm Offer
The Firm Offer has now closed.
Exchange Offer
Holders of 2023 Bonds have the option to participate in the Exchange Offer by using an
online or printed application form.
If you have provided an email address for investor correspondence, you will receive an email
on the Firm Offer Opening Date with an email link. The email link will take you to a Registrar
website where you will receive information on how to apply for Infrastructure Bonds in the
Exchange Offer using the online application form.
You will be able to apply using the online application form at www.infratilbondexchangeoffer.com
from the Exchange Offer Opening Date. You must complete the online application form by no
later than 5.00pm on the Exchange Offer Closing Date.
If you have not provided an email address for investor correspondence, you will be mailed
this Terms Sheet along with a printed application form to your registered postal address.
If you use a printed application form under the Exchange Offer, you must return a completed
printed application form so that it is received by the Registrar at the address below no later
than 5.00pm on the Exchange Offer Closing Date:
Link Market Services Limited
email a completed PDF copy to: applications@linkmarketservices.co.nz
or post a printed application form to: Infratil Bond Offer, c/- Link Market Services
Limited, PO Box 91976, Victoria Street West, Auckland 1142
or deliver a printed application form to: c/- Link Market Services Limited,
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
Once you submit a completed Exchange Offer application (online or through a printed
application form) you will no longer be able to sell or otherwise transfer your 2023
Bonds designated in that application.
Applications may be refused
If Infratil refuses any application under the Exchange Offer due to the applicant being ineligible
the 2023 Bonds that are not being exchanged will be redeemed on their maturity date in
accordance with their existing terms and conditions.
Brokerage:Infratil will pay a firm brokerage fee of 1.00% of the aggregate principal amount of
Infrastructure Bonds (such fee comprised of a brokerage fee of 0.50% and a firm allocation fee
of 0.50%). Such amounts will be paid to the Arranger who will distribute as appropriate to
primary market participants and approved financial intermediaries.
NZX Debt Market Quotation:Infratil will take any necessary steps to ensure that the Infrastructure Bonds are, immediately
after issue, quoted.
NZX is a licensed market operator, and the NZX Debt Market is a licensed market, under the
FMCA.
NZX Debt Market Ticker Code:IFT340
Supervisor:Trustees Executors Limited
Governing Law:New Zealand

Key Terms of the
Infrastructure Bonds
9
No Underwriting:The Offer is not underwritten.
Offer in New Zealand only:The Infrastructure Bonds may only be offered for sale or sold in New Zealand. Infratil has not
and will not take any action which would permit a public offering of the Infrastructure Bonds,
or possession or distribution of any offering material, in any country or jurisdiction where
action for that purpose is required (other than New Zealand). Infrastructure Bonds may only be
offered for sale or sold in compliance with all applicable laws and regulations in any
jurisdiction in which they are offered, sold or delivered. Any information memorandum, terms
sheet, circular, advertisement or other offering material in respect of the Infrastructure Bonds
may only be published, delivered or distributed in or from any country or jurisdiction under
circumstances which will result in compliance with all applicable laws and regulations.
By subscribing for Infrastructure Bonds, you agree to indemnify Infratil, the Joint Lead
Managers and the Supervisor in respect of any loss incurred as a result of you breaching the
above selling restrictions.
The above selling restrictions apply in relation to both the Firm Offer and the Exchange Offer.
Non-reliance:This Terms Sheet does not constitute a recommendation by the Joint Lead Managers, the
Supervisor, or any of their respective directors, officers, employees, agents or advisers to
subscribe for, or purchase, any of the Infrastructure Bonds.
The Joint Lead Managers and the Supervisor have not independently verified the information
contained in this Terms Sheet. In accepting delivery of this Terms Sheet, you acknowledge that
none of the Joint Lead Managers, the Supervisor 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.

10
Other
Information
Any internet site address provided in the
Terms Sheet is for reference only and, except
as expressly stated otherwise, the content
of such internet site is not incorporated by
reference into, and does not form part of, this
Terms Sheet.
Copies of the Trust Deed are available by
visiting www.infratil.com/for-investors/bonds
or you may request a copy from:
Infratil Limited
5 Market Lane
Wellington
Attention: Tom Robertson
or
Trustees Executors Limited
Level 11, 51 Shortland Street
Auckland
Attention: David Shaw
Investors should seek qualified independent
financial and taxation advice before deciding
to invest. In particular, you should consult
your tax adviser in relation to your specific
circumstances. Investors will also be
personally responsible for ensuring
compliance with relevant laws and regulations
applicable to them (including any required
registrations).
For further information regarding Infratil,
visit www.nzx.com/companies/IFT.
Issuer
Infratil Limited
5 Market Lane
PO Box 320
Wellington 6140
Telephone 04 473 3663
Supervisor
Trustees Executors Limited
Level 11, 51 Shortland Street
PO Box 4197
Auckland 1140
Telephone 0800 878 783
Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976
Auckland 1142
Directory
Arranger
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10, 171 Featherston Street
PO Box 540
Wellington 6011
Bank of New Zealand
Level 6, 80 Queen Street
Auckland 1010
Telephone 0800 284 017
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Telephone 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Telephone 0800 367 227
Jarden Securities Limited
Level 14, 171 Featherston Street
Wellington 6011
Telephone 0800 005 678