AIA announces terms sheet for retail bond issue

For personal use only

Market Release | 10 November 2021

Auckland Airport announces terms sheet for retail bond issue

Further to Auckland International Airport Limited's announcement earlier today, the final terms sheet relating to the issue of unsecured, unsubordinated fixed rate bonds is attached.

Ends

For assistance, please contact:

Campbell De Morgan Treasury Specialist [phone] [e-mail]

Bank of New Zealand

0800 284 017

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)

0800 772 142

2854465-1

For personal use only

Final terms sheet for fixed rate bonds due 17 November 2026

This Terms Sheet is prepared in respect of an offer by Auckland International Airport Limited (Auckland Airport) of NZ$150,000,000 (Bonds) under its master trust deed dated 9 July 2004 (as amended and restated from time to time), as modified and supplemented by the supplemental trust deed dated 29 October 2021 entered into between Auckland International Airport Limited and The New Zealand Guardian Trust Company Limited (Supervisor) (together, Trust Documents).

Important Notice

The offer of Bonds is being made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the Bonds will have identical rights, privileges, limitations and conditions as Auckland Airport's:

1. 4.28% NZ$100,000,000 fixed rate bonds maturing on 9 November 2022 which are quoted on the NZX Debt Market under the ticker code AIA200;
2. 3.97% NZ$225,000,000 fixed rate bonds maturing on 2 November 2023 which are quoted on the NZX debt market under the ticker code AIA210;
3. 3.64% NZ$100,000,000 fixed rate bonds maturing on 17 April 2023 which are quoted on the NZX debt market under the ticker code AIA220; and
4. 3.51% NZ$150,000,000 fixed rate bonds maturing on 10 October 2024 which are quoted on the NZX debt market under the ticker code AIA230,

(together, Quoted Bonds) and therefore are of the same class as the Quoted Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations).

Auckland Airport 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 https://www.nzx.com/companies/AIA.

Investors should look to the market price of the Quoted Bonds to find out how the market assesses the returns and risk premium for those bonds.

Dated 10 November 2021

Issuer	Auckland International Airport Limited.
Description of Bonds	Direct, unsecured, unsubordinated, fixed rate debt obligations of
	Auckland Airport ranking equally and without preference among

themselves and equally with all other outstanding unsecured and unsubordinated indebtedness of Auckland Airport (except indebtedness preferred by law).

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Purpose	General corporate purposes.
	Joint Lead Managers	Bank of New Zealand and Westpac Banking Corporation (ABN 33
		007 457 141) (acting through its New Zealand Branch).
use	Credit Ratings	Expected Long-Term Issue Credit		Long-Term Issuer Credit Rating
	Rating
	A- S&P Global Ratings		A- S&P Global Ratings
		Further information about S&P Global Ratings credit rating scale is
personal		available at www.standardandpoors.com. A credit rating is not a
	recommendation to invest in the	Bonds and may be subject to
	revision, suspension or withdrawal at any time.
	Issue Amount	NZ$150,000,000.
	Opening Date	Monday, 8 November 2021, immediately following release via NZX
		of the notice required by the FMC Regulations in connection with the
		offer.
	Closing Date	12.00pm on Wednesday, 10 November 2021.
	Rate Set Date	Wednesday, 10 November 2021.
For
Issue Date and allotment date	Wednesday, 17 November 2021.
	Maturity Date	Tuesday, 17 November 2026.
	Interest Rate	3.29 per cent per annum, being the aggregate of the Base Rate and
		the Margin on the Rate Set Date.
	Base Rate	The semi-annualmid-market swap rate for an interest rate swap of a
		term matching the period from the Issue Date to the Maturity Date
		as calculated by the Joint Lead Managers in accordance with market
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				convention with reference to Bloomberg page ICNZ4 on the Rate Set
				Date and expressed on a semi-annual basis, rounded to 2 decimal
				places, if necessary with 0.005 being rounded up.
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Margin			0.70 per cent per annum.
	Interest Payment Dates	17 May and 17 November in each year until and including the
				Maturity Date.
use	First Interest Payment Date	17 May 2022.
Frequency	of	interest	Semi-annually (half annual amount) in arrears on each Interest
	payments			Payment Date.
				If an Interest Payment Date falls on a day that is not a Business Day,
				the relevant payment will be made on the next day which is a
personal				Business Day, without adjustment, interest or further payment as a
			result thereof.
Issue price / Principal Amount	NZ$1.00 per Bond.
	Minimum	Principal	Amount	The Minimum Principal Amount and minimum holding amount in
	and minimum holding amount	respect of the Bonds is NZ$10,000 and multiples of NZ$1,000
				thereafter.
	Record Date		10 calendar days before an Interest Payment Date or, if not a
				Business Day, the immediately preceding Business Day.
	Business Day		A day (other than a Saturday or Sunday) on which registered banks
For				are generally open for business in Wellington and Auckland.
Quotation			The Bonds will be quoted under NZX Debt Market Ticker Code:
				AIA240.
	Expected	date of	initial	It is expected that quotation on the NZX Debt Market will occur on
	quotation and trading on the	Thursday, 18 November 2021.
	NZX Debt Market
	Registrar			Link Market Services Limited.
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	ISIN	NZAIAD0240L9.
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Repo-eligibility	Auckland Airport intends to apply to the Reserve Bank of New
	Zealand for the Bonds to be included as eligible securities for
	domestic market operations.
Early repayment	In the case of an event of default as set out in the Trust Documents,
	which is continuing unremedied, the Supervisor may, and
	immediately upon being directed to do so by an extraordinary
use		resolution	(as defined under the	Trust Documents)	of holders of
	Bonds of this series must, declare the principal amount and accrued
		interest on the Bonds to be immediately due and payable.
		If the Bonds are declared due and payable prior to the Maturity Date,
		interest will be payable at the Interest Rate from the most recent
		Interest Payment Date to and including the date of repayment.
personal
	them as to what arrangements will need to be put in place for the
	Governing law	New Zealand.
	Who may apply	All of the Bonds are reserved for clients of the Joint Lead Managers,
		primary market participants and other approved financial
		intermediaries.
		There is no public pool for the offer. Investors wishing to purchase
		the Bonds should contact their broker or financial adviser. In
		respect of any oversubscriptions or generally, any allotment of Bonds
		will be at Auckland Airport's discretion, in consultation with the Joint
		Lead Managers. Auckland Airport reserves the right to refuse to
		make any allotment (or part thereof) without giving any reason.
		Each investor's broker or financial adviser will be able to advise
For		investor	to trade the 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.

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