PCT
05/03/2015 09:49
S/HOLDER
NOT PRICE SENSITIVE
REL: 0949 HRS Precinct Properties New Zealand Limited
S/HOLDER: PCT: Letter to ineligible shareholders
2 March 2015
Dear Shareholder,
Precinct Properties New Zealand Limited Pro-rata entitlement offer -
notification to ineligible shareholders
On 25 February 2015, Precinct Properties New Zealand Limited ("Precinct")
announced that it was conducting an accelerated entitlement offer to eligible
shareholders to subscribe for 1 new Precinct share ("New Shares") for every 7
existing Precinct shares ("Existing Shares") held at 5pm (New Zealand time)
on 27 February 2015 ("Record Date") (the "Offer") to raise approximately
NZ$174.1 million. The Offer will be underwritten by Credit Suisse
(Australia) Limited and First NZ Capital Securities Limited (the
"Underwriters").
The Offer is being conducted in two parts: the institutional offer
("Institutional Entitlement Offer") and the retail offer ("Retail Entitlement
Offer"). The terms of the Offer are detailed in an Offer Document dated 25
February 2015.
No action has been or will be taken to register, qualify or otherwise permit
a public offering of the New Shares in any jurisdiction outside Australia and
New Zealand. In particular, the Offer Documents are not for distribution in
the United States or to persons in the United States and the New Shares have
not been and will not be registered under the United States Securities Act of
1933 (the "U.S. Securities Act") or the securities laws of any state of the
United States and may not be offered or sold in the United States or to, or
for the account or benefit of, persons in the United States, except in
transactions exempt from or not subject to the registration requirements of
the U.S. Securities Act and applicable state securities laws.
Under the terms of the Offer, you are either an "Ineligible Institutional
Shareholder" (defined below) or an "Ineligible Retail Shareholder" (defined
below) and accordingly you are not eligible to subscribe for New Shares and
you will not be sent a copy of the Offer Document.
This letter is to inform you about the Offer. It is neither an offer to
issue shares to you, nor an invitation for you to apply for New Shares. You
are not required to do anything in response to this letter. However, you may
still receive some benefit from the Offer, as described below.
What is the Offer?
The Offer involves an offer to:
(a) shareholders as at the Record Date with a registered address in:
(i) in New Zealand, who Precinct considers is an institutional, habitual, or
sophisticated investor;
(ii) in Australia, who Precinct considers is a person to whom an offer of
shares for issue may lawfully be made without disclosure under Part 6D.2 of
the Corporations Act 2001 (Australia) (as modified by any applicable
regulatory instrument);
(iii) in Hong Kong, who Precinct considers is a professional investor as
defined in the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong;
(iv) in Japan, who Precinct considers is a "qualified institutional investor"
(as defined in article 2, paragraph 3 of the Financial Instruments and
Exchange Law of Japan (Law No. 25 of 1948));
(v) in Singapore, who Precinct considers is a institutional investor as
defined in Subdivision (4) Division 1, Part XIII of the Securities and
Futures Act, Chapter 289 of Singapore;
(vi) in the United Arab Emirates (excluding the Dubai International Financial
Centre), who Precinct considers is an institutional investor; or
(vii) in the United Kingdom, who Precinct considers is a qualified investor
within the meaning of section 86(7) of the Financial Services and Markets Act
2000, as amended,
in each case who is not in the United States or acting for the account or
benefit of a person in the United States and who is(or the nominee for such a
person is) invited to participate in the Institutional Entitlement Offer
("Eligible Institutional Shareholders"); and
shareholders as at 5.00pm (NZ time) on the Record Date who have a registered
address in New Zealand or Australia, are not in the United States of America
and are not acting for the account or benefit of a person in the United
States, and are not an Eligible Institutional Shareholder or Ineligible
Institutional Shareholder, ("Eligible Retail Shareholders") under the Retail
Entitlement Offer,
in each case, of an entitlement to subscribe for 1 New Share for every 7
Existing Shares ("Entitlement") held at the Record Date, at a price of
NZ$1.15 ("Offer Price") for each New Share.
Precinct is also making an offer of New Shares under the Institutional
Entitlement Offer to a limited number of institutional shareholders in the
United States in a private placement.
A number of New Shares equal to the number of New Shares not taken up by
Eligible Institutional Shareholders under the Institutional Entitlement Offer
and the New Shares which would have been offered to those institutional
shareholders who are ineligible to participate ("Ineligible Institutional
Shareholders") if they had been eligible to participate in the Institutional
Offer, will be offered for subscription to institutional investors through a
bookbuild process following the Institutional Entitlement Offer
("Institutional Bookbuild"). Similarly, a number of New Shares equal to the
number of New Shares not taken up by Eligible Retail Shareholders in the
Retail Entitlement Offer and the New Shares which would have been offered to
those retail shareholders who are ineligible to participate ("Ineligible
Retail Shareholders") if they had been eligible to participate in the Retail
Entitlement Offer will be offered for subscription to institutional investors
through a bookbuild process following the Retail Entitlement Offer ("Retail
Bookbuild").
The Offer Price will be paid from the proceeds of each bookbuild to Precinct
from the proceeds of each bookbuild as full consideration for the New Shares.
Any premium over the Offer Price that is achieved under the Institutional
Bookbuild on 27 February 2015 will be paid pro rata to Eligible Institutional
Shareholders who did not take up their Entitlement in full (with respect to
that part of the Entitlement they did not take up only) and each Ineligible
Institutional Shareholder. Any premium over the Offer Price that is achieved
under the Retail Bookbuild on 20 March 2015 will be paid pro rata to Eligible
Retail Shareholders who did not take up their Entitlement in full (with
respect to that part of the Entitlement they did not take up only) and each
Ineligible Retail Shareholder.
There is no guarantee that any such premium will achieved under the
Institutional Bookbuild or Retail Bookbuild, or that the premium (if any)
achieved for New Shares in the Institutional Bookbuild will be matched in the
Retail Bookbuild (or vice versa). The ability to sell New Shares under the
Institutional Bookbuild or Retail Bookbuild and the ability to obtain any
premium to the Offer Price will be dependent upon various factors, including
market conditions. To the maximum extent permitted by law, none of Precinct,
its manager (AMP Haumi Management Limited) the Underwriters, or any
associates of those entities, will be liable, including for negligence, for
any failure to procure applications under the Institutional Bookbuild or
Retail Bookbuild at a price in excess of the Offer Price.
Why am I not eligible to participate in the Offer?
Under the terms of the Offer, investors that are not Eligible Retail
Shareholders or Eligible Institutional Shareholders are ineligible to take up
Entitlements to subscribe for New Shares under the Offer.
The restrictions upon eligibility are due to legal limitations in some
countries, the relatively small number of shareholders there, the small
number and value of Existing Shares they hold and the potential cost of
complying with regulatory requirements in those countries. Precinct has
determined that having regard to the relatively small number of shareholders,
the small number and value of Existing Shares they hold and the potential
cost of complying with regulatory requirements, it would be unreasonable to
make the Offer to shareholders resident in any country outside of Australia
or New Zealand (in connection with the Retail Entitlement Offer) or the other
stated jurisdictions above (in connection with the Institutional Entitlement
Offer). While this Offer is not available to you, I would like to thank you
for your continuing support.
Yours sincerely,
Craig Stobo
Chairman
Precinct Properties New Zealand Limited
Note: The provision of this document is not, and should not be considered as,
financial product advice. The information in this document is general
information only, and does not take into account your individual objectives,
taxation position, financial situation or needs. Before acting on the
information, you should consider the appropriateness of the information,
having regard to your objectives, taxation position, financial situation or
needs. If you are unsure of your position, please contact your accountant,
tax adviser, stockbroker or other professional adviser.
This letter does not constitute an offer to sell or the solicitation of an
offer to buy, any securities in the United States or to, or for the account
or benefit of, any person in the United States. No action has been or will
be taken to register or qualify the New Shares in any jurisdiction outside
Australia or New Zealand. The New Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933 (Securities Act) or the
securities laws of any state or other jurisdiction in the United States and
may not be offered or sold in the United States or to, or for the account or
benefit of, a person in the United States, except in transactions exempt
from, or not subject to, registration under the Securities Act and the
relevant securities laws of any state or other jurisdiction in the United
States.
End CA:00261492 For:PCT Type:S/HOLDER Time:2015-03-05 09:49:49
