PCT precinct prop nz ltd & invest ltd stapled security (ns)

Ann: S/HOLDER: PCT: Letter to Nominees

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    					PCT
    05/03/2015 10:11
    S/HOLDER
    NOT PRICE SENSITIVE
    REL: 1011 HRS Precinct Properties New Zealand Limited
    
    S/HOLDER: PCT: Letter to Nominees
    
    Not for Release or Distribution in the United States
    
    2 March 2015
    STRICTLY CONFIDENTIAL
    
    Dear Nominee,
    
    Important instructions to Nominees and/or custodians acting for shareholders
    of Precinct Properties New Zealand Limited
    
    Please note capitalised terms not otherwise defined in this letter have the
    meanings given in the Offer Document released to the NZX on 25 February 2015.
    
    As a nominee for beneficial holders of shares in Precinct Properties New
    Zealand Limited ("Precinct") you will shortly receive a copy of the Offer
    Document together with a personalised Entitlement and Acceptance Form. The
    Offer Document is for an Offer of up to 151.4 million New Shares in Precinct
    at NZ$1.15 per New Share to raise approximately NZ$174.1 million. The
    personalised Entitlement and Acceptance Form will indicate an entitlement to
    1 New Share for every 7 Existing Shares in Precinct that you held in
    aggregate under your nominee account name as at 5.00pm (NZ Time) on 27
    February 2015 ("Record Date"). The Offer is subject to the following
    exceptions and the terms of the Offer Document.
    
    The Institutional Entitlement Offer, as described in the Offer Document, was
    conducted between 25 February 2015 and 27 February 2015, where Eligible
    Institutional Shareholders committed for approximately 66.5 million New
    Shares to raise approximately NZ$76.4 million. The Retail Entitlement Offer,
    as described in the Offer Document, is for approximately 84.9 million New
    Shares. The Retail Entitlement Offer is only available to Eligible Retail
    Shareholders (being shareholders of Precinct with registered addresses in New
    Zealand or Australia at 5.00pm (NZ time) on the Record Date, who are not in
    the United States of America or acting for the account of a person in the
    United States of America and who are not Eligible Institutional Shareholders
    or Ineligible Institutional Shareholders).
    
    In order to comply with relevant securities laws, the Retail Entitlement
    Offer is not being extended outside of Australia and New Zealand.  In
    particular, the New Shares have not been and will not be registered under the
    United States Securities Act of 1933, as amended ("U.S. Securities Act"), and
    the Retail Entitlement Offer will not be conducted in the United States.
    
    Any person outside New Zealand or Australia who takes up an entitlement in
    the Retail Entitlement Offer (and therefore applies for New Shares) through a
    New Zealand or Australian resident nominee, and their nominee, will be deemed
    to have represented and warranted to Precinct that the Offer can be lawfully
    made to their nominee pursuant to the Offer Document.  (See Part 5 of the
    Offer Document for offering restrictions.) None of Precinct, the Joint Lead
    Managers, the Registry or any of their respective directors, officers,
    employees, agents, or advisers accepts any liability or responsibility to
    determine whether a person is eligible to participate in the Offer.
    
    Further, you must not distribute, in whole or in part, a copy of the Offer
    Document OR ANY OTHER DOCUMENTS RELATING TO THE OFFER that will be provided
    to you to any beneficial holder in any other jurisdiction outside Australia
    or New Zealand where it would be unlawful to do so, or into the United States
    or to persons that are, or are acting for the account or benefit of, a person
    in the United States.
    
    If you submit an application on the personalised Entitlement and Acceptance
    Form, please also complete the attached "Summary for Nominee Applications
    Form" (see Appendix A) outlining each beneficial holder on whose behalf you
    are applying and the number of New Shares for which you are applying in
    respect of each beneficial holder.
    
    Please attach a copy of the completed "Summary for Nominee Applications Form"
    (Appendix A) with any application submitted on the personalised Entitlement
    and Acceptance Form and please also fax a copy of this form to ORIENT Capital
    at (+61 2 9285 1492) or by email ([email protected]) so that it is
    received by 5.00pm (NZ time) on 18 March 2015.
    
    It is important to note that information on the "Summary for Nominee
    Applications Form" will be kept confidential and will only be used by
    Precinct and the Underwriters to compare with our records of nominee accounts
    as at the Record Date.
    
    Yours sincerely,
    Craig Stobo
    CHAIRMAN
    Precinct Properties New Zealand Limited
    
    Note: The information in this letter is general information only, does not
    constitute a securities recommendation or financial product advice, and has
    been prepared without taking account of the investment objectives, financial
    situation or needs of any particular investor. As well as publicly available
    information about Precinct, you should read the Offer Document and consider
    whether any investment is appropriate having regard to your (or your
    client's) objectives, financial situation or needs before acting on the
    information.  Copies of the Offer Document are available from the NZX
    website.
    
    Appendix A
    PRECINCT PROPERTIES NEW ZEALAND LIMITED ENTITLEMENT OFFER Summary for Nominee
    Applications Form
    DATE:
    NOMINEE ACCOUNT NAME:  SUMMARY NO.
    
     NAME OF INDIVIDUAL OR INSTITUTION  HOLDING AT 5.00PM (NZ time) on 27
    February 2015 ENTITLEMENT* SHARES APPLIED FOR (NEW SHARES) APPLICATION MONIES
    
    1     NZ$
    2     NZ$
    3     NZ$
    4     NZ$
    5     NZ$
    6     NZ$
    7     NZ$
    8     NZ$
    9     NZ$
    10     NZ$
    11     NZ$
    12     NZ$
    13     NZ$
    14     NZ$
    15     NZ$
    TOTAL  NZ$
    *Entitlement is calculated as 1 New Share for every 7 Existing Shares held on
    the Record Date for each eligible shareholder at 5.00pm (NZ time) on 27
    February 2015 rounded down to the nearest whole number.
    
    IMPORTANT
    Please ensure the "Application Monies" column is sufficient for the total in
    the "Shares Applied For" column.
    CONTACT PERSON
    
     PHONE NO.
    (      )
    
    EMAIL:
     COMPLETED BY (INITIALS)
    
    1. Please enclose this form with your Entitlement and Acceptance Form and
    return to Computershare Investor Services Ltd in accordance with the
    instructions on the Entitlement and Acceptance Form so that it is received by
    5.00pm (NZ time) on 18 March 2015
    2. Please also fax a copy of this form to ORIENT Capital at (+61 2 9285 1492)
    or by email ([email protected]) so that it is received by 5.00pm (NZ
    time) on 18 March 2015
    End CA:00261493 For:PCT    Type:S/HOLDER   Time:2015-03-05 10:11:46
    				
 
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