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CHORUS LIMITED Capital/Financing Update 2013

Dec 18, 2013

64680_rns_2013-12-18_fed4c110-5d1c-4c18-9d8e-6102f4569e2c.pdf

Capital/Financing Update

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Choru s Limited Level 9 Datacom Hous e 68-8 6 Jervois Quay P O Box 6 3 2 Wellington New Zealan d

Email: [email protected] z

STOCK EXCHANGE ANNOUNCEMENT

19 December 2013

Notification of issue of CFH securitie s

Chorus Limited has issued further Crown Fibre Holdings (CFH) securities a s per the attached notice.

ENDS

For further information:

Andrew Hopkinson Treasurer Mobile: + 6 4 (27) 249 5678 Email: [email protected]

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given toASXassoon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduce d 01/07/9 6 Origin : Appendi x 5 Amende d 01/07/98,01/09/99,01/07/00,30/09/01,11/03/02,01/01/03,24/10/05,01/08/12 , 04/03/ > 3

Name of entity

Chorus Limited ("Chorus")

ABN

152 485 848

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space,).

1 +Class
of+
securities issued or to
be issued		 CFH
Equity
Securities,
CFH
Debt
Securities
& CFH
Warrants
2 Number of ^securities issued or
to
be
issued
(if
known)
or
maximum
number
which
may
be issued		 6,12,4,963 CFH Equity Securities
6,124,963 Debt Securities
360,771 CFH Warrants
3 Principal
terms
of
the
Securities
(e.g.
if
options,		 The CFH Equity Securities are redeemable preference
exercise price and expiry date; if
+		 shares carrying no right to vote at meetings of holders
partly
paid
securities,
the		 of ordinary Chorus shares, but entitle the holder to a
amount
outstanding
and
due
dates
payment;
for
if		 right to a repayment preference on liquidation.
"•"convertible
securities,
the		 The CFH Debt
Securities are unsecured, non
interest
conversion price and
dates for
conversion)		 bearing
and
carry
no
voting
rights
at
meetings
of
holders of ordinary Chorus shares.
The CFH Warrants are an option to acquire ordinary
shares in Chorus on a specified exercise date at a set
strike price.
The terms of the issue for the CFH Equity Securities,
CFH Debt Securities and the CFH Warrants are as set
out
in
the
the
subscription
agreement
between
Chorus
and
Crown
Fibre
Holdings
Limited
(CFH)
dated 9 Novembe r 2011 (Subscription Agreement).
Further details are set out on pages 139 to 142 of the
demerger Scheme Booklet dated 13 September 2011 and
available at
http://www.chorus.co.nz/f1le/4Q26/scheme-

+ See chapter 19 for defined terms.

4 +
Do the
securities rank equally
in all respects from the "'"issue
+
date with an existing
class of
+
quoted
securities?		 CFH Equity Securities
No.
If the additional Securities do
not rank equally, please state:
•
the date from which they do
•
the
extent
to
which
they
participate
for
the
next
dividend,
(in the
case
of
a
trust,
distribution)
or
interest payment		 0 n
a
liquidation or winding up of Chorus, holders of
CFH Equity Securities will have the right to repayment
of the issue price ranking behind creditors of Chorus
but
ahead
of the
ordinary
Chorus
shares.
The
CFH
Equity Securities will otherwise carry no right to share
in
the
surplus
assets
of
Chorus
on
winding
up
or
liquidation.
•
the extent to which they do
not rank equally, other than		 CFH Debt Securities
in
relation
to
the
next
dividend,
distribution
or
interest payment		 No.
The principal amount of each CFH Debt Security will
consist of a senior portion, equal to the present value
of the sum repayable on the CFH Debt Security, and
a subordinated portion equal to the remainder or the
face value.
The senior portion will rank equally with
all
other
unsecured,
unsubordinated
creditors
of
Chorus.
The subordinated portion will rank below all
other
indebtedness
of
Chorus.
On
winding
up,
dissolution
or
liquidation
of
Chorus,
no
payment
shall be mad e to holders of CFH Debt Securities in
respect
of the
subordinated
portion
until
all
other
indebtedness of Chorus is repaid in full.
CFH Warrants
N/ a
5 Issue price or consideration sNZi.oo per CFH Equity Security
\$NZi.oo per CFH Debt Security
Nil per CFH Warrant
6 Purpose of the issue
issued
consideration
(If
as
for
the acquisition of assets, clearly
identify those assets)		 Call
notice
issued
by
Chorus
to
Crown
Fibre
Holdings
Limited
("CFH")
on
16
Decembe r
2013
pursuant
terms
Subscription
to
the
of
the
Agreement. The funds are
to be used by Chorus in
the
construction
of
the
Ultra-Fast
Broadband
network in New Zealand.
6a +
Is the entity an
eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
if Yes, complete sections 6b - 6h
in relation to the ^securities
the
subject of this Appendix 3B, and
comply with section 6i		 N/a
6b date
security
holder
The
the
resolution under
rule 7.1A was
passed		 N/a
6c +
Number
of
securities
issued
without security holder approval
under rule 7.1		 N/ a
6d +
Number
of
securities
issued
with
security
holder
approval
under rule 7.1A		 N/a
6e +
Number
of
securities
issued
with
security
holder
approval
under
rule
7.3,
or
another
specific security holder approval
(specify date of meeting)		 N/a
6f +
Number
of
securities
issued
under an exception in rule 7.2		 N/a
6g +
If
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3?
Include the
+
issue
date
and
both
values,
include the source of the VWAP
calculation.		 N/a
6h +
If
securities were issued under
rule
non-cash
7.1A
for
consideration,
state
date
on
which
valuation
of
consideration
was
released
to
ASX Market Announcements		 N/a
6i Calculate the entity's remaining
issue capacity under rule 7.1 and
rule 7.1A - complete Annexure 1
and
release
to
ASX
Market
Announcements		 N/ a

+ See chapter 19 for defined terms,

+ 7 Issue dates

Note : T h e issu e dat e m a y b e prescribe d b y A S X (refe r t o t h e definitio n o f issu e dat e in rul e 19.12). F o r example , t h e issu e dat e f o r a p r o rat a entitlemen t issu e mus t compl y wit h t h e applicabl e timetabl e inAppendixyA .

Cros s reference - , iler o 3 3 o f Appendi x 3 B.

18 Decembe r 2,013 f o r eac h CFH Equity Securities, CFH Debt Securities and the CFH Warrants

Number +Class
8 +
Number
and
class
of
all
"^securities
quoted
on
ASX
(including
the
"""securities
in
section 2 if applicable)		 396,369,767 fully paid ordinary shares
Number +Class
9 +
Number
class
and
of
all
"•"securities not
quoted on ASX		 89>833>536 CFH Equity Securities
(unquoted)
+
(.including
the
securities
in
section 2 if applicable)		 8
9>8
33>536		 CFH
Debt
Securities
(unquoted)
4,758,916 CFH Warrants
(unquoted)
IO Dividend policy {in the case of a
trust, distribution policy) on the
increased capital (interests)		 CFH Equity Securities
dividends
will
increasing
proportion
Securities from 2025 onwards.
annum.		 To the extent they have not been redeemed,
become
payable
on
an
of
the
CFH
Equity
The dividend
rate on the CFH Equity Securities will be equal
to a reference rate plus a margin of 6% per
Chorus is not obliged to declare any dividend
on
CFH
Equity
Securities
in
respect
of any
period, but
if it does not
make a scheduled
dividend on the CFH Equity Securities it may
not make any distribution on ordinary shares
until
subsequent
dividend
a
on
the
CFH
Equity Securities is paid in full. The dividends
payable on the CFH Equity Securities are non
cumulative.
If at any time
notches or
CFH Equity Securities.		 Chorus' credit
rating is three
more below its initial rating,
no
dividends will be scheduled or payable on the
Details of the
dividends
for the
CFH Equity
Securities are set out on pages 140 to 141 of the
demerger Scheme Booklet dated 13 September
and
available
son
at
http://www.ch0rus.c0.nz/file/4026/scheme
booldet.pdf
CFH Debt Securities
N/a
CFH Warrants
N/a

Part 2 - Pro rata issue

+ See chapter 19 for defined terms.

1 1 Is
security
holder
approval
required?		 N/ a
12 Is the issue renounceable or non
renounceable?		 N/ a
13 +
Ratio
in
which
the
securities
will be offered		 N/ a
14 +Class
of+
securities to which the
offer relates		 N/ a
15 "•"Record
date
determine
to
entidements		 N/ a
16 Will
holdings
on
different
registers
(or
subregisters)
be
aggregated
calculating
for
entitlements?		 N/ a
17 Policy for deciding entitlements
in relation to fractions		 N/ a
18 Names of countries in which the
entity has security holders who
will
not
be
sent
new
offer
documents		 N/a
Note : Securit y holders mus t b e tol d h o w thei r
entitlement s a r e t o b e deal t with .
Cros s reference : rul e 7.7 .
19 Closing
date
for
receipt
of
acceptances or renunciations		 N/ a
2 0 Names of any underwriters N/ a
21 Amount of any underwriting fee
or commission		 N/a
22 Names
brokers
of
any
to
the
issue		 N / a
2 3 Fee
or
commission
payable
to
the broker to the issue		 N/ a
2 4 Amount
handling
of
any
fee
payable
to
brokers
who
lodge
acceptances or renunciations on
behalf of security holders		 N / a
25 If
the
issue
is
contingent
on
security
holders'
approval,
the
date of the meeting		 N/a
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entided		 N/a
27 If the entity has issued options,
and
the
terms
entitle
option
holders
to
participate
on
exercise,
the
date
on
which
notices
will
be
sent
to
option
holders		 N/a
28 Date rights trading will begin (if
applicable)		 N/ a
29 Date rights trading will end
(if
applicable)		 N/ a
30 How
do
security
holders
sell
their entitlements in full through
a broker?		 N/a
31 How do security holders sell part
of their entitlements through a
broker
and
accept
for
the
balance?		 N/ a
2
3		 How do security holders dispose N/a
of their entitlements (except by
sale through a broker)?
$-$
N/a

33 + Issue date N/ a

Э

Part 3 - Quotation of securities

Vou need only complete this section if you are applying for quotation ofsecurities

  • Type of Securities (,tick one) 34
  • (a) "^Securities described in Part i
  • (b) | | All other Securities

Example : restricte d securitie s a t t h e e n d o f t h e escrowe d period , partl y pai d securitie s tha t becom e full y paid , employe e incentiv e shar e securitie s whe n restrictio n ends , securitie s issue d o n expir y o r conversio n o f convertibl e securitie s

Entities that have ticked box 34(a)

35

36

Additional securities forming a n e w class of securities

Tick to indicate you are providing the in/armation or documents

  • I I If the Securities are ^equity securities, the names of the 20 largest holders of the ' additional Securities, and the number and percentage of additional Securities held by those holders
  • If the Securities are + equity securities, a distribution schedule of the additional Securities setting out the number of holders in the categories 1 -1,000 1,001 - 5,000
5,001 -10,000
10,001 -100,000
100,001 and over

| | A copy of any trust deed for the additional4 37 securities

Entities that have ticked box 34(b)

38 Number of Securities for which "•"quotation is sought

+Class of ^securities for which quotation is sought 39

40 Do the + securities rank equally in all respects from the "'"issue date with an existing + class of quoted "•"securities?

If the additional + securities do not rank equally, please state:

  • the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution payment or interest

41 Reason for request for quotation now

Example : In t h e cas e o f restricte d securities, e n d o f restrictio n perio d

(if issued upon conversion of another + security, clearly identify that other "'"security)

42 Number and +class of all "•"securities quoted on ASX (including the "''securities in clause 38)

Numbe r +Class

+ See chapter 19 for defined terms.

Quotation agreement

  • +Quotation of our additional "'"securities is in ASX's absolute discretion. ASX may quote the + securities on any conditions it decides. i
  • We warrant the following to ASX.
  • The issue of the ^securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those + securities should not be granted •^quotation.
  • An offer of the ^securities for sale within 12 month s after their issue will not require disclosure unde r section 707(3) or section ioi2C(6) of the Corporations Act.

Note : A n entit y m a y nee d t o obtai n appropriat e warrantie s fro m subscribers f o r t h e securitie s in orde r t o b e abl e to giv e this warrant y

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ""securities to be quoted and that no-one has any right to return any Securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the Securities be quoted.
  • If we are a trust, we warrant tha t no person has the right to return the "^securities to be quoted unde r section 1019B of the Corporations Act a t the time that we request tha t the Securities be quoted.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 3
  • We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before + q\iotation of the "'"securities begins. W e acknowledge that ASX is relying on the information and docmrTentk. We warrant that they are (will be) true and complete. / / ^ 4

Sign here: nv Date: & ^ 3 (Director/Company secretary)

Jj/lti/ k fif' Print name :

+ S e e chapte r 1 9 f o r define d terms .

Choru s Limite d Level 9 Dataco m House 68-8 6 Jervoi s Qua y PO Box 6 3 2 Wellington New Zealand

19 Decembe r 201 3 Email: company,[email protected]

NZX Limited Weilington

NOTIFICATION OF ISSUE OF SECURITIES

Marke t Informatio n Service s Sectio n

Notice from Choru s Limited ("Chorus") pursuan t to Listing Ruie 7.12.1 .

Pursuan t t o Listing Ruie 7.12. 1 pleas e b e advise d a s follows:

( a )
Class of
Security :		 CFH Equity Securitie s
(unquoted )		 CFH Warrants
(unquoted )
(b)
ISIN:		 Not applicable Not applicable
Numbe r
(c )
of
Securitie s
issued :		 6,124,96 3 360,77 1
Issu e
price :
(d)		 NZ\$1.0 0
p e r
CFH
Equity
Securit y		 Nil
( e )
Payment :		 Cash Nil
(f)
Amoun t
paid
u p :		 Paid
in full		 Not applicable
( g )
Reaso n
for
issue :		 Call notic e
issue d
by
Choru s t o
Crown
Fibre
Holdings Limited
(CFH)
on
16
Decembe r
201 3
pursuan t
t o t h e
term s
of t h e
subscriptio n
agreemen t
betwee n
Choru s
a n d
CFH
date d
9 Novembe r
201 1
(Subscription
Agreement)		 Call notic e
issue d
by Choru s
t o
CFH on
1 5
Decembe r
201 3
pursuan t to t h e
term s
of t h e
Subscriptio n
Agreement .
( h )
%
of t h e
tota l
class of
securitie s
issued :		 1.32 %
of thos e
CFH
Equity
Securitie s
eligible to
b e
issue d
unde r this programm e		 1.32 %
of thos e
CFH
Warrants eligible t o
b e
issue d
unde r this
programm e
(i)
Specifi c
authorit y
f o r
issue :		 Board
resolutio n
passe d
on
3
April 201 2		 Board
resolutio n
passe d
on
3
April
201 2
Term s
(j)
or
details of
issue :		 T h e term s
of issu e
a r e
s e t
a s
o u t
in t h e
Subscriptio n
Agreement .
Furthe r
informatio n
regardin g
t h e
term s
of t h e
CFH
Equity
Securitie s
is s e t
o u t
in t h e
demerge r
schem e
bookle t
date d
1 3 Septembe r
2011 ,		 T h e term s
of issu e
a r e
s e t
a s
o u t
in t h e
Subscriptio n
Agreement .
Furthe r
informatio n
regardin g
t h e
term s
of t h e
CFH Warrants
is
s e t
o u t
in t h e
demerge r
schem e
bookle t
date d
13
Septembe r
2011 ,
which
is
which
is availabl e a t
http://www.chorus.co.nz/fjle/4926/sch
erne-booklet, pdf		 availabl e
a t
http://www.chorus.co.nz/file/4926/s
cheme-booklet.pdf
(k) Total
numbe r
of
securitie s of
t h e
class in
existenc e
afte r t h e
issue :		 89,833,53 6
(unquoted )		 4,758,91 6
(unquoted )
Treasur y
(I)
stoc k
(acquisition
only):		 Not applicabl e Not applicabl e
( m)
Dat e
of
issue :		 18
Decembe r
201 3		 18
Decembe r
201 3

Yours faithfully

Andrew Carroll CFO

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