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CHORUS LIMITED — Capital/Financing Update 2021
Dec 5, 2021
64680_rns_2021-12-05_0c28be3e-400c-4820-bec1-1a8425b8386f.pdf
Capital/Financing Update
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Chorus Limited Level 10, 1 Willis Street P O Box 632 Wellington New Zealand
Email: [email protected]
STOCK EXCHANGE ANNOUNCEMENT
6 December 2021
Notification of issue of CIP securities
Chorus Limited has issued further Crown Infrastructure Partners (CIP) securities as per the attached notice.
Authorised by:
Elaine Campbell
Chief Corporate Officer & General Counsel
ENDS
For further information:
Steve Pettigrew Head of External Communications Mobile: +64 (27) 258 6257 Email: [email protected]
Brett Jackson Investor Relations Manager Phone: +64 4 896 4039 Mobile: +64 (27) 488 7808 Email: [email protected]
Capital Change Notice
Updated as at 17 October 2019
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| Sti 1 I ifti | ||||||
| Sti 1 I ifti | ||||||
| econ : ssuer norma | n | |||||
| Name of issuer | Chorus Limited | |||||
| NZX ticker code | CNU | |||||
| Class of financial product | CIP2 Equity Securities (unquoted) | |||||
| ISIN (If unknown, check on NZXwebsite) | N/a | |||||
| NZD | ||||||
| Currency | NZD | |||||
| Section 2: Capital change details | ||||||
| Number issued/acquired/redeemed | 4,397,242 | |||||
| Nominal value (if any) | N/a. | |||||
| Issue/acquisition/redemption price per | NZ$1.000000 per CIP2 Equity Security. | |||||
| security | ||||||
| Nature of the payment (for e | xample, | Cash. | ||||
| cash or other consideration) | ||||||
| Amount paid up (if not in full) | N/a. | |||||
| Percentage of total class of FinancialProducts issued/acquired/redeemed/(calculated on the number of FinancialProducts of the Class, excluding anyTreasury Stock, in existence)1 | ||||||
| For an issue of Convertible FinancialProducts or Options, the principal terms | CIP2 Equity Securities are redeemable preferenceshares carrying no right to vote at meetings ofholders of ordinary Chorus shares, but entitle theholder to a right to a repayment preference onliquidation. Dividends will become payable on theCIP2 Equity Securities from 2036.Chorus may redeem CIP2 Equity Securities at anytime:by cash payment of the total issue price ofCIP2 Equity Securities to be redeemed; or | |||||
| of Conversion (for example tCi i d C | hei dt | holders of ordinaryhld t iht t | Chorus shares, but entitle thea repayment preference onds will become payable on theties from 2036.m CIP2 Equity Securities at any | |||
| onverson prce an onveand the ranking of the Finan | rson aecial Product | oer o a rg oliquidation. Dividen | a repaymen preerence onds will become payable on the | |||
| in relation to other Classes oProduct) or the Option (for e | f Financialxample the | CIP2 Equity Securi | ties from 2036. | |||
| exercise price and exercise | ,date) | Chorus may redee | m CIP2 Equity Securities at any | |||
1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
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| by the issue of ordinary Chorus shares of avalue equal to the total issue price of the CIP2Equity Securities to be redeemed (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for Chorusshares traded in ordinary trading on NZX).In the event that the Network Infrastructure ProjectAgreement dated 26 January 2017 (NIPA2) betweenChorus and Crown Infrastructure Partners Limited(CIP) is terminated, either for a material breach byChorus, a serious health and safety event, or for achallenge by Chorus to the enforceability ofliquidated damages, service default payments ormaterial breach liquidated damages under NIPA2, orin the event that the Chorus Board resolves to pay adividend on the CIP2 Equity Securities but thatdividend is not paid, a holder of CIP2 EquitySecurities can elect to:continue to hold the CIP2 Equity Securities;exchange the CIP2 Equity Securities forvoting preference shares; orexchange the CIP2 Equity Securities forordinary Chorus shares of a value equal tothe lesser of the “fair value” and the issueprice of the CIP2 Equity Securities (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for ordinaryChorus shares traded in ordinary trading onNZX).CIP or a Crown Entity (who has executed theapplicable accession documentation) can also electone of the options above in relation to the CIP2Equity Securities it holds if a prescribed insolvencyevent occurs in relation to Chorus.Further information regarding the terms of the CIP2Equity Securities is set out in the Summary of CIP2Securities which is available athttps://company.chorus.co.nz/reports. | by the issue of ordinary Chorus shares of avalue equal to the total issue price of the CIP2Equity Securities to be redeemed (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for Chorusshares traded in ordinary trading on NZX).In the event that the Network Infrastructure ProjectAgreement dated 26 January 2017 (NIPA2) betweenChorus and Crown Infrastructure Partners Limited(CIP) is terminated, either for a material breach byChorus, a serious health and safety event, or for achallenge by Chorus to the enforceability ofliquidated damages, service default payments ormaterial breach liquidated damages under NIPA2, orin the event that the Chorus Board resolves to pay adividend on the CIP2 Equity Securities but thatdividend is not paid, a holder of CIP2 EquitySecurities can elect to:continue to hold the CIP2 Equity Securities;exchange the CIP2 Equity Securities forvoting preference shares; orexchange the CIP2 Equity Securities forordinary Chorus shares of a value equal tothe lesser of the “fair value” and the issueprice of the CIP2 Equity Securities (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for ordinaryChorus shares traded in ordinary trading onNZX).CIP or a Crown Entity (who has executed theapplicable accession documentation) can also electone of the options above in relation to the CIP2Equity Securities it holds if a prescribed insolvencyevent occurs in relation to Chorus.Further information regarding the terms of the CIP2Equity Securities is set out in the Summary of CIP2Securities which is available athttps://company.chorus.co.nz/reports. | by the issue of ordinary Chorus shares of avalue equal to the total issue price of the CIP2Equity Securities to be redeemed (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for Chorusshares traded in ordinary trading on NZX).In the event that the Network Infrastructure ProjectAgreement dated 26 January 2017 (NIPA2) betweenChorus and Crown Infrastructure Partners Limited(CIP) is terminated, either for a material breach byChorus, a serious health and safety event, or for achallenge by Chorus to the enforceability ofliquidated damages, service default payments ormaterial breach liquidated damages under NIPA2, orin the event that the Chorus Board resolves to pay adividend on the CIP2 Equity Securities but thatdividend is not paid, a holder of CIP2 EquitySecurities can elect to:continue to hold the CIP2 Equity Securities;exchange the CIP2 Equity Securities forvoting preference shares; orexchange the CIP2 Equity Securities forordinary Chorus shares of a value equal tothe lesser of the “fair value” and the issueprice of the CIP2 Equity Securities (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for ordinaryChorus shares traded in ordinary trading onNZX).CIP or a Crown Entity (who has executed theapplicable accession documentation) can also electone of the options above in relation to the CIP2Equity Securities it holds if a prescribed insolvencyevent occurs in relation to Chorus.Further information regarding the terms of the CIP2Equity Securities is set out in the Summary of CIP2Securities which is available athttps://company.chorus.co.nz/reports. | by the issue of ordinary Chorus shares of avalue equal to the total issue price of the CIP2Equity Securities to be redeemed (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for Chorusshares traded in ordinary trading on NZX).In the event that the Network Infrastructure ProjectAgreement dated 26 January 2017 (NIPA2) betweenChorus and Crown Infrastructure Partners Limited(CIP) is terminated, either for a material breach byChorus, a serious health and safety event, or for achallenge by Chorus to the enforceability ofliquidated damages, service default payments ormaterial breach liquidated damages under NIPA2, orin the event that the Chorus Board resolves to pay adividend on the CIP2 Equity Securities but thatdividend is not paid, a holder of CIP2 EquitySecurities can elect to:continue to hold the CIP2 Equity Securities;exchange the CIP2 Equity Securities forvoting preference shares; orexchange the CIP2 Equity Securities forordinary Chorus shares of a value equal tothe lesser of the “fair value” and the issueprice of the CIP2 Equity Securities (with thoseordinary Chorus shares valued at a 5%discount to the 20-day VWAP for ordinaryChorus shares traded in ordinary trading onNZX).CIP or a Crown Entity (who has executed theapplicable accession documentation) can also electone of the options above in relation to the CIP2Equity Securities it holds if a prescribed insolvencyevent occurs in relation to Chorus.Further information regarding the terms of the CIP2Equity Securities is set out in the Summary of CIP2Securities which is available athttps://company.chorus.co.nz/reports. | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Equity Securities to be redeemed (wit | |||||||||
| ordinary Chorus shares valued at a 5discont to the 20-da VWAP for Cho | |||||||||
| u yshares traded in ordinary trading on N | |||||||||
| In the event that the Network Infrastructure Pr | |||||||||
| Agreement dated 26 January 2017 (NIPA2) b | |||||||||
| Chorus and Crown Infrastructure Partners Lim | |||||||||
| (CIP) is terminated, either for a material breac | |||||||||
| Chorus a serious health and safety event or | |||||||||
| , | , | ||||||||
| challen | e by Chorus to the | enforceability of | |||||||
| liidt | d d i | dflt t | P | ||||||
| quamateria | amages, servcl breach liuidated | e eau paymendamaes under NI | |||||||
| q | g | ||||||||
| in the e | vent that the Choru | s Board resolves to | t | ||||||
| dividen | d on the CIP2 Equit | y Securities but tha | |||||||
| dividen | d is not paid, a hold | er of CIP2 Equity | |||||||
| Sit | lt t | ||||||||
| ecur | es can eec o: | ||||||||
| | continue to hold the | CIP2 Equity Secu | rito | ||||||
| | exchane the CIP2 | Euit Securities f | |||||||
| g qy | |||||||||
| voting preference shares; or | |||||||||
| exchange the CIP2 Equity Securities fi Ch h f l | |||||||||
| ordnary orus sares o a vaue equthe lesser of the “fair value” and the is | |||||||||
| price of the CIP2 Equity Securities (wi | |||||||||
| ordinary Chorus shares valued at a 5% | |||||||||
| discount to the 20-day VWAP for ordin | |||||||||
| Chorus shares traded in ordinary tradi | |||||||||
| NZX). | |||||||||
| CIP or a Crown Entity (who has executed theapplicable accession documentation) can also | |||||||||
| one of the options above in relation to the CIEquity Securities it holds if a prescribed insolvevent occurs in relation to Chorus | |||||||||
| .Further information regarding the terms of theEuit Securities is set out in the Summar of | |||||||||
| qy ySecurities which is available athttps://company.chorus.co.nz/reports. | |||||||||
| Reason for issue/acquisition/f f | The funds are to be used by Chorus in thef | ||||||||
| redemption and speciic authority orissue/acquisition/redemption/ (thereason for change must be identified | construction o the Ultra-Fast Broadband netNew Zealand. | ||||||||
| here) | The CIP2 Equity Securities have been issuedpursuant to: | ||||||||
| the terms of the subscription agreeme | |||||||||
| between Chorus and CIP dated26 January 2017 as amended from tim | |||||||||
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----- Start of picture text ----- a call notice issued by Chorus to CIP on1 December 2021 pursuant to the terms of theUFB2 Subscription Agreement; and a Chorus Board resolution passed on24 August 2018.Total number of Financial Products of 296,407,494 CIP2 Equity Securities (unquoted).the Class after the issue/acquisition/redemption/conversion No CIP2 Equity Securities are held as treasury stock.(excluding Treasury Stock) and thetotal number of Financial Products ofthe Class held as Treasury Stock afterthe issue/acquisition/redemption.In the case of an acquisition of shares, N/a.whether those shares are to be held astreasury stockSpecific authority for the issue, Board resolution passed on 24 August 2018.acquisition, or redemption, including areference to the rule pursuant to which The CIP2 Equity Securities have been issued underthe issue, acquisition, or redemption is listing rule 4.5.madeTerms or details of the issue, The terms of issue are as set out in the UFB2acquisition, or redemption (for example: Subscription Agreement. Further informationrestrictions, escrow arrangements) regarding the terms of the CIP2 Equity Securities isset out in the summary of CIP2 Securities which isavailable at https://company.chorus.co.nz/reports.Date of issue/acquisition/redemption [2] 3 December 2021Section 3: Authority for this announcement and contact personName of person authorised to make this Elaine Campbellannouncement Chief Corporate Officer & General CounselContact person for this announcement Brett JacksonInvestor Relations ManagerContact phone number +64 4 896 4039+64 27 488 7808Contact email address [email protected]Date of release through MAP 6 December 2021----- End of picture text -----
2 Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).
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