Note Holders To Be Sent Election Notice
16 February 2005
Capital Properties New Zealand Limited ("CNZ") advises that noteholders of 2005 Notes on the register on 25 February 2005 will be sent an Election Notice outlining the new terms that will apply from 15 April 2005. Note holders will have the option to extend some or all of their 2005 Notes on new terms offered or to have CNZ purchase for cash some or all of the 2005 Notes.
The price paid on a purchase will be the principal amount of the 2005 Notes plus accrued interest. Note holders have until 29 March 2005 to advise their election.
The new election date and interest rate to be offered will be:
New Election Date: 15 April 2010
New Interest Rate: 8% per annum.
Note holders will no longer have an option to convert any of their 2005 Notes into CNZ ordinary shares. Under the conditions of the 2005 Notes, CNZ has an overriding option to purchase for cash all or any capital notes on an election date at a purchase price equal to the aggregate principal amount plus any accrued interest and unpaid interest on those capital notes as at the date of payment of the purchase price.
CNZ has determined that it would exercise its option to purchase all 2005 Notes where conversion into ordinary shares was elected. CNZ and Perpetual Trust Limited (the trustee of the Notes) have agreed that, as CNZ would exercise its option to purchase 2005 Notes in this way, the trust deed should be amended to remove the right of conversion for the 2005 Note holders in relation to the 2005 Election Date.
It follows that the Election Notice for the 15 April 2005 election date need not offer note holders the option to choose conversion. Instead note holders can opt to extend their 2005 Notes on the New Terms or require CNZ to purchase all or some of their 2005 Notes with the balance being extended on New Terms.
CNZ may still exercise its overriding right to purchase for cash 2005 Notes that a note holder has elected to extend on the New Terms. If CNZ exercises this right and purchases some but not all of the 2005 Notes that would otherwise be extended on New Terms, it will purchase 2005 Notes from all holders of 2005 Notes who have elected or are deemed to have elected extension on a pro-rata basis, except to the extent necessary to avoid the creation of holdings of 2010 Notes that are not a minimum of $5,000 and thereafter multiples of $1,000 (i.e. there will be scaling and rounding).